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Fielmann AG Annual Report 2023

Apr 30, 2024

158_10-k_2024-04-30_5b81f2aa-536a-4d86-b270-feb29d025bd5.pdf

Annual Report

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The Fielmann Group is a German family business that serves 28 million customers with eyewear, contact lenses, hearing aids and primary eye care services. It operates an omnichannel platform consisting of digital sales channels and more than 1,000 retail stores worldwide. Founded in 1972, the company is led by Marc Fielmann, representing the second generation of the Fielmann family who still owns the majority of the company's stock. By staying true to its customer-centric values, the Fielmann Group helps everyone hear and see the beauty in the world. Thanks to the dedication of its 23,000 people worldwide, the company is consistently reaching customer satisfaction rates of more than 90% and has to-date fitted more than 200 million pairs of individual prescription glasses.

Key figures

2023 2022 2021 2020 2019
Sales in € m
External sales 1 incl. VAT 2,267.9 2,031.8 1,938.9 1,630.1 1,764.6
Change % 11.6 4.8 18.9 –7.6 6.9
Consolidated sales excl. VAT 1,969.1 1,759.0 1,678.2 1,428.9 1,520.7
Change % 11.9 4.8 17.4 –6.0 6.5
Unit sales (glasses) in 000s 8,891 8,582 8,291 7,264 8,277
Change % 3.6 3.5 14.1 –12.2 1.5
EBITDA in € m 410.1 339.5 396.1 336.7 384.7
Change % 20.8 –14.3 17.6 –12.5 30.0
Pre-tax profit (EBT) in € m 193.7 160.4 209.7 175.5 253.8
Change % 20.8 –23.5 19.5 –30.9 1.2
Net income in € m 130.6 109.7 144.6 120.8 177.3
Change % 19.1 –24.1 19.7 –31.9 2.1
Cash flow from current
business activity in € m 282.8 245.0 346.7 278.5 301.8
Change % 15.4 –29.3 24.5 –7.7 56.4
Financial assets in € m 95.6 175.5 277.9 241.4 267.6
Change % –45.5 –36.9 15.1 –9.8 –14.3
Equity ratio % 46.6 48.5 50.3 50.1 53.2
Investments in € m 268.4 152.5 89.2 350.6 116.6
Change % 76.0 71.0 –74.6 200.7 42.0
Number of stores 1,086 968 913 870 776
Employees as at 31.12. 23,412 22,631 22,028 21,853 20,397
of which apprentices 4,058 4,107 4,374 4,516 4,268
Key data per share
Earnings 1.52 1.23 1.63 1.39 2.05
Cash flow 3.37 2.92 4.13 3.32 3.59
Dividend per share 1.00 0.75 1.50 1.20

1 Sales including VAT and inventory changes

Financial calendar

Q1 report 30 April 2024
Annual General Meeting 11 July 2024
Half-year report 29 August 2024
Analyst conference 30 August 2024
Q3 report 7 November 2024
Preliminary figures for 2024 February 2025
Bloomberg FIE
Reuters FIEG.DE
ISIN DE0005772206

This report is published in both English and German. In case of doubt, the German version is binding. The Annual Accounts for Fielmann Group AG are also available on request.

Contents

4 Foreword
10 Executive Bodies
10 Management
11 Supervisory Board
18 About Fielmann
18 The Fielmann Group
20 Market review
20 Europe
22 USA
24 Consolidated accounts for financial year 2023
24 Group Management Report for financial year 2023
60 Consolidated balance sheet as at 31 December 2023
62 Consolidated profit and loss statement for the period from 1 January
to 31 December 2023
63 Statement of the overall result
64 Movement in Group equity
66 Cash flow statement for the Fielmann Group
67 Segment reporting for the Fielmann Group
68 Notes to the consolidated accounts for financial year 2023
68 General information
69 Application of new and amended standards
70 Significant accounting and valuation policies
86 Notes to the consolidated accounts
129 Information on related parties (IAS 24)
132 Other information
136 Statement of holdings and scope of consolidation as at 31 December 2023
149 Affirmation by the Management Board
150 Auditor's report

Foreword

Dear Shareholders, dear Friends of the Company,

Even though this is the 2023 Annual Report, allow me to start with an event that occurred this year: On 3 January 2024, after a long and fulfilled life, our founder, Guenther Fielmann, died at the age of 84. My father re-defined optical retail. For him, the customer always came first. He removed the social stigma associated with the uniform statutory insurance glasses and thereby democratised fashionable eyewear. His achievements fill us with respect and inspire us to help everyone hear and see the beauty in the world. I would like to thank all our colleagues, the Supervisory Board, partners, the media and politicians for their sympathy.

2023 reporting year

Over the course of 2023, persistently high inflation levels coupled with rising interest rates saw consumers reduce their spending and opt for providers that offer guaranteed quality and excellent service at the best prices. In the optical and acoustics industries, this is the Fielmann Group. Thanks to our customers and our teams' great performance, we significantly extended our market shares across major markets, achieved doubledigit sales growth, and expanded our EBITDA margin.

Marc Fielmann Chief Executive Officer (CEO)

Fielmann on a successful growth path

2023 marked the fifth year of our Vision 2025 growth strategy with which we pursue our purpose – to help everyone hear and see the beauty in the world. During the first four years of our business transformation (2019-2022), we successfully re-ignited the growth engine of our family business: In 2023, we were the fastest growing global retailer in our industry with +12% sales growth. This growth was fuelled by a strong organic performance in our existing markets, coupled with additional growth resulting from the Vision 2025 investments in the digitalisation and internationalisation of our family business. In total we reached external sales of € 2.27 billion.

2023 with EBITDA margin expansion of +1.5 percentage points

With our growth engine intact, in 2023 Management focused on profitability. While our EBITDA margin retreated from 25.3% in 2019 to 19.3% in 2022, last year saw a successful turnaround to 20.8%. The main drivers were an improved product mix and the effects of our ongoing Cost Leadership Program. In 2024 and 2025 we are going to streamline core processes and elevate efficiency on a global scale. We are confident that this will have a positive impact on our bottom line.

E-commerce: Record sales thanks to omnichannel platform

Thanks to the rollout of our superior omnichannel platform in additional countries and the deployment of new features and products, the Fielmann Group's 2023 digital sales channels grew +17% over last year, reaching external sales of more than € 100 million (5% of Group sales) for the first time. This strong performance stands in contrast to declining e-commerce sales across comparable industries. In Germany, for example, total online sales shrank –12% as per the e-commerce association (Bundesverband E-Commerce & Versandhandel, BEVH).

Internationalisation: Market share gains and 35% international sales

Throughout 2023, our international business continued to grow strongly, making up 35% of the Group's total sales in Q4/2023. This is an increase of +14 percentage points since the inception of our Vision 2025 in 2019.

While Switzerland and Germany delivered robust to strong single-digit growth, Austria reported double-digit growth. As the industry struggled with low consumer sentiment across Central Europe, our unit market share in Germany grew by +2 percentage points to 55% – the highest value ever. Italy and Poland continued to record double-digit sales growth, again gaining market shares. In Spain, the Fielmann Group generated +42% sales growth over the last year and is therefore progressing swiftly on its course to reach market leadership. Further growth drivers in 2023 were our continued expansion in the Czech Republic and a recovery of our business in Ukraine.

A key milestone in the reporting year was our expansion to the US market via two complementary acquisitions: SVS Vision, a market-leading retailer in Michigan operating its own vision insurance (closing in September 2023), and Befitting, an optical e-commerce platform and technology provider focused on the vision insurance segment of the market (closing in June 2023). By combining these two businesses and adding Fielmann Group's proprietary expertise and capabilities, we are going to redefine what US customers can expect of eye care and eyewear. The US business contributed a total of € 32 million in sales from September 2023 onwards.

Modernisation: Great progress in cultural change

A key enabler of our business transformation is our active management of cultural change – from a hierarchical, traditional business culture towards that of a modern family business. We manage this transformation across five dimensions: transparent information sharing, delegating decision-making, learning from mistakes, cross-functional collaboration, and empowering leadership. Our progress is reflected in a steady improvement in these dimensions that we track annually. As we delegate strategic decision-making, our company becomes faster, more innovative, and more resilient.

2023 saw new communication and meeting formats connecting our growing family of more than 23,000 employees worldwide. We also continued to develop our senior management with a strong focus on cultural change. And we finalised a New Work concept for our new head office, which is set to be inaugurated in 2025. These are but a few of the milestones reflecting the cultural change we are driving forward in our family business.

Growth across all product categories

In 2023, all product categories saw strong growth. Hearing acoustics delivered a stellar performance with +29% sales growth over the previous year reaching € 129 million. Organic growth of +18% in our existing markets and a special effect of +6% in Germany were complemented by +5% additional growth resulting from the first-time consolidation of Medical Óptica Audición. Sunglasses improved by +19% over 2022 to € 84 million while contact lenses and care products saw an increase of +10% to € 167 million. Our core categories, prescription frames and lenses, grew by +9% to € 1.543 billion, driven by volume growth of +4% and a more favourable sell-out structure including more progressive lenses. Other products and services increased by +84% to € 46 million, thanks to strong growth in our protective eyewear business as well as our primary eye care services in the US.

Fielmann Group enters eye care sector in North America and Europe

With the acquisition of SVS Vision's optometry business and the launch of innovative new Eye Health Services in Europe, vision care is becoming a core part of the Fielmann Group's value proposition – both in North America and in Europe.

While primary eye care services are a standard component of our industry's offering in North America, in Continental Europe eye care services are the domain of ophthalmologists. And yet, demographic change drives demand for eye care services across Central Europe while the number of ophthalmologists is decreasing. In Germany alone, thousands unnecessarily go blind every year. This number could be significantly reduced by means of regular eye health screenings.

True to its purpose, the Fielmann Group addresses this gap to help everyone hear and see the beauty in the world. After two years of piloting and improving, in 2023 we introduced an innovative new service in collaboration with Ocumeda – a start-up founded by Swiss ophthalmologists: Certified Fielmann opticians take images of the retina and measure the intraocular pressure with state-of-the-art equipment in Fielmann stores. Subsequently, the data is digitally transferred to ophthalmologists who conduct an assessment and provide customers with feedback within a few days. Customers with findings receive a recommendation to consult a local ophthalmologist or clinic for diagnostics and treatment.

Together with our partners in ophthalmology we are proud to make eye health screenings easily and quickly accessible to ever more people across Europe. The service was rolled out to more than 100 stores in Germany and Switzerland by year-end. At the time of writing, more than 20,000 customers have already had their eye health checked in Fielmann stores. We expect to offer the service in more than 400 stores before the end of 2024 with the goal of serving more than 20,000 customers per month by year-end and more than 100,000 customers in total in 2024.

Fielmann Group pushes CSR agenda ahead

As a family business with social values, corporate social responsibility (CSR) is close to our hearts. In 2023 we centralised the steering and reporting of all CSR activities in one team. We also equipped that team with additional headcount and funding. This way, we ensure compliance with a complex and growing regulatory framework across multiple continents.

In 2023, we were also able to reach various milestones detailed in our separate CSR report. My two personal highlights were our extended sustainable product range and CSR successes generated thanks to innovation of our family of 23,000 colleagues.

In 2023, we significantly extended our successful sustainability collection. We are proud to have attained the ISCC PLUS certificate. We also welcomed the initiatives of many of our partners that allowed us to additionally extend the number of sustainable models in our fashion brand assortment. All in all, our customers can now select from Fielmann's largest-ever, continuously growing selection of sustainable products.

Even small changes can have a big impact in the long term. Our employees' ideas on how we can make our products and business more sustainable are essential. On their initiative, we introduced reusable containers and removable labels in 2023, as well as cardboard filling material instead of plastic for transporting our products. This way, we are continuously becoming more sustainable.

Our progress in sustainability makes us proud as we assume responsibility for future generations. Personally, I am grateful for the proactive sharing of ideas, discussions shaped by respect and the teamwork that brings about our development – both financially and in terms of sustainability.

Dividend increased 33% compared to last year

Considering the successful development of the Group in 2023, the Management Board and Supervisory Board are going to recommend an increased dividend of € 1.00 per share (previous year: € 0.75) to the Annual General Meeting on 11 July 2024. Based on our year-end share price, the dividend yield amounts to 2.0%. The total dividend payout equates to € 84 million (previous year: € 63 million), a +33% increase over 2022.

Outlook

In Q4/2023 and early 2024 most of our markets exhibited low consumer sentiment – in Germany a bleak economic outlook led to an even further decline. Looking into 2024, our focus remains on retaining new and known customers by delivering guaranteed quality and an excellent service at the best prices.

In light of the constant expansion of our omnichannel business model, our strong European core markets and the contribution of our new acquisitions in North America, we expect for 2024 a topline expansion at around the growth rate we experienced in 2023, resulting in sales of about € 2.2 billion. Thanks not least to our Cost Leadership Program, we expect a further increase in our profitability, leading to a similar or slightly higher EBITDA margin than in 2023 and a slightly improved EBT margin for 2024.

On behalf of our Management Board, I would like to thank all our customers, our family of 23,000 colleagues worldwide, our partners, friends and especially you, dear shareholders, for your loyalty to the Fielmann Group. Together, let us continue to help everyonehear and see the beauty in the world.

Hamburg, 18 April 2024

Marc Fielmann

Management

Lukas Ruecker (CEO Fielmann USA) Insurance

Peter Lothes (COO) Manufacturing & Logistics Katja Gross (CHRO) People & Organisation, Digital & IT

Steffen Baetjer (CFO) Finance, Controlling, Legal, Compliance

Dr Bastian Koerber (CSO) Sales, Marketing, Expansion, Real Estate Marc Fielmann (CEO) Strategy, Category Management & Purchasing

Further information on the responsibilities of the Management can be found in the Management Report on page 142.

Supervisory Board

Shareholder representatives

Prof Dr Mark K. Binz 1, 2, 3, 4 Lawyer Stuttgart
(Chairman) Binz & Partner
Hans-Georg Frey 1, 4 Management Consultant Hanstedt
Carolina Mueller-Moehl 2 President of the Board of Directors Zurich (CH)
Mueller-Moehl Group
Hans Joachim Oltersdorf 1, 3, 5 Chief Representative Rellingen
MPA Pharma GmbH
Marie-Christine Ostermann Managing Partner Hamm
Rullko Grosseinkauf GmbH & Co. KG
Pier Paolo Righi 4 CEO & President Amsterdam (NL)
Karl Lagerfeld International B.V.
Sarna Marie Elisabeth Roeser Member of the Management Board Mundelsheim
FAIR VC GmbH
Hans-Otto Schrader Chairman of the Supervisory Board Hamburg
Otto AG für Beteiligungen
Georg Alexander Zeiss 1, 3, 6 Managing Director Ahrensburg
Fielmann Family Office GmbH

Employee representatives

Ralf Greve 1, 2, 3 HR Development Officer Hamburg
(Deputy Chairman) Fielmann Group AG
Heiko Diekhoener Regional Manager Hamburg
Fielmann Group AG
Sieglinde Friess 6 Deputy Regional Director & Collective Hamburg
Bargaining Coordinator, ver.di
Jana Furcht 1 Master Optician Munich
Fielmann AG & Co. OHG
Nathalie Hintz 1 Regional Manager Hamburg
Fielmann Group AG
Frank Schmiedecke Master Optician Hamburg
Fielmann AG & Co Rathaus OHG
Frank Schreckenberg Trade Union Secretary Berlin
ver.di
Mathias Thuernau 2 Head of Sales Support Hamburg
Fielmann Group AG

1 Member of the HR Committee, Chairman: Professor Dr Mark K. Binz

2

Member of the Audit Committee 4

Since 6 March 2024

3

6

Member of the Nomination Committee 5 Until 31 December 2023

Member of the Mediation Committee, Chairman: Professor Dr Mark K. Binz

© A.T.Schaefer

Supervisory Board Report

In the 2023 financial year, the Supervisory Board once again conscientiously discharged the duties incumbent on it under the law and the Articles of Association. Throughout the financial year, the Supervisory Board kept itself informed of all key business developments and supervised the work of the Management Board, advising where necessary. Outside of meetings, the Chairman of the Supervisory Board also remained in direct contact with the Management Board with respect to important matters.

Based on written and oral reports from the Management Board and as part of its discussions, the Supervisory Board dealt comprehensively with Fielmann Group AG's business and financial position, corporate strategy, human resources policy, planning, risk assessment and Compliance organisation. The Supervisory Board met six times in the 2023 financial year. The four ordinary Supervisory Board meetings were held in person, although two members of the Supervisory Board attended via video call for one meeting and three members attended via video call for another. There were also two extraordinary Supervisory Board meetings, which were both held virtually. The Supervisory Board members Ms Sieglinde Friess and Mr Frank Schreckenberg sent their apologies for one ordinary and one extraordinary meeting, respectively. The Supervisory Board members were in full attendance at each of these other meetings.

An extraordinary meeting was held on 19 January 2023. In this meeting, the Management Board provided a report on the Cost Leadership Program, which aims to further increase returns to allow the company to position itself for long-term success. As part of this, the measures identified as necessary by the Management Board in the analysis phase have been brought together into nine strategic initiatives. After a detailed explanation by Mr Georg Alexander Zeiss,

Professor Dr Mark K. Binz Chairman of the Supervisory Board

there was an in-depth exchange of views on this matter. Other topics reported on and discussed included the construction status of the production and logistics centre being built in Chomutov (Czech Republic) and matters currently under consideration as part of the Manufacturing & Logistics (M&L) strategy.

The first ordinary Supervisory Board meeting was held on 2 March 2023. Firstly, Mr Marc Fielmann reported on the provisional key figures of the Fielmann Group in 2022, then on business development so far for the current financial year. The Cost Leadership Program was then discussed again. While the previous meeting had focused on the results of the analysis phase, in this meeting Mr Georg Alexander Zeiss reported on the concrete aspects that had been established in the specification phase. He also provided insights into the savings to be expected and provided further details on the areas of the business that will be affected by the measures.

Dr Lukas Ruecker (at that point in time an advisor, but later CEO of Fielmann USA) attended the meeting as a guest and presented the new M&L strategy ("M&L 2.0") in detail. This strategy will make the core manufacturing and logistics processes more reliable, cheaper, and faster. Sales, Category Management and Procurement will also be included in this. The intention is to complete the transformation to M&L 2.0 by the end of 2025.

Following the discussion on the new M&L strategy, focus turned to the plans for 2023 put forward and presented by Mr Georg Alexander Zeiss based on three scenarios (base-case, bestcase and conservative-case). In this meeting, the Supervisory Board also adopted changes to Section 5 of the Rules of Procedure for the Management Board ("Corporate governance measures requiring approval, reporting"). In particular, the threshold values for consent requirement that are set out in this section were increased considering the company's increased size.

The meeting to discuss the financial statements took place on 13 April 2023. Mr Hans Joachim Oltersdorf, as chair of the Audit Committee, first reported on discussions between the Committee and the auditors and on the information obtained in relation to the audit of the 2022 Annual Financial Statements. Mr Patrick Wendlandt and Ms Christina Marquardt, auditors from Deloitte GmbH, attended the meeting virtually and provided another summary report on the audit of the Annual Financial Statements and Consolidated Financial Statements for 2022. They had already attended a virtual preparatory meeting on 6 April 2023 in which they answered questions from the Supervisory Board members on the audit. Following a discussion, the Supervisory Board approved the Annual and Consolidated Financial Statements for 2022, as well as the corresponding Management Report, Remuneration Report, non-financial reporting, the submitted Dependency Report and the Corporate Social Responsibility Report for 2022.

Mr Marc Fielmann then reported to the Supervisory Board on the business development in the first quarter of 2023. Other topics of discussion included the development in e-commerce (in particular the expansion of the online offering for prescription glasses), the eye care business area, and the cost-savings programme at the head office. The Supervisory Board also approved the plan and forecast for the 2023 financial year.

Finally, the suggested resolutions for the 2023 Annual General Meeting were discussed and adopted. The Supervisory Board decided to suggest to the Annual General Meeting, among other matters, that the company's name be changed to Fielmann Group AG and that the company's line of business be expanded to include e-commerce, healthcare and other services, and software development, the intention being that this would reflect the more central role of Fielmann Aktiengesellschaft as the group holding company of the Fielmann Group.

The second extraordinary Supervisory Board meeting took place (virtually) on 10 May 2023. This meeting focused on the Fielmann Group's plans to enter the US market. Guest speaker Dr Lukas Ruecker, who has many years of professional experience in the US optical industry, provided detailed information on the market conditions in the USA – especially the US health insurance system – and set out the challenges that Fielmann would face. Detailed discussions were then held about the planned acquisition of the US company SVS Vision and the Canadian company Eyevious, which operates the Befitting e-commerce platform in the USA and makes it much easier to buy glasses online. Details were provided of the specific growth opportunities that would come about if the two companies were to be integrated and connected through Fielmann's customer-oriented philosophy. Dr Lukas Ruecker confirmed that he would be willing to assume the position of CEO of Fielmann USA. The Supervisory Board subsequently approved the acquisition of the two companies and the associated acquisition financing by means of a written resolution procedure.

The third ordinary Supervisory Board meeting was held following the Annual General Meeting on 13 July 2023. After a brief review of the Annual General Meeting, discussions were held on the status of the acquisition of SVS Vision and Eyevious, including the financing of these transactions and a planned incentive programme for the US management team.

On the recommendation of the HR Committee, the appointments of Mr Marc Fielmann, Dr Bastian Koerber and Ms Katja Gross to the Management Board were extended by a further three years. This included an increase to the remuneration for Dr Koerber and Ms Gross being approved. Mr Fielmann opted not to receive an increase to his remuneration. On another recommendation from the HR Committee, Mr Steffen Baetjer was appointed as a further Management Board member for a term of three years with effect from 15 August 2023. As planned, Mr Baetjer has, in the meantime, succeeded Mr Georg Alexander Zeiss, who stepped down from the Management Board on 31 December 2023 after serving as Chief Financial Officer for several years.

At the Supervisory Board meeting of 23 November 2023, Ms Katja Gross reported that the property at Fuhlsbuettler Strasse 399 had been chosen as the future headquarters of the Fielmann Group ("Office 2025"). Following due approval by the Supervisory Board, the lease was reported to have been signed. The move to the new head office, which is planned to take place in the third quarter of 2025, will provide a new, future-oriented place of work. The Supervisory Board then resolved to amend the allocation of duties in the Rules of Procedure for the Management Board as of 1 January 2024. In this regard, it was reported that the Management Board will, in future, be supported by two Group Executives (Dr Lukas Ruecker and Mr Peter Lothes), who will assume global responsibility for individual functions.

The Management Board then reported on the business performance in the first three quarters of 2023. The Management Board also presented the plans for 2024 and its framework plans for 2025–2026. After answering questions from its members, the Supervisory Board approved the

plans. Furthermore, after detailed discussions, the Supervisory Board authorised the Management Board to exercise the existing call option vis-à-vis the remaining 20% stake in Óptica del Penedés S.L. ("Óptica & Audiología Universitaria"), Spain – 80% of which had been acquired back in 2020 – with effect from 1 January 2024.

In this last meeting of 2023, the Supervisory Board also passed resolutions on a draft of the declaration on the German Corporate Governance Code as at 31 December 2023 and on a system-related adjustment relating to the Management Board remuneration system for 2023 and 2024. Finally, Mr Steffen Baetjer and Mr Georg Alexander Zeiss reported on ESG reporting obligations and on the accounting system switchover from SAP R/3 to SAP S/4HANA.

In the 2023 financial year, the Nomination Committee and the Mediation Committee, as defined under Section 27 Para. 3 of the German Codetermination Act, had no reason to convene. The HR Committee met on one occasion. Specifically, this meeting dealt with the succession within the Finance division after Mr Georg Alexander Zeiss stepped down from his position as Chief Financial Officer with effect from 31 December 2023. A highly qualified successor was found in Mr Steffen Baetjer.

The Supervisory Board sincerely thanks Mr Zeiss for his many years of successful service to the Fielmann Group and his unfailingly faithful collaboration with the Supervisory Board. Following court approval, Mr Zeiss has since joined the Supervisory Board, succeeding Mr Hans Joachim Oltersdorf, who also stepped down from his position with effect from 31 December 2023. We would also like to extend our deepest thanks to Mr Oltersdorf for his excellent collegiality and the valuable contributions that he has made in his many years serving on the Supervisory Board.

The Audit Committee fulfilled its duties in the reporting year at a total of four meetings. From the Management Board, Mr Georg Alexander Zeiss and, in the last meeting, Mr Steffen Baetjer were available to answer questions from the Audit Committee at all meetings. In addition, Finance and Internal Audit staff were heard and questioned at the meetings.

Topics on the agenda at the first meeting on 1 March 2023 included the Annual Financial Statements for 2022, plans for 2023, the tender procedure for the auditor to be recommended for 2023, and sustainability objectives. The auditors from Deloitte, Mr Patrick Wendlandt and Ms Christina Marquardt, attended the meeting on 5 April 2023. After Mr Georg Alexander Zeiss had given his report, the Audit Committee held a discussion with them regarding the method and results of the 2022 audit without anyone else being present. The meeting on 12 July 2023 focused on the Group Audit report for 2022/2023. The matter of transferring the audit of the Annual Financial Statements to a new auditor was also discussed. At its last meeting on 22 November 2023, the Audit Committee dealt, among other things, with the key points from the audit of the financial statements for the 2023 financial year and with a report on risk management.

Potential conflicts of interest of the members of the Supervisory Board are assessed by the Supervisory Board on an ongoing basis and as part of an additional annual assessment by means of a detailed questionnaire. Members of the Supervisory Board are also required to disclose any potential conflicts of interest. There were no conflicts of interest in the 2023 financial year.

The Annual Financial Statements of Fielmann Group AG and the Consolidated Financial Statements for the 2023 financial year, prepared in accordance with Section 315a of the German Commercial Code (HGB) on the basis of the International Financial Reporting Standards (IFRS), as well as the Management Reports for Fielmann Group AG and the Group, were audited by PricewaterhouseCoopers GmbH Wirtschaftspruefungsgesellschaft, Frankfurt am Main, and passed without qualification. These documents, including the Management Board's proposal for the appropriation of net profits, which were duly submitted to each member of the Supervisory Board, were verified by the Supervisory Board and discussed in detail in the financial statements meeting on 18 April 2024 in the presence of the auditors Mr Thorsten Dzulko and Ms Claudia Niendorf-Senger, who reported on the method and key results of the audit and answered related questions from the members of the Supervisory Board. Following the final results of its examination, the Supervisory Board found no cause for objection. It approved the Annual Financial Statements and the Consolidated Financial Statements for the 2023 financial year, which are therefore adopted. It also seconded the Management Board's proposed appropriation of net profits. The Supervisory Board also approved the Corporate Social Responsibility Report presented for 2023 as well as the Remuneration Report and non-financial reporting.

The auditor also examined the report of the Management Board on transactions with affiliated companies in the 2023 financial year (Dependency Report) and passed it with the unqualified confirmation that the details in the report are correct and that the consideration of the company for the legal transactions outlined in the report was not inappropriately high. The Supervisory Board has examined the Dependency Report of the Management Board and, at its meeting on 18 April 2024, the auditor reported on its findings from the audit. The Supervisory Board raises no objection to the report of the Management Board and the relevant examination conducted by the auditor.

The Supervisory Board would like to thank the Management Board and all staff for their very successful and outstanding work during the past financial year.

Hamburg, 18 April 2024

Professor Dr Mark K. Binz Chairman of the Supervisory Board

The Fielmann Group

As the market leader in Central Europe and one of the largest optical companies in the world, we operate stores and online shops under our own name, but also under brands such as Optika Clarus in Slovenia, Óptica & Audiología Universitaria and Medical Óptica Audición in Spain and SVS Vision in the USA. We serve our 28 million customers with eyewear, contact lenses, hearing aids and primary eye care services.

United States of America

Market review Europe

1 Fielmann estimate, 2024 2Allensbach, Spectaris, Emnid

Contact lenses Where customers most recently purchased contact lenses2 in Germany

European hearing aid market3 Hearing aids

1 Fielmann estimate, 2021

  • 2 Long-term study carried out by the market research institute Kantar TNS on behalf of Fielmann
  • (n=1,000), 2020
  • 3 AEA-EFHOH-Report, bpb

Market review USA

Glasses

US optical market1

billion \$ in sales (incl. contact lens market) 77

Share of people wearing glasses

1 Fielmann estimate, 2024

Fielmann Group Annual Report

for financial year 2023

24 Consolidated accounts for financial year 2023
24 Group Management Report for financial year 2023
60 Consolidated balance sheet as at 31 December 2023
62 Consolidated profit and loss statement for the period from 1 January
to 31 December 2023
63 Statement of the overall result
64 Movement in Group equity
66 Cash flow statement for the Fielmann Group
67 Segment reporting for the Fielmann Group
68 Notes to the consolidated accounts for financial year 2023
68 General information
69 Application of new and amended standards
70 Significant accounting and valuation policies
86 Notes to the consolidated accounts
129 Information on related parties (IAS 24)
132 Other information
136 Statement of holdings and scope of consolidation as at 31 December 2023
149 Affirmation by the Management Board
150 Auditor's report

Management Report

for the Financial Year 2023

1 About Fielmann Group AG and the Group (Introductory note)

The consolidated accounts of Fielmann Group AG and its subsidiaries ("Fielmann", "Fielmann Group", the "Group", "we", "us") as at 31 December 2023 have been prepared in accordance with the International Financial Reporting Standards (IFRS including International Accounting Standards), as adopted by the European Union, valid for the reporting period, taking into account the applicable interpretations of the IFRS Interpretations Committee (IFRS IC) and the former Standard Interpretations Committee (SIC). The provisions of the Handelsgesetzbuch (German Commercial Code, HGB) pursuant to Section 315e Para 1 HGB were also observed. The segment reporting is carried out in line with the Group's internal management, based on the sales markets of Germany, Switzerland, Austria, Spain, North America and Others.

1.1 Company profile

The Fielmann Group provides its 28 million customers with eyewear, contact lenses, hearing aids and primary eyecare services. Our purpose is to help everyone hear and see the beauty in the world. The Group operates an omnichannel platform consisting of digital sales channels and more than 1,000 retail stores worldwide. Founded in 1972, the company is led by Marc Fielmann, representing the second generation of the Fielmann family. The company operates stores and digital sales channels under the brand name Fielmann in multiple countries, namely in Germany, Switzerland, Austria, Italy, Poland , Czech Republic, Ukraine and Luxembourg. The Fielmann Group also trades as Optika Clarus in Slovenia, Óptica & Audiología Universitaria and Medical Óptica Audición in Spain, and SVS Vision in the United States of America.

The Fielmann Group is deeply rooted in the optical industry. With the Group's 23,412 employees (previous year: 22,631 employees), Fielmann acts as a designer, manufacturer, wholesaler and optician, and thus covers the entire value chain in the optical industry. As the market leader in Central Europe the Fielmann Group holds a unit market share of more than 50% in Germany and is the third largest optical retailer worldwide.

1.2 Organisational structure

Fielmann Group AG is headquartered in Hamburg, Germany, and is the Group's parent company. The operational business of the Group is managed by regional holdings, which are directly or indirectly controlled by the parent company. The Group has been growing organically but also through acquisitions. These acquisitions include the Slovenian optical retailer Optika Clarus (acquired in 2019), Óptica & Audiología Universitaria in Spain (acquired in 2020) and Medical Óptica Audición in Northern Spain (acquired in 2022).

In the financial year 2023, the Fielmann Group also acquired in full a group of companies operating under the brand name SVS Vision, headquartered in Detroit, Michigan, effective 1 September 2023. SVS Vision operates 82 optical retail stores across nine US states with a primary presence in Michigan. In addition, SVS Vision runs production facilities as well as a vision insurance.

Eyevious Style, Inc., Calgary, Canada and its subsidiaries were also fully acquired effective 7 June 2023. Its US subsidiary, Eye Style of America Ltd., operates the ecommerce platform Befitting and provides technology that supports insurance customers when buying optical products.

In total, the Fielmann Group operated 1,086 stores at the end of 2023 (previous year: 968 stores). Following a successful two-year pilot trial in Switzerland, Fielmann has been offering an extension to the Group's range of services through Ocumeda AG, Riedt, Switzerland, since the beginning of 2023. Certified opticians at Fielmann stores measure intraocular pressure and perform retinal imaging to provide that data to ophthalmologists. They evaluate it and send a results report to customers within a few days.

Our business activities also include the production of optical products and the respective logistics.

The company's shares are listed in the Prime Standard on the Frankfurt Stock Exchange and are included in the SDAX stock market index. Through KORVA SE, several foundations and direct equity, the Fielmann family controls 72.91% of the shares in Fielmann Group AG. The free float amounts to 27.09%.

1.3 Management Board and Supervisory Board

Fielmann Group AG adheres to the standards of responsible corporate governance listed in the German Corporate Governance Code (GCGC) with respect to the leadership and control of the company. The Management Board of Fielmann Group AG is composed of four people and is responsible for the leadership of the Fielmann Group and the Group. For the period 15 August 2023 to 31 December 2023, between Steffen Baetjer being appointed in August to the Management Board as an additional member and Georg Alexander Zeiss resigning in December, the Group's Management Board consisted of five members.

The Management Board works closely with the Supervisory Board and is monitored by it. Marc Fielmann is the Chairman of the Management Board (CEO) and is in addition responsible for Strategy, IT (until 31 March 2024) and Category Management & Purchasing. Effective 15 August 2023, Steffen Baetjer was appointed as the Management Board member for Controlling and from 1 January 2024 also for Finance, Compliance, Legal and Tax. Bastian Koerber's responsibilities cover Sales, Marketing, Expansion and, through to 14 August 2023, Controlling. Furthermore, since 15 August 2023, Bastian Koerber is also in charge of Real Estate. Katja Gross is responsible for Human Resources & Organisation. In addition, Ms Gross has been Head of Production & Logistics since 1 January 2024 and has become responsible for Digital & IT as a member of the Executive Board on 1 April 2024. Georg Alexander Zeiss left the Group's Management Board on 31 December 2023. Up to that point, Mr Zeiss held responsibilities for Finance, Real Estate (until 14 August 2023), Legal, Compliance and Manufacturing & Logistics.

Formed in accordance with the provisions of the Codetermination Act (MitbestG), the Supervisory Board of Fielmann Group AG has 16 members (six women and ten men). In addition to its monitoring function, it advises the Management Board in the management of the enterprise and is involved in key business decisions. The members of the Supervisory Board are elected for a term of five years. In order to increase the efficiency of its activities, the Supervisory Board has created an HR Committee, an Audit Committee, a Mediation Committee and a Nomination Committee. This is in line with the recommendations of the German Corporate Governance Code and the respective legal requirements.

2 Group declaration on corporate governance

The standards of corporate governance are shown in the corporate governance declaration, in accordance with Sections 315d and 289f of the German Commercial Code (HGB). It contains the declaration of compliance pursuant to Section 161 of the German Stock Corporation Act (AktG), which was issued by the Management Board and Supervisory Board of Fielmann Group AG in December 2023. The declaration on corporate governance has been published and can be accessed at www.fielmann-group.com. It is also part of the Annual Report and the Group Management Report.

3 Business model

As a designer, manufacturer, wholesaler and optician, the Group covers the entire value chain in the optical industry. Our largest manufacturing & logistics site is located in Rathenow, Germany, where the Group produces mineral and plastic lenses, fits them into the customers' frames and then delivers them overnight to the stores. In addition to our Rathenow facility, Fielmann's manufacturing and logistics network includes several other production and logistics centres, either operated by the Group itself, in joint ventures or by third parties. In the reporting year, across the network a daily average of more than 17,000 lenses (previous year: 17,000) were delivered and over 62,000 orders (previous year: 55,000) processed. In total, Fielmann manufactured 4.1 million lenses in a range of coatings and finishes, and shipped 8.9 million frames to the stores (previous year: 4.3 million lenses / 8.5 million frames). The Group's optical product range includes frames, lenses, sunglasses, contact lenses, safety eyewear, related articles, accessories and merchandise. Through its omnichannel business model, the Group combines digital sales channels and personal customer service at more than 1,086 stores (previous year: 968) in Europe and the United States.

Increasingly, the Group offers primary eyecare in Germany, Switzerland and the United States of America. In Germany and Switzerland, such services are offered as the Eye Health Check Up through Ocumeda in more than 100 stores with a plan to continue the roll-out in these two countries across the majority of the store network. We expect to offer the service in more than 400 stores before the end of the year 2024. In the United States States, the Group offers primary eyecare through a doctor network in its SVS Vision store network.

In addition to optical products and services, the Group offers its customers hearing systems and hearing aid services at 385 locations (previous year: 352) in Germany, Switzerland, Austria, Spain und Slovenia.

4 Regulatory environment

The majority of the products sold by the Group are medical devices. In many markets, the manufacture and sale of these products is strictly regulated and subject to many conditions.

Optical market

In most Western and Central European markets reimbursements by health insurance providers only play a minor role in the optical industry.

In Germany, only a very limited group of people is eligible for reimbursements for eyewear with prescription lenses from statutory health insurance companies. Amongst them are children and teenagers up to the age of 18 and adults with significant visual impairments in both eyes.

In Switzerland, many customers have private health insurance that covers glasses. In Austria, partial cost reimbursement is available through health insurance, with customers paying only a deductible. Only children and people in need are exempt from the deductible. In Spain, for those in need, refunds are possible within the framework of social assistance.

Finally, in the United States of America, insured individuals are typically eligible for optical benefits either under an employer-provided insurance package or through state or federal support programmes, such as Medicare and Medicaid.

Hearing acoustics market

In the acoustics industry, people with statutory health insurance in our Central European markets where the Fielmann Group provide hearing aids, namely Germany, Switzerland and Austria are, for the most part, entitled to treatment that restores their hearing ability as close to normal hearing as is possible using the latest medical technology.

In Spain, these services are not covered by statutory health insurance companies.

5 Market and technology position

The optical and acoustics markets benefit from strong underlying growth factors: An ageing population and increasing myopia in younger generations are the key drivers of this development.

Thanks to our strong brands and our extensive omnichannel network we are well positioned to capture these growth trends. In Central Europe we are the market leader, in Spain and across Eastern Europe we continue to build our position and are confident to achieve a market leading position in the medium- to long-term. Markets in Southern Europe, Western Europe and North America provide significant growth opportunities.

In Germany, the average annual sales per Fielmann store amounted to € 2.5 million (previous year: € 2.3 million), compared to around € 0.3 million for traditional optical stores (previous year: € 0.3 millionen).

In Switzerland, each Fielmann store generates average annual sales of € 5.2 million (previous year: € 5.6 million), and our Austrian stores an average of € 2.6 million (previous year: € 2.4 million). In Spain, the respective figure amounts to € 1.7 million (previous year: € 1.5 million). The Group entered the US market on 1 September 2023 by acquiring SVS Vision. The company is the market leader in Michigan and, overall, operates 82 stores in nine US states. Each store recorded in 2023 average annual sales of € 1.2 million.

The Fielmann Group is driving international expansion by rolling out our omnichannel platform and opening new stores. The sales recorded in our major markets outside of Germany grew by double digits, with the exception of Switzerland which delivered +4.4% sales growth in a challenging environment. In total, the international markets contributed around € 625.3 million, or 31.8% (previous year:28.8%), to our consolidated sales in the financial year 2023, thereby achieving a growth of 23.5% compared to the previous year (€ 506.3 million).

We have developed an omnichannel platform for major product categories. Besides developing a seamless interaction between digital services, e-commerce channels and personal service in our stores, we are investing in and deploying innovative technologies such as optical measurement technology and primary eyecare services based on state-of-the-art technology. Fielmann Ventures develops these technologies and services in collaboration with technology companies and innovative start-ups.

6 Controlling

6.1 Key performance indicators

Across the Group, we use the same financial and non-financial performance indicators to evaluate our performance.

To measure financial performance, we use four key performance indicators:

  • (i) number of glasses sold,
  • (ii) sales revenue,

  • (iii) earnings before interest, taxes, depreciation and amortisation (EBITDA and EBITDA margin),

  • (iv) earnings before taxes (EBT and the EBT margin).

Fielmann reports its growth and earnings development based on the sales statistics and – without any further adjustments – the profit and loss statement. The financial performance indicators are calculated monthly and reported internally.

Our key non-financial performance indicators is "customer satisfaction" and we regularly determine that measure through customer surveys in our key territories.

The key performance indicators are defined as follows:

  • Unit sales: number of glasses sold including sunglasses with prescription lenses, excluding contact lenses (standard lenses) and hearing aids as well as other merchandise
  • Sales revenues: consolidated sales of the Group as disclosed in the consolidated profit and loss statement and the segmental reporting
  • EBITDA: earnings before interest, taxes, depreciation and amortisation as disclosed in the consolidated profit and loss statement
  • EBT: earnings before taxes, as disclosed in the consolidated profit and loss statement and the segmental reporting
  • Customer satisfaction: Percentage of "very satisfied" and "satisfied" customers, determined in surveys conducted by Fielmann Group AG or independent market research institutes commissioned by us

The results of these key performance indicators have a determining influence on the level of remuneration for store and senior management and the Management Board. Further indicators are determined regularly or optionally and are included, as needed, in our ongoing reporting.

At present, the Group considers the following performance indicators to provide information on operational performance and achievement of strategic targets:

  • The number of stores with and without audiology services
  • The average unit sales and sales revenue per store
  • Unit sales for audiology products and contact lenses
  • The level of investment in expansion, modernisation and maintenance of the store network, as well as in production and infrastructure

All performance indicators are continuously checked for their suitability and might be replaced. A different sales structure, new products, or a modification of the sales mix may lead to an amended assessment. The key financial performance indicators are reported externally on a quarterly basis at Group and segment level. Customer satisfaction is reported once a year at Group level. Satisfied customers recommend Fielmann to others. A high level of customer satisfaction is an indicator of high customer loyalty.

6.2 Calculation method of relative indicators

In the economic report, Fielmann also provides details on the following relative indicators:

  • EBITDA margin: earnings before interest, taxes and depreciation and amortisation / consolidated sales x 100
  • Group EBT margin: earnings before taxes / consolidated sales x 100
  • Tax rate for the Group: taxes on income / earnings before taxes (EBT) x 100
  • Segment pre-tax profit margin on sales: pre-tax segment earnings / external segment sales revenues x 100
  • Net margin: net income for the year / consolidated sales x 100
  • Return on equity after tax: profits to be allocated to parent company shareholders / equity of the parent company's shareholders x 100

7 Economic report

The external key figures listed below and the comments on the macroeconomic developments are based on publications up to 9 February 2024.

7.1 Macroeconomic situation

7.1.1 Europe

After an initial solid economic growth in 2022, real GDP fell towards the end of the year and hardly recovered at all in 2023. The persistently high, albeit declining, level of inflation, the low level of international demand and the ECB's tightened monetary policy subdued the European economy's development last year.

Nonetheless, labour force participation and the rate of employment increased in 2023, reaching the highest level ever recorded in the EU in the second quarter, while the unemployment rate was at near record-low during the year.

Despite the more restrictive monetary policy, which is reflected in a steep rise in interest rates, investments continued to grow – aided by generally solid company balance sheets.

7.1.2 Economic development in Western and Central Europe (Germany, Switzerland, Austria, Slovenia)

Western and central European economies, which were still battling the impact of the coronavirus pandemic 2022, came under strong pressure in 2023 from sharp increases in the prices of energy, food and raw materials due to the war in Ukraine and the related geo-political shifts as well as changes in the macroeconomic supply chains.

In addition, the attempts to significantly reduce the dependency on Russian oil and gas led to a temporary demand/supply imbalance with significantly rising price levels. This 'energy crisis' had a negative effect on the purchasing power of private households as well as on the manufacturing sector.

In Germany, economic activity declined slightly in 2023. The loss of purchasing power due to high inflation levels and the tightening of financing conditions were impacting consumer spending and investment. However, this negative development was softened by the continued high level of employment combined with even a slight increase in real-wages. After a weak first half of the year, industrial production continued to fall during the rest of the year. In addition, exports decreased as the economic situation of Germany's main trade partners also deteriorated.

Weak economic activity in the international industrial sector also impacted the manufacturing sector in Switzerland. Nevertheless, the Swiss economy was supported by the dynamic of exports of chemical and pharmaceutical products. In contrast, domestic demand was weak, while private consumer spending increased minimally in Switzerland. Unemployment was still at a very low level and inflation remained close to price stability due to the lower dependency on Russia for energy.

The Austrian economy contracted in 2023 due to high energy prices, which impacted private households and industry, rising unit labour costs, and sluggish growth in exports. The labour market has fared well, however, despite the economic headwinds. With the measures to combat Covid-19 are coming to an end and steps are being taken to soften the blow of high energy prices.

Slovenia's economy continued to grow strongly, even in a difficult environment. Private consumer spending remained rather low, however, in contrast to the pick-up in investment activity, driven mainly by the construction industry. In August, Slovenia was hit by exceptionally heavy flooding which caused considerable damage to infrastructure and residential buildings, and therefore also affected GDP growth, which had been forecasted to be higher.

7.1.3 Economic development in Southern Europe (Spain, Italy)

Spain recorded economic growth last year, although it lost momentum as the year progressed. The main reasons for this were the negative development in the tourism sector and the weaker economic situation of Spain's main trading partners. Domestically, high interest rates furthered a decline in the property sector and this had a negative impact on investment growth. Furthermore, the employment growth rate declined. Consequently, the rise in real household incomes had only a limited positive effect on consumer spending.

The economic recovery of the EU's third largest economy, Italy, came to a standstill in the second quarter of 2023. Although there was a slight increase in labour force participation, the abrupt end of tax credits for certain construction activities had a negative effect on the overall economy. Overall, however, Italy's economic output increased slightly in 2023.

7.1.4 Economic development in Eastern Europe (Poland, Czech Republic, Ukraine)

The Polish economy grew marginally in 2023, after years of continuous expansion. Despite low unemployment and growth in real wages, household spending was curbed by high inflation and the low level of consumer confidence. In particular, the proximity to Ukraine und the un-doing of economic ties to Russia had a negative effect.

The Czech economic performance has been rather muted for some time now. The main reason for this is weak domestic demand, due to high interest rates and high inflation. However, export demand has also weakened recently due to the unfavourable development in Germany, which is a main trading partner.

Still impacted by war, Ukraine's GDP fell by around a third in 2023, according to initial estimates.

7.1.5 Economic development in the USA

In the USA, both private consumer spending and capital investments increased noticeably. The downturn in residential construction investments has continued, albeit to a lesser extent. However, the restrictive monetary policy and an easing in labour demand curbed consumer demand in the fourth quarter. In contrast, company investments continued to increase, for several reasons including state subsidy programmes. Overall, the USA recorded robust economic growth.

7.2 Industry-specific situation

7.2.1 The optical market

Customer uncertainty resulting from rising consumer prices led to consumer reticence in the optical market, particularly from summer onwards in the reporting year. The German Central Association of Opticians (ZVA) calculated that unit sales for the optical industry in Germany for 2023 amounted to 12.2 million pairs of glasses (previous year: 12.5 million), a decrease of 2.7%. The ZVA estimates that overall sales increased about 1.1% to € 6.8 billion (previous year: € 6.7 billion). According to the industry association, the number of optical stores (including all stores and operating) units was around 11,000 at the end of the reporting period (previous year: 11,100). The process of concentration through vertical and horizontal integration in the international optical industry continued. In 2023, in Germany, around 2,500 stores were owned by the ten top retailers. With a total of around 11,000 stores, this represents a share of 23% (previous year: 23%) of all stores.

According to Fielmann Group estimates, total industry unit sales in Switzerland fell slightly while sales climbed by 3.5% due to exchange rate. Overall, unit sales for the sector stood at around 1.0 million pairs of glasses and sales revenues at CHF 1.2 billion (previous year: CHF 1.3 billion). As in the previous year, the number of optical stores in Switzerland amounted to around 1,100. In Austria, the number of glasses sold remained unchanged at 1.2 million (previous year: 1.2 million) according to our estimates, while the market´s total sales revenue increased by approx. 4.0% to € 0.5 billion (previous year: € 0.4 billion).

In Spain, 9,720 optical stores sold approx. 6.0 million glasses in the reporting year (previous year: 6.0 million). The industry generated total sales of an estimated € 2.0 billion (previous year: € 2.0 billion).

Around 98 million pairs of glasses are sold in the USA every year. The market´s total Sales amount to an estimated USD 76.5 billion.

7.2.2 The hearing aid market

Last year, there were 7,335 hearing-aid-centres across Germany (previous year: 7,250) which fitted around 1.6 million hearing aids (previous year: 1.6 million), according to estimates from the German Federal Guild for Hearing Healthcare Professionals (BIHA). Total industry sales amounted to around € 1.8 billion (previous year: € 1.6 billion). Figures for other European markets are not available.

7.3 General statement on the economic conditions

The economic conditions in the markets relevant to the Group as well as the industry-specific environment have been influenced by a variety of exogenous factors, resulting in a generally low level of consumer confidence across Europe. Despite being more non-cyclical in nature, the optical industry was unable to fully escape the general consumer behaviour. We continue to expect positive economic development in the USA.

Overall, the Management Board considers the current economic conditions to be positive for both Fielmann Group AG and the Fielmann Group.

8 The Group's financial performance, financial position and cash flows

8.1 Financial performance

The Group increased its units sold and sales revenue in the financial year 2023 and extended its market shares across major markets. In Germany, for example, the Group raised the unit market share by two percentage points. Most markets in Eastern and Southern Europe posted double-digit increases on the previous year, and our market shares rose as well. Fielmann recorded an increase in sales in all regional markets of 3.6% to reach 8.9 million pairs of glasses (previous year: 8.6 million). The number of standard contact lenses sold increased by 14.1% to around 444 million (previous year: 389 million), with e-commerce accounting for more than 50%. The number of hearing aids sold amounted to over 119,000 (previous year: 106,200), representing an increase of 12.1%. Group Sales grew by 11.9% to € 1,969.1 million (previous year: € 1,759.0 million). The sales increase was volume-driven and also down to increased demand for highquality lenses and frames.

The Central European markets reported solid, single-digit growth compared to the previous year. We achieved double-digit sales increases, however, in Spain, the Czech Republic, Italy and Poland. In total, international markets contributed around € 625.3 million to consolidated sales in the financial year 2023, corresponding to year-on-year growth of 23.5% (up from € 506.3 million). Including changes in inventories, consolidated sales amount to € 1,972.1 million (previous year: € 1,763.1 million). Earnings before interest, taxes, depreciation and amortisation (EBITDA) amounted to € 410.1 million, an increase of 20.8% (previous year: € 339.5 million). The EBITDA margin, based on the Group's total operating performance, amounts to 20.8% (previous year: 19.3%). Group earnings before taxes (EBT) reached € 193.7 million (+20.8%, previous year: € 160.4 million). This corresponds to a pre-tax margin of 9.8% (previous year: 9.1%). The tax rate for the Group relative to EBT stood at 32.6%, after 31.6% the previous year.

Net income totalled € 130.6 million, an increase of 19.1% (previous year: € 109.7 million) giving a net margin on consolidated sales of 6.6% (previous year: 6.2%). After deducting minority interests, Fielmann Group AG's shareholders were left with a profit of € 127.6 million, an increase of 23.1% (previous year: € 103.7 million). The return on equity after tax thus amounted to 14.7% (previous year: 12.9%). Earnings per share amounted to € 1.52 (previous year: € 1.23).

8.2 Financial position

In the reporting year, total Group assets rose by 12.4% to € 1,986.3 million (previous year: € 1,766.7 million).

Intangible assets increased by 30.1% to € 218.9 million (previous year: € 168.2 million). Acquisitions and other additions amounted to € 74.9 million contrasted by write-downs and disposals of € 21.2 million. The additions to intangible assets as well as the additions to goodwill are largely in connection with the acquisitions of SVS Vision (Detroit, USA) and Eyevious Style (Calgary, Canada) as well as the investment in Ocumeda AG (Riedt, Switzerland).

In total, goodwill rose by € 83.0 million to € 300.0 million (previous year: € 216.7 million). Investments made in the reporting year in tangible assets, such as new stores, the expansion of hearing aid studios, the conversion of existing stores and the upgrade of the logistical capabilities in Rathenow, led to on-balance-sheet additions of € 89.7 million and exceeded depreciation on tangible assets by 50.4%. Tangible assets increased to € 390.8 million at the reporting date 2023 (previous year: € 360.8 million), which corresponded to 19.7% (previous year: 20.4%) of total Group assets. The equity cover for tangible assets amounted to 237.0% (previous year: 236.5%) as at the reporting date 2023.

Rights of usufruct from leases arose from renting stores and, to a limited extent, from car leases. The 9.1% increase to € 509.9 million is attributed to the new rental of business premises in Germany and abroad, as well as the first-time consolidation of the American optical chain SVS Vision (previous year € 467.3 million).

The decrease in non-current other financial assets by € 10.9 million to € 5.7 million (previous year: € 16.6 million) is in connection with the use of liquid funds for capital investments with a remaining maturity of over one year at the time of acquisition. In the light of the increased investment activities, no further financial investments were made in the financial year 2023. Against this background, investments with a final maturity of more than three months also decreased by € 75.7 million to € 22.9 million (previous year: € 98.6 million).

Current assets amounted to € 510.4 million (previous year: € 489.9 million). Inventories increased by approx. € 6.8 million due to the expansion of the scope of consolidation, but also by a total of 22.7% or € 41.5 million to € 224.7 million in order to increase delivery capacity of all product categories (previous year: € 183.2 million).

At the reporting date, trade receivables were up by € 11.3 million to € 55.6 million (previous year: € 44.3 million), but should not be considered significant on account of the business model. Around € 2.9 million is attributable to the first-time consolidation of SVS Vision. Current financial assets fell due to the increased investments, especially by way of the purchase price payments for participating interests in SVS Vision (Detroit, USA), Eyevious Style (Calgary, Canada) and Ocumeda AG (Riedt, Switzerland). At the end of the reporting year, financial resources (liquid funds and assets with a remaining maturity of up to three months on the acquisition date) amounted to € 58.9 million (previous year: € 51.2 million).

Inflation and exchange rate effects have no significant impact on the Group's financial position.

8.3 Cash flow

Financial assets (other non-current financial assets, current financial assets, as well as cash and cash equivalents) amounted to € 95.6 million (previous year: € 175.5 million) at the reporting date. The decrease of € 79.9 million is mainly due to the dividend payout in July 2023 and the purchase price payment for the holdings in SVS Vision (Detroit, USA), Eyevious Style (Calgary, Canada) and Ocumeda AG (Riedt, Switzerland). In total, the Group invested around € 268.4 million in holdings in the financial year 2023. Including financial liabilities, Fielmann had a negative net position at the end of 2023 of € 30.6 million (previous year: positive net position of € 89.9 million). The Group's investment policy is defensive and focused on safeguarding the assets of the company. Investment guidelines provide caps for individual issuers as well as asset classes. Investment decisions are made centrally. Non-current assets mainly consist of bonds with a good credit rating that are held by Fielmann Group AG. For further information, particularly with regard to the changed maturity of assets, please refer to Note 28 in the Notes to the Consolidated Accounts. Due to the increased liquidity needs resulting from the acquisitions made, the Management Board decided not to make any further capital market investments.

The Group only entered into non-current liabilities with financial institutions to a negligible extent. Any further short-term credit lines were used in the reporting year as a bridge loan for funding investments, for settling operating payables, and for sureties. In total, as at the end of the year, fixed credit lines of € 250 million from several banks were available to Fielmann Group AG for short-term liquidity protection. As at the reporting date, these lines of credit were drawn down in the amount of € 72.1 million (previous year: € 24.5 million).

Consolidated equity attributable to the owners of the parent company rose by 8.3%, or € 66.5 million, and amounted to € 867.7 million at the end of 2023 (previous year: € 801.2 million). However, the equity ratio remained at a consistently high level of 46.6% (previous year: 48.5%).

As at the end of 2023, non-current liabilities totalled € 530.9 million (previous year: € 521.7 million). The main reason for the increase was the rise in liabilities from leases, which for the most part came from lease obligations for new stores in existing markets and from acquired lease obligations as part of the international expansion. Non-current liabilities to banks amounted to € 0.2 million (previous year: € 0.4 million). The decrease in non-current financial liabilities mainly comes from the valuation of a put option for the shares remaining with the previous owners of the Spanish company Óptica del Penedés, S.L., which were assigned to current financial liabilities. Non-current accruals increased by € 7.7 million to € 33.0 million (previous year: € 25.2 million). They contain pension accruals worth € 7.2 million (previous year: € 6.8 million), which are exclusively attributable to the German segment and mostly concern non-forfeitable pension commitments.

Current liabilities increased by 35.2% to € 529.5 million (previous year: € 391.8 million) largely due to the allocation of the put option and the current liabilities to banks. In addition, current accruals increased by 10.2% to € 75.2 million (previous year: € 68.3 million). These are largely related to performance-based staff remuneration and guarantees.

At the reporting date, trade liabilities had increased by € 6.9 million to € 92.2 million (previous year: € 85.2 million). There were no major changes to the terms of payment in the period under review. The increase in current financial liabilities is largely related to the exercise of the put and call option to acquire the remaining 20% of shares in the company Óptica del Penedés, S.L worth € 61.3 million.

The non-financial liabilities include, among others, contractual obligations under the zero-cost insurance and hearing aid repair sums, and increased as the volume of business grew. As at the reporting date, the Group's debt ratio amounts to 53.4%, having been 51.7% in the previous year.

8.4 Operating Cash flow and investments

Cash flow from operating activities increased by 15.4% to € 282.8 million (previous year: € 245.0 million). The significant increase is mainly due to the growth of earnings before taxes coupled with higher interest expenditure from leases recognised in profit or loss as well as expenses included in the financial result and right-of-use assets. This development was partly offset in particular by the increase in inventories. Operating cash flow per share rose to € 3.37 (previous year: € 2.92).

The negative cash flow from investment activity amounts to € -143.3 million (previous year: € -159.8 million). The cash flow in the period under review was heavily influenced by the acquisitions of SVS Vision, Eyevious Style and the investment in Ocumeda AG. Major investments were also made in the expansion and modernisation of the store network in the reporting year. The minor outflows for the acquisition of securities and other investments had an inverse effect on the cash flow from investment activities. Payments for tangible assets amounted to a total of € 84.0 million (previous year: € 82.0 million).

Free cash flow - the sum of cash flow from operating activities and investing activities - increased to € 139.5 million (previous year: € 85.1 million). The negative cash flow from financing activities fell by 36.9% to -€ 132.0 million (previous year: € -209.2 million). This marked decrease is largely due to the reduced dividend payment. The dividend distribution of Fielmann Group AG for the 2022 financial year in July 2023 amounted to € 63.0 million (previous year: € 126.0 million). The increase in debt financing had a positive impact. In total, cash and cash equivalents rose slightly by € 7.7 million to € 58.9 million at the reporting date 2023 (previous year: € 51.3 million).

8.5 Business performance of the Group

In 2023, the Fielmann Group continued to pursue its Vision 2025 and strengthened its position in the optical and hearing aid markets across the Western Hemisphere. Organic growth was driven by the ongoing rollout of our omnichannel platform, the opening of new stores, and the relocation to more attractive locations.

The number of stores increased by 118 to a total of 1,086 by the end of 2023 thanks to new openings and the acquisition of our North American business. Organic growth added 36 new stores, while 82 stores were acquired as part of the takeover of SVS Vision in the USA. At the same time, a further 33 stores now have hearing aid studios, increasing their overall number to 385.

8.6 Overall assessment of the business situation

In the financial year 2023, persistently high inflation and rising interest rates led to a low level of consumer confidence. Customers chose to buy products where they know they can get guaranteed quality and service at the best prices. In the optical and hearing care industries, this is the Fielmann Group. Our family business increased its market shares in the key markets, exceeded the Vision 2025 sales target and improved the EBITDA margin. Consolidated sales grew by 11.9% to € 1.97 billion (previous year: € 1.76 billion). These figures correspond to the forecast we communicated in September and which was confirmed in November. The drivers of this positive development were our strong organic growth in the existing markets as well as additional growth by way of acquisitions. The investments in digitalisation and internationalisation boosted the above-average growth of the digital sales channels, while the international markets continued their strong growth levels.

EBITDA increased by 20.8% compared with the previous year and EBT rose by 20.8% year-on-year to € 193.7 million. With an equity ratio of 46.6% at the reporting date 2023, Fielmann still enjoys a solid financial base. The investments were mostly financed from current cash flow and available liquidity.

2023 2022
Net income for the year in € m 130.6 109.7
Income attributable
to minority interests
in € m -3.0 -6.1
Profits attributable to parent com
pany shareholders
in € m 127.6 103.7
Number of shares in m 84.0 84.0
Earnings per share 1.52 1.23

9 Main influencing factors in earnings performance

There was an increase of 48.0% in other operating income to € 30.2 million (previous year: € 20.4 million). This item mainly includes income from the reversal of value adjustments and accruals, valuation gains on financial instruments, and bonuses received. Due to currency differences, particularly between the euro and the US dollar and between the euro and the Swiss franc, the Group generated an income in the reporting year of approx. € 7.1 million, compared with € 4.8 million in the previous year. The valuation of the put and call option to acquire the residual holding of the previous owners of the companies Óptica del Penedés, S.L. and Ocumeda AG led to earnings of € 2.4 million. In the reporting year, past impairments worth € 7.8 million were written up again due to sustainably higher cash flows.

The increase in the cost of materials was disproportionately lower compared to consolidated sales, increasing by just 3.9% to € 398.7 million (previous year: € 383.7 million). The cost ratio improved overall to 20.2% (previous year: 21.8%) due to an improved sales structure.

Personnel expenses rose by 13.6% to € 865.9 million (previous year: € 762.0 million). In relation to the Group's total operating performance, the personnel expenses ratio thus increased to 43.9% compared to 43.2% in 2022. Salaries were increased and adjusted in several markets, particularly for opticians and hearing care professionals in our stores, in order to address the shortage of skilled labour in the optical and hearing care sector. In addition, the increase in the number of employees by 3.4% to 23,412 (previous year: 22,631) contributed to the overall increase of € 103.9 million. A total of 1,213 employees worked in hearing care studios (previous year: 1,166 employees).

Other operating expenses totalled € 327.6 million (previous year: € 298.3 million). Advertising expenses fell by 8.4% in the period under review. An increase of around € 14.5 million was attributable to maintenance and repair, particularly in the area of IT. Other personnel costs rose by € 10.0 million and money transfer costs by € 3.0 million. In contrast, general office costs fell by € 15.2 million. Costs for consulting and services remained at the previous year's level overall. Expenses for exchange rate differences rose by a further € 1.1 million.

Depreciation of right-of-use assets from leases as defined by IFRS 16 increased by 6.0% to € 101.6 million (previous year: € 95.9 million). They are primarily related to the rental of shops, while car leasing is of secondary importance. Other depreciation and amortisation increased by 12.5% to € 94.6 million (previous year: € 84.1 million). The significant increase is related to the increased investment volume in recent years and primarily concerns the regular depreciation of property, plant and equipment. In the reporting year, depreciations totalling € 10.3 million (previous year: € 8.8 million) were made due to impairments recognised as part of the impairment test.

Income in the financial result totalled € 4.0 million (previous year: € 9.0 million). It includes, on the one hand, non-cash effects in connection with compounding and discounting due to the IFRS/IAS measurement of balance sheet items and, on the other hand, operating interest income resulting from the investment of financial assets. The result attributable to cash investments and investments recorded income of € 0.3 million. The significant decrease is due to valuations in connection with IFRS 16 "Leases" and the subsequent valuation of the put option for the acquisition of the remaining 20% shares in Óptica del Penedés, S.L.

9.1 Business situation and financial performance of the segments

In Germany, Fielmann increased its unit sales in the reporting year to 6.7 million pairs of glasses (previous year: 6.6 million). External sales rose by 7.3% to € 1,343.8 million (previous year: € 1,252.7 million). The number of stores at the end of the year was 619 (previous year: 614). Fielmann operates 6% of all stores in Germany (previous year: 5%). In terms of sales revenues, the market share stands at 23% (previous year: 22%) and, in terms of unit sales, 55% (previous year: 53%). Earnings before taxes ran to € 162.7 million (previous year: € 138.6 million). The EBT margin on sales amounted to 12.1%, having been 11.1% the previous year.

With 44 stores in Switzerland (previous year: 46 stores), Fielmann achieved sales of 436,000 pairs of glasses (previous year: 463,000 pairs). External segment sales grew by 4.4% to € 217.3 million (previous year: € 208.2 million). According to its own estimates, Fielmann achieved a sales market share of 19% (previous year: 17%) and a unit sales market share of 44% (previous year: 46%) in Switzerland with 4% of all specialist optical shops (previous year: 4%). Without taking into account the currency effects of the Swiss franc's moderate gain on the euro, the sales increase amounted to 1.1%. Earnings before taxes improved significantly to € 43.5 million (previous year: € 34.4 million). In this case, movements in the Swiss franc contributed around € 1.4 million. The segment's EBT margin was 20.0%, having been 16.5% in the 2022 financial year.

Sales in Austria totalled 393,000 pairs of glasses in the reporting year (previous year: 395,000 pairs). External sales in the segment rose by 9.7% to € 90.8 million (previous year: € 82.8 million). With 44 stores (previous year: 39 stores), Fielmann now operates according to its own estimates 4% (previous year: 3%) of all specialist optical shops in Austria, achieving a sales market share of 24% (previous year: 23%) and a unit market share of 33% (previous year: 32%). Earnings before taxes improved by 4.0 million to € 10.1 million, compared to € 6.1 million in the previous year. The pre-tax return on sales amounted to 11.1% (previous year: 7.4%).

In Spain, the number of stores under the brand names Óptica & Audiología Universitaria and Medical Óptica Audición increased in the course of the year from 111 to 123. The number of glasses sold in Spain rose by 29.1% to 567,000 (previous year: 439,000). Accounting for around 1% of all optical stores, we estimate the sales market share of the segment to be approx. 10% (previous year: 6%) and the unit market share to be 9% (previous year: 7%). With external sales for the segment of € 175.4 million (previous year: € 123.3 million), earnings before taxes amounted to € 10.0 million (previous year: € 10.4 million) and the EBT margin on sales to 5.7% (previous year: 8.4%).

After acquiring SVS Vision as of 1 September 2023, Fielmann now operates 82 stores in North America. In this segment, external sales for the period from 1 September to 31 December 2023 amounted to € 32.4 million. Earnings before taxes totalled € -10.2 million, because of the transaction cost for the purchase.

In the EU member states of Italy, Poland, Slovenia, the Netherlands, Luxembourg, the Czech Republic and France, Fielmann operated a total of 174 stores at the end of 2023 (previous year: 158), which are grouped together with our 51 smaller locations (previous year: 51) in Belarus and Ukraine in the "Others" segment. Fielmann last year opened 2 stores in Italy (total of 54 stores) and 9 stores in Poland (total of 54 stores). In the Czech market, Fielmann operated 6 additional stores by the end of the year (a total of 14 stores there). An unchanged number of 35 stores were operated in Slovenia. One more store was opened in the Netherlands (a total of 12 stores) while 3 stores still being operated in Luxembourg. External sales in the "Others" segment amounted to a total of € 109.4 million (previous year: € 92.0 million). Earnings before taxes totalled -€ 21.9 million (previous year: -€ 28.9 million). This particularly reflects the start-up costs for newly opened stores.

9.2 Comparison of planned/actual data 2023

The Group formulated its expectations regarding the Group's business development in 2023 in the 2022 Annual Report. These expectations have been largely met.

KPI Plan for 2023 Actual data 2023
Unit sales: Number of glasses sold, including sun
glasses with prescription lenses, excluding contact
lenses, hearing aids and other goods.
Increase of between
4% and 8%
3.6%
Consolidated sales Increase of between
7% and 10%
11.9%
EBITDA (earnings before interest, taxes, deprecia
tion and amortisation)
Increase of between
9% and 21%
20.8%
EBT margin Between 9%
and 11%
9.8%
Customer Satisfaction Over 90% 92%
Additional planned figures
Investments in the expansion, modernisation and
maintenance of the sales network, as well as in
production and infrastructure
More than
€ 150.0 million
€ 268.4 million
Openings and renovations More than 50 new
stores are set to be
opened or acquired
in all markets by
2023. Fielmann is
planning renovati
ons or extensions
for more than 70
other stores.
Number of stores
+118
60 conversions
or removals
Investments by regions Germany
€ 79.6 million
Germany
€ 52.8 million
Switzerland
€ 9.7 million
Switzerland
€ 22.0 million
Spain
€ 8.3 million
Spain
€ 19.4 million
Austria
€ 5.1 million
Austria
€ 5.5 million
Italy
€ 3.3 million
Italy
€ 1.1 million
Poland
€ 2.4 million
Poland
€ 3.7 million
Investments in the renovation of existing stores and
new openings
€ 71.4 million € 204.6 million
Investments in production capacities € 51.1 million € 0.2 million1
Investments in infrastructure and sales channels € 27.5 million € 63.6 million
Costs of training and continued professional de
velopment
More than
€ 20 million
€ 23.3 million

1 The investments for the new logistics centre at the Czech site in Chomutov have been postponed due to the delayed takeover of the building.

10 Appropriation of profits

The Group's net income for the financial year 2023 amounts to € 130.6 million (previous year: € 109.7 million). The Management and Supervisory Boards will propose a dividend payout totalling € 84.0 million (previous year: € 63.0 million), or € 1.00 per share (previous year: € 0.75), to the Annual General Meeting on 11 July 2024. The proposed payout rate based on the consolidated income, which is attributed to the shareholders of Fielmann Group AG, therefore amounts to 65.8% (previous year: 60.6%).

11 Employees

Fielmann is the optical industry's largest employer in Western and Central Europe and the third-largest company worldwide. In the reporting year, an average of 22,974 staff were employed by the Group (previous year: 22,136 employees). The number of full-time equivalent employees increased from 16,681 to 17,317. This increase is largely driven by our international expansion and includes 653 additional employees of SVS Vision and Befitting who joined the Group subsequent to the acquisitions in 2023. Personnel expenses increased to € 865.9 million (previous year: € 762.0 million).

As far as possible, Fielmann accommodates individual requests for a better work-life balance and implements flexible working times to ensure a family-friendly atmosphere. As in the previous year, almost 30% of the Group's employees worked on a part-time basis in 2023. The percentage of female employees in the total staff remained at a high level of 70.3% (previous year: 69.4%). The proportion of women in the top three management levels below the Management Board remained unchanged at 40%, while this figure was 25% in the Management Board of Fielmann Group AG and 37.5% in the Supervisory Board. Many Fielmann Group employees are also shareholders in the Group: At the end of 2023, about 70% of the employees held Fielmann shares, meaning they receive dividends in addition to their salaries.

11.1 Training and professional development

To address the challenge of demographic change – a rising number of customers coinciding with a reduced number of young people joining the workforce, Fielmann is investing in its own training services and offering its employees a wide range of professional development opportunities. In addition, Fielmann goes to schools, job fairs and advertises on social and digital media to secure its skilled staff for the future. Fielmann offers a broad spectrum of career options with attractive remuneration packages and financial development prospects.

With a total of more than 4,000 apprentices, the Fielmann Group is the optical industry's biggest training provider in Central Europe and one of the largest training providers worldwide. Our young talents learn their trade in state schools, in stores and seven training facilities across Europe. In addition, Fielmann is increasingly investing in online training and online remote learning for exam

preparation. Despite the challenging demographic situation, more than 10,000 young people applied for training at Fielmann in 2023 alone, of whom around 1,500 were given an apprenticeship position. All Fielmann stores are run by master opticians or optometrists and are therefore qualified to provide apprenticeships. In Germany, optical and acoustic apprenticeships have to meet high standards regulated on a federal level. In 2023, across Central Europe, the number of apprentices at the end of the year stood at 4,058 (previous year: 4,107) of which 3,679 were employed in Germany (previous year: 3,728), 187 in Switzerland (185) and 182 in Austria (184). In addition to apprenticeship offerings in the optical and audiology field, the Group also offers vocational training courses and dual study programmes in several other fields such as logistics, IT and industrial mechanics. Lastly, our "work and study" Master's programme offers opticians and hearing care professionals the opportunity to advance their careers by continued professional development with us. At the Fielmann Academy at Ploen Castle, the Fielmann Group runs the optical industry's largest training facility. Since 2012, the Fielmann Academy has also been the central site of training and professional development for hearing aid professionals. The Fielmann Academy is also available to external opticians to pursue master degrees and scientific colloquia.

12 Customers

We are committed to maintaining customer satisfaction at a consistently high level. Besides the guaranteed best prices, this high customer satisfaction is a result of Fielmann's customer-oriented philosophy which focuses on fair, friendly and competent service. The philosophy is also reflected in the remuneration system: a considerable proportion of the bonuses paid to store managers and the Management Board is dependent on the achieved customer satisfaction. The consistently high level of customer satisfaction is driven by highly motivated employees and the constant improvement of our technological support for our opticians to better consult our customers, improved store fittings and design, and services for our customers in our stores. An outstanding in-store service combined with a seamless omnichannel experience delivered at industry-leading value for money terms is the basis of our value proposition. Therefore, our ongoing commitment involves diligently creating a seamless and personalized omnichannel experience, grounded in a profound, data-driven understanding of customer needs, with the overarching goal of increasing our active customer base through continuous refinement of individualised omnichannel services — a pursuit we have made significant progress in over the last few years.

The Group's omnichannel platform has grown in importance, not only as a sales channel but also as a customer loyalty and service platform. Fielmann's digital services were used by customers 32 million times in 2023 (previous year: 32 million), while more than one in two contact lenses were sold via the digital sales channels. Sunglasses e-commerce sales nearly doubled in 2023. The launch of prescription eyewear in Fielmann quality saw us make successful inroads in a market segment that is still very small in Europe: We estimates that only 1% of all German prescription eyewear sales are generated via e-commerce. Fielmann Group's total e-commerce sales in Europe grew by +17% in 2023. However, the digital sales channels are not a substitute for the stores. They are a core component of an omnichannel business model, where online and in-store experiences benefit from each other and drive a satisfying customer experience irrespective of the sales channel chosen by such customers.

In addition, Fielmann is using online services to improve the in-store experience.Since 2018, Fielmann has offered customers a service for making online appointments for eye tests and receiving personal advice – a greatly successful service. This technology enabled Fielmann to steer 16.6 million appointments more effectively in 2023. To reduce waiting times for customers and to improve the productivity in stores, a digital time management system was developed which optimises the available resources and gives customers minute-by-minute information on their waiting times.

13 Forecast, risk and opportunities report

The following information and forward-looking statements are based on today's expectations and assessments of Fielmann Group AG's Management Board. The statements relate to developments over the next 12 months. Numerous factors beyond Fielmann's control may lead to different outcomes than expected. Fielmann Group AG is not required and does not promise to update the forward-looking statements or adapt them to future developments. Fielmann Group AG cannot guarantee that future developments and the actual results achieved in the future will be in line with the stated assumptions and assessments.

13.1 Expected economic conditions

In its World Economic Outlook, updated in January 2024, the International Monetary Fund (IMF) anticipates global growth to remain on par with 2023, at 3.1%. This confirms the IMF's expectations that the deceleration in global growth bottomed out around the end of 2023 and beginning of 2024.

Inflation is falling faster than expected in most regions as the supply-side issues and restrictive monetary policy instruments are reduced or at least no longer increased. Following the 2022 and 2023 levels of 8.7% and 6.8%, respectively, global headline inflation is expected to fall to 5.8% in 2024 and then to 4.4% in 2025.

According to IMF projections, growth in the eurozone will step up from its low rate of approx. 0.5% in 2023, which is heavily impacted by the war in Ukraine, to 0.9% in 2024 and 1.7% in 2025. Private consumer spending, in particular, will support this growth as energy prices and inflation falls, which is likely to bolster real incomes.

The IMF forecasts GDP growth of 0.9% for Germany but the German government has issued an expectation of only 0.2%. For Switzerland, the Swiss government expects a GDP growth of 1.1% in 2024. The Austrian Institute of Economic Research is forecasting a growth of 0.9 % for Austria in 2024. Growth expectations for Spain stand at 1.5% according to the IMF.

In the United States, growth is forecast to fall from 2.5% in 2023 to 2.1% in 2024 and 1.7% in 2025, according to the IMF.

13.1.1 General statement by the Management Board on the expected business situation

At the time of preparing this Report, Fielmann Group AG Management Board's assessment of the long-term business performance remains positive.

From today's perspective, the Management Board expects that Fielmann will continue to gain market shares, particularly in Southern and Eastern Europe, and in the United States of America, resulting in further earnings growth.

13.2 The Group's expected business situation and financial performance

The Fielmann Group will continue to implement its Vision 2025, digitalising and internationalising its business model. The main drivers of organic growth include the roll-out of our omnichannel platform including the opening, extension and relocation of retail stores. In addition, we strive to continuously improve our product range. Our "Cost Leadership Program" was launched in an effort to return to a culture of cost efficiency and will, through improved processes, free up resources that can be deployed to fulfil customers' requirements.

To accelerate organic growth in the 2024 financial year, Fielmann plans to invest more than € 175 million in the expansion, modernisation and maintenance of the sales network, as well as in production and infrastructure. More than 35 new stores are set to be opened or acquired across all markets in 2025. For over 60 other stores, Fielmann is planning renovations or extensions. The company also plans to invest approx. € 59 million in Germany, around € 10 million in Switzerland and € 4 million in Austria. The plans for Spain comprise around € 74 million (note: this includes the put and call option of € 61 million), for Italy € 1 million and for Poland € 2 million, North America € 3 million and Czech Republic 21 Millionen € (mainly for logistics). Of the total figure, € 72 million will be used to renovate existing stores and for new openings, € 26 million to expand production and logistic capacities, especially in our new center in Chomutov. Further € 16 million will be invested for the Group's infrastructure and sales channels. For the 2025 financial year, investment will also be maintained a similar level for the Group in view of our long-term objectives. Depending on the further development of the macro-economic situation and its effects on the stores in 2024, all investments can be reprioritised on a case-by-case basis and, where necessary, brought forward, delayed or cancelled. If the opportunity arises, Fielmann will supplement organic growth with strategic acquisitions. The investment programme will be accompanied by providing continued training and professional development to employees as well as by more spending on digitalisation and further development of the omnichannel platform. Our people are the basis of our success. We have € 20 million earmarked for training and continued professional development, wich will provide the basis for the expertise and excellence our customers can expect. The growth targets as part of our Vision 2025 remain unchanged. To achieve our goals, we are planning to deploy new digital sales channels and have a total of 630 stores in Germany (+ 11 compared to 2023), 50 in Switzerland (+6) and 45 in Austria (+1). In Spain, the Group believes there is potential over the long term for an omnichannel sales network consisting of digital channels as well as a total of 200 stores (+ 77 compared to 2023) that dispense 900,000 glasses per year. In total, the international markets are expected to contribute around 50% of the Group's consolidated sales over the long term.

13.2.1 Expected development of the key performance indicators

In an environment marked by political conflicts and low consumer confidence, the Fielmann Group is well positioned: In times of crisis customers opt for providers that offer reliable quality and service at the best prices. In the optical and acoustics industries this is the Fielmann Group. In light of the constant expansion of our omnichannel business model, our strong European core markets and the contribution of our new acquisitions in North America, we expect for 2024 a topline expansion at around the growth rate we have experienced in 2023, resulting in sales of about € 2.2 billion and around 9.2 million pairs of glasses. Not least as a result of our Cost Leadership Program, we expect a further increase in our profitability, leading to a similar or slightly higher EBITDA margin as in 2023 and a slightly improved EBT margin for 2024. Customer satisfaction is expected to remain at over 90% in the 2024 financial year.

14 Risk report

14.1 Risk management system

The aims of the Group's risk management system are the early identification, evaluation, control and monitoring of risks that may have a considerable influence on the business situation and the stakeholders' and shareholders' public perception of the Group. A risk-bearing capacity concept applied across the Group serves to determine the Group's appropriate risk tolerance in the respective risk areas. A risk management system was implemented which includes an organisational structure as well as risk identification, evaluation, control, communication and monitoring, and is based on audit standard IDW PS 340. The system was expanded to other subsidiaries in the financial year. The basis is a reporting system that takes functional and regional risk areas into account. This ensures transparency when it comes to informing the Management Board of the risk situation. Using previously identified and defined thresholds, the company regularly analyses whether concentrations of

risk exist within the Group. Monitoring is integrated into everyday processes, with monthly and annual reporting completing the early warning system. Potential risks are identified and assessed with regard to their significance for the business situation of Fielmann Group AG or the Group. Standardised procedures for dealing with any risks that occur as well as the expected risk development within the next 12 months (short term) or the next 36 months (medium term) are also recorded. In addition to monthly and annual reporting, there is also mandatory ad hoc reporting. The results of the risk assessment are recorded with a traffic light system for the potential severity of the risk. The extent of damage is classified into five categories. The basis for the classification is the percentage-based effect on earnings before taxes (EBT) with subdivisions up to 5%, 10%, 15%, 20% and more than 20%. The likelihood of a risk arising is also divided into five categories – very low, low, moderate, high and very high. In combination between the possible extent of damage and its likelihood, the limits for the financial year 2023 have been correspondingly defined (EBT x extent of damage in percent x likelihood of arising):

Green: low risk (expected damage less than € 6.0 million) Green-yellow:moderate risk (expected damage from € 6.0 million to € 12.0 million) Yellow: high risk (expected damage from € 12.0 million to € 18.0 million) Yellow-red: critical risk (expected damage from € 18.0 million to € 24.0 million) Red: highly critical risk (expected damage of more than € 24.0 million).

The process of risk identification, evaluation and assessment is carried out by the individual departments. Employees in the risk units (risk identifiers) identify potential risks based on their area of responsibility and report them to their risk owners so that they may be taken into account in risk management. The risk officer coordinates the risk identification, evaluation and assessment, and then forwards the risk reports from the individual departments to the Management Board. This covers a wide range of individual risks, which are summarised in the following categories: Business environment risks, industry and Group key figures, Sales, Human Resources, Finance, Manufacturing & Logistics, Purchasing, Information Technology, Governance, and Digital and Marketing, Legal requirements in accordance with Section 289c of the HGB, and Country-specific classification. Fielmann's risk management system is applied to the company's entire scope of consolidation. All subsidiaries and holdings are included in line with the Group's functional organisation. The regional subsidiaries of North America, Slovenia, the Czech Republic, Luxembourg and the Netherlands were included for the first time in the period under review. Application of the risk guideline and its risk management system is binding for all employees. The system takes into account the likelihood of risks arising and their severity by way of a Business environment risks, industry and 5 x 5 risk matrix. For each risk, the type of risk impact on the earnings, liquidity, assets and reputation is also stated. The handling of the risk is categorised as self-supporting, reduction, transfer or avoidance, and this is also reported. The anticipated risk development over the coming 12 or

36 months is documented using a system of arrows. The risk-bearing capacity is the maximum risk exposure that the Group can tolerate without jeopardising the going concern assumption. This achieved through a comparison of the total risk and the financial resources available for risk coverage, the so-called coverage pool. The total risk takes into account the severity of the risks and the likelihood of each individual risk arising. The latter refers to economic indicators as to the financial position, cash flows and financial performance, which can be used to soften the impacts in the event of risk occurrences. To determine the total risk, all the individual risks are compiled in a total risk portfolio. Besides consolidating the individual risks, the total risk position also considers and evaluates the concentration of non-substantial, going concernthreatening risks and tail events (extreme risks). Furthermore, a gross-net calculation for important indicators is included in the assessment. The calculated total risk is compared to the indicators for financial performance (mainly EBT = earnings before taxes), cash flows and financial position (mainly equity). The effectiveness of the early risk warning system is regularly monitored by Internal Audit and by the Audit

14.2 Structure and content of the risk management system

Committee, and assessed by an external audit.

[Statements not included in the management report and therefore not audited] In the financial year, the Management Board dealt with the structure and content of the risk management system. The risk management system was audited by the internal audit department in the financial year. The effectiveness of the risk management system is regularly monitored by the audit committee.

The Management Board and management are provided with comprehensive reports on the current economic development of the company as a whole and the relevant sub-areas for areas that go beyond this.

14.3 Main features of the internal control and risk management system with regard to the Group accounting process

The accounting-related internal control system (ICS) helps to ensure proper financial reporting. The aim is to guarantee that the consolidated accounts and the Group Management Report are in line with all relevant regulations. Besides the outlined risk management system, the central elements of the ICS are guidelines and rules that contain consistent accounting and valuation stipulations. They must be fully applied by all Group companies. The separation of functions and the dual control principle are key elements. These elements are checked by Internal Audit reviews.

In addition, Accounting and Controlling regularly and analytically validate the plausibility of the financial information obtained from the companies as well as the deviations between the planned and actual figures. This enables the Fielmann Group to detect significant changes early on, which are then checked for accounting or valuation inconsistencies. The results thereof are subsequently discussed at management level. Respon-

sibility for the consolidated accounting lies with the Group Accounting staff. Qualified externals are tasked with assessing complex matters as part of the process for preparing the financial statement (such as calculating the pension and anniversary obligations). The Accounting departments of the Fielmann Group and the individual subsidiaries are subject to binding schedules and guidelines. The accounting and valuation policies applicable for drawing up the consolidated accounts are fixed in the Finance Information System (FIS). This includes guidelines for entering intra-group transactions. New accounting rules and other official pronouncements are continuously and analysed to checked whether they are relevant and affect the consolidated accounts. Where necessary, both the guidelines and the FIS are updated accordingly and communicated to the companies. The Group Accounting department also monitors compliance with the stipulations. This reduces the risk that the accounts cannot be drawn up properly or published on time. The financial statement information from all the Group companies is automatically processed using certified and tested consolidation standard software. This data is validated by system checks. Any issues that arise are clarified by Group Accounting employees before they use this data. A consolidation monitor in the IT system specifies the order of the processing steps. This ensures that no data processing errors are made. To make sure that the accounting process runs smoothly and properly, only employees with the right level of expertise are allowed to work on it. These employees receive regular training to ensure that their expert knowledge remains up to date. Access authorisations are defined for the accounting IT system. Furthermore, the various checks ensure the quality of the processing and help to limit the operational risks.

14.4 Main features of the overall internal control and risk management system

[Statements that are not part of the Management Report and are therefore not audited]

Besides the main features of the internal control and risk management system in terms of the consolidated accounting process, Fielmann Group AG subsumes under the internal control system (ICS) the entirety of all the principles, processes and guidelines that were introduced to ensure that business objectives are met. The objective of the ICS is to guarantee reliable financial reporting and the compliance of all activities with laws and guidelines. This relates to all key business processes and goes beyond the accounting-related ICS. An effective and efficient ICS is decisive for controlling risks in business processes.

Overall responsibility for the ICS lies with the Management Board of Fielmann Group AG, which is therefore responsible for ensuring a suitable and effective ICS. The Management Board shall keep the Supervisory Board and the Audit Committee continuously informed. The Group's guidelines, powers, procedures and controls for all key processes can be accessed by employees at all times via the information system. In addition, the relevant IT systems are regularly subject to a series of security measures.

14.5 Opportunities and risks inherent in future development

The information below on risks inherent in future development relates to the risks analysed in Fielmann's risk management system.

The order corresponds to that of the reporting system and does not reflect any weighting. The risk assessment of the respective areas results from the weighting of the risk assessment of the criteria considered.

The statements concerning the opportunities inherent in future development mainly relate to operating areas.

14.6 Summary of the risk situation

Based on the Group's market position, its financial strength and a business model that allows the consistent and fast exploitation of growth opportunities with limited risks, there are as of today no significant identifiable risks to future development with any substantial effect on the financial position, cash flows and financial performance.

14.6.1 Business environment risks (industry and Group key figures)

Economic fluctuations in the international marketplace and increasingly intense competition may constitute fundamental risks for optical and audiology providers including the Group. The business environment gives rise to risks relating to prices and sales, which could impact the Group's business situation. In the financial years since 2020, the business environment risks and their effects on the Group key figures were heightened by the exceptional difficulties in relation to the coronavirus pandemic, as well as by the war in Ukraine and its consequences. Continuous centralised and decentralised monitoring of the market and competition helps Felmann to identify these developments early on. The range of optical products offered by all relevant competitors, including online vendors, is continuously observed and analysed through various automated and manual means. The Management Board and other decision-makers are informed promptly about any developments concerning the market and the competition. In this way, risks are identified in good time so that measures can be implemented quickly. The business environment, industry and Group key figures risks are categorised as high (yellow) (previous year: yellow), also with regard to geopolitical risks.

14.6.2 Sales risks

The main sales risk is a decline in demand for Fielmann products and services and may be rooted in a decrease in customer satisfaction.

The significant sales risks are therefore rated with regard to their effects on customer satisfaction and unit sales development. Both of these key figures are essential factors in the success of Fielmann's customer-oriented philosophy.

The measurement of customer satisfaction became increasingly digitalised in the reporting year. Besides reducing costs, digitalisation means we obtain the results more quickly. The digitalisation process takes better account of the Group's diverse

customer structure. In an environment still marked by low consumer confidence, the level of customer satisfaction at Fielmann amounted to approx. 92% thanks to the high product and service quality at guaranteed best prices (previous year: 90%). The digital sales channels recorded growing user numbers and positive customer feedback in 2023. Thanks to the rollout of our superior omnichannel platform to additional countries and the deployment of new features and products, the Fielmann Group's 2023 digital sales channels grew +17% over last year, reaching external sales of more than € 100 million (5% of Group sales) for the first time. Although over 50% of customers now buy their contact lenses online, glasses are still mainly purchased from bricks-and-mortar stores. Our omnichannel business model allows us to offer our customers the seamless connection of both worlds. The risk assessment for sales moderate (green-yellow), (previous year: green-yellow).

14.6.3 Personnel risks

The Group's growth strategy goes hand in hand with a rising need for skilled workers, both in the stores and in manufacturing, logistics and corporate functions. This is the only way to keep our promise of ensuring a high level of product and service quality. The main personnel risks are that the demand for skilled staff may not be sufficiently covered over the mid to long term, mainly to the effect ofdemographic change. We believe that the ongoing high interest from prospective opticians and audiologists enables Fielmann to maintain existing sales structures and guarantee the planned expansion. Fielmann is confronting the demographic decline with innovative professional development concepts. Additional stability is provided by the employees' high level of job satisfaction which is driven by offering part-time work models, the roll-out of new work concepts, attractive remuneration and, notably, a high proportion of employee shareholders. Given the current situation and the measures that have been implemented accordingly, the assessment of personnel risk is unchanged as moderate (green-yellow) compared to the previous year (green-yellow).

14.6.4 Financial risks

Financial risks mainly involve companies not being able to meet their payment obligations. Fielmann Group AG's liquidity management is centralised for all Group subsidiaries, albeit with different degrees. Besides their complete integration into a national and international cash pooling, the companies Planeta d.o.o. in Slovenia and Óptica del Penedés, S.L., in Spain were incorporated via monthly reporting, which will be also implemented as part of post-merger integration in the USA. Our financial controlling seeks to ensure that the Management Board has the necessary flexibility to make entrepreneurial decisions and to guarantee the timely fulfilment of the Group's and Fielmann Group AG's existing payment obligations. The liquidity and credit rating of the Group provides sufficient possibilities for this as well as for further expansion. Besides short-term financial assets and demand deposits, Fielmann Group AG has secured fixed credit lines of € 100 million and an additional bridge loan for expansion, amounting to € 150 million, from several banks for shortterm liquidity protection. As at the reporting date, a total of € 72.1 million of this was drawn down (previous year: € 24.5 million). The Fielmann Group's debt ratio as at the reporting date was 39.3% (previous year: 28.3%).

The investment policy and liquidity management of the Group and Fielmann Group AG are defensive and focused on safeguarding the assets of the company by securing purchasing power on a sustained basis in alignment with the current inflation rate and the capital market interest rates. The maximum default risk of the financial assets available within the Group and Fielmann Group AG corresponds to the book value. Given its international focus, the Group is exposed to currency risks in connection with payment flows outside its own functional currency during the normal course of its business operations. In 2023, approx. 85% (previous year: 87%) of the Group's payment flows were in euros, and approx. 11% (previous year: 12%) in Swiss francs (CHF). The rest was divided between US dollars (USD), Polish zloty (PLN), Czech crowns (CZK), Ukrainian hryvnia (UAH), Japanese yen (YEN) and Belarusian roubles (BYN). In order to limit currency risks on incoming and outgoing payments in foreign currencies, currency forwards with maturities of up to 12 months are used for hedging purposes, depending on the market situation. Fielmann uses marketable currency forwards in the operating currencies CHF and USD. These currency forwards are used solely to secure the regular cash flow of the Group in foreign currencies, not for speculative purposes.

Foreign exchange risks arising from the translation of financial assets and liabilities relating to foreign subsidiaries into the Group's reporting currency are generally not hedged.

At the reporting date of 31 December 2023, as in the previous year, there were no currency forwards in the two operating currencies CHF and USD.

Interest rate changes impact balance sheet provisions, non-current liabilities and, consequently, the financial result. In addition, interest rate changes have an impact on the available liquidity and therefore also on the financial result.

Consequently, the assessment of financial risks is unchanged at low (green) (previous year: green).

14.6.5 Manufacturing & Logistics risks

Manufacturing and logistics risks exist in the form of possible, yet unlikely operational disruptions, lengthy production stoppages or supply chain disruptions. By designing the frames and manufacturing prescription lenses ourselves, we are able to control the complete flow of goods, from checking the raw materials through to assembling the finished glasses. A quality management system certified to DIN ISO 9001 ensures standardised organisation with highly automated manufacturing and testing processes. This ensures consistently high quality. In the event of operational disruptions, Fielmann has taken comprehensive precautionary measures. These take the form of systematic training and qualification programmes for our employees, permanent further development of production techniques and technologies, extensive safeguard measures in stores, keeping adjusted stock levels, and physically separate production capacities for lens production, grinding and glasses assembly. Fielmann is expanding its logistics network with another site in Chomutov, Czech Republic. To serve our omnichannel platform, we are planning a state-of-the-art logistics centre that will cover a space of 37,000 square metres. In the event of any loss that may nevertheless occur, the company has a reasonable level of insurance cover. Consequently, the risk assessment for production and logistics is unchanged at low (green) (previous year: green).

14.6.6 Purchasing risks

In purchasing, risks with regard to delivery capacity, quality and price for the lens, frame, contact lenses and hearing aid product groups are deemed significant and are incorporated into the risk management as key indicators. In previous years, industry-wide there were reports of more raw material shortages and supply chain disruptions which were largely related to measures resulting from the coronavirus pandemic. In addition, prices of raw materials and energy increased due to growing demand and limited availability. However, the Group was only marginally affected by the shortages because sufficient stocks had already been built up for core products. Our purchasing power and global business relationships allow Fielmann to quickly offset supply shortages. Fielmann can also respond to developments in purchasing prices in a flexible way but was not able to fully evade price increases in the reporting year. Consequently, the risk assessment for purchasing remains low (green) (previous year: green).

14.6.7 IT risks

The operational and strategic management of the Group is integrated into a complex information technology system. IT risks mainly involve system failures and insufficient security standards. Fielmann's IT systems are regularly maintained and are equipped with a series of safeguards. At the same time, the increased use of software services and a shift towards storing data in the cloud improve availability and security standards. The maintenance and optimisation of the systems is continuously secured by means of constant dialogue between internal and external IT specialists. Ongoing relationships with external service providers and auditors enable modern security standards to be guaranteed. The Group and Fielmann Group AG also address the risks of unauthorised data access, data misuse and data loss by taking appropriate measures. Technological innovations and developments are continuously monitored and deployed where suitable. Consequently, the overall assessment of IT risks is low (green) (previous year: green).

14.6.8 Governance risks

The main governance risks are potential infringements against privacy rules when dealing with personal data as well as information security and the use of software assets.. As a result of growing connectivity and the complexity of IT systems due to digitalisation, the handling of personal data and protection of internal information have become much more important, both nationally as well as internationally. In the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG), legislators have responded to this situation and regulated personal data protection, privacy and the transparent processing of personal data. Our Governance team carefully monitors the IT architecture, the business processes, information security and data protection. It further develops the technical and organisational measures on data protection, oversees all projects relevant to data protection and offers concrete support when it comes to implementing internal guidelines and legal requirements. As well as a project-based data protection team, which is responsible for the implementation and further development of the data protection standards, customer service has a "subject rights" process with staff who were specially trained in-house. Our Governance team is responsible to the Management Board for the documentation, evaluation and security of sensitive data. In this role, Governance plays a central role in the continuous further development of the data protection system, and is supported by the expertise of internal and external lawyers. In line with the risk reporting requirements, a consolidated assessment of the above-mentioned risks is categorised as high (yellow) (previous year: green-yellow).

14.6.9 Digital and Marketing risks

Digital and Marketing monitors and reports technological developments, digital services, the stability of the stores' IT systems, as well as the impact on the brand image, marketing and footfall. Fielmann is committed to investing in digitalisation and is systematically pressing ahead with the digital transformation of the business model. The omnichannel business model – combining personal service and digital technologies – is the future of our industry. As the market leader in Central-Europe and one of the leading optical companies worldwide, Fielmann is able to invest disproportionately larger sums in its omnichannel platform than smaller competitors. Overall, the Group uses its omnichannel business model to serve 28 million customers. Against the background of technological progress, the overall assessment of Digital and Marketing risks is low (green) (previous year: green-yellow).

14.6.10 Country-specific classification

Switzerland, Austria, Spain, Italy and Poland are reported in the country-specific classification. As Germany is the biggest contributor to unit sales, sales revenue and earnings, there is no separate consideration of the country as a unit on its own because the German market is included in the Group risks. The reporting is based on 12 standardised indicators, 4 of which are external factors and 8 are internal ones. The risk assessment is as follows:

  • Switzerland, moderate risk (green-yellow) (previous year: green-yellow)
  • Austria, high risk (yellow) (previous year: yellow)
  • Italy, high risk (yellow) (previous year: yellow)
  • Poland, moderate risk (green-yellow) (previous year: green-yellow)
  • Spain, low risk (green) (previous year: green-yellow)
  • North America, low risk (green) (previous year: n/a)
  • Czech Republic, moderate risk (green-yellow) (previous year: n/a)
  • Slovenia, moderate risk (green-yellow) (previous year: n/a)
  • Netherlands, moderate risk (green-yellow) (previous year: n/a)
  • Luxembourg, low risk (green) (previous year: n/a)

14.7 Opportunities report

Opportunities refer to possible positive deviations from the expectations listed in the forecast regarding the economic conditions and the Group's business situation. Fielmann distinguishes here between market-related opportunities and strategic or operating ones. Market-related opportunities could arise from a significant improvement of the macro-economic environment, leading to positive economic effects in the Group's relevant markets. This kind of positive scenario could see private spending grow beyond expectations and trigger more purchases in the optical sector, too. Other market-related opportunities could arise as a result of the long-term easing of supply chain issues and resulting price reductions for supplier products and energy resources. As far as the competition is concerned, opportunities may emerge from continued market consolidation. The consolidation of the optical and audiology sectors in our existing markets is progressing, with our Group being one of the main drivers. We can offer guaranteed quality and outstanding service at the best prices thanks to our high level of productivity and cost discipline. We generate sales increases via the roll-out of our omnichannel sales platform, the opening of new stores, the modernisation and extension of our existing stores, and relocations to even more attractive locations.

A further growth driver is the rising number of people wearing glasses. Scientific studies have suggested that frequently using near vision as well as a shortage of natural light could lead to a considerable increase in people wearing glasses among younger age groups. In addition, demographic changes in our current markets will lead to an aging population needing even more glasses – particularly the more complex progressive glasses. The hearing aid market is also benefitting from demographic changes: this high-margin business offers great potential for growth, particularly among the over-50s. For this reason, the Group has been adding hearing aid systems to its optical products and services in Germany, Switzerland, Austria Spain and Slovenia, and is also looking into such an expansion in other countries.

Innovative, new services like the Eye Health Check Up in partnership with Ocumeda offer additional growth opportunities in the field of Eye Health Services.To further boost growth, we have made investments since 2019 in the digitalisation and internationalisation of the business model. This has led to sales increases in the digital sales channels and international businesses. The Group will complement organic growth in existing markets by entering new markets with our own brands and by acquiring suitable companies.

15 Supplementary disclosures in accordance with Section 315a HGB (takeover-related disclosures)

15.1 Composition of subscribed capital

The subscribed capital of Fielmann Group AG amounted to € 84 million, divided into 84 million ordinary bearer shares of no-par value. There is only one class of shares. All shares carry the same rights and obligations. Each no-par value share grants one vote in the Annual General Meeting (AGM) of Fielmann Group AG (Section 14 Para. 6 of the Articles of Association).

15.2 Limitations affecting voting rights or the transfer of shares

A pool contract comprising 61,243,017 voting rights in Fielmann Group AG (pool shares), was formed on 4 April 2013 and since amended. Members of the pool contract are at present Stichting Tranquilitati, Oldenzaal, the Netherlands, KORVA SE, Berlin, Mr Günther Fielmann († 3 January 2024), Marc Fielmann and Sophie Luise Fielmann-Lobron. According to the pool contract, the transfer of pool shares to third parties requires approval by all other members of the pool. In addition, every pool member wishing to sell their pool shares must first offer these to the other members of the pool (preferential purchase right). The pool contract stipulates that the voting rights of pool shares must be exercised at the Annual General Meeting of Fielmann Group AG in accordance with the resolutions passed by pool members in the pool meeting, and that this must occur regardless of whether and in which way the respective pool member voted at the pool meeting. The voting right of a pool member in the pool meeting is based on their voting right at the Annual General Meeting of Fielmann Group AG. Each pool share grants one vote.

15.3 Shareholdings in the company's capital that exceed 10% of voting rights

The following direct and indirect interests in the share capital of Fielmann Group AG exceeded the 10% threshold: Mr Günther Fielmann († 3 January 2024), Lütjensee (direct and indirect shareholdings), Marc Fielmann, Hamburg (direct and indirect shareholdings), Sophie Luise Fielmann-Lobron, Hamburg (direct and indirect shareholdings), KORVA SE, Berlin (direct and indirect shareholdings), Stichting Tranquilitati, Oldenzaal, the Netherlands (direct and indirect shareholdings), fielmann INTER-OPTIK GmbH & Co., Hamburg (indirect shareholding), Fielmann Familienstiftung, Hamburg (indirect shareholding). The free float amounts to 27.09%. For further information on voting rights, please refer to the Notes to the Consolidated Accounts for 2023 of Fielmann Group AG.

15.4 Shares with special rights conferring powers of control

No shares have been issued with special rights conferring powers of control.

15.5 Control of voting rights in the case of employee shareholders who do not directly exercise their control rights

There is no such constellation within the company.

15.6 Statutory regulations and provisions in the Articles of Association governing the appointment and dismissal of Management Board members and amendments to the Articles of Association

The statutory provisions on appointment and dismissal of Management Board members are laid down in Article 84 of the German Stock Corporation Act (AktG). Article 7 Para. 1 of the Articles of Association of Fielmann Group AG provides for the following composition of the Management Board: "(1) The company's Management Board shall consist of at least three persons. The Supervisory Board shall determine the number of Management Board members and the person who is to be the Chairperson of the Management Board, as well as the latter's deputy, if applicable." The statutory provisions on amending the Articles of Association are laid down in Article 119 of the German Stock Corporation Act (AktG) in conjunction with Article 179 of the AktG. Article 14 Para. 4 of the Articles of Association of Fielmann Group AG provides for amendments to the Articles of Association as follows: "(4) Unless otherwise required by law, a simple majority of votes cast is required and sufficient to pass resolutions at the Annual General Meeting."

15.7 Powers of the Management Board to issue or buy back shares

The Management Board has the power, with the unanimous consent of all its members and subject to the consent of the Supervisory Board, to carry out new rights issues of ordinary bearer shares in the form of no-par-value shares for cash and/or contributions in kind totalling up to € 10 million, in one or more tranches, up to 7 July 2026 (authorised capital 2021). The new shares are to be offered to shareholders for subscription. The new shares can also be acquired by a credit institution or a company chosen by the Management Board and operating in accordance with Section 53 Para. 1 sentence 1 or Section 53b Para. 1 sentence 1 or Para. 7 of the German Banking Act (KWG) or a consortium of such credit institutions or companies with the obligation to offer the shares to the company's shareholders for subscription. The Management Board, with the consent of all its members and of the Supervisory Board, is, however, entitled to decide on the exclusion the shareholders' right of subscription in the following cases: –to make use of any residual amounts by excluding shareholders' right of subscription;

– when increasing the share capital in return for cash contributions pursuant to sections 203(1) and (2), 186(3) sentence 4 of the German Stock Corporation Act (Aktiengesetz - AktG), if the pro rata amount of the share capital attributable to the new issued shares, where the right of subscription is excluded, does not exceed a total of 10% of the share capital existing at the time this authorisation came into effect or if lower

  • the share capital available at the time of share issue, and the issue amount of the new shares is not significantly lower than the stock exchange price for shares that are already listed at the time the issue amount is finally determined as per sections 203(1) and (2), 186(3) sentence 4 of the AktG; the 10% limit includes shares which were issued or sold with the direct or corresponding application of section 186(3) sentence 4 of the AktG during the term of this authorisation until the date the option is exercised;
  • for a capital increase for contributions in kind to grant shares for the purpose of acquiring companies, parts of companies or investments in companies.

Moreover, the Management Board is authorised, with the unanimous consent of all its members and approval of the Supervisory Board, to stipulate all the remaining details concerning implementation of share capital increases in the context of the 2021 authorised capital.

16 Significant agreements which take effect upon a change of control of the company following a takeover bid

Such significant agreements do not exist.

17 Compensation agreements concluded by the company with the mem bers of the Management Board or employees in the event of a takeover bid

Such compensation agreements with the members of the Management Board or employees do not exist.

18 Details pursuant to Sections 289b ff. and 315b ff. of the German Com mercial Code (HGB) on the non-financial declaration (Corporate Social Responsibility Report)

Fielmann Group AG has published its activities in the field of Corporate Social Responsibility (CSR) for the financial year 2023 on the website www.fielmanngroup.com. The report was compiled based on the Global Reporting Initiative (GRI) standards.

19 Details pursuant to Section 160 Para. 1 No. 2 of the German Stock Corporation Act (AktG)

The Notes to the Accounts of Fielmann Group AG contain details about the number of the company's own shares and changes therein in the financial year 2023.

20 Dependency report

In accordance with Section 312 of the German Stock Corporation Act (AktG), the Management Board of Fielmann Group AG has prepared a dependency report detailing the company's relationships with Mr Günther Fielmann († 3 January 2024) and Marc Fielmann, as well as to other companies affiliated with them and with companies which are part of the Group. The Management Board has released the following closing statement in this report: "In accordance with Section 312 Para. 3 of the German Stock Corporation Act (AktG), the Management Board declares that our company received an appropriate service or compensation in return for each transaction indicated in the report on relationships with affiliated companies, on the basis of the circumstances of which we were aware at the time when the transactions were carried out. No measures that are subject to mandatory reporting requirements occurred in the 2023 financial year."

Fielmann Group AG, Hamburg Consolidated balance sheet as at 31.12.2023

Assets Ref. no.
in Notes
Position as at
31.12.2023
€ 000s
Position as at
31.12.20221
€000s
A. Non-current assets
I. Intangible assets (1) 218,879 168,247
II. Goodwill (2) 299,761 216,734
III. Tangible assets (3) 390,791 360,754
IV. Investment property (3) 12,465 11,584
V. Right-of-use assets (4) 509,863 467,314
VI. Shares in associates (5) 5,414 5,711
VII. Other financial assets (5) 8,066 9,032
VIII. Deferred tax assets (6) 25,227 20,622
IX. Other financial assets (7) 5,683 16,588
X. Receivables from leases (8) 0 212
1,476,149 1,276,798
B. Current assets
I. Inventories (9) 224,740 183,246
II. Trade receivables (10) 55,622 44,292
III. Other financial assets (10) 90,975 55,932
IV. Non-financial assets (11) 47,504 45,518
V. Tax assets (12) 9,722 11,091
VI. Financial assets (13) 22,908 98,618
VII. Cash and cash equivalents (14) 58,926 51,249
510,397 489,946
1,986,546 1,766,744
Liabilities Ref. no.
in Notes
Position as at
31.12.2023
€ 000s
Position as at
31.12.20221
€000s
A. Equity
I. Subscribed capital (15) 84,000 84,000
II. Capital reserves (16) 92,652 92,652
III. Retained earnings (17) 654,736 594,149
IV. Other reserves (18) 36,266 30,381
Consolidated equity of the parent company's
shareholders
867,654 801,182
V. Non-controlling interests (19) 58,509 52,080
926,163 853,262
B. Non-current liabilities
I. Provisions (20) 32,975 25,240
II. Financial liabilities (21) 6,955 61,012
III. Deferred tax liabilities (22) 54,783 37,697
IV. Liabilities from leases (23) 420,584 383,962
V. Non-financial liabilities (26) 15,574 13,781
530,871 521,692
C. Current liabilities
I. Provisions (24) 75,213 68,269
II. Financial liabilities (25) 126,180 24,612
III. Liabilities from leases (23) 98,652 96,489
IV. Trade payables (25) 92,157 85,248
V. Other financial liabilities (25) 33,547 23,191
VI. Non-financial liabilities (26) 86,411 78,363
VII. Income tax liabilities (27) 17,352 15,618
529,512 391,790
1,986,546 1,766,744

Fielmann Group AG, Hamburg Consolidated profit and loss statement and other results

for the period from 1.1. to 31.12.2023

Ref. no.
in Notes
2023
€ 000s
20222
€ 000s
Change
from pre
vious year
1. Consolidated sales (30) 1,969,080 1,759,049 11.9%
2. Changes in inventories (30) 2,974 4,045 –26.5%
3. Total consolidated sales 1,972,054 1,763,094 11.9%
4. Other operating income (31) 30,161 20,376 48.0%
5. Cost of materials (32) –398,681 –383,655 3.9%
6. Personnel costs (33) –865,875 –761,970 13.6%
7. Other operating expenses (34) –327,606 –298,314 9.8%
8. Earnings before interest, taxes,
depreciation and amortisation
410,053 339,531 20.8%
9. Depreciation of right-of-use assets (35) –101,635 –95,893 6.0%
10. Other write-downs (35) –94,608 –84,066 12.5%
11. Interest expenditure from leases (36) –13,103 –6,486 102.0%
12. Other expenses in the financial result (36) –10,941 –1,732 531.7%
13. Income in the financial result (36) 3,950 9,018 –56.2%
14. Earnings before taxes 193,716 160,372 20.8%
15. Taxes on income and earnings (37) –63,076 –50,637 24.6%
16. Net income for the year (38) 130,640 109,735 19.1%
17. Income attributable to other shareholders (39) –2,996 –6,077 –50.7%
18. Profits attributable to parent company
shareholders
127,644 103,658 23.1%
Earnings per share in € (basic)1 (38) 1.52 1.23

1 No events occurred in the reporting year or the previous year which would result in a dilution of earnings per share.

Statement of the Overall Result

Note (41)

2023
€ 000s
20221
€ 000s
Net income for the year 130,640 109,735
Items which are reclassified under certain conditions and reported in the profit
and loss statement
Earnings from foreign exchange conversion, reported under equity 6,534 6,115
Items which will not be reclassified and reported in the profit and loss statement
in future
Valuation of employee benefits in accordance with IAS 19 –390 1,270
Other comprehensive income after taxes 6,144 7,385
Overall result 136,784 117,120
of which attributable to minority interests 2,996 6,077
of which attributable to parent company shareholders 133,788 111,043

Movement in Group Equity Note (42)

Subscribed
capital
Capital
reserves
Retained
earnings
Foreign
currency trans
lation reserve
Valuation
reserves
IAS 19
€ 000s € 000s € 000s € 000s € 000s
Position as at 1 January 2023 84,000 92,652 594,149 30,116 –1,654
Net income for the year 127,644
Other comprehensive income 6,534 –390
Overall result 127,644 6,534 –390
Dividends/profit shares1 –62,986
Share-based remuneration
Own shares
Other changes 176
Acquisition of new subsidiaries –4,247
Position as at 31 December 2023 84,000 92,652 654,736 36,650 –2,044
Subscribed
capital
Capital
reserves
Retained
earnings
Foreign
currency trans
lation reserve
Valuation
reserves
IAS 19
€ 000s € 000s € 000s € 000s € 000s
Position as at 1 January 2022 84,000 92,652 617,188 24,001 –2,924
Net income for the year 103,658
Other comprehensive income 6,115 1,270
Overall result 103,658 6,115 1,270
Dividends/profit shares1 –125,979
Share-based remuneration
Own shares
Other changes –64
Acquisition of non-controlling interests –654
Position as at 31 December 2022 84,000 92,652 594,149 30,116 –1,654

1 Dividend paid and share of profit allocated to other shareholders

2 Some previous year's figures have been adjusted. Please see Note (26) for further details.

64 FOREWORD EXECUTIVE BODIES ABOUT FIELMANN MARKET REVIEW MANAGEMENT REPORT ANNUAL ACCOUNTS NOTES AFFIRMATION AUDITOR'S REPORT

Reserve
for own
shares
€ 000s
Reserves for
share-based
remuneration
€ 000s
Other
reserves
€ 000s
Consolidated
equity of the
parent company's
share-holders
€ 000s
Non
control
ling
interests
€ 000s
Equity
€ 000s
–56 1,975 30,381 801,182 52,080 853,262
127,644 2,996 130,640
6,144 6,144 6,144
6,144 133,788 2,996 136,784
–62,986 –2,889 –65,875
–32 –32 –32 –32
–227 –227 –227 –227
176 895 1,071
–4,247 5,427 1,180
–283 1,943 36,266 867,654 58,509 926,163
Reserve
for own
shares
€ 000s
Reserves for
share-based
remuneration
€ 000s
Other
reserves
€ 000s
Consolidated
equity of the
parent company's
share-holders
€ 000s
Non
control
ling
interests
€ 000s
Equity
€ 000s
0 2,097 23,174 817,014 52,962 869,976
103,658 6,077 109,735
7,385 7,385 7,385
7,385 111,043 6,077 117,120
–125,979 –6,903 –132,882
–122 –122 –122 –122
–56 –56 –56 –56
–64 –56 –120
–654 –654
–56 1,975 30,381 801,182 52,080 853,262

Cash flow statement for the Fielmann Group

Note (43)

Cash flow statement according to IAS 7
for the period from 1.1 to 31.12.
2023
€ 000s
20221
€ 000s
Change from
previous year
Earnings before taxes (EBT) 193,716 160,372 20.8%
–/+ Profit shares of associates 296 –688 –143.0%
+ Interest expenses from leases recognised in profit or loss 13,103 6,486 102.0%
+ Other expenses in the financial result recognised in profit or loss 10,645 1,732 514.6%
Income in the financial result recognised in profit or loss –3,950 –8,330 –52.6%
+ Depreciation on tangible assets and intangible assets 94,608 84,066 12.5%
+ Depreciation of right-of-use assets 101,635 95,893 6.0%
Write-ups on tangible assets and intangible assets –4,126 –582 608.9%
Taxes on income paid –72,440 –54,821 32.1%
+/– Other non-cash income/expenditure –5,364 1,665 –422.2%
+/– Increase/decrease in provisions 16,413 –2,053 –899.5%
–/+ Profit/loss on disposal of tangible assets, properties kept as financial
investments and intangible assets
4,822 28 17,121.4%
–/+ Increase/decrease in inventories, trade receivables and other assets not
attributable to investment or financial operations
–176,398 –49,698 254.9%
+/– Increase/decrease in trade payables and other liabilities not attributable to
investment or financial operations
109,442 10,592 933.3%
Interest received 383 313 22.4%
= Cash flow from operating activities 282,785 244,975 15.4%
Receipts from the disposal of tangible assets 1,402 867 61.7%
Payments for tangible assets –83,989 –81,967 2.5%
Payments for intangible assets –2,800 –3,423 –18.2%
+ Receipts from the disposal of financial assets 46 47 –2.1%
Payments for financial assets –4 –7,032 –99.9%
Payments for investment property –23 –100.0%
Payments for the acquisition of subsidiaries –141,239 –60,580 133.1%
+ Receipts from the disposal of securities and other investments 86,690 58,927 47.1%
Payments for the acquisition of securities and other investments –3,355 –66,664 –95.0%
= Cash flow from investment activities –143,249 –159,848 –10.4%
Dividends paid to parent company shareholders –62,986 –125,979 –50.0%
Payments to non-controlling shareholders –5,162 –7,839 –34.1%
+/– Sale/Acquisition of own shares –227 –56 305.4%
+ Borrowing of current financial liabilities3 72,050 24,525 2 193.8%
Repayment of current financial liabilities3 –24,525
+ Borrowing of non-current financial liabilities4 187 2 9,250.0%
Repayment of non-current financial liabilities4 –116 –187 –38.0%
Repayment portion of liabilities from leases5 –93,910 –90,895 3.3%
Interest paid5 –14,272 –7,901 80.6%
Payments for the acquisition of additional shares in subsidiaries –3,043 –894 240.4%
= Cash flow from financing activities –132,004 –209,224 –36.9%
Changes in cash and equivalents 7,532 –124,097 –106.1%
+/- Changes in cash and equivalents due to exchange rates 145 457 –68.3%
+ Cash and equivalents at the beginning of the period 51,249 174,889 –70.7%
= Cash and equivalents at the end of the period 58,926 51,249 15.0%

1 Some previous year's figures have been adjusted. Please see Note (26) for further details.

2 In the item "Increase/decrease in trade payables and other liabilities not attributable to investment or financial operations", the previous year's figure was adjusted by € 24,525 in line with IAS 8. This figure was added to the item "Borrowing of current financial liabilities".

3 Items newly added.

4 Description of the adjusted items compared to the previous year. The item "Addition from loans taken out" has been renamed "Borrowing of non-current financial liabilities". The item "Repayment of loans" has been renamed "Repayment of non-current financial liabilities".

5 In the previous year, interest paid was reported in "Cash flow from operating activities". The interest portion paid on liabilities from leases was reclassified from the item "Repayment portion of liabilities from leases" to interest paid. The previous year's reclassification amounts to T€ 6,486.

Segment reporting for the Group

Forms part of the Notes to the Accounts, Note (44), previous year's figures in brackets

Segments by region
in € million Germany Switzer
land
Austria Spain North
America
Other Conso
lidation
Consolidated
value
1,440.7 218.1 91.0 175.4 32.4 120.0 –108.5 1,969.1
Sales revenues from segment (1,338.0) (208.2) (83.1) (123.3) (0.0) (101.7) (–95.3) (1,759.0)
Sales revenues from other 96.9 0.8 0.2 10.6
segments (85.3) (0.3) (9.7)
1,343.8 217.3 90.8 175.4 32.4 109.4 1,969.1
Sales revenues (1,252.7) (208.2) (82.8) (123.3) (0.0) (92.0) (1,759.0)
314.5 35.7 18.6 62.2 8.8 39.1 –80.2 398.7
Cost of materials (324.8) (40.7) (18.3) (43.9) (0.0) (37.8) (–81.8) (383.7)
619.9 89.7 37.6 58.2 18.1 42.5 –0.1 865.9
Personnel costs (567.5) (84.3) (34.3) (39.5) (0.0) (36.4) (0.0) (762.0)
106.2 19.2 8.0 25.0 5.6 26.0 190.0
Scheduled depreciation (107.6) (18.0) (7.4) (17.6) (0.0) (21.8) (172.4)
Expenses in the 17.0 1.7 0.9 3.8 0.5 3.2 –3.1 24.0
financial result (4.1) (0.6) (0.6) (2.0) (0.0) (1.2) (–0.3) (8.2)
4.7 1.5 0.1 0.1 0.7 –3.1 4.0
Income in the financial result (8.8) (0.4) (0.0) (0.0) (0.1) (–0.3) (9.0)
Earnings before tax - in 162.7 43.5 10.1 10.0 –10.2 –21.9 –0.5 193.7
the segments excl. income
from participations
(138.6) (34.4) (6.1) (10.4) (0.0) (–28.9) (–0.2) (160.4)
51.3 7.4 2.9 2.1 –2.0 1.6 –0.2 63.1
Taxes on income and
earnings
(42.8) (5.2) (1.4) (2.3) (0.0) (–1.0) (–0.1) (50.6)
111.4 36.1 7.2 7.9 –8.2 –23.5 –0.3 130.6
Net income for the year (95.7) (29.2) (4.7) (8.1) (0.0) (–27.9) (–0.1) (109.7)
Non-current segment assets
excluding financial instru
ments and deferred tax
564.7 83.4 45.2 420.6 179.3 138.6 1,431.8
assets (560.1) (85.1) (38.7) (421.5) (0.0) (119.2) (1,224.6)
of which non-current seg 344.4 37.5 14.6 312.4 157.8 55.2 921.9
ment assets excluding right
of-use assets
(332.6) (35.1) (11.4) (316.0) (0.0) (62.2) (757.3)
220.3 45.9 30.6 108.2 21.5 83.4 509.9
of which right-of-use assets (227.5) (50.0) (27.3) (105.5) (0.0) (57.0) (467.3)
Additions to non-current
segment assets excluding
financial instruments and 106.5 27.1 13.9 30.6 185.8 48.8 412.7
deferred tax assets (103.2) (5.9) (10.0) (108.0) (0.0) (39.8) (266.9)
of which additions to non
current segment assets
52.8 22.0 5.5 19.4 162.3 6.4 268.4
excluding right-of-use assets (53.9) (5.1) (4.1) (72.1) (0.0) (17.3) (152.5)
53.7 5.1 8.4 11.2 23.5 42.4 144.3
of which additions to
right-of-use assets
(49.3) (0.8) (5.9) (35.9) (0.0) (22.5) (114.4)
5.4 5.4
Shares in associates (5.7) (5.7)
21.7 0.3 0.7 2.5 25.2
Deferred tax assets (15.2) (1.1) (0.5) (2.5) (19.3)

Fielmann Group AG, Hamburg Notes to the consolidated accounts

for financial year 2023

I. General Information

Fielmann Group AG, which has its headquarters at Weidestraße 118a, Hamburg, Germany, is the Group's parent company. It is registered under HRB 56098 in the commercial register of the Hamburg Local Court.

Changing the name of Fielmann Aktiengesellschaft to Fielmann Group AG was agreed at the Annual General Meeting on 13 July, and this resolution came into force upon entry into the commercial register on 21 July 2023.

The parent company of Fielmann Group AG is KORVA SE. The Group's ultimate parent company is fielmann INTER-OPTIK GmbH & Co. Fielmann Group AG is involved in the purchase and sale of goods both in physical stores as well as wholesale and online (e-commerce), particularly in the optical and hearing acoustics sectors, and especially the sale of all kinds of visual aids – particularly glasses, frames and lenses, sunglasses, contact lenses, accessories, hearing aid systems and their accessories, as well as personal protective equipment. Further areas of activity are the development and manufacture of products, the provision of services including healthcare services, as well as the development of software, particularly in the above mentioned sectors, and all related businesses. Its lens manufacturing activities are comprised in its subsidiary Rathenower Optik GmbH.

The Management Board of Fielmann Group AG approved the consolidated accounts as at 31 December 2023 on 18 April 2024 and has submitted them to the Supervisory Board for adoption on 18 April 2024. The consolidated accounts have been approved at the accounts meeting of the Supervisory Board on 18 April 2024.

The consolidated accounts of Fielmann Group AG and its subsidiaries have been prepared in accordance with the International Financial Reporting Standards (IFRS) valid for the reporting period, taking into account the pronouncements of the IFRS Interpretations Committee (IFRS IC), where they apply in the EU and were mandatory in the financial year. Furthermore, the provisions under commercial law pursuant to Section 315e Para 1 of the German Commercial Code (HGB) were also observed.

II. Application of new and amended standards

New and amended standards and interpretations applied for the first time in the financial year

Reference Name Obligation for
first-time appli
cation in accor
dance with IASB
Obligation
for first-time
application in
the EU
IFRS 17 Insurance Contracts 1.1.2023 1.1.2023
Amendments to
IAS 1 and IFRS
Practice State
ment 2
Disclosure of Accounting Policies 1.1.2023 1.1.2023
Amendments to
IAS 8
Definition of Accounting Estimates 1.1.2023 1.1.2023
Amendments to
IAS 12
Deferred taxes relating to assets and liabilities arising from a single
business transaction
1.1.2023 1.1.2023
Amendments to
IAS 12
International tax reform – Pillar 2 Model Rules 1.1.2023 1.1.2023

The application of the changes has no significant impact on the disclosures and amounts reported in the consolidated accounts.

New and amended standards and interpretations which are not yet subject to mandatory application

The following new and amended standards have already been adopted by the IASB, but their application is not yet mandatory. The Group has not prematurely applied these provisions.

Reference Name Obligation for
first-time appli
cation in accor
dance with IASB
Obligation
for first-time
application in
the EU
Amendments
to IAS 1
Classification of Liabilities as Current or Non-current 1.1.2024 1.1.2024
Amendments
to IAS 1
Non-current Liabilities with Covenants 1.1.2024 1.1.2024
Amendments to
IAS 7 and IFRS 7
Supplier Finance Arrangements 1.1.2024 Date not set
Amendments
to IFRS 10 and
IAS 28
Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture
Application
deferred
indefinitely
Date not set
Amendments
to IFRS 16
Lease Liability in a Sale and Leaseback 1.1.2024 1.1.2024
Amendments
to IAS 21
Lack of Exchangeability 1.1.2025 Date not set

New and amended standards and interpretations are not presented in detail as the impact of their first-time application on the presentation of the financial position, cash flows and financial performance of the Group is only expected to be of minor importance.

III. Key accounting and valuation principles

The consolidated accounts were prepared on the basis of historical acquisition or production cost with the exception of the revaluation of certain financial instruments, as described below.

Unless otherwise stated, all monetary amounts are shown in the Group currency € thousands (T€), while the Segment Reporting is in € millions.

The key accounting and valuation principles are disclosed below.

Scope of consolidation and changes in the scope of consolidation All domestic and foreign subsidiaries included in the consolidated accounts are those in which Fielmann Group AG directly or indirectly holds the majority of voting rights or on which it has a controlling influence. Control of an investee exists if an investor is exposed or has rights, to variable returns from their involvement with the investee and has the ability to affect those returns through its power over the investee. Fielmann Group AG also exercises control within the meaning of IFRS 10 over 19 German franchise companies (previous year: 21). This control results from the interaction of legal, franchising and economic influences. The stipulations of the franchise agreement regarding the shop locality, range, inventory, advertising, as well as other aspects, define the framework of business policy within the context of Fielmann Group AG. The 26 stores (previous year: 25) in the Baltic States that are operated through franchises are not within the scope of consolidation, as the contractual agreements do not entail control over the company.

Group shares in associates are reported in addition to the subsidiaries. Associates are companies on whom the Group has considerable influence but exercises no control or joint leadership regarding financial or business policies. Shares in associates are reported in line with the equity method pursuant to IAS 28.

For the consolidated companies, please see the statement of holdings in the Notes. This also includes a list of companies which make use of the exemption under Section 264 Para. 3 and Section 264b of the German Commercial Code (HGB).

As at 31 December 2023, 17 companies were consolidated for the first time (previous year: ten).

In June 2023, Fielmann Group AG announced its expansion into the North American market with the acquisition of Eyevious Style Inc. in Canada and Eye Style of America Ltd. in the USA (together hereinafter referred to as "Eyevious"). The two companies became part of the Fielmann Group at the beginning of June 2023 and operate an optical e-commerce platform in the USA under the brand name "Befitting". As part of the transaction, Fielmann Group AG acquired the entire voting rights and capital shares via the newly founded subsidiary Alberta Inc. in Canada.

In order to continue its expansion into North America, Fielmann Group AG acquired with effect from 1 September 2023 the entire voting rights and capital shares of the US-based optical company SVS Vision, consisting of the following companies headquartered in Mt. Clemens (near Detroit), Michigan, USA:

  • SVS Vision Holding Company
  • SVS Vision Holding II Company
  • SVS Vision, Inc. (market leader in Michigan with 82 stores in nine US states),
  • Single Vision Solution, Inc. (additional insurance for vision care) and
  • SVS Real Estate, LLC. (tenant of the headquarters and retail spaces of the SVS Vi-sion Group).

The purchase price of T€ 28,214 for Eyevious was fully paid in the reporting year exclusively in the form of liquid funds. Upon acquisition of the companies, shareholder loans of T€ 2,507 were repaid. It was also agreed that the former partner will receive a payment of T€ 2,522 in 2026 if certain agreed conditions are met. Attributed to 2023, the amount was recognised as an expense.

The purchase price of T€ 102,989 for the SVS Vision companies was fully paid in the reporting year exclusively in the form of liquid funds.

The transaction costs of T€ 479 (Eyevious) and T€ 2,136 (SVS Vision) were recognised in other operating expenses.

The following tables show the book values before the purchase price allocation and the fair values of the identifiable assets and liabilities at the time of purchase for the respective acquisitions:

Eyevious Book values
before purchase
Fair values
price allocation
as at 7.6.2023
€ 000s
as at 7.6.2023
€ 000s
Assets
Intangible assets 1 13,636
Goodwill 21,163
Tangible assets 187 187
Rights of use 63 63
Trade receivables 18 18
Inventories 313 313
Other financial assets 339 339
Cash and cash equivalents 12 12
933 35,731
Liabilities
Other non-current financial liabilities –437 –437
Non-current leasing liabilities –7 –7
Trade payables –287 –287
Other provisions –115 –115
Current leasing liabilities –56 –56
Other financial liabilities –2,520 –2,520
Other non-financial liabilities –958 –958
Deferred tax liabilities –3,136
–4,381 –7,517
Net assets –3,448 28,214
SVS Vision Book values
before purchase
price allocation
Fair values
as at 31.8.2023
€ 000s
as at 31.8.2023
€ 000s
Assets
Intangible assets 298 56,027
Goodwill 52,268
Tangible assets 11,006 17,029
Rights of use 23,317 23,317
Inventories 6,608 6,608
Trade receivables 10,810 10,810
Other financial assets 173 173
Other non-financial assets 522 522
Cash and cash equivalents 3,366 3,366
56,100 170,120
Liabilities
Other non-current financial liabilities –11,098 –11,098
Non-current leasing liabilities –20,417 –20,417
Trade payables –5,176 –5,176
Other provisions –3,900 –3,900
Current leasing liabilities –2,900 –2,900
Other financial liabilities –5,375 –5,375
Other non-financial liabilities –2,771 –1,842
Deferred tax liabilities –16,422
–51,639 –67,131
Net assets 4,461 102,989

As part of the purchase price allocation, goodwill of T€ 21,163 (Eyevious) and T€ 52,268 (SVS Vision) and intangible assets worth T€ 13,636 (Eyevious) and T€ 55,729 (SVS Vision) were determined. Intangible assets worth T€ 31,695 were determined for the brand of the SVS Vision Group. In addition, the customer base of Eyevious was valued at T€ 4,794. A customer base worth T€ 24,034 was determined for the SVS Vision companies. Furthermore, intangible assets produced in-house were valued at € 8,841 as part of the Eyevious acquisition.

The goodwill mainly results from the identified growth potential and from the expected use of synergy potential due to the merger of the two North American business models. Tax deductibility of the goodwill is not expected.

The acquired receivables only included collectible receivables. The calculated fair values take account of the default risk for expected credit losses, which is rated low. The financial year 2023 includes sales revenues of T€ 993 from the Eyevious transaction as well as after-tax earnings of -T€ 2,838. T€ 31,412 in sales revenues and aftertax earnings of T€ 3,362 come from the acquisition of the SVS Vision Group.

If the respective companies had been acquired on 1 January 2023, they would have contributed sales revenues from the Eyevious acquisition of T€ 1,721 and after-tax earnings of -T€ 4,583. For the same period, sales revenues of T€ 99,765 and after-tax earnings of T€ 4,645 would have been booked for the SVS Vision companies.

To expand the Fielmann Group's range of services, the Switzerland-based company Ocumeda AG was acquired with effect from 1 February 2023 together with its German subsidiary Ocumeda GmbH. These two companies provide innovative eye care services. An initial 90% of the voting rights and capital shares was purchased as part of the acquisition. A capital increase with the sole involvement of the Fielmann Group raised the share by 1.25% to 91.25%.

A put and call option has been agreed for the remaining 8.75%, which can be exercised in 2026. The minority stake stated at the time of purchase was valued with reference to the fair value of the minority stake and amounted to T€ 4,204. The amount was calculated on the basis of the expected, adjusted EBITDA of the two acquired companies as at 31.12.2025 multiplied by a constant factor.

The currently expected, undiscounted exercise price for the option stands at T€ 3,800. The book value of the liability from the put option amounts to T€ 2,798 as at the reporting date and is stated under non-current financial liabilities.

In line with the present-access method, non-Group shareholdings are still reported in the equity capital as non-controlling shares. On first entry, the put and call option is recorded directly in equity; changes in value are recognised in profit or loss.

The agreed purchase price of T€ 14,773 covers the price for 100% of the shares in Ocumeda AG. The payment of a bonus for the financial years 2023 and 2024 has been agreed with the former majority owners. The expected bonus for the former majority owners who have left the company amounts to T€ 1,908 and represents part of the agreed purchase price. For the two former majority owners still employed by the company, the payment of the expected bonus of T€ 1,272 is tied to their employment. Attributed to 2023, the amount was recognised as an expense.

With the exception of outstanding shares and performance-linked remuneration for former majority owners, the purchase price was fully paid in the reporting year exclusively in the form of liquid funds. Transaction costs of T€ 286 are reported in other operating expenses.

The following table shows the book values before the purchase price allocation and the fair values of the identifiable assets and liabilities at the time of purchase:

Ocumeda Book values
before purchase
price allocation
Fair values
as at 31.1.2023
€ 000s
as at 31.1.2023
€ 000s
Assets
Intangible assets 288 996
Goodwill 13,849
Tangible assets 25 25
Other non-current financial assets 22 22
Cash and cash equivalents 215 215
549 15,107
Liabilities
Other non-current financial liabilities –834 0
Trade payables –52 –52
Other provisions –2 –2
Other financial liabilities –22 –22
Other non-financial liabilities –165 –165
Deferred tax liabilities –94
–1,075 –334
Net assets –526 14,773

As part of the purchase price allocation using the Full Goodwill method, goodwill worth T€ 13,849 and intangible assets for internally developed software of T€ 709 were determined. The goodwill is set by identified growth potential and expected synergies from the integration of the companies into the Fielmann Group. Tax deductibility of the goodwill is not expected.

As part of the transaction, the Fielmann Group discharged other non-current financial liabilities of Ocumeda AG in the amount of T€ 834.

The transaction contributed sales revenues of T€ 223 as well as after-tax earnings of -T€ 1,623 to the financial year 2023. If the company had been acquired on 1 January 2023, the acquired companies would have contributed sales revenues of T€ 266 and after-tax earnings of -T€ 1,839.

The non-operative companies Alberta Inc. in Calgary, Canada and Bro Beteiligungs GmbH headquartered in Hamburg were also founded in the financial year. Löchte-Optik GmbH, Rheine was renamed Fielmann International GmbH while a subdivision was spun off to create the newly founded Exklusiv-Optiker GmbH & Co. OHG in Rheine. The newly founded company Audio Clarus d.o.o. in Ljubljana, Slovenia sells hearing acoustic systems in stores belonging to the optical chain Optika Clarus.

The purchase price for the companies Ibervisión Servicios Ópticos, S.L., Medop, S.A. and Elaboria, S.L., acquired in 2022, was adjusted as a correction within the valuation period from T€ 70,817 to T€ 69,871 to reflect the final figures upon which the purchase price mechanism was based.

The final purchase price allocation gave rise to goodwill of T€ 34,830 and intangible assets worth T€ 28,332. Recognisable intangible assets were identified in the brand "Medical Óptica Audición" T€ 5,087 and the customer base (T€ 6,391) within the company Ibervisión Servicios Ópticos, S.L. The brand of the company Medop, S.A. was valued at T€ 5,241 and the customer base at T€ 11,613. The annual amortisation amounts have risen due to the valuation of intangible assets being adjusted by T€ 473. In view of the economic importance of the stores opened during the reporting period as part of normal expansion, there are no further disclosures on the changes to the scope of consolidation arising from this. In the current financial year, there have been no relevant changes to the ownership structures of companies already included in the scope of consolidation in the previous year. As part of ongoing efforts to optimise the store network, one store was closed in the reporting period (previous year: one).

Principles of consolidation The consolidated accounts are derived from the individual accounts of the companies included. The individual accounts prepared under German commercial law of the companies subject to mandatory auditing were audited as at 31 December 2023, and received unqualified audit opinions. The accounts as at 31 December 2023 of the other companies were analysed to ascertain whether they were in accordance with the principles of proper accounting and whether the relevant statutes have been complied with for inclusion in the consolidated balance sheet.

The annual accounts of subsidiaries are adjusted where necessary to bring them into line with the accounting and valuation methods applied within the Group.

Receivables and liabilities as well as income and expenditure between Group companies have been offset against each other, except in individual cases where they are so minor as to be negligible. Tax is accordingly deferred on intra-Group transactions recognised in profit or loss. Pursuant to IAS 12, the relevant national average income tax rates have been applied for the companies concerned.

Intra-Group profits on inventories and fixed assets have been eliminated.

Non-controlling shareholders' shares in subsidiaries are reported within equity capital separately from the Group's equity.

Capital consolidation is carried out by setting off the acquisition costs against the pro rata equity capital of the subsidiaries at fair values. Non-controlling interests' shares of the net assets of companies included in the Group are valued on acquisition at the corresponding share of the reported amounts or, upon application of the Full Goodwill method, at fair value. Non-controlling interests in the Group's partnerships, which constitute equity in individual company accounts prepared in accordance with local accounting rules, are reported as liabilities in accordance with IAS 32.

Goodwill and impairment test The goodwill resulting from a business combination is reported at cost less any impairment losses that may be required and shown separately in the balance sheet.

Regarding intangible assets with an indefinite duration, an impairment test is carried out at least annually and always if there is evidence of impairment.

For the purposes of testing for impairment, goodwill must be allocated to each of the Group's cash generating units (CGUs) which are expected to benefit from the synergies generated by the combination.

The impairment test is carried out regularly on 31 December of each financial year. The CGUs each comprise a single store. For German companies, goodwill is tested at store level. For foreign companies as well as the entire German business relating to goodwill, the tests are at the level of the countries' respective CGU groups. The impairment test will only be applied at the level of single operating company for the e-commerce business of the Eyevious companies newly acquired in the financial year. The test is carried out by comparing the book value against the recoverable amount (higher of value in use and fair value). The cash flows underlying the value in use result from one year's detailed projection and a subsequent three years' projection, which in turn is derived from the cumulative Group planning, and thereafter from a perpetuity value based on the fourth planning year. The financial-year planning anticipates an average sales increase of between 3.0% and 15.6%. Assumptions on market developments, such as economic trends and market growth, are included with regard to external macroeconomic and business-specific sources.

Compared to the previous year, a four-year plan was applied for the first time ahead of perpetuity in order to achieve greater precision in the results. Within the Group, the projections are usually based on figures taken from business performance to date. Current external data are also included in the analysis process on account of these figures in relation to location. After the fourth year, a sustainable growth rate of 1.0% will be calculated for Germany, the Netherlands, Austria, Luxembourg, Italy, Slovenia, Spain, the Czech Republic and the USA. For Switzerland, a rate of 0.8% will similarly be applied. A sustainable growth rate of 1.3% will be calculated for stores in Poland, while 2.5% will be applied in Ukraine and Belarus. In the previous year, a rate of 1.5% was applied regardless of the country groupings. The capitalisation rate on which the impairment test is based varies from country to country and amounts to between 9.5% and 67.6% (previous year: between 7.1% and 44.8%). The capitalisation rate of 67.6% is applied to CGUs in Belarus.

As part of the impairment test, the fair value less costs of disposal was also calculated in the reporting year for individual stores with an insufficient value in use. In this case, the tangible fixed assets and recoverability of rights of use from leases were analysed in particular (hierarchy Level 3 in accordance with IFRS 13). As the calculated fair value less costs of disposal was below the book value, for these stores the value was written down to the fair value in the total amount of T€ 6,609. This figure now represents the new book value. At the moment, a reversal is not expected in the foreseeable future for these CGUs. A sensitivity analysis of the most important assumptions for determining the recoverable amount found that no additional impairment would be required in the event of a possible increase in the capitalisation rate of up to two percentage points or a possible decrease in the sustainable growth rate of up to one percentage point or a reduction in the sales increase of up to one percentage point.

Value adjustments from previous years were written up again for ten stores due to sustained higher cash flows both in the current year and in the budgeting. The effects of the impairment test in detail and the assignment to the segments are shown in Note (44).

Foreign exchange conversion The functional currency concept is applied to accounts of consolidated companies that are prepared in foreign currencies. The foreign companies operate their business independently. Therefore the functional currency is the national currency of the respective country. Individual transactions are recorded at the rate prevailing on the balance sheet date. Any foreign exchange differences from the equalisation of open items are posted in the profit and loss statement. Annual accounts received from foreign companies are adapted to comply with the accounting format and valuation principles of the Fielmann Group. On every balance sheet date, monetary items are translated into foreign currency using the applicable exchange rate of that date. Non-monetary items in foreign currencies that are carried at fair value are translated using exchange rates that applied when the fair value was determined. Non-monetary items carried at acquisition or production costs are translated using the exchange rates that applied upon the initial balance sheet recognition. The profit and loss accounts are translated at the average annual rate. Currency differences are reported in a foreign currency translation adjustment item included under other reserves. The movements in the foreign currencies of relevance to translating subsidiaries' accounts and to the Group's procurement were as follows:

Balance
sheet rate
31.12.2023
Balance
sheet rate
Average
rate 2023
Average
rate 2022
1 euro (EUR) = 31.12.2022
1 euro (EUR) =
1 euro (EUR) = 1 euro (EUR) =
Canadian Dollar (CAD) 1.46 1.45 1.46 1.37
Czech crown (CZK) 24.72 24.12 24.00 24.57
Renminbi (CNY) 7.85 7.42 7.66 7.10
Japanese yen (JPY) 156.33 141.68 151.99 138.03
Polish zloty (PLN) 4.35 4.69 4.54 4.69
Swiss franc (CHF) 0.93 0.98 0.97 1.00
Ukrainian hryvnia (UAH) 42.21 38.95 39.54 34.02
US dollar (USD) 1.11 1.07 1.08 1.05
Belarusian rouble (BYN) 3.54 2.92 3.27 2.76

Changes in the US dollar and Japanese yen are of great relevance to the Fielmann Group as they affect recurring purchase contracts for lenses and frames for glasses. In the financial year, the purchase of goods in US dollar amounted to € 51.3 million (previous year: € 42.3 million) and in Japanese yen to € 0.7 million (previous year: € 0.9 million). The previous year's average exchange rate is applied to the purchases for comparative purposes to demonstrate the effect of the change in exchange rates. Movements in the US dollar had a positive effect on the purchase of goods amounting to around -€ 1.6 million (previous year: € 4.6 million; negative). As in the previous year, movements in the Japanese yen had a negligible impact on the purchase of these goods in the reporting year.

The Group's sales in Swiss francs totalled CHF 211.1 million (previous year: CHF 209.2 million). Movements in the Swiss currency had a positive effect on sales amounting to € 7.2 million when considering the previous year's average rate as a comparative value (previous year: € 14.8; positive).

Individual balance sheet items Preparation of the consolidated accounts according to IFRS necessitates estimates and assumptions being made in order to account for and value assets and liabilities. These are continually verified. In particular, assumptions and estimates are made in connection with the valuation of goodwill (Note (2)), provisions (Note (20); Note (24)) and tax-related issues (Note (6); Note (22)). The main assumptions and parameters on which the estimates are based are described in the following Notes to the accounts.

Intangible assets and tangible assets (assets A. I., III.) Intangible assets and tangible assets are valued and extrapolated at acquisition or production cost less straight-line scheduled depreciation.

When software is developed in-house, Group companies are regarded as the manufacturers. The associated costs are therefore to be capitalised as internally developed software in accordance with IAS 38. The condition for the capitalisation of in-house software developments is that the research, development and operating costs can be separated. As the Fielmann Group mainly uses an agile project organisation, this distinction can no longer be made for most of the current developments. The development costs are therefore only capitalised in exceptional cases.

Intangible assets with an indefinite useful life are stated at acquisition cost less accumulated impairment.

In the case of production premises, a useful life of up to 25 years is applied. The castle in Plön (Plön Castle) is depreciated over 55 years, while other business premises are depreciated over a maximum of 50 years. Tenants' fittings are depreciated on a straight-line basis, taking into account the term of the tenancy (normally seven to ten years). Factory and office equipment is depreciated over two to thirteen years (machinery and equipment generally over five years and IT equipment over three to five years). The service life is reviewed regularly and adjusted where necessary to anticipated life. Where appropriate, extraordinary depreciation is applied in accordance with IAS 36, and then reversed when the original reasons for it no longer apply. There are no borrowing costs where capitalisation is required in accordance with IAS 23.

Any public subsidies are deducted from the acquisition costs if they are related to applicable assets. They are recognised at the date of acquisition. Public subsidies that are paid to offset incurred costs or losses or for financial support without the futurerelated expenditure are reported in the profit and loss statement period in which the corresponding claim arises.

Investment properties (assets A. IV.) Properties which are not used in the Group's core business (investment properties under the terms of IAS 40) are also valued at amortised cost in accordance with the principles specified above. They are subject to extraordinary depreciation if the realisable amount (value in use) falls below the book value. Extraordinary depreciation is reported under the item "Other write-downs". Reversals are carried out if the realisable amount (value in use) resulting from a longterm improvement in the leasing situation exceeds the book value. These reversals are reported in "Other operating income". In the financial year and in the previous year, no reversals of impairments were carried out.

As in previous years, a gross rental method (hierarchy Level 3 in accordance with IFRS 13) using a rental income factor deduced from market observations of 15 annual net rentals is used to reach this valuation. The fair value of these properties is shown in Note (3).

Mixed-use properties are broken down in accordance with IAS 40.10. A portion is shown under investment properties, another portion under tangible assets. If they cannot be broken down in this way because of economic or legal conditions, they are shown solely under tangible assets, since, as a rule, the vast majority of the Group's properties are used for business purposes.

Leasing (assets A. V., A. X. and liabilities B. IV., C. III.) The Fielmann Group's leasing agreements include properties as well as cars and IT equipment.

The agreements are reported in line with IFRS 16: The rights of use are valued at the date of initial recognition at the present value of future lease payments plus directly related costs. As a rule, the rights of use are written down over the duration of the leasing agreement. An exception is the write-down over the duration of the asset on which the lease is based if its useful life is shorter than the duration of the lease. The right-of-use assets also include usual one-off payments to third parties to conclude lease agreements in preferred inner city locations. These are written down in line with the duration of the lease agreement. In the subsequent valuation of the rights of use, revaluations and modifications of the lease liabilities as well as value adjustments are taken into account as per IAS 36. The rights of use are disclosed in the balance sheet as a separate item (see Note (4)). The leasing liabilities are valued at the date of initial recognition at the present value of future lease payments, and discounted using the interest rate applied to the lease. If this interest rate cannot be readily determined, the discounting will be done using the lessee's incremental borrowing rate. The subsequent valuation of the lease liabilities is

done by increasing the book value by the interest on the lease liability (by means of the effective interest method) and by subtracting the completed lease payments from the book value. A revaluation occurs if the lease changes – in the Fielmann Group, this often involves amended assessments on taking up renewal options or changes to the lease instalments. The leasing liabilities are disclosed in the consolidated balance sheet as a separate item (see Note (23)).

In its property dealings, the Fielmann Group rents stores, as well as locations for administration, production and storage.

The lease agreements for stores in Germany, Switzerland and Poland are usually for a duration of ten years with two renewal options of five years each or three renewal options of three years each. A duration of ten years from the beginning of the agreement is assumed because a renegotiation of the agreements is sought after ten years in the majority of cases. The agreements are monitored and reevaluated after an appropriate amount of time or after relevant events. The lease agreements for stores in the remaining foreign countries have different durations and, to a certain extent, possibilities to renew or terminate. A number of agreements contain one or two renewal options, which are not yet considered in the valuation, for a period usually lasting 60 months. These renewal or termination options are only taken into account in cases where take-up is sufficiently certain.

The lease agreements for office and storage spaces as well as production facilities at home and abroad have durations of between one and 20 years, and an unlimited duration in one case. Renewal options are available only in a few cases.

The take-up of the first renewal option of lease agreements would lead to an additional cash flow of T€ 394,196.

There are also leasing agreements for cars and IT equipment, which are usually taken out for a period of three years, as well as for car parking spaces.

In the property business, Fielmann exercises the recognition option not to record rights of use or leasing liabilities for lease agreements with a duration of a maximum of twelve months. This relates to lease agreements for car parking spaces as well as to lease agreements for alternative spaces that are concluded in the event of store conversions. The lease agreements with a sales-related component are designed so that a contractually fixed minimum lease is contained as a lease condition, in addition to the sales-related lease. The minimum lease payments to be made under these conditions are considered as fixed leasing payments when determining the leasing liabilities. In the Fielmann Group, 15% of the lease agreements for stores include a sales-related component.

Variable leasing payments that do not depend on an index or exchange rate are not included in the valuation of the leasing liabilities and rights of use. These payments are recorded as an expenditure in the period in which the triggering event or condition occurs, and disclosed in the "Other operating expenses" item (see Note (34)) in the profit and loss statement. If the variable leasing payments depend on an index, they will each be taken into account in the leasing liability in the current amount to be paid without an assessment of the future index development.

Cash outflows of T€ 41,761 over a period of 15 years are expected from a concluded lease agreement whose provision date has not yet been reached at the reporting date.

Financial instruments (assets A. VII., IX., X. and B. II., III., VI., VII. and liabilities B. II., IV. and C. II., III., IV., V.) Financial instruments pursuant to IFRS are explained in Note (28) and in the Management Report. Further notes on balance sheet items, which relate to the financial instruments, are marked (28).

Financial assets whose cash flows exclusively consist of interest and principal payments are classified depending on the business model. As a rule, the objective of the Fielmann Group's business model is to hold the assets to collect contractual cash flows. These financial assets are then valued at amortised costs. Financial assets with cash flows that do not consist solely of interest and principal payments are assessed at fair value. The value changes of these financial assets are recorded in the result for the period through profit or loss. In the reporting year, as in the previous year, this refers to cash advances recorded in other financial assets to cover insurance-related accruals and deferrals for unearned premiums to the insurer of the Zero-Cost Insurance policy. These advances are invested by the insurer as capital investments. The net earnings (profits and losses) from the capital investments are exclusively for Fielmann. Fielmann records a receivable from the insurer.

The unrealised profits and losses and the incurred deferred taxes resulting from the market valuation of this receivable are taken into account through profit or loss.

Trade receivables, other financial assets, investments recorded at amortised cost, and cash and cash equivalents in the category "Financial assets measured at amortised cost" are subject to an impairment model as per IFRS 9 based on expected credit losses. The expected credit losses are calculated as the probability-weighted present value of all payment defaults during the term of the assets. A threetier model is used for this purpose.

  • Level 1: Recording expected credit losses over the entire term due to events within the next twelve months Includes new contracts and existing contracts with no significant increase in credit risk. This usually involves contracts whose payments are fewer than 31 days overdue.
  • Level 2: Recording expected credit losses over the entire term without impairment of the credit rating Includes financial assets whose credit risk has risen significantly but whose credit rating is not affected.
  • Level 3: Recording expected credit losses over the entire term with impairment of the credit rating Includes financial assets whose credit ratings are impaired or have defaulted. This usually involves contracts whose payments are more than 90 days overdue or whose debtors are in financial difficulties.

With levels 1 and 2, the effective interest rate is determined based on the gross carrying value, whereas with levels 3 the effective interest rate is calculated based on the net carrying value, i.e. deducting risk provisions. A significant increase in the default risk is a key factor for a transfer between levels. In principle, the transfer from level 1 to level 2 occurs when a financial asset is more than 30 days overdue. If it is more than 90 days overdue, there is objective evidence of a credit default and a transfer to level 3 will take place. This transfer also occurs with further objective evidence of an impending credit default, such as insolvency.

If a financial asset is subject to a low default risk on the balance sheet date, it is assumed that there has been no significant increase in the credit risk since the financial asset was first recorded. A low default risk is assumed if the external or an appropriate internal credit rating corresponds to investment grade.

The Fielmann Group uses the simplified process for trade receivables and determines the expected credit loss over the entire term.

The allocation of the levels to the financial instruments is explained in further detail in Note (28). Due to its lesser importance to the Fielmann Group, there is no separate reporting of the resulting profits and losses in the consolidated profit and loss statement. The corresponding amount is explained in Note (28) and is included in other operating expenses or other operating income.

Financial assets with cash flows that do not consist solely of interest and principal payments are attributed to the category "Fair Value through Profit or Loss" and measured. If no stock market prices are available, market valuations by banks are normally used. To set the market value of financial instruments, the following hierarchy is used:

  • Level 1: The input parameters for Level 1 are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the valuation date.
  • Level 2: The input parameters for Level 2 are inputs other than the quoted prices included in Level 1 that are either directly observable for the asset or liability, or indirectly derived from other prices.
  • Level 3: The input parameters for Level 3 are unobservable inputs for the asset or liability.

The financial instruments in the "investment management custodial accounts" and "funds" classes assessed at market value in the Group fall within Level 1 of the hierarchy, while a share of "other receivables" fall within Level 2 and "holdings" come under Level 3.

Additions and disposals are reported at their respective value on the date the transaction is completed.

Financial liabilities are generally valued at amortised costs, in accordance with IFRS 9. Any difference between what is paid and the amount repayable on final maturity is amortised.

Financial assets and liabilities in foreign currencies are converted at the rate prevailing on the reporting date.

Inventories (assets B. I.) Raw materials, consumables, supplies and goods are valued at acquisition cost. When necessary, they are reduced by means of value adjustments to the lower net realisable value. They are extrapolated by the moving average method. Finished and unfinished products are valued at production cost in accordance with IAS 2. This includes production-related overheads. Given the short production process, interest is not stated.

Deferred taxes (assets A. VIII. and liabilities B. III.) Deferred taxes result from different valuations in the IFRS and tax balance sheets of Group companies, as well as from consolidation measures, where these differences balance out again over time. These also include outside basis differences, as defined in IAS 12, which result from the difference between the pro rata net assets of a subsidiary recorded in the consolidated balance sheet and the investment book value of this subsidiary in the parent company's tax balance sheet. A tax deferral is made for outside basis differences, if realisation is expected within 12 months. In addition, tax deferrals are made, particularly for loss carry-forwards in compliance with IAS 12. The tax rates that are expected to be applicable when the asset is realised or the liability is met are used as a basis for calculating deferred tax assets and deferred tax liabilities. In accordance with IAS 1.70, deferred taxes are recorded as non-current assets (Note (6)) and liabilities (Note (22)).

Deferred tax assets and deferred tax liabilities are netted if they relate to income tax groups or individual companies and maturity-matched in accordance with IAS 12.71 ff.

Provisions (liabilities B. I. and C. I.) Provisions are accounted for in accordance with IAS 37 and IAS 19. Accordingly, provisions are stated in the balance sheet for legal or de facto obligations resulting from past events, if the outflow of funds to settle the obligation is probable and can be estimated reliably. The figure for provisions takes into account those amounts which are necessary to cover future payment obligations, recognisable risks and uncertain liabilities of the Group. Non-current provisions are discounted in the case of material effects and entered at present value. The interest rate used is appropriate to the term of bonds for all provisions.

Provisions for pensions are valued for defined benefit obligations using the projected unit credit method. Taking dynamic aspects into account, this method determines the expected benefits to be paid on occurrence of the event and distributes them over the entire term of employment of the employee concerned. Actuarial assessments are carried out annually for this purpose. Actuarial profits and losses resulting from changes in the assumptions and differences between the assumptions and what actually happens are recognised under "other comprehensive income". The provisions for anniversaries are also determined by an actuarial report. The projected unit credit method for additional obligations accruing annually is applied here, taking account of projected trends. Please see Note (20) for further details.

Contingent liabilities Contingent liabilities are possible obligations in respect of other parties or current obligations in which an outflow of resources is improbable or cannot be reliably determined. Contingent liabilities are in principle not stated on the balance sheet.

Revenue realisation Fielmann primarily generates revenues through its retail business. Revenue is realised when the ordered and finished products are delivered to the customer. The Group also generates small revenues from wholesale business in the Germany and Spain segments. Sales revenues also include earnings from processing insurance cases under the Zero-Cost Insurance policy. For Fielmann, the extent of the obligation that arises here consists in the provision of a pair of prescription glasses. For this reason, Fielmann realises revenue that corresponds to that from the retail business. As the sales revenues are realised within one year, adjustment by a significant financing component as per IFRS 15.63 is dispensed with. In addition, the obligation under the Zero-Cost Insurance policy consists in the duty to settle claims from which revenue is also realised. The revenue from the fixed amounts received for repairing hearing aids is realised in the period concerned. No adjustments are made as they do not contain a financing component.

Income from insurance contracts from the American health insurances acquired in the reporting year are reported in sales revenue from services for the first time, as per IFRS 17.

Lease payments are distributed on a straight-line basis over the term of the lease in question through profit and loss. Material non-recurring income and expenses, which are directly attributable to leases, are also distributed over their term.

Share-based remuneration Equity-settled share-based remuneration to employees is valued at the fair value of the instrument on the date they are granted. This remuneration only involves Fielmann Group shares available on the market, which means that there is no uncertainty regarding estimates of their value. Please see Note (33) on forms of remuneration.

Earnings per share Basic earnings per share are calculated by establishing the ratio from the earnings attributable to the providers of equity capital and the average number of issued shares during the financial year – with the exception of own shares, which the company holds itself. If there is any dilution of earnings, this is included in the calculation of diluted earnings per share. There were no such effects in the current and previous year.

IV. Notes to the consolidated accounts

Assets

Changes in consolidated fixed assets as at 31.12.2023

Acquisition and production costs
Position
as at
1.1.2023
Foreign
exchange
translation
Change
to scope
of consoli
dation
Additions Disposals Book
transfer
Position
as at
31.12.2023
€000s €000s €000s €000s €000s €000s €000s
I. Intangible assets
1. Licences, commercial trade
marks and associated rights
54,904 83 14,587 1,522 1,968 193 69,321
2. Intangible assets produced
in-house
57,923 636 193 172 58,538
3. Incomplete software projects 2,555 642 –365 2,832
4. Trademark rights 85,945 1 31,206 455 117,607
5. Customer base 78,807 24,553 3,361 106,721
280,1341 84 70,346 6,616 2,161 355,019
II. Goodwill 315,101 1,984 87,714 5,494 399,305
III. Tangible assets
1. Property and similar rights and
buildings, including buildings
on third-party land 142,250 707 248 50 –3,511 139,644
2. Tenants' fittings 342,455 3,687 11,655 49,821 8,044 2,692 402,266
3. Factory and office equipment 439,775 2,948 5,542 30,952 9,397 1,026 470,846
4. Assets under construction 20,973 19 10 5,468 45 –4,046 22,379
945,453 7,361 17,207 86,489 17,536 –3,839 1,035,135
IV. Investment property 28,040 3,759 31,799
V. Right-of-use assets
1. Rights of use from property
leasing
823,0021 6,759 23,113 117,714 10,402 80 960,266
2. Rights of use from car leasing 6,641 13 8 3,110 10 9,762
3. Right of use from other leases 169 360 529
829,8121 6,772 23,481 120,824 10,412 80 970,557
VI. Shares in associates 5,711 297 5,414
VII. Other financial assets 9,032 4 888 8,148
Total fixed assets 2,413,283 16,201 198,748 213,933 36,788 2,805,377

1 Adjustments in the previous year between items I.1. Right of use and V.1. Rights of use from property leasing with book values of T€ 3,073 relate to leasing rights that were previously reported in intangible assets.

Accumulated depreciation Book values
Position
Foreign
as at
exchange
1.1.2023
translation
Additions Disposals Book
transfer
Write-up Position
as at
31.12.2023
Position
as at
31.12.2023
Position
as at
31.12.2022
€000s
€000s
€000s €000s €000s €000s €000s €000s €000s
47,909
108
5,357 783 52,591 16,730 6,995
45,818 6,181 100 51,899 6,639 12,105
1,677 1,677 1,155
8,812
–4
4,575 1,642 11,741 105,866 77,133
10,744
–18
7,506 18,232 88,489 68,063
114,9601
86
23,619 883 1,642 136,140 218,879 165,174
98,367
1,459
282 99,544 299,761 216,734
52,904
361
3,620 40 –2,390 54,455 85,189 89,346
208,033
2,645
41,858 7,152 8 952 244,440 157,826 134,422
322,820
2,511
24,941 4,183 –21 1,532 344,536 126,310 116,955
942
–2
40 13 913 21,466
584,699
5,515
70,419 11,415 –2,390 2,484 644,344 390,791 360,754
16,456 488 2,390 19,334 12,465 11,584
16,456 488 2,390 19,334 12,465 11,584
354,4651 4,657 100,387 1,368 3,653 454,488 505,778
4,922 –2 1,144 6,064 3,698 468,537
1,719
38 104 142 387 131
359,4251 4,655 101,635 1,368 3,653 460,694 509,863 470,387
0 5,414 5,711
82 82 8,066 9,032
1,173,907 11,715 196,243 13,948 7,779 1,360,138 1,445,239 1,239,376

Changes in consolidated fixed assets as at 31.12.2022

Acquisition and production costs
Position
as at
1.1.2022
Foreign
exchange
translation
Change
to scope
of consoli
dation
Additions Disposals Book
transfer
Position
as at
31.12.2022
€000s €000s €000s €000s €000s €000s €000s
I. Intangible assets
1. Rights of use 19,868 274 90 1,407 18,825
2. Licences, commercial trade
marks and associated rights
52,853 12 1 1,967 111 182 54,904
3. Intangible assets produced
in-house 55,955 4 940 1,024 57,923
4. Incomplete software projects 4,838 425 –2,708 2,555
5. Trademark rights 76,072 9,873 85,945
6. Customer base 64,164 14,643 78,807
273,750 286 24,521 3,422 1,518 –1,502 298,959
II. Goodwill 272,431 3,037 39,983 350 315,101
III. Tangible assets
1. Property and similar rights and
buildings, including buildings
on third-party land
140,946 522 177 15 620 142,250
2. Tenants' fittings 319,683 2,030 930 31,315 13,599 2,096 342,455
3. Factory and office equipment 417,617 1,468 1,700 36,499 21,227 3,718 439,775
4. Assets under construction 11,701 59 13,976 –4,763 20,973
889,947 4,079 2,630 81,967 34,841 1,671 945,453
IV. Investment property 28,186 23 –169 28,040
V. Right-of-use assets
1. Rights of use from property
leasing
692,222 4,263 28,667 84,507 5,482 804,177
2. Rights of use from car leasing 5,591 34 1,016 6,641
3. Right of use from other leases 32 24 113 169
697,845 4,263 28,725 85,636 5,482 810,987
VI. Shares in associates 5,023 688 5,711
VII. Other financial assets 2,147 7,032 147 9,032
Total fixed assets 2,169,329 11,665 95,859 178,768 42,338 2,413,283
  1. Right of use from other leases 32 24 113 169 10 28 38 131 22

VI. Shares in associates 5,023 688 5,711 0 5,711 5,023

VII. Other financial assets 2,147 7,032 147 9,032 101 101 0 9,032 2,046

Total fixed assets 2,169,329 11,665 95,859 178,768 42,338 2,413,283 1,026,562 7,584 179,959 38,459 1,739 1,173,907 1,239,376 1,142,767

697,845 4,263 28,725 85,636 5,482 810,987 249,632 1,727 95,893 2,422 1,157 343,673 467,314 448,213

Accumulated depreciation Book values
exchange
translation
Position
as at
1.1.2022
Foreign
Additions
Disposals Book
transfer
Write-up Position
as at
31.12.2022
Position
as at
31.12.2022
Position
as at
31.12.2021
€000s €000s
€000s
€000s €000s €000s €000s €000s €000s
16,099 263
894
1,407 97 15,752 3,073 3,769
43,442 15
4,510
58 47,909 6,995 9,411
39,199 6,619 45,818 12,105 16,756
1,677 1,677 878 3,161
3,585 5,227 8,812 77,133 72,487
5,524 5,220 10,744 68,063 58,640
109,526 278
22,470
1,465 97 130,712 168,247 164,224
96,021 2,696 350 98,367 216,734 176,410
49,568 257
3,012
13 80 52,904 89,346 91,378
195,329 1,486
24,716
13,142 15 371 208,033 134,422 124,354
309,373 1,149
33,393
20,966 –15 114 322,820 116,955 108,244
877 –9 74 942 20,031 10,824
555,147 2,883
61,195
34,121 80 485 584,699 360,754 334,800
16,135 401 –80 16,456 11,584 12,051
245,927 1,727
94,638
2,422 1,157 338,713 465,464 446,295
1,896
3,695 1,227 4,922 1,719

(1) Intangible assets The intangible assets consist of IT software, trademark rights and customer bases. The IT software is written down on a straight-line basis over three to five years. With the exception of a long-lasting trademark right, there are no intangible assets with unlimited useful lives.

The additions to the intangible assets produced in-house relate to the capitalisation of in-house software in relation to the implementation of the digitalisation strategy amounting to T€636 (previous year: T€179). In addition, there were transfers from incomplete software projects to the intangible assets produced inhouse amounting to T€172 (previous year: T€1,024).

The additions regarding unfinished software projects relate to software costs in relation to Vision 2025 and the implementation of the digitalisation strategy amounting to T€592 (previous year: T€145).

The costs which could not be capitalised in the reporting year amounted to T€14,720 in total (previous year: T€18,323).

As part of the purchase price allocation, intangible assets worth T€13,635 (Eyevious) and T€55,729 (SVS Vision) were determined. Intangible assets worth T€31,695 were determined for the brand of the SVS Vision Group. In addition, the customer base of Eyevious was valued at T€4,794. A customer base worth T€24,034 was determined for the SVS Vision companies. Furthermore, software was valued at €8,811 as part of the Eyevious acquisition. Similarly, software worth T€709 was capitalised from the acquisition of Ocumeda AG.

The trademark of the SVS Vision Group has a term of 50 years. A term of 10 years each has been calculated for the customer base of Eyevious and the SVS Vision Group. The trademark rights amounting to T€71,700 and a customer base worth T€59,000 have been capitalised as part of the purchase price allocation from the acquisition of the company Óptica del Penedés, S.L. in 2020. The trademark rights have a term of 20 years. A term of 12 years has been calculated for the company's customer base. The trademark rights have a book value of T€60,945 (previous year: T€64,530) and the customer base has a book value of T€44,250 (previous year: T€49,167).

The final purchase price allocation from the 2022 acquisition of the company Ibervisión Servicios Ópticos, S.L. produced a value of T€5,087 for the trademark "Medical Óptica Audición" and of T€6,391 for the customer base. The trademark and the customer base each have a term of 10 years. The trademark rights have a book value of T€4,578, while the customer base has a book value of T€5,752. The brand of the company Medop, S.A. was valued at T€5,241 and the customer base at T€11,613. The term of the trademark is 20 years and that of the customer base is 14 years. The book values are T€4,979 and T€10,784 respectively.

From the 2019 acquisition of the two companies Planeta trgovina in storitve, d.o.o. and Okulistika Clarus družba za zdravstvene storitve, d.o.o., trademark rights amounting to T€4,372 and a customer base worth T€5,164 have been capitalised as part of the purchase price allocation. An unlimited period of use for the trademark rights is assumed due to the assessment of prolonged use of the trademark. The customer base is written down over a term of 17 years. The trademark rights have an unchanged book value of T€4,372 and the customer base has a book value of T€3,949 (previous year: T€4,252).

(2) Goodwill This item contains goodwill from capital consolidation as well as newly acquired companies. For German companies, goodwill is mainly tested at store level. For foreign companies as well as the entire German business relating to goodwill, the tests are at the level of the countries' respective CGU groups. Goodwill amounting to T€54,477 was allocated to the Germany segment (previous year: T€41,656), including T€32,439 applicable to stores treated as single CGUs (previous year: T€32,439) and T€8,740 to Fielmann Group Manufacturing & Logistics GmbH (previous year: T€8,740). In addition, goodwill of T€12,821 from the acquisition of the Switzerland-based Ocumeda AG was allocated to the Germany segment for the first time. Further information on the acquisition can be found in the section "Scope of consolidation and changes in the scope of consolidation" under III. Key accounting and valuation principles.

In the Spain segment, goodwill from the acquisition of shares in the company Óptica del Penedés, S.L. is reported at T€118,466 (previous year: T€118,466) and in the companies Ibervisión Servicios Ópticos, S.L., Medop, S.A. and Elaboria, S.L. at T€34,770 (previous year: T€39,983).

The acquisitions of Eyevious Style Inc. in Canada and both Eye Style of America Ltd. and the SVS Vision Group in the USA have resulted in goodwill of T€73,064. Further information on the acquisitions can be found in the section "Scope of consolidation and changes in the scope of consolidation" under III. Key accounting and valuation principles. The deviation to the book values listed there results from goodwill currency translation after the first consolidation.

Further goodwill of T€9,227 is attributable to the Switzerland segment (previous year: T€6,872), of T€3,546 to the Netherlands (previous year: T€3,546) and of T€6,211 to Slovenia (previous year: T€6,211) in the other segments. The changes in book value in the Switzerland segment mainly result from the acquisition of the Switzerland-based company Ocumeda AG. Goodwill of T€2,183 was allocated to the Switzerland segment for the first time. Further information on the acquisition can be found in the section "Scope of consolidation and changes in the scope of consolidation" under III. Key accounting and valuation principles. There are also changes to goodwill in the Switzerland segment from the current currency translation of goodwill.

(3) Tangible assets/investment property The book values of tangible assets including investment properties break down among the segments as follows as at 31 December 2023:

31.12.2023
€ 000s
31.12.2022
€ 000s
Germany 279,690 272,669
Switzerland 27,598 27,970
Austria 14,594 11,279
Spain 26,119 16,548
North America 19,357 0
Other 35,898 43,872
403,256 372,338

Technical facilities and machinery are included under the item "factory and office equipment".

The additions (including those resulting from a reclassification from assets under construction) to tangible assets were in part due to the expenditure of T€ 46,613 on replacements for stores (previous year T€ 55,738). Other additions resulted from expansion of the Group (T€ 26,499, previous year: T€ 19,548). There are restrictions on the rights of disposal with regards to properties and other tangible assets of the Fielmann Academy due to non-profit status and monument conservation. These totalled T€ 15,873 (previous year: T€ 16,297).

Real estate which is not actively used by any of the companies within the Group is included in investment properties classification. Under IAS 40, such properties are classified as investment and valued at amortised cost. In the reporting year, no postactivation were made for these properties (previous year: T€ 23). The fair value for all properties ascertained without a professional surveyor but on the basis of the gross rental method is T€ 17,417 (previous year: T€ 17,094). The corresponding rental income during the reporting period amounts to T€ 1,161 (previous year: T€ 1,140). In contrast, there are directly attributable expenses of T€ 864 (previous year: T€ 814). In the reporting year, extraordinary depreciation of T€ 850 was made for a property held as a financial investment due to the sale of properties (previous year: none).

(4) Right-of-use assets Besides the rights of use from leases for properties, this includes the rights of use from leases for cars and the rights of use from other leases to a limited extent. For a more precise overview of movements in right-of-use assets, please refer to the statement of changes in consolidated fixed assets.

(5) Shares in associates / Other financial assets(28) The share in the associate FittingBox S.A. (www.fittingbox.com) is reported. This company was founded in 2006 and is a global leader in augmented reality technology, such as 3D virtual tryon for glasses and sunglasses. The company headquarters are in Toulouse, France, and it also has a subsidiary in Miami, USA. FittingBox S.A. develops innovative technology solutions and digital content for the optical industry and boasts the world's largest database of frame photos and 3D models. The strategic investment in the French technology company is a logical step in Fielmann's digitalisation strategy. Together, we are working on online sales for glasses in Fielmann quality. FittingBox S.A. is not listed on any stock exchange. The table below summarises the financial information of FittingBox S.A. (mostly as stated in their own annual accounts).

31.12.2023
€ 000s
31.12.2022
€ 000s
Ownership share 18% 22%
Current assets 6,966 8,034
Non-current assets 33,475 5,837
Current liabilities –4,897 –4,739
Non-current liabilities –7,247 –4,395
Net assets (100%) 28,297 4,737
Group share in net assets 5,105 1,057
Goodwill incl. transaction costs 4,184 4,184
Book value of the investment 9,289 5,241
Sales revenues 9,811 9,811
Net income for the year from continuing
business operations
–1,642 3,082
Overall result (100%) –1,642 3,082
Group share in the overall result –296 688

The item also includes an investment in an associate totalling T€470 (previous year: T€470). Due to their size and lesser importance to the Fielmann Group, the earnings from shares in associates is reported in "Income in the financial result" or "Other expenses in the financial result" (see Note (36)). No dividends were received from associates.

Shares in the Israeli company "Deep Optics" (Optica Amuka (A.A) Ltd.), which was acquired in the previous year, have also been reported in other financial assets. Deep Optics is a leading deep-tech company and developer of electronic lenses. Fielmann is the lead investor in a funding round to enable the provider of adaptive focus glasses to further develop its disruptive lens technology.

The other financial assets include loans to non-controlling shareholders.

(6) Deferred tax assets Deferred tax assets amounting to T€ 25,227 are capitalised (previous year: T€ 20,622). More information is provided in Note (40) of the Notes to the accounts.

(7) Other non-current financial assets(28) The previous year's figure in the noncurrent other financial assets includes, among others, long-term bonds with a good credit rating held by Fielmann Group AG. The summary of financial assets is shown in Note (43). In addition, deposits and employee loans are also reported under this item. Regarding employee claims (in the form of loans), we expect a repayment of T€ 122 in the next 12 months (previous year: T€ 107). This is reported under current other financial assets (see Note (10)). The capital investments of the Spanish company Óptica del Penedés, S.L., which were reported last year under other noncurrent financial assets, are presented in the reporting year under current financial assets.

(8) Receivables from leases There are some leasing agreements in the Fielmann Group for which Group companies act as lessors. However, these are not of material importance. As at 31 December 2023, no receivables from leases are reported (previous year: T€ 212). In the financial year, the rental income from these subleases amounted to T€ 406 (previous year: T€ 312).

(9) Inventories

31.12.2023
€ 000s
31.12.2022
€ 000s
Raw materials and supplies 669 771
Work in progress 18,922 17,003
Finished products and goods 205,149 165,472
224,740 183,246

Inventories mainly relate to products for glasses, sunglasses, contact lenses and hearing aids. They also include other merchandise. Work in progress principally relates to processed customer orders for glasses and hearing aids.

The rise in inventories mainly results from the increase in the delivery capacity of frames in stores, as well as of sunglasses and contact lenses.

The total value adjustments on inventories stands at T€ 4,944 and was recognised in full under cost of materials (previous year: T€ 9,556). Utilisation of inventories amounting to T€ 390,655 was recognised as expenditure in the financial year (previous year: T€ 372,458).

(10) Trade receivables and current other financial assets (28) More information on trade receivables is provided in Note (28) of the Notes to the accounts. Other financial assets mainly contain receivables due from suppliers of T€42,853 (previous year: T€25,616). The increase is mainly due to higher accruals for expected financial contributions from suppliers for the current year. The incoming amount is expected in the course of the following financial year. Creditors with a debit balance are also included here. Receivables due from insurance companies have risen too, reaching T€27,456 (previous year: T€25,508). Of these receivables, T€25,669 were valued at market value (previous year: T€23,523).

(11) Non-financial assets This item mainly comprises prepaid expenses for advance payments of social security contributions in Switzerland and for IT at Fielmann Group AG as well as receivables from sales tax.

(12) Current tax assets Tax assets amounting to T€9,722 (previous year: T€11,091) mainly result from prepayments of corporation tax and trade tax.

(13) Current financial assets (28) Current financial assets include a share deposit account in Switzerland comprising shares and bonds worth T€11,389 (previous year: T€9,499) as well as bonds belonging to Fielmann Group AG worth T€6,071 (previous year: T€84,834). The decrease in current financial assets in Fielmann Group AG is because the liquidity from capital investments was used to invest in shareholdings due to the internationalisation of our business model and because no new investments were made in capital investments once the capital investments matured. In addition, current financial assets include funds of T€4,097 (previous year: T€4,285) in the distribution company in Italy which serve as security for leases, as well as funds in a distribution company in Spain worth T€1,351 (previous year: T€5,481), reported in non-current other financial assets. The summary of financial assets is shown in Note (43).

(14) Cash and cash equivalents (28) This includes liquid funds in the form of credit balances with banks worth T€55,398 (previous year: T€45,881) and cash holdings of T€3,528 (previous year: T€5,368). The summary of financial assets is shown in Note (43).

Equity and liabilities

(15) Subscribed capital/authorised capital As at 31 December 2023, the subscribed capital of Fielmann Group AG amounted to T€84,000. At the Annual General Meeting on 3 July 2014, a resolution to carry out a stock split (1:2 ratio) was carried, which was effected on 22 August 2014. Since then, Fielmann's capital has been divided into 84 million ordinary shares of no par value. A notional interest in the share capital of €1.00 is attributable to each of the 84 million shares. The shares are bearer shares and all offer the same voting rights as well as rights to the assets and profits of Fielmann Group AG.

As per Article 5 Para. 3 of the Articles of Association, the Management Board is authorised, with the unanimous consent of all its members and subject to the consent of the Supervisory Board, to increase the company's share capital by issuing new ordinary bearer shares for cash and/or contributions in kind totalling up to T€10,000 in one or more stages, up to 7 July 2026. The Management Board did not exercise this authority in the reporting period.

The fundamental aim of our capital management is to guarantee the Fielmann Group's financial stability and flexibility by securing its capital base in the long term. In managing its capital, the Group also aims to achieve an appropriate return on equity and to allow its shareholders to participate in the Group's success. The Group's managed capital consists of financial liabilities, cash and cash equivalents and equity.

Fielmann Group AG and the joint stock companies included in the financial accounts are subject to the minimum capital requirements of German legislation governing public and private limited companies as well as the corresponding provisions of state law and the legal form. There are no other sector-specific minimum capital requirements.

The liquidity of the Fielmann Group is pooled, checked and managed centrally on a daily basis. Both daily and monthly reporting systems have been installed for this purpose. This system guarantees the Group's compliance with all minimum capital requirements. As at 31 December 2023, Fielmann Group AG held 6.369 own shares. The acquisition costs amounted to T€283 (previous year: 1.423 own shares with acquisition costs of T€56).

(16) Capital reserve The amount shown relates exclusively to the premium from the 1994 rights issue under Section 272 Para. 2 No. 1 of the German Commercial Code (HGB).

(17) Retained earnings The retained earnings contain non-distributed profits for the current financial year and previous years (see also Note (42)).

Since the acquisition of 80% of shares in the company Óptica del Penedés, S.L., the unchanged value of a put and call option for acquiring the remaining 20% of the shares was accounted for in the retained earnings in the amount of T€57,553 and decreases them. In contrast to the previous year, due to plans to exercise it in 2024, the put and call option is reported under current financial liabilities (see Note (25)).

After the acquisition of 90% of shares in the company Ocumeda AG, the current value at the time of acquisition of a put and call option of T€4,204 was accounted in the retained earnings and decreases them. Further information on this can be found in the section "Scope of consolidation and changes in the scope of consolidation" under III. Key accounting and valuation principles. The put and call option is reported under non-current financial liabilities (see Note (21)).

(18) Other reserves The other reserves contain the foreign currency translation adjustment item, profits and benefits on giving own shares to employees in accordance with IFRS 2 and actuarial profits and losses particularly from pension provisions as part of the application of IAS 19.

(19) Non-controlling interests Non-controlling interests include shares of other shareholders in corporations of the Group. The shares of non-controlling shareholders in partnerships are reported as liabilities in line with IAS 32. They are valued on acquisition at the corresponding share of the discounted forecast distributions over the minimum term together with the claims. The liabilities change via the interest effect as well as through adjustments relating to the distribution forecast (see also Notes (25), (28) and (42)).

Position
as at
1.1.2023
Currency
translation
adjust
Change
to scope
of consoli
Use Transfer
from
Transfer
to
Position as at
31.12.2023
€ 000s ment
€ 000s
dation
€ 000s
€ 000s € 000s € 000s € 000s
Pension provisions 6,843 –442 822 7,223
Provisions for anniversary 7,082 65 –925 –283 1,021 6,960
Reconversion obligations 2,482 –86 –2 5,743 8,137
Provisions for goods 4,430 –3,078 3,318 4,670
Other non-current provisions 4,403 37 –638 –32 2,215 5,985
25,240 102 0 –5,169 –317 13,119 32,975

(20) Non-current provisions The movements in non-current provisions were as follows:

Pension provisions mainly involve the non-forfeitable pension commitments of Fielmann Group AG and only relate to the Germany segment (T€ 6,466, previous year: T€ 6,127) .

The provisions are matched by reinsurance credits of T€ 69 (previous year: T€ 79), which are netted against pension provisions. The change in the provisions includes the addition of interest in the amount of T€ 250 (previous year: T€ 84). Pension provisions of Fielmann Group AG will most likely be realised over the subsequent 11 years (previous year: 10 years) in line with the statistical mortality table.

The key assumptions on which the actuarial valuation has been based are:

2023
in %
2022
in %
Discount rate 3.09 3.73
Anticipated increase in income 0.00 0.00
Anticipated increase in pension 2.00 2.00

The pension provisions in the Fielmann Group are stipulated commitments so that no income increase is taken into account for the valuation of pension provisions.

A sensitivity analysis was carried out in respect of the discount rate. Lowering the discount rate by one percentage point would result in the present value of the defined benefit obligation increasing by T€ 814, while raising the discount rate by one percentage point would lower the present value by T€ 687. The values shown only resulted in a subordinated risk from pension commitments and reinsurance credits for the Group.

The change in the present value of the defined benefit obligation was as follows:

2023
€ 000s
2022
€ 000s
Opening balance of the defined benefit obligation 6,922 9,078
Current service costs (reported in personnel costs) 3 5
Interest expenses (reported in financial result) 250 84
Actuarial profits and losses (reported in OCI) 559 –1,831
- of which changes in actuarial assumptions 453 –2,516
- of which experience adjustments 106 685
Benefits paid –442 –414
Closing balance of the defined benefit obligation 7,292 6,922

The change in other comprehensive income (OCI) mainly resulted from changes in interest rates. Deferred tax income amounting to T€ 172 is attributable to actuarial gains and losses posted in other comprehensive income (previous year: tax income of -T€ 562).

2023
€ 000s
2022
€ 000s
Defined benefit obligations
– from plans which were not financed via a fund 7,292 6,922
Total 7,292 6,922

The breakdown of the amount shown in the balance sheet on the basis of the company's obligation from defined benefit plans is as follows:

2023
€ 000s
2022
€ 000s
Present value of the defined benefit obligation 7,292 6,922
Fair value of plan assets –69 –79
Provisions stated in the balance sheet 7,223 6,843

Provisions for anniversary bonuses are made for 10- to 35-year anniversaries taking actual rates of fluctuation from the past into account. Discounting is carried out at an interest rate of 2.95% based on the duration of future anniversary payments (previous year: 3.57%). These provisions will probably be realised during the next 12 months to the value of T€ 883 (previous year: T€ 851). The change in the discount rate triggered by events on the capital market during the reporting year results in a T€ 256 increase in the provision (previous year: decrease of T€ 1,566). The increase in the discounted amount caused by the passage of time amounts to T€ 215 (previous year: T€ 20).

The reconversion obligations under tenancy agreements are to be viewed as long term. No risks are discernible during the coming 12 months. In the vast majority of the tenancy agreements the companies of the Fielmann Group are presented with one or more options to extend the tenancy period. An interest rate of 3,93% (10 years) was applied when discounting the settlement amounts at the reporting date (previous year: 3,40% (10 years)). An inflation rate of 1.9% was considered (previous year: 1.2%). The discounted settlement amounts are included in the acquisition costs of tenants' fittings with fixed assets. They are subjected to scheduled depreciation over the remaining term of the tenancy agreement. The adjustment made to the valuation parameters in the reporting year and the capital market-related change to the discount rate in the reporting year has led to an increase of T€ 5,655 in the provision (previous year: decrease of T€ 378). The provisions relating to goods primarily refer to guarantees and resulting risks. In addition to cost of materials, these include personnel costs for settlement services. The risks are largely realised within twelve months and within a maximum of three years. The current portion of risks under guarantees is shown under current provisions in Note (24). The assumptions regarding the assessment of risks are constantly verified by reports on guarantee cases. An inflation rate of 1.9% was considered when calculating the settlement amounts (previous year: 1.2%). The interest rates used for discounting were 3.64% for two years (previous year: 4.14%) and 3.46% for three years (previous year: 3.69%). For the first time, refund liabilities for the sale of goods with a right to return as per IFRS 15 are no longer reported in the warranty provisions, but in the non-financial liabilities. This leads to a T€ 1,906 reduction in the figure published in the previous year. See Note (26) for further details.

The changes in interest rates resulted in an increase of T€ 123 in provisions (previous year: reduction of T€ 312).

Changes in interest rates resulted in changes to other non-current provisions of -T€ 30 (previous year: -T€ 12).

(21) Non-current financial liabilities(28) Non-current financial liabilities are broken down as follows:

31.12.2023
€ 000s
31.12.2022
€ 000s
Non-current liabilities to financial institutions 179 391
– of which with a residual term of more than 5 years
T€ 146 (previous year: T€ 233)
Other non-current liabilities 6,776 60,621
– of which with a residual term of more than
5 years T€ 142 (previous year: T€ 61)
6,955 61,012

All non-current liabilities to banks carry a fixed rate of interest and are for a fixed term. No significant interest rate risk is discernible because borrowing is low.

The other non-current liabilities comprise outstanding purchase price payments from the acquisition of companies amounting to T€ 3,498 (previous year: T€ 4,043), all of which have a remaining term of under 5 years. The undiscounted payment amount is T€ 5,125 (previous year: T€ 5,500). In addition, call and put options of T€ 2,799 (previous year: T€ 56,232) are reported which all have a residual term of under 5 years. The undiscounted payment amount is T€ 3,519 (previous year: T€ 61,575). With regard to these liabilities, there is no significant liquidity risk from the Group's perspective.

As at the reporting date, the exercise of the call and put option for acquiring the remaining 20% of the shares in the company Óptica del Penedés, S.L. is planned for 2024. The liability of T€ 56,232 listed here in the previous year is reported in current financial liabilities as of 31.12.2023.

(22) Deferred tax liabilities Deferred tax liabilities stand at T€54,783 (previous year: T€37,697). More information is provided in Note (40) of the Notes to the accounts.

(23) Liabilities from leases In the reporting year, leasing payments of T€120,519 were made (previous year: T€97,381). Interest expenditure from leases amounting to T€13,103 (previous year: T€6,486) were also stated. The amortisation, the additions and the book value of the rights of use based on the classes of underlying assets are given in the "Changes in consolidated fixed assets" at the beginning of section IV. "Notes to the consolidated accounts".

Variable leasing payments of T€2,372 were made (previous year: T€2,006) which were not taken into account in the valuation of the lease liabilities. For lease agreements with a duration of a maximum of twelve months, expenses of T€762 (previous year: T€1,051) were included in other operating expenses. For subleases, an income of T€961 (previous year: T€936) was received and reported in other operating income. The leasing liabilities come from leasing agreements for properties, cars and IT equipment. The breakdown of the lease liabilities by due date is as follows:

31.12.2023
€ 000s
31.12.2022
€ 000s
Less than 1 year 98,652 96,489
Between 1 year and 5 years 258,442 244,687
More than 5 years 162,142 139,275
Long-term 420,584 383,962
519,236 480,451

With regard to in-house lease liabilities, there is no significant liquidity risk from the Group's perspective.

The undiscounted lease payments were as follows:

31.12.2023
€ 000s
31.12.2022
€ 000s
Less than 1 year 108,751 97,644
Between 1 year and 5 years 307,234 269,579
More than 5 years 201,192 174,193
Long-term 508,426 443,772
617,177 541,416

(24) Current provisions The movements in current provisions were as follows:

Position
as at
1.1.2023
Currency
translati
on adjust
ment
Change
to scope
of consoli
dation
Use Transfer
from
Transfer
to
Position as at
31.12.2023
€ 000s € 000s € 000s € 000s € 000s € 000s € 000s
Personalrückstellungen 44,984 151 2,605 –41,245 –3,890 49,670 52,275
Rückstellungen im Warenbereich 10,856 134 184 –9,179 10,048 12,043
Übrige Rückstellungen 12,429 –14 9 –5,807 –3,740 8,018 10,895
68,269 271 2,798 –56,231 –7,630 67,736 75,213

The provisions relating to personnel are recognised in particular for liabilities in respect of special payments and bonuses in the amount of T€ 33,508 (previous year: T€ 30,800). The cash outflow takes place during the first half of the following financial year. The increase in the financial year is due, among other things, to payments related to restructuring measures of T€ 5,250 (previous year: T€ 1,917) as well as acquisitions made in the reporting year in the USA and Canada amounting to T€ 2,990 (previous year: T€ 0).

The provisions relating to goods refer to risks under guarantees, which are likely to be realised in the next twelve months. The non-current portion of risks under guarantees is shown in Note (20). In the first year, most of the guarantee cases expected overall will be settled.

The other provisions mainly include provisions for outstanding invoices for building work and other services.

(25) Current financial liabilities, trade payables and other financial liabilities(28) Due to the low level of debt, no significant effects on the Group through fluctuations in interest rates are expected. These liabilities have a term of up to one year.

For the short-term settlement of trade payables, current financial liabilities of €72.0 million were entered into. As at the reporting date, the exercise of the call and put option for acquiring the remaining 20% of the shares in the company Óptica del Penedés, S.L. is planned in 2024. Correspondingly, the option is reported at T€53,785 for the first time in current financial liabilities.

The trade payables of T€92,157 (previous year: T€85,248) are subject to the usual payment conditions, are undiscounted, and are all due within one year.

Other financial liabilities report liabilities to employees of T€7,500 (previous year: T€3,542) and liabilities to shareholders of T€16,759 (previous year: T€13,171). Included in other financial liabilities are obligations to non-controlling interests, which are considered equity in the individual company accounts according to local law and are shown as liabilities in accordance with IAS 32, in the amount of T€2,035 (previous year: T€2,121) (see also Notes (19), (28) and (42)). All liabilities are discounted and all are due within one year.

(26) Non-financial liabilities Non-financial liabilities include contractual obligations and liabilities from social security contributions as well as sales, wages and church taxes. The contractual obligations as per IFRS 15 relate to the deferral of the income, which was received in the financial year but will be realised in the future based on the duty to settle claims, under the Zero-Cost Insurance, to the repair lump sums that the statutory health insurance providers pay in advance for hearing aids sold in Germany, to refund liabilities for the sale of goods with a right to return, as well as vouchers and payments received from customers.

In the financial year 2023, the movements in contractual obligations with a term of over one year were as follows:

Contractual obligations from Zero-Cost Insurance € 000s
Position as at 1.1.2023 24,095
Transfer to 24,539
Realised revenue of the current financial year contained in the position
as at 1 January
–24,095
Position as at 31.12.2023 24,539
Contractual obligations from hearing aid repair lump sums € 000s
Position as at 1.1.2023 20,420
Transfer to 10,689
Realised revenue of the current financial year contained in the position
as at 1 January
–7,319
Realised revenue of the current financial year not contained in the position
as at 1 January
–1,107
Position as at 31.12.2023 22,683

There are contractual obligations for hearing aid repair lump sums as at 31 December 2023 worth T€22,683 (previous year: T€20,420). T€15,000 of this (previous year: T€13,239) is to be classified as non-current and T€7,892 (previous year: T€7,181) as current. The non-current share of these liabilities was reported under the item "Nonfinancial liabilities" in non-current liabilities for the first time in the financial year. This first-time reporting was done with retroactive effect for the previous year according to IAS 8. As at 1 January 2022, the non-current non-financial liabilities increased by T€12,717 and, at the same time, reduced the current non-financial liabilities by the reclassified amount. As at 31 December 2022, there was an increase in the non-current non-financial liabilities of T€13,239 and a corresponding reduction in the current nonfinancial liabilities.

There are contractual obligations for vouchers and payments received from customers as at 31 December 2023 worth T€16,658 (previous year: T€10,437). These contractual obligations were reported under the item "Non-financial liabilities" in current liabilities for the first time in the financial year. This first-time reporting was done with retroactive effect for the previous year according to IAS 8. As at 1 January 2022, this increased current non-financial liabilities by T€10,537 and, similarly, reduced the current other financial liabilities by the reclassified amount. As at 31 December 2022, there was an increase in current non-financial liabilities of T€10,437 and a corresponding reduction in current other financial liabilities.

Refund liabilities for the sale of goods with a right to return were reported for the first time in the financial year in line with IFRS 15. This first-time reporting was done with retroactive effect for the previous year too as per IAS 8. The following adjustments to the previous year's figures have been made as a result of these bookings: nonfinancial liabilities increased by T€6,036 as at 1 January 2022. Warranty provisions decreased by T€1,974. Deferred tax assets increased by T€1,247. In total, this leads to a decrease in retained earnings of T€2,815. This corresponds to a fall in earnings per share of €0.03.

Compared to the figures published in the previous year, non-financial liabilities increased by T€6,284, warranty provisions decreased by T€1,906 and deferred tax assets increased by T€97 as at 31 December 2022. Sales revenues for the financial year 2022 fell by T€248, while the cost of materials rose by T€67. As a result, EBT and EBITDA decreased by T€316. Taking the T€97 decrease in tax expense into account, the consolidated result fell by T€219 as a consequence. This corresponds to a fall in earnings per share of €0.01.

In the financial year 2023, the movements in refund liabilities were as follows:

Refund liabilities for the sale of goods with a right to return € 000s
Position as at 1.1.2023 6,284
Transfer to 6,109
Realised revenue of the current financial year contained in the position
as at 1 January
–5,742
Position as at 31.12.2023 6,651

(27) Income tax liabilities Income tax liabilities essentially relate to corporation tax and trade tax.

(28) Financial Instruments The following legend shows the abbreviations for the valuation categories used in the next section:

Category IFRS 9 English meaning Measurement
AC Financial Assets Measured at
Amortised Cost
At amortized cost
FVtPL Fair Value through Profit or Loss Market value through profit or loss
FLAC Financial Liabilities Measured at
Amortised Cost
At amortized cost

All categories of financial instruments are reported at their value on the date the respective transaction is completed. Allocation to measurement categories in accordance with IFRS 7 was effected on the basis of the economic properties and the risk structure of the respective financial instruments. Where possible, the fair value is normally determined by stock market prices and/or other data available in the financial market. There were no material uncertainties in determining the fair value of the financial instrument. Financial assets measured at amortised cost and financial assets at fair value through profit and loss have been classified in the corresponding category.

For the Fielmann Group's financial assets, there is a default risk which is accounted by corresponding impairments. The negative balance from impairment costs including a reversal of T€235 (previous year: positive balance of T€430) comes from income reversals of T€2,056 (previous year: T€1,262) and costs from impairment of T€2,291 (previous year: T€832). Due to its lesser importance to the Fielmann Group, there is no separate reporting in the consolidated profit and loss statement. Receivables are retired when they are finally lost or when pursuit of the claim is futile, thus making no economic sense (e.g. minor sums). The cost of retiring the receivables amounts to T€954 (previous year: T€1,334).

The breakdown of impairments into the classes is as follows:

Lifetime ECL
Category
in accord
ance with
IFRS 9
Book
value as at
31.12.2023
Book value
before
impair
ment
Impair
ment
12-
month
ECL
Non
impaired
credits
Impaired
credits
Trade
receivables
€000s €000s €000s €000s €000s €000s €000s €000s
Other financial assets
(non-current)
Loans AC 1,076 1,158 82 82
1,076 1,158 82 82 0 0 0
Other financial assets
(non-current)
Loans AC 5,683 5,740 57 57
5,683 5,740 57 57 0 0 0
Trade receivables
Trade receivables AC 55,622 57,404 1,782 1,782
55,622 57,404 1,782 0 0 0 1,782
Other financial assets
(current)
Other receivables AC 65,196 65,842 646 646
Other receivables AC 110 580 470 470
65,306 66,422 1,116 646 0 470 0
Financial assets
(current)
Bonds and fixed deposits AC 6,071 6,079 8 8
6,071 6,079 8 8 0 0 0
Cash and cash equiva
lents
Liquid funds N/A 58,926 58,926 0
58,926 58,926 0 0 0 0 0
Total 192,684 195,729 3,045 793 0 470 1,782
Category
in accord
ance with
IFRS 9
Book
value as at
31.12.2022
Book value
before
impair
ment
Impair
ment
12-
month
ECL
Non
impaired
credits
Impaired
credits
Trade
receivables
€000s €000s €000s €000s €000s €000s €000s €000s
Other financial assets
(non-current)
Loans AC 2,000 2,000
2,000 2,000 0 0 0 0 0
Other financial assets
(non-current)
Loans AC 5,073 5,125 52 52
Bonds and fixed deposits AC 6,034 6,042 8 8
11,107 11,167 60 60 0 0 0
Receivables from leases
Receivables from leases N/A 212 212
212 212 0 0 0 0 0
Trade receivables
Trade receivables AC 44,292 46,017 1,725 1,725
44,292 46,017 1,725 0 0 0 1,725
Other financial assets
(current)
Other receivables AC 31,415 31,756 341 341
Other receivables AC 994 1,396 402 402
32,409 33,152 743 341 0 402 0
Financial assets (current)
Bonds and fixed deposits AC 84,833 85,115 282 282
84,833 85,115 282 282 0 0 0
Cash and cash
equivalents
Liquid funds N/A 51,249 51,249
51,249 51,249 0 0 0 0 0

Total 226,102 228,912 2,810 683 0 402 1,725

Lifetime ECL

The movements in impairments were as follows:

Loans Bonds and
fixed deposits
Trade
receivables
Other
receivables
Total
€ 000s € 000s € 000s € 000s € 000s
Impairment as at 1.1.2023 52 290 1,725 743 2,810
12-month ECL 87 –282 305 110
Lifetime ECL:
non-impaired credits
impaired credits 68 68
Trade receivables 57 57
Impairment as at 31.12.2023 139 8 1,782 1,116 3,045
Loans Bonds and
fixed deposits
Trade
receivables
Other
receivables
Total
€ 000s € 000s € 000s € 000s € 000s
Impairment as at 1.1.2022 141 220 2,083 796 3,240
12-month ECL –89 70 –53 –72
Lifetime ECL:
non-impaired credits
impaired credits
Trade receivables –358 –358
Impairment as at 31.12.2022 52 290 1,725 743 2,810

Expected credit losses (ECL) are mainly calculated based on past experience under consideration of current circumstances and possibly adjusted for the predicted future economic development. They are calculated on a case by case basis where they are material, otherwise by grouping similar default risk characteristics, e.g. temporal criteria. The value adjustments for financial instruments are openly deducted in the case of trade receivables and other receivables through separate accounts.

For trade receivables, the expected credit loss over the entire term (lifetime ECL) was recorded, for simplification. Besides receivables from individual customers, the receivables relate to receivables from processing prescriptions and payment transactions. Due to past experience with maturity and default, the receivables from individual customers were value adjusted. The average for the three years prior to the financial year was therefore taken as the basis for calculation. It is assumed that a default event occurs no more than 90 days after the due date. An anticipated default rate of 1% based on the risk-linked amount was applied on the basis of past data and in consideration of the future outlook. There is no security for this.

The movements in value-adjusted receivables based on maturity were as follows:

Book value
before
impairment
in € 000s
Impairment
as at 31.12.2023
in € 000s
Expected
default rate
Balance sheet
value
as at 31.12.2023
in € 000s
Receivables from customers
Not due 2,827 56 2% 2,771
1 to 30 days overdue 6,007 70 1% 5,937
31 to 90 days overdue 945 88 9% 857
more than 90 days overdue or other objective
evidence of impairment
2,280 1,186 52% 1,094
Subtotal 12,059 1,400 10,659
Other receivables 45,345 382 1% 44,963
Position as at 31.12 57,404 1,782 55,622
Book value
before
impairment
in € 000s
Impairment
as at 31.12.2022
in € 000s
Expected
default rate
Balance sheet
value
as at 31.12.2022
in € 000s
Receivables from customers
Not due 1,738 27 2% 1,711
1 to 30 days overdue 3,693 29 1% 3,664
31 to 90 days overdue 581 53 9% 528
more than 90 days overdue or other objective
evidence of impairment
2,436 1,268 52% 1,168
Subtotal 8,448 1,377 7,071
Other receivables 37,569 348 1% 37,221
Position as at 31.12 46,017 1,725 44,292

The credit default risk is assumed to be low for all other financial instruments that are valued at amortised cost. No significant defaults were reported in the past.

For bonds and fixed deposits, the expected credit loss over the next twelve months (12-month ECL) was simplified due to the unchanged low credit risk. The assets generally correspond to the socalled investment grade or a comparable credit rating if there is no rating. For the calculation of the expected credit losses, three clusters were formed according to the debtors' credit rating and default rates of 0.1%, 0.25% and 0.75% were applied.

For other receivables, as a rule, the expected credit loss over the next twelve months (12-month ECL) was estimated and a default rate of 1% applied. In certain cases, impairments amounting to the total ECL were made. The expected default rates are between 75% and 100%.

The Germany segment accounts for approx. 60% of the financial assets. In the case of receivables from individual customers, the Group's retail activities mean that there is no default risk resulting from a focus on individual debtors. High receivable balances particularly result from processing prescriptions, payment transactions and the Zero-Cost Insurance, as well as from the issuers of capital investments. Again, no increased risk is seen here. Legal steps were undertaken to follow up on incoming payments for impaired receivables amounting to T€ 1,268 (previous year: T€ 1,814). The maximum default risk for the financial assets corresponds to their book values.

The Group has not prepared an analysis of the dates on which material financial liabilities are due since sufficient liquid funds and credit lines are available, and there is therefore no liquidity risk. The non-current financial liabilities mainly result from liabilities from leases, whose maturity is explained in more detail in Note (23). The current financial liabilities mainly result from liabilities from leases, trade payables and financial liabilities, which are explained in more detail in Note (25).

Market risks for financial instruments in the Fielmann Group include price and interest rate risks for any capital investments, especially currency risks.

Currency risks As a result of its international operations, the Fielmann Group is exposed, on the one hand, to foreign exchange risks. Currency differences are reported in a foreign currency translation adjustment item included under other reserves. Furthermore, currency risks arise out of the translation of existing financial instruments, especially credit balances with banks, capital investments, intra-group receivables and liabilities as well as purchase liabilities. Such financial instruments are translated into euros at the exchange rate on the balance sheet date in accordance with IAS 21. The foreign currencies that are relevant for the Fielmann Group are listed under "foreign exchange conversion" in Section III "Key accounting and valuation principles". The Fielmann Group is exposed to risks arising out of foreign currency translation of financial instruments, in particular for the Swiss franc and the US dollar.

A sensitivity analysis was conducted to examine the impact on the conversion of existing financial instruments in the currencies Swiss franc and US dollar on the basis of a reasonably possible appreciation or depreciation of 10% of those currencies against the euro as at 31 December 2023 (previous year: 10%). This analysis assumes that all other variables remain constant.

If the Swiss franc appreciated against the euro by 10%, the valuation of Fielmann's financial assets of € 39.5 million (previous year: € 91.8 million) and financial liabilities totalling € 1.0 million (previous year: € 0.0 million) would see an increased net income for the year of € 3.0 million (previous year: increase of € 7.1 million). Depreciation of the Swiss franc against the euro by 10% would have the opposite effect on net income for the year.

Considering the valuation of financial assets amounting to € 2.3 million (previous year: € 2.6 million) and financial liabilities totalling € 6.3 million (previous year: € 2.4 million), appreciation of the US dollar against the euro by 10% would lead to a fall in net income for the year of € 0.3 million (previous year: unchanged net income for the year). Depreciation of the US dollar against the euro by 10% would have a correspondingly opposite effect on net income for the year.

Interest rate risks The capital investments of the Fielmann Group include call money and fixed-term deposits as well as fixed interest securities and bonded loans. As these capital investments are predominantly fixed interest, there is no significant interest rate sensitivity regarding equity or the net income for the year. There are no material interest rate risks from other financial liabilities. The liabilities from leases were discounted using a fixed interest rate until the maturity date, so that no interest rate risk arises here. Due to the low level of debt, there are no material interest rate risks from other financial liabilities.

Price risks The Fielmann Group is above all exposed to price risk through capital investments in shares and similar investments. A sensitivity analysis was conducted to examine the impact of a possible increase or decrease of 10% in the share price versus the position as at 31 December 2023 (previous year: 10%). This analysis assumes that all other variables remain constant and that the holding as at the balance sheet date is representative for the year as a whole.

A 10% price rise would lead to an increase in net income for the year amounting to € 1.5 million (previous year: increase of € 1.6 million). A 10% fall in the price would have the corresponding opposite effect on net income for the year.

More detailed explanations of the individual financial risks are contained in the Management Report.

The following table shows the book values and the fair values of financial assets and finan-cial liabilities, including their levels in the fair value hierarchy. It contains no information on the fair value for financial assets and financial liabilities which were not measured at fair value when the book value represents a reasonable approximation of the fair value.

Measurement categories in accordance with IFRS 7

in € 000s Measurement
category
Book value as at
31.12.2023
ASSETS
Other financial assets (non-current)
Loans AC 1,076
Holdings FVtPL 6,990
8,066
Other financial assets (non-current)
Loans AC 5,683
Funds FVtPL 0
Bonds and fixed deposits AC 0
5,683
Receivables from leases
Receivables from leases
N/A 0
0
Trade receivables
Trade receivables AC 55,622
55,622
Other financial assets (current)
Other receivables AC 65,306
Other receivables FVtPL 25,669
90,975
Financial assets (current)
Investment management custodial accounts FVtPL 11,389
Funds FVtPL 5,448
Bonds and fixed deposits AC 6,071
22,908
Cash and cash equivalents
Liquid funds
N/A 58,926
58,926
Total ASSETS
AC / N/A 192,684
FVtPL 49,496
242,180
LIABILITIES
Financial liabilities (non-current)
Liabilities to financial institutions FLAC 179
Other liabilities FLAC 3,639
Loans received FLAC 338
Put and call option FLAC 2,799
6,955
Liabilities from leases (non-current)
Liabilities from leases FLAC 420,584
Financial liabilities (current) 420,584
Liabilities to financial institutions FLAC 72,395
Put and call option FLAC 53,785
126,180
Liabilities from leases (current)
Liabilities from leases FLAC 98,652
98,652
Trade payables
Trade payables FLAC 92,157
92,157
Other financial liabilities
Other liabilities FLAC 31,512
Liabilities from third parties' capital interests FLAC 2,035
33,547
Total LIABILITIES
FLAC 778,075
778,075

in € 000s

Other financial assets (non-current)

Other financial assets (non-current)

Receivables from leases

Other financial assets (current)

Financial assets (current)

Cash and cash equivalents

Financial liabilities (non-current)

Liabilities from leases (non-current)

Financial liabilities (current)

Total ASSETS

LIABILITIES

Trade receivables

ASSETS

Fair value Level of fair
value hierarchy
Book value as at
31.12.2022
Measurement
category
Fair value Level of fair
value hierarchy
2,000 AC
7,032 7,032 FVtPL 6,990 3
9,032
5,073 AC
5,481 1 5,481 FVtPL
6,034 AC
16,588
212 N/A
212
44,293 AC
44,292
32,409 AC
23,523 2 23,523 FVtPL 25,669 2
55,932
9,499 1 9,499 FVtPL 11,389 1
4,285 1 4,285 FVtPL 5,448 1
84,834 AC
98,618
51,249 N/A
51,249
226,104 AC / N/A
49,820 1, 2, 3 49,820 FVtPL 49,496 1, 2, 3
275,924
391
4,184
FLAC
FLAC
205 FLAC
56,232 FLAC
61,012
383,962 FLAC
383,962
24,612 FLAC
24,612 FLAC
0 FLAC
24,612
96,489 FLAC
96,489
85,248 FLAC
85,248
21,070 FLAC
2,121 FLAC
23,191
674,514 FVtPL
674,514

Income according to measurement categories

2023
Measurement
categories
Profits from
subsequent
measurement
at fair value
Losses from
subsequent
measurement
at fair value
Impairments1 Income in
the financial
result
Other
expens-es in
the financial
result
Interest
expenditure
from leases
€ 000s € 000s € 000s € 000s € 000s € 000s
Fair Value through
Profit or Loss
FVtPL
3,141 291 844 480
Financial Assets
Measured at amortised
cost
AC
235 3,062
Financial liabilities
measured at amortised
cost
FLAC
2,153 9,562 13,103
Reconciliation of
financial result
Financial income and
expense for balance
sheet items which are
not financial instru
ments
44 899
Income and expenses
for financial instruments
which are not included
in the financial result
–5,294 –291 –235
Total 0 0 0 3,950 10,941 13,103

1 Negative amounts represent write-ups

2022
Measurement
categories
Profits from
subsequent
measurement
at fair value
Losses from
subsequent
measurement
at fair value
Impairments1 Income in
the financial
result
Other
expens-es in
the financial
result
Interest
expenditure
from leases
€ 000s € 000s € 000s € 000s € 000s € 000s
Fair Value through
Profit or Loss
FVtPL 364 5,118 5,934
Financial Assets
Measured at
amortised cost
AC –430 444
Financial liabilities
measured at
amortised cost
FLAC 1,188 6,486
Reconciliation of
financial result
Financial income and
expense for balance
sheet items which are
not financial instru
ments
2,640 544
Income and expenses
for financial instruments
which are not included
in the financial result
–364 –5,118 430
Total 0 0 0 9,018 1,732 6,486

1 Negative amounts represent write-ups

2023

Impairments1

€ 000s

Income in the financial result

Other expens-es in the financial result € 000s

Interest expenditure from leases

€ 000s

€ 000s

Measurement categories

Fair Value through

Financial Assets Measured at amortised

Financial liabilities measured at amortised

Reconciliation of financial result Financial income and expense for balance sheet items which are not financial instru-

Income and expenses for financial instruments which are not included

Profits from subsequent measurement at fair value

Losses from subsequent measurement at fair value

€ 000s

Profit or Loss FVtPL 3,141 291 844 480

ments 44 899

cost FLAC 2,153 9,562 13,103

Total 0 0 0 3,950 10,941 13,103

cost AC 235 3,062

€ 000s

in the financial result –5,294 –291 –235

These losses as well as impairments for financial instruments are shown under "Other operating expenses", while the profits and income from the write-ups for financial instruments are shown under "Other operating income".

Interest is stated according to the relevant payments, taking into account deferrals for the period. Interest income for financial assets and financial liabilities, which are not measured at market value through profit or loss, come to T€ 3,062 (previous year: T€ 444). The corresponding interest expenses amount to T€ 22,665 (previous year: T€ 7,674).

Bonds and fixed deposits The item for bonds and fixed deposits amounting to T€ 6,071 (previous year: T€ 90,868) comprises bonds (T€ 6,071; previous year: T€ 65,880), no bonded loans (previous year: T€ 15,031) and no call money and fixedterm deposits (previous year: T€ 9,957), which are each carried at amortised cost and broken down by maturity in accordance with IAS 1

Investment management custodial account The investment management custodial account reported under current financial assets relate to a custodial account of Fielmann AG, Basel, which is managed by an external custodian and contains shares and bonds in the amount of T€ 11,389 (previous year: T€ 9,499). The investment policy is based on a written strategy agreed with the custodial account manager. The securities held there are reported at current value (stock market price). Valuation gains and losses in the reporting period were recognised in profit and loss.

Funds Funds in the Italian subsidiary amounting to T€ 4,097 are reported in the reporting year (previous year: T€ 4,235). The funds serve as lease securities in Italy and are pledged for this purpose. This is reported at current value (stock market price). Valuation gains and losses in the reporting period were recognised in profit and loss.

Furthermore, money market funds of T€ 1,351 in the Spanish company Óptica del Penedés, S.L. are reported in current financial assets. The amount stated in the previous year of T€ 5,481 was posted in other non-current financial assets. This is reported at current value (stock market price). Valuation profits and losses in the reporting period were recognised in profit and loss.

Holdings The investment in "Deep Optics" (Optica Amuka (A.A) Ltd.) is reported in other financial assets. Further information on this investment can be found in Note (5).

Other receivables Other receivables valued at amortised costs totalling T€ 65,306 mainly relate to receivables due from suppliers (previous year: T€ 32,409). Cash advances to cover insurance-related accruals and deferrals for unearned premiums were measured as other receivables totalling T€ 25,669 (previous year: T€ 23,523) in "Fair Value through Profit or Loss" at the time of recognition. Subsequent accounting is at fair value. Earnings of T€ 519 (previous year: expenses of T€ 1,047) were recognised in the financial year. The book value of these receivables is the maximum default risk. Valuation profits and losses in the reporting period were recognised in profit and loss.

Liquid funds As at the reporting date, there are liquid funds of T€ 58,926 (previous year: T€ 51,249), of which T€ 55,398 (previous year: T€ 45,881) are credit balances with banks.

Put and call options The liability from the put option for minority shareholders to tender the remaining 20% of shares in the company Óptica del Penedés, S.L. is reported at a book value of T€ 53,785 (previous year: T€ 56,232). Fielmann Group AG plans to exercise in April 2024 the existing call option to acquire the outstanding shares. The valuation as at the reporting date is mainly based on the company's generated sales revenue as of 31.12.2023 multiplied by a constant factor. Compensation for liquid funds and financial liabilities as at 31.12.2023 is also considered. These two valuation parameters as well as the reduction in the option's term resulted in earnings of T€ 2,447 (previous year: T€ 5,343), which are reported in the financial result.

The book value of the put and call option to acquire the remaining 8.75% of Ocumeda AG (since the acquisition, the Fielmann Group's share has risen by 1.25% due to a capital increase) amounts to T€ 2,799. The valuation of the option, which can be exercised between 15 February and 15 March 2026, is based on the adjusted EBITDA as at 31.12.2025. The change in the book value resulted from the adjustment of the planning, and the earnings of T€ 2,153 are reported under "Other operating income".

Liabilities from third parties' capital interests Other financial liabilities include third parties' capital interests amounting to T€ 2,035 (previous year: T€ 2,121), which are to be reported as liabilities in accordance with IAS 32 (see also Notes (19), (25) and (42)).

(29) Contingent liabilities and other financial liabilities In the financial year, the Fielmann Group assumed no guarantees for third party liabilities to banks, as was already the case in the previous year.

As at 31 December 2023, the purchase commitments for store openings amount to T€ 30 (previous year: T€ 500) and to T€ 3,140 (previous year: T€ 12,480) for replacement investments in existing stores. There are purchase commitments of T€ 2,020 (previous year: T€ 2,890) for production facilities at Rathenow, and T€ 210 for IT (previous year: T€ 690).

Profit and loss statement

The profit and loss statement of the Fielmann Group was compiled in accordance with the overall cost of production method.

2023
€ 000s
2022
€ 000s
Germany 1,343,780 1,252,987
Switzerland 217,252 208,220
Austria 90,791 82,774
Spain 175,424 123,266
North America 32,406
Other 109,427 92,050
Consolidated sales 1,969,080 1,759,297
Changes in inventories 2,974 4,045
Total Group sales 1,972,054 1,763,342

(30) Sales revenues, including changes in inventories The sales revenues of the Fielmann Group are attributable to the segments as follows:

The breakdown of sales revenues into the product groups is as follows:

2023
€ 000s
2022
€ 000s
Eyewear 1,543,086 1,411,133
Contact lenses 166,667 152,166
Sunglasses 84,099 70,929
Hearing aids 128,843 99,791
Other 24,880 20,464
Services 21,506 4,813
Consolidated sales 1,969,080 1,759,297
Changes in inventories 2,974 4,045
Total Group sales 1,972,054 1,763,342

The revenues for the sale of hearing aid products include income from hearing aid repair lump sums of T€ 14,052 (previous year: T€ 7,483), which is paid by the health insurance companies for a period of six years and is deferred accordingly (see Note 26). The sales increase in the hearing aid business is largely due to higher sales in the German and Spanish hearing aid markets. The other sales revenues mainly result from the sale of goods. The sales revenues from services include, among other things, rental income from own property. The acquisition of further companies led to an increase in income from services of T€ 6,088 as well as the first contributions from American health insurances of T€ 1,530 as per IFRS 17. The first reporting of adjustment fees in the income from services totalling T€ 4,658 is another reason for the increase.

(31) Other operating income Other operating income includes income from foreign exchange differences of T€ 7,117 (previous year: T€ 4,836), income from the valuation of financial instruments of T€ 5,294 (previous year: T€ 364) as well as income from the reversal of impairments for financial instruments of T€ 2,056 (previous year: T€ 1,262). As part of the impairment test, reversals of write-downs made in the past of T€ 7,788 (previous year: T€ 1,739) were also recognised. These are explained in Note (44).

(32) Cost of materials The cost of materials mainly relates to frames, lenses, contact lenses, cleaning and care products as well as hearing aids and hearing aid accessories and already includes discounts, rebates and other similar amounts that have been deducted.

2023
€ 000s
2022
€ 000s
Wages and salaries 727,069 640,863
Social security costs and pension contributions 138,805 121,107
865,874 761,970
of which pension scheme contributions1 69,547 62,497

(33) Personnel costs

Public subsidies in the form of salary and social insurance refunds worth T€ 168 were granted in the reporting year (previous year: T€ 2,270), which were used for personnel expenses. These are to be regarded as government assistance as per IAS 20 (previous year: T€ 1,012).

As part of the statutory arrangements in Germany concerning capital-building payments to employees, an offer is made to the workforce once a year to invest these benefits in the form of Fielmann shares. On 26August 2023 (previous year: 10 August 2022), each employee was offered 10 shares (previous year: 10 shares) at a price of € 43.44 (previous year: € 37.24) with an exercise deadline of 31 October 2023 (previous year: 31October 2022). The weighted average price for this period was € 41.90 (previous year: € 33.48). This offer was taken up by 5,988 employees (previous year: 6,073 employees). As a result, 59,880 shares were issued to employees (previous year: 60,730 shares). There were no open offers to subscribe to shares at the balance sheet date.

In accordance with IFRS 2, the sum of T€ 2,601 was stated as expenditure for capitalbuilding payments in the form of shares within the Group (previous year: T€ 2,262). Price profits and losses on the disposal of the company's own shares were offset directly against equity.

In the past financial year, employees in the stores also received a total of 8,134 shares from a performance-related bonus program within the meaning of IFRS 2 (previous year:

1 The 2023 pension scheme contributions include an amount of € 9.8 million (previous year: € 6.9 mil-lion) which is attributable to the employer contributions for health and pension insurance to be paid together in Spain and which need not be broken down.

9,439). On the grant date, employees received a direct entitlement to the shares. The shares were quickly issued to the employees. The total expenditure amounted to T€ 523 (previous year: T€ 449). This scheme aims to reward particular elements of the Fielmann philosophy, such as customer satisfaction.

(34) Other operating expenses Other operating expenses contain the following items:

2023
€ 000s
2022
€ 000s
Costs of premises 54,556 41,844
Sales promotion and distribution 77,060 84,034
Other personnel costs 29,619 19,658
Offices 148,233 137,702
Other 18,139 15,076
327,607 298,314

Other operating expenses include administrative and organisational costs, advertising, cost of premises as well as the costs of training and voluntary social expenses. The expenses arising from foreign exchange differences of T€ 8,040 (previous year: T€ 7,117) are contained under "Other". The income from foreign exchange differences amounts to T€ 7,117 (previous year: T€ 4,836), which is reported in other operating income (see also Note (31)).

(35) Write-downs

2023
€ 000s
2022
€ 000s
Right-of-use assets 101,635 95,893
Intangible assets 23,619 22,470
Tangible assets including investment property 70,907 61,596
Other financial assets 82
Other write-downs 94,608 84,066
196,243 179,959

The extraordinary write-downs made in the reporting period and the previous year are described in Note (44).

(36) Financial result The financial result is made up as follows:

Expenses Income Balance
in € 000s 2023 2022 2023 2022 2023 2022
Result from cash and capital investments –528 –865 857 959 329 94
Result from on-balance sheet and other transactions not
relating to financial assets
–23,220 –7,353 3,093 7,371 –20,127 18
Interest result –23,748 –8,218 3,950 8,330 –19,798 112
Result from shares in associates –296 688 –296 688
Financial result –24,044 –8,218 3,950 9,018 –20,094 800

The result from on-balance sheet and other transactions not relating to financial assets is largely due to the application of IFRS 16 "Leasing" (see Note (23)) and the subsequent valuation of the put and call options for acquiring the remaining 20% of the shares in the company Óptica del Penedés, S.L. and the remaining 8.75% of the shares in the company Ocumeda AG (see Note (28)).

More information on the result from shares in associates is provided in Note (5) of the Notes to the accounts.

2023
€ 000s
2022
€ 000s
Current income tax expenditure for Germany 57,932 50,268
Current income tax expenditure for outside
Germany
13,691 11,720
Current income tax expenditure 71,623 61,988
Deferred tax income/expenditure for Germany –5,407 –6,137
Deferred tax income/expenditure for outside
Germany
–3,140 –5,214
Deferred tax income/expenditure –8,547 –11,351
Sum of taxes on income and earnings 63,076 50,637

(37) Taxes on income and earnings

Current income tax expenditure includes trade tax and corporation tax as well as the equivalent national taxes of the consolidated companies and amounts to T€ 71,623 (previous year: T€ 61,988), of which a tax expense of T€ 223 is attributable to taxes applying to other periods (previous year: T€ 402). Current income tax-related expenditure of individual Group companies decreased by T€ 1,403 through the use of loss carry-forwards (previous year: T€ 264).

Deferred tax-related income in the Group in the amount of T€ 8,547 (previous year: T€ 11,351) mainly results from the current change from temporary differences and tax-related loss carry-forwards. More details can be found in Note (40) of the Notes to the accounts.The Fielmann Group falls into the Pillar 2 framework of the OECD model rules. In Germany, the jurisdiction where Fielmann Group AG is headquartered, the Pillar 2 regulations were agreed as part of the Minimum Tax Act and took effect as of 28.12.2023. As the Pillar 2 regulations first apply to financial years after 30.12.2023, Fielmann Group AG is not subject to any tax charges in this respect. The Group is currently working to assess the effects of the Pillar 2 regulations. Based on the data for the reporting periods 2022 and 2023, this analysis gives no reason to expect any Pillar 2 tax charges to the Fielmann-Group in the coming reporting period. Due to the complexity of the agreed regulations and the dynamic business development, it is not yet possible to fully assess any further quantitative consequences.

(38) Net income for the year and earnings per share The movements in earnings per share were as follows:

2023
€ 000s
2022
€ 000s
Net income for the year 130,640 109,735
Income attributable to other shareholders –2,996 –6,077
Profits attributable to parent company s
hareholders
127,644 103,658
Number of shares ('000) units 83,994 83,999
Earnings per share in € (diluted/basic) 1,52 1,23

There was no dilution of earnings in the financial year nor in the previous year.

(39) Income attributable to other shareholders Other shareholders account for T€ 3,159 (previous year: T€ 6,413) of the profits from subsidiaries included in the Group's consolidated financial statements. The shares in the losses amount to T€ 163 (previous year: T€ 336). Net income attributable to other shareholders and corresponding dividends are effectively the preserve of the shareholders. For this reason, they are disclosed in the profit and loss statement as well as in the movement in Group equity.

(40) Deferred taxes The deferred tax liabilities on intangible assets of T€ 61,119 (previous year: T€ 45,446) include the sum of T€ 53,268 (previous year: T€ 34,308) mainly from the capitalisation of brands and customer bases as a result of acquiring shares in foreign subsidiaries in the reporting year ended and the previous reporting year. The deferred taxes of T€ 21,028, which were recognised in equity in the reporting year, mainly refer to deferred tax liabilities in relation to company acquisitions of SVS Vision Inc. at T€ 16,151 and Eyevious Style Inc. at T€ 3,113 (also see III. Key accounting and valuation principles).

The deferred tax assets on losses brought forward increased by T€ 654 in the reporting period based on corresponding net annual results or earnings forecasts (previous year: increase of T€ 5,970). Of the deferred tax assets on losses brought forward, a total of T€ 5,708 is attributable to companies that are currently making losses (previous year: T€ 12,077). The figure was reported based on positive earnings forecasts and in consideration of taxable temporary differences available for offsetting. Positive earnings forecasts are the result of the individually underlying tax planning and are also supported by these units' positive impairment tests.

No deferred tax assets were stated for loss carry-forwards in the amount of T€ 104,832 because utilisation is not expected (previous year: T€ 81,537). This figure includes loss carry-forwards of T€ 2,332 (previous year: T€ 0), which are expected to lapse because of the passage of time.

Deferred taxes on temporary differences from company balance sheets, contribution processes in the Group and elimination of intra-Group profits are also included. Realisation of deferred tax assets during the coming twelve months is likely to amount to T€ 14,542 (previous year: T€ 9,888), while realisation of deferred tax liabilities will probably amount to T€ 6,478 (previous year: T€ 4,491).

Deferred taxes break down as follows:

31.12.2023 31.12.2022
Deferred taxes € 000s
Asset
€ 000s
Liability
€ 000s
Asset
€ 000s
Liability
a) on deductible differences
– from individual financial statements 7,426 1,971 4,993 3,563
– from Handelsbilanz II (singleentity
financial statements restated for uni
form group account policies)
151,310 148,122 142,952 138,974
– from consolidation 2,593 53,886 1,968 36,891
b) on loss carry-forwards 13,094 12,440
174,423 203,979 162,353 179,428
Reconciliation to balance sheet
value
Netting effect in accordance with
IAS 12.71 ff
–149,196 –149,196 –141,731 –141,731
Deferred tax assets and liabilities
according to the balance sheet
25,227 54,783 20,622 37,697

The deferred taxes are attributable to the following items:

31.12.2023 31.12.2022
€ 000s
Asset
€ 000s
Liability
€ 000s
Asset
€ 000s
Liability
Intangible assets 1,387 61,119 1,905 45,446
Tangible assets 3,167 208 4,036 133
Financial assets 496 665 167 170
Rights of use and liabilities from leases 135,439 133,257 128,179 125,896
Inventories 12,915 3,832 10,712 2,532
Non-financial assets 2,218 2,086
Provisions 7,133 1,768 4,616 1,831
Outside Basis Differences 284 666
Loss carry-forwards 13,094 12,440
Special reserves 628 668
Other 792 298
174,423 203,979 162,353 179,428
Reconciliation to balance sheet value
Netting effect in accordance with
IAS 12.71 ff.
–149,196 –149,196 –141,731 –141,731
Deferred tax assets and liabilities
according to the balance sheet
25,227 54,783 20,622 37,697

The tax reconciliation is as follows:

Tax reconciliation pursuant to IAS 12 2023
€ 000s
2022
€ 000s
Earnings before taxes on income 193,716 160,372
Applicable tax rate 30,7% 30,7%
Expected tax expenditure 59,471 49,234
Impact of differences in foreign tax rates –4,356 –3,296
Impact of changes in foreign tax rates
Impact of deviations in the tax base
Third party share of profit exempt from corporation tax –566 –623
Taxes on non-deductible expenditure 1,064 772
Other tax-free earnings –120 –122
Trade tax-free allowances and other tax adjustments 1,145 1,084
unstated and unused tax losses brought forward for the
current period
5,350 3,922
Tax effect from goodwill impairment –88 377
Change in permanent differences 1,410 –418
Non-periodic effects –432 –490
Other 198 197
Total Group tax expenditure 63,076 50,637

The parameters for calculating the expected tax rate of 30.7% in 2023 are an average trade tax (14.9% from an average collection rate of 425%) and corporation tax including the solidarity surcharge (15.8%). The parameters are unchanged compared with 2022.

IAS 12 stipulates that deferred taxes must be calculated on the difference between the pro rata net assets of a subsidiary recorded in the consolidated balance sheet and the investment book value of this subsidiary in the parent company's tax balance sheet (outside basis differences) if realisation is expected within twelve months. Given an assessment base of 5% (Section 8b of the German Corporation Tax Act (KStG)), there is a deferred tax liability of T€ 284 (previous year: T€ 665) on planned distributions of T€ 18,498 from subsidiaries (previous year: T€ 43,368).

Furthermore, there are additional outside basis differences of T€ 7,378 on the balance sheet date (previous year: T€ 6,869). Realisation is not expected in the foreseeable future, meaning that recognition of a deferred tax liability in accordance with IAS 12.39 is not applicable.

(41) Statement of the overall result Deferred tax income of T€ 172 relating to other comprehensive income was mainly attributable to actuarial profits and losses from the measurement of pension provisions in accordance with IAS 19 (previous year: deferred tax expenditure of T€ 562).

(42) Movement in Group equity Own shares amounting to T€ 283 were deducted from equity (previous year: T€ 56). Out of the generated Group equity, Fielmann Group AG's distributable retained earnings of T€ 586,229 (previous year: T€ 555,865) and distributable profit of T€ 84,000 (previous year: T€ 63,000) are available for distribution to shareholders.

The distributions during the financial year of T€ 62,986 (excluding the dividend for own shares; previous year: T€ 125,979) were based on a dividend of € 1.00 (previous year: € 0.75).

Changes to consolidated equity from other comprehensive income were due to the foreign currency translation adjustment item and actuarial profits and losses especially from the measurement of pension provisions pursuant to IAS 19. The valuation results in a total deferred tax income amounting to T€ 599 (previous year: T€ 426).

In accordance with IAS 32, the minority interests in the equity capital are stated as liabilities if relating to minority interests in partnerships. Minority interests in the net income for the year and corresponding distributions are effectively the preserve of the share-holders. For this reason, they are disclosed in the profit and loss statement as well as in the movement in equity capital (see Notes (19), (25) and (28)).

(43) Cash flow statement for the Fielmann Group Cash and cash equivalents amounting to € 58,926 million entirely comprise liquid funds (previous year: T€ 51,249).

As in the previous year, there are no significant limitations on the disposal of liquid funds in the reporting year.

The composition of financial assets is as follows:

31.12.2023 31.12.2022 Change
€ 000s € 000s € 000s
Liquid funds 58,926 51,249 7,677
Cash and cash equivalents 58,926 51,249 7,677
Non-current financial assets 8,066 9,032 –966
Other non-current financial assets 5,683 16,588 –10,905
Financial assets with a specific maturity of more
than 3 months
22,908 98,618 –75,710
Financial assets 95,583 175,487 –79,904

For more detailed explanations regarding the individual items of the financial assets, please refer to Note (28).

A correction to the cash flow statement was made for the previous year in line with IAS 8. Current financial liabilities of T€ 24,525 million for the financial year 2022 were reported in the item "Increase/decrease in trade payables and other liabilities not attributable to investment or financial operations" in the 2022 annual report and have been reclassified under "Borrowing of current financial liabilities" for this year's report.

In addition, the paid interest was reported in "Cash flow from operating activities" in the previous year, yet has been reclassified under "Cash flow from financing activities" this year. The previous year's reclassification amounts to T€1,415. The interest portion paid on liabilities from leases was reclassified from the item "Repayment portion of liabilities from leases" to "Interest paid". The previous year's reclassification amounts to T€ 6,486.

The changes in liabilities from financing activities are as follows:

Non-cash changes
Balance
sheet as
at 1.1.2023
Net pay
ments/
Receipts in
the period
IFRS 16
Leasing
agree
ments
Fair value
changes
Reclassificati
on within
financial
liabilities
Currency
transla
tion
effects
Other Balance
sheet as at
31.12.2023
€ 000s € 000s € 000s € 000s € 000s € 000s € 000s € 000s
Non-current
financial liabi
lities
61,012 71 –3,118 –51,735 725 6,955
Current financial
liabilities
24,612 46,9971 –2,447 56,232 785 126,180
Liabilities from
leases
480,451 –107,0132 146,311 –513 519,236
Total 566,075 –59,945 146,311 –5,565 4,497 –513 1,511 652,371

1 Includes interest payments to financial institutions of T€ 528. 2Includes interest payments from leases of T€ 13,103.

Non-cash changes
Balance
sheet as
at 1.1.2022
Net pay
ments/
Receipts in
the period
IFRS 16
Leasing
agree
ments
Fair value
changes
Reclassificati
on within
financial
liabilities
Currency
transla
tion
effects
Other Balance
sheet as at
31.12.2022
€ 000s € 000s € 000s € 000s € 000s € 000s € 000s € 000s
Non-current
financial liabi
lities
62,741 –185 –5,597 4,053 61,012
Current financial
liabilities
135 24,5251 –48 24,612
Liabilities from
leases
457,351 –97,3812 120,969 –488 480,451
Total 520,227 –73,041 120,969 –5,597 0 –488 4,005 566,075

1 Includes interest payments to financial institutions of T€ 276.

2Includes interest payments from leases of T€ 6,486.

(44) Segment Reporting In accordance with the regional structure of the internal reporting system, Segment Reporting distinguishes between the geographic regions in which the Group offers and delivers products and services. The accounting and valuation policies of the segment information correspond to the Group accounting and valuation policies explained in "Key accounting and valuation principles" in Section III. In addition to the separately disclosed segments of Germany, Switzerland, Austria, Spain and North America, the regions of Belarus, Belgium, China, France, Italy, Luxembourg, the Netherlands, Poland, Slovenia, the Czech Republic and Ukraine are combined in the segment "Other". The Group's products and services do not significantly differ between the segments.

Segment revenues from transactions with other segments are not valued separately since these are commercial transactions on market terms and conditions.

Income amounting to T€ 5,537 corresponding to the number of active insurance policies under the Zero-Cost Insurance policy was allocated to the segment Austria (previous year: T€ 5,513). For the purposes of commercial law, these are allocated to the segment Germany.

In the reporting year, write-downs resulting from the impairment testing of individual CGUs were made. Write-downs break down as follows:

31.12.2023
€ 000s
31.12.2022
€ 000s
Intangible assets 10 1,929
Tangible assets 7,783 2,748
Right-of-use assets 2,470 4,077
10,263 8,754

The impairment costs are reported under "Other write-downs" and under "Depreciation of right-of-use assets", and the segment breakdown by geographical location of the stores is as follows:

31.12.2023
€ 000s
31.12.2022
€ 000s
Germany 263
Switzerland 1,993 685
Austria 3,128
Other 8,007 4,941
10,263 8,754

In the reporting year, past write-downs were written up again due to sustained higher cash flows. The reversals break down as follows:

31.12.2023
€ 000s
31.12.2022
€ 000s
Intangible assets 2,352 97
Tangible assets 2,481 485
Right-of-use assets 2,955 1,157
7,788 1,739

The reversals are reported under "Other operating income", and the segment breakdown by geographical location of the stores is as follows:

31.12.2023
€ 000s
31.12.2022
€ 000s
Germany 792
Switzerland 685 691
Austria 781
Other 5,530 1,048
7,788 1,739

The pre-tax results in the segments are adjusted for earnings from investments which are of minor significance for the Group.

The allocation of long-term segment assets to geographic regions is based on the country in which the respective Group company is located and equates to the balance sheet total of non-current assets less financial instruments and deferred tax assets.

Due to the complex internal relationships resulting from Fielmann Group AG's wholesale function and the cash pooling system, segment assets are shown with their share in the consolidated enterprise value. Thus no reconciliation amount arises. Interest expenses and income are assigned to the segments, but not the related liabilities.

In view of the fact that the operating segments correspond to the Group structure under company law and the use of income figures in accordance with IFRS, the reconciliation amounts only reflect intra-Group netting.

Consolidated sales were not divided into product groups because optical products represent an almost unchanged 90% of sales.

V. Information on related parties and information on total emoluments and advance payments

Mr Marc Fielmann, CEO of Fielmann Group AG, is considered to be a related party as a member of the management holding key positions in the company or its parent company. Mr Günther Fielmann held, either indirectly or directly, or controlled the majority of the shares in Fielmann Group AG via Fielmann Familienstiftung as at 31 December 2023 and is therefore classified as another related party. In 2019, Mr Marc Fielmann was appointed to the management of INTEROPTIK-Verwaltungs-GmbH and to the Management Board of KORVA SE. In accordance with IAS 24, Korva SE is classified as the parent company, while INTEROPTIK-Verwaltungs-GmbH has been assigned as the indirect parent company of the other related companies.

In addition to remuneration for their activities as member of the Management Board and payment of dividends from the shares directly or indirectly held, no further payments were made to Mr Günther Fielmann and Mr Marc Fielmann apart from those listed below.

In addition, Mr Günther Fielmann and Mr Marc Fielmann have a direct or indirect interest in or exercise control over the following companies, which from the viewpoint of Fielmann Group AG can be classified as associated parties:

  • KORVA SE (subsidiary of Fielmann Familienstiftung and fielmann INTER-OPTIK GmbH & Co.)
  • fielmann INTER-OPTIK GmbH & Co.
  • MPA Pharma GmbH
  • Hof Lütjensee-Hofladen GmbH & Co. oHG
  • Various property management companies
  • Other

During the financial year 2023 and the previous year, Fielmann Group AG and its Group companies purchased and provided both goods and services as well as renting and leasing out premises. Premises used by Group companies essentially encompass 23 stores (previous year: 24 stores). The corresponding purchase and rental agreements were concluded on customary market terms. All transactions were settled within the usual time limits for payment (normally 30 days).

The transactions listed below are mainly attributable to the exchange of goods and services with Fielmann Group AG.

2023 2022
in € 000s Goods and
services
provided
Goods and
services
received
Goods and
services
provided
Goods and
services
received
Parent company 0 0 0 0
Associated companies 526 3,231 704 3,225
Members of the man
agement in key positions
of the company or its
parent company
5 0 9 0
other related persons
and companies
290 18 280 18
2023 2022
in € 000s Trade
receivables
from
Trade
payables to
Trade
receivables
from
Trade
payables to
Parent company 0 0 0 0
Associated companies 79 8 295 27
Members of the man
agement in key positions
of the company or its
parent company
0 0 11 0

The Supervisory Board and Management Board continue to be considered as other related parties.

The remuneration granted to the Management Board members for their activities in the financial year consists of fixed and variable remuneration components. The fixed remuneration components include fixed remuneration plus normal additional benefits (private use of company car, premium for a Group accident insurance policy). The variable remuneration is divided into the one-year STI based on the short-term success of the Fielmann Group and the three-year LTI based on the Group's long-term success. The STI and LTI contain financial and non-financial performance criteria based on strategic objectives as well as operative ones. Calculating the STI and LTI is based on giving each member of the Management Board a fixed individual percentage of the Group's adjusted net income for the respective financial year, which is evaluated and possibly adapted via the correction factor for customer satisfaction. The Group's adjusted net income for the year is weighted at 70% for the STI and 30% for the LTI.

A sum of T€ 3,919 (previous year: T€ 3,321) was set aside for the remuneration of the Management Board.

The remuneration of Supervisory Board members consists solely of fixed remuneration components and contains, besides the reimbursement of expenses, a basic remuneration, a remuneration for committee activities and committee meeting allowances.

Key management personnel compensation (IAS 24)

Management Board members 2023
€ 000s
2022
€ 000s
Short-term payments 5,546 4,880
of which Fixed remuneration 2,835 2,646
Additional benefits 73 65
STI 2,638 2,169
Payments after termination of employment
relationship
0 0
Other long-term payments due 1,329 1,041
of which LTI for the reporting year 1,130 929
Disclosed provisions from previous years 199 112
Payments due to termination of employment
relationship
0 0
Share-based remuneration 0 0
Total 6,875 5,921
Supervisory Board members 2023
€ 000s
2022
€ 000s
Short-term payments 878 870
of which Basic remuneration 740 740
Remuneration for committee activities 88 88
Committee meeting allowances 45 37
Reimbursement of expenses 5 5
Payments after termination of employment
relationship
0 0
Other long-term payments due 0 0
Payments due to termination of employment
relationship
0 0
Share-based remuneration 0 0

Total remuneration and advance payments granted in the financial year (Section 314, Para. 1, No. 6 of the HGB)

2023
€ 000s
2022
€ 000s
Management Board members in the financial year
(Section 314, Para. 1, No. 6(a) of the HGB)
6,720 4,880
Supervisory Board members in the financial year
(Section 314, Para. 1, No. 6(a) of the HGB)
878 870
Former Management Board members (Section 314,
Para. 1, No. 6(b) of the HGB)
244 226
Provisions for ongoing pensions and accrued pension rights
for former Management Board members (Section 314,
Para. 1, 6(b), sentence 3 of the HGB)
5,541 5,640
Advance payments granted (advance LTI payments
received) (Section 314, Para. 1, No. 6(c) of the HGB)
786 1,062

VI. Other information

Staff as at balance sheet date Average staff number for year
2023 2022 2023 2022
Employees (excluding apprentices) 19,354 18,524 19,011 18,072
of whom
– Employees in Germany 13,387 13,415 13,380 13,298
– Employees in Switzerland 1,189 1,245 1,208 1,229
– Employees in Austria 654 632 655 638
– Employees in Spain 1,658 1,518 1,640 1,247
– Employees in North America 653 334
– Other employees 1,813 1,714 1,794 1,660
Apprentices 4,058 4,107 3,963 4,064
Total employees 23,412 22,631 22,974 22,136
Employees calculated as full-time equivalent 17,317 16,681 17,001 16,235

Auditor's fees The fees charged for the auditing services of PwC GmbH WPG for the financial year 2023 amount to T€ 1,050. The fees were mainly for auditing the Annual and Consolidated Accounts as well as the parent company's and Group's management report, and also for the key points of the audit that are statutory or agreed upon with the Supervisory Board. The PwC network's partner companies account for a further T€ 364 for auditing services provided in relation to the audit of the consolidated accounts and for auditing local accounts, plus T€ 41 in tax consulting activities. No assurance services or other services were provided in the financial year.

German Corporate Governance Code The declaration of compliance required under Section 161 of the German Stock Corporation Act (AktG) was issued by the Management and Supervisory Boards and is permanently made available. It can be accessed online at www.fielmann-group.com.

Information on the executive bodies of the Company Management Board

Marc Fielmann Chief Executive Officer, Strategy, IT1 Hamburg
Category Management & Purchasing
Steffen Baetjer Finance4, Controlling3, Legal4, Compliance4 Hamburg
Katja Gross HR & Organisation, Digital & IT2, Production & Logistics4 Hamburg
Dr. Bastian Koerber Sales, Marketing, Controlling5, Expansion, Real Estate3 Hamburg
Georg Alexander Zeiss6, 7 Finance, Real Estate5, Legal/Compliance, Production & Logistics Ahrensburg
Supervisory Board
Shareholder representatives:
Prof. Dr. Mark K. Binz
(Chairman of the
Supervisory Board)
Lawyer, Binz & Partner Stuttgart 8, 9, 10, 11
Hans-Georg Frey Company Consultant Hanstedt8, 11
Carolina Mueller-Moehl President of the Administrative Board, Mueller-Moehl Group Zurich, (CH)9
Hans Joachim Oltersdorf6 Chief Representative MPA Pharma GmbH Rellingen8, 10, 11
Marie-Christine Ostermann Managing Director of Rullko Großeinkauf GmbH & Co. KG Hamm
Pier Paolo Righi CEO & President, Karl Lagerfeld International B.V. Amsterdam, (NL)11
Sarna Marie Elisabeth Roeser Member of the Management Board of FAIR VC GmbH Mundelsheim
Hans-Otto Schrader Chairman of the Supervisory Board, Otto AG für Beteiligungen Hamburg6
Employee representatives
Ralf Greve
(Deputy Chairman of the
Supervisory Board)
HR Development Officer, Fielmann Group AG Hamburg8, 9, 10
Heiko Diekhoener Regional Manager, Fielmann Group AG Hamburg

Sieglinde Friess Deputy Regional Manager & Tariff Coordinator, ver.di Hamburg Jana Furcht Master Optician at Fielmann AG & Co. OHG Munich 8 Nathalie Hintz Regional Manager, Fielmann Group AG Hamburg8 Frank Schmiedecke Master Optician, Fielmann AG & Co. Rathaus OHG Hamburg Frank Schreckenberg Trade union secretary, ver.di Berlin Mathias Thuernau Head of Sales Support, Fielmann Group AG Hamburg9

1 Until 31.3.2024

2

4

5

7 Since 6.3.2024 Supervisory Board and member of the Audit Committee and HR Committee

Since 1.4.2024 8 Member of the HR Committee, Chairman: Prof. Dr. Mark K. Binz

3 Since 15.8.2023

9 Member of the Mediation Committee, Chairman: Prof. Dr. Mark K. Binz

Since 1.1.2024 10 Member of the Audit Committee, Chairman: Hans Joachim Oltersdorf6

Until 14.8.2023 11 Member of the Nomination Committee

6 Until 31.12.2023

These members of the Management Board also sit on the following supervisory bodies

Georg Alexander Zeiss5

Deputy Chairman of the advisory committee of Hettich Holding GmbH & Co. oHG Kirchlengern4

These members of the Supervisory Board also sit on the following supervisory bodies

Hans-Georg Frey

Chairman of the Supervisory Board of Gottfried Schultz Automobilhandels SE, Ratingen3 Chairman of the Advisory Board of Blanc & Fischer Familienholding GmbH, Oberderdingen4

Président du Conseil der Rail Capital Europe Investment Société par action simplifiée, St. Ouen sur Seine, Frankreich4

Member of the Advisory council of HOYER GmbH, Hamburg4

Pier Paolo Righi

Member of the Advisory Board of Tengelmann Verwaltungs- und Beteiligungs GmbH4

Hans-Otto Schrader

Chairman of Otto AG für Beteiligungen, Hamburg3

Member of the Board of Partners of Otto GmbH & Co KG, Hamburg4

Member of the Supervisory Board of the management company Otto mbH, Hamburg4

Member of the Supervisory Board of GSV Aktiengesellschaft für Beteiligungen, Hamburg3

Member of the Advisory Board of Adolf Wuerth GmbH & Co. KG, Künzelsau4

Member of the Executive Committee of Pfeifer & Langen Industrie-und Handels-KG, Cologne4

Sieglinde Friess

7

8

9

Since 6.3.2024 Supervisory Board and member of the Audit Committee and HR Committee

Member of the HR Committee, Chairman: Prof. Dr. Mark K. Binz

11 Member of the Nomination Committee

Member of the Mediation Committee, Chairman: Prof. Dr. Mark K. Binz 10 Member of the Audit Committee, Chairman: Hans Joachim Oltersdorf6 Member of the Supervisory Board of BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg3

Frank Schreckenberg

Member of the Advisory Board of Smurfit kappa Deutschland GmbH, Hamburg4

4Member of comparable domestic or international Supervisory Body of a business enterprise

3 Member of statutorily required Supervisory Board

5 Management Board until 31.12.2023

Fielmann Group AG, Hamburg Statement of holdings and scope of consolidation as at 31 December 2023

as well as an overview of companies which make use of the exemption under Section 264 (3) and Section 264b of the HGB (German Commercial Code)

Management, holding and service companies Group share of the capital in per cent

Name Location1 Share Name Location1 Share
2518082 Alberta Inc.7 Calgary, Canada 100 Optik Hess GmbH Cologne -Dellbrück 100
Eyevious Style Incorporated8 Calgary, Canada 100 Okulistika Clarus d.o.o. Ljubljana,
Slovenia
70
SVS Vision Holding II Company9
Baur Optik Geschäftsführungs-AG
Delaware, USA
Donauwörth
100
100
Fielmann Ltd. London,
Großbritannien
100
Fielmann USA Inc.
(formerly RIVALTO 1280 INC.)
Dover, USA 100 Single Vision Solution, Inc.9 Mount Clemens,
USA
100
BRO Beteiligungs GmbH11 Hamburg 100 SVS Real Estate, LLC.9 Mount Clemens,
CM Stadtentwicklung GmbH & Co. KG Hamburg 51 USA 100
CM Stadtentwicklung Verwaltungs GmbH Hamburg 51 SVS Vision Holding Company9 Mount Clemens,
Fielmann Augenoptik GmbH & Co.
Luxemburg KG
Hamburg 62,76 Ocumeda GmbH6 USA
Munich
100
90
Fielmann Augenoptik GmbH Hamburg 100 Fielmann Holding B.V. Oldenzaal,
Exklusiv Optiker GmbH Hamburg 100 Niederlande 100
Fielmann Finanzservice GmbH Hamburg 100 FIELMANN S.A.S. (bis 24.10.2023)12 Paris, Frankreich 100
Fielmann Ventures GmbH Hamburg 100 Fielmann Akademie Schloss Plön,
Fielmann Verwaltungs- und Beteiligungs
GmbH
Hamburg 100 gemeinnützige Bildungsstätte der
Augenoptik GmbH2
Plön 100
HID Hamburger Immobiliendienste GmbH Hamburg 100 Fielmann Schloss Plön Hotel- und
Catering GmbH
Plön 100
Oaktree Technologies GmbH Hamburg 100 Fielmann Ecom Services GmbH Rathenow 100
opt-invest GmbH & Co. OHG2,3 Hamburg 100 Fielmann Group Manufacturing &
opt-Invest Verwaltungs- und Beteiligungs Logistics GmbH Rathenow 100
GmbH Hamburg 100 Löchte-Optik GmbH Rheine 100
Optik Klüttermann Verwaltungs GmbH Hamburg 100 Ocumeda AG6 Riedt b. Erlen,
ROKKU Designstudio GmbH Hamburg 100 Switzerland 90
RA-Optika Kiev, Ukraine 100

Production and trading companies Group share of the capital in per cent

Name Location1 Share Name Location1 Share
Elaboria, S.L. Bilbao, Spain 100 e-com optics GmbH Hamburg 100
Medop, S.A. Bilbao, Spain 100 Fielmann AG & Co. Service KG Rathenow 100
Fielmann Chomutov s.r.o. Chomutov,
Czech Republic
100 fielmann Modebrillen Rathenow AG
& Co. KG
Rathenow 100
TiLan Optical Co., Ltd. Danyang, Jiangsu, Rathenower Optik GmbH3 Rathenow 100
China 60 Eye Style of America Ltd.8 Wilmington, USA 100
Name Location1 Share Name Location1 Share
Fielmann AG & Co. am Kugelbrunnen KG Aachen 100 Fielmann AG & Co. OHG Achim 100
Fielmann AG & Co. OHG Aalen 100 Fielmann Augenoptik AG & Co. OHG Ahaus 100
Fielmann AG & Co. OHG Achern 100 Fielmann AG & Co. OHG Ahlen 100

The share of the capital refers to direct and indirect holdings of Fielmann Aktiengesellschaft. The domestic subsidiaries listed in the table below have fulfilled the conditions to make use of the exemption under Section 264 (3) for corporations and 264b for partnerships of the German Commercial Code (HGB) and therefore do not disclose their annual accounts, including the management report.

Name Location1 Share Name Location1 Share
Fielmann AG & Co. OHG Ahrensburg 100 Fielmann AG & Co. OHG Bad Oldesloe 100
Fielmann AG & Co. OHG Albstadt-Ebingen 100 Fielmann AG & Co. OHG Bad Reichenhall 100
Fielmann AG & Co. OHG Alsfeld 100 Fielmann AG & Co. KG Bad Säckingen 100
Fielmann AG & Co. OHG Altenburg 100 Fielmann AG & Co. OHG Bad Salzuflen 100
Fielmann AG & Co. OHG Alzey 100 Fielmann AG & Co. OHG Bad Saulgau 100
Fielmann AG & Co. OHG (formerly Fielmann AG & Co. OHG Bad Segeberg 100
Fielmann Augenoptik AG & Co. oHG) Amberg 100 Fielmann AG & Co. OHG Bad Tölz 100
Fielmann AG & Co. oHG Andernach 100 Fielmann AG & Co. OHG Baden-Baden 100
Fielmann AG & Co. OHG Annaberg-Buchholz 100 Ibervisión Servicios Ópticos, S.L. Bilbao, Spain 100
Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG)
Ansbach 100 Fielmann AG & Co. KG Balingen 100
Fielmann AG & Co. OHG Arnsberg 100 Fielmann AG & Co. OHG Bamberg 100
Fielmann AG & Co. OHG Arnstadt 100 Óptica del Penedés, S.L. Barcelona, Spain 80
Fielmann AG & Co. City Galerie OHG Aschaffenburg 100 Fielmann AG & Co. OHG Barsinghausen 100
Fielmann AG & Co. oHG Aschaffenburg 100 Fielmann AG Basel, Switzerland 100
Fielmann AG & Co. oHG Aschersleben 100 Pro-optik AG Basel, Switzerland 100
Fielmann AG & Co. KG Aue 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG)
Bautzen 100
Fielmann AG & Co. OHG Auerbach/Vogt
land
100 Fielmann AG & Co. OHG Bayreuth 100
Fielmann AG & Co. im Centrum OHG Augsburg 100 Fielmann AG & Co. OHG Beckum 100
Fielmann AG & Co. oHG City-Galerie Augsburg 100 Fielmann AG & Co. OHG Bensheim 100
Fielmann AG & Co. KG Aurich 100 Fielmann AG & Co. oHG Bergheim 100
Fielmann AG & Co. OHG Backnang 100 Fielmann AG & Co. oHG Bergisch Gladbach 100
Fielmann AG & Co. OHG Bad Dürkheim 100 Fielmann AG & Co. Berlin-Hellersdorf KG
Fielmann AG & Co. oHG Bad Hersfeld 100 (formerly Fielmann AG & Co. Berlin
Hellersdorf OHG)
Berlin 100
Fielmann AG & Co. KG (formerly Fielmann AG & Co. Berlin-Zehlendorf KG
Fielmann AG & Co. oHG) Bad Homburg 100 (formerly Fielmann AG & Co. Berlin
Zehlendorf OHG)
Berlin 100
Fielmann AG & Co. OHG Bad Kissingen 100
Fielmann AG & Co. oHG Bad Kreuznach 100 Fielmann AG & Co. Friedrichshagen OHG Berlin 100
Fielmann AG & Co. OHG Bad Mergentheim 100 Fielmann AG & Co. Friedrichshain OHG Berlin 100
Fielmann AG & Co. oHG Bad Neuenahr
Ahrweiler
100 Fielmann AG & Co. Gesundbrunnen
Center KG
Berlin 100
Fielmann AG & Co. OHG Bad Neustadt/ Fielmann AG & Co. Gropius Passagen
OHG
Berlin 100
Saale 100 Fielmann AG & Co. im Alexa KG Berlin 100
Fielmann AG & Co. oHG Bad Oeynhausen 100 Fielmann AG & Co. Schöneberg KG Berlin 100
Name Location1 Share Name Location1 Share
Fielmann AG & Co. Kreuzberg KG Berlin 100 fielmann-optic Fielmann GmbH & Co. KG Bonn 50,98
Fielmann AG & Co. Linden-Center OHG Berlin 100 Fielmann Augenoptik AG & Co. OHG Borken 100
Fielmann AG & Co. Märkisches Zentrum KG Berlin 100 Fielmann AG & Co. OHG Bottrop 100
Fielmann AG & Co. Marzahn OHG Berlin 100 Fielmann Augenoptik AG & Co. KG Brake 75
Fielmann AG & Co. Moabit KG Berlin 100 Fielmann AG & Co. OHG Bramsche 100
Fielmann AG & Co. Neukölln KG Berlin 100 Fielmann AG & Co. OHG Brandenburg 100
Fielmann AG & Co. oHG Tegel Berlin 100 Fielmann AG & Co. Schloss-Arkaden OHG Braunschweig 100
Fielmann AG & Co. Pankow OHG Berlin 100 Fielmann AG & Co. OHG Braunschweig 100
Fielmann AG & Co. Prenzlauer Berg OHG Berlin 100 Fielmann AG & Co. Obernstraße OHG Bremen 100
Fielmann AG & Co. Schöneweide OHG Berlin 100 Fielmann AG & Co. oHG Bremen-Neustadt Bremen 100
Fielmann AG & Co. Spandau OHG Berlin 100 Fielmann AG & Co. Roland-Center KG Bremen 100
Fielmann AG & Co. Steglitz OHG Berlin 100 Fielmann AG & Co. Vegesack OHG Bremen 100
Fielmann AG & Co. Tempelhof OHG Berlin 100 Fielmann AG & Co. Weserpark OHG Bremen 100
Fielmann AG & Co. Treptow OHG Berlin 100 Fielmann Augenoptik AG & Co. OHG Bremerhaven 100
Fielmann AG & Co. Weißensee OHG Berlin 100 Fielmann AG & Co. KG Bremervörde 100
Fielmann AG & Co. Westend OHG Berlin 100 Fielmann AG & Co. OHG Bretten 100
Fielmann AG & Co. Wilmersdorf KG Berlin 100 Fielmann AG & Co. OHG Bruchsal 100
Fielmann AG & Co. OHG Bernau 100 Fielmann AG & Co. oHG Brühl 100
Fielmann AG & Co. OHG Bernburg 100 Fielmann AG & Co. OHG Brunsbüttel 100
Fielmann AG & Co. OHG Biberach an der Riß 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. Jahnplatz OHG Bielefeld 100 Fielmann AG & Co. oHG) Buchholz 100
Fielmann AG & Co. OHG Bielefeld 100 Fielmann AG & Co. OHG Bünde 100
Fielmann AG & Co. Brackwede KG Bielefeld 100 Fielmann AG & Co. OHG Burg 100
Fielmann AG & Co. oHG Bietigheim Fielmann AG & Co. OHG Burgdorf 100
Bissingen 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG)
Buxtehude 100
Fielmann AG & Co. OHG Bingen am Rhein 100 Fielmann AG & Co. OHG Calw 100
Fielmann Augenoptik AG & Co. OHG Bitburg 100 Fielmann AG & Co. oHG Castrop-Rauxel 100
Fielmann AG & Co. OHG Bitterfeld 100 Fielmann AG & Co. OHG Celle 100
Fielmann AG & Co. oHG Böblingen 100 Fielmann AG & Co. OHG Cham 100
Fielmann AG & Co. OHG Bocholt 100 Fielmann AG & Co. Chemnitz Center KG Chemnitz 100
Fielmann AG & Co. OHG Bochum 100 Fielmann AG & Co. OHG Chemnitz 100
Fielmann AG & Co. Wattenscheid KG Bochum 100 Fielmann AG & Co. Vita-Center KG Chemnitz 100
Fielmann Srl Bolzano, Italien 100 Fielmann AG & Co. oHG Cloppenburg 100
Fielmann AG & Co. Bonn-Bad Godesberg
OHG
Bonn 100 Fielmann AG & Co. OHG Coburg 100
Fielmann AG & Co. oHG Bonn 100 Fielmann AG & Co. OHG Coesfeld 100

Name Location1 Share Name Location1 Share
Fielmann AG & Co. oHG Cottbus 100 Fielmann AG & Co. Friedrichstraße OHG Düsseldorf 100
Fielmann AG & Co. OHG Crailsheim 100 Fielmann AG & Co. im Centrum KG Düsseldorf 100
Fielmann AG & Co. OHG Cuxhaven 100 Fielmann AG & Co. Oberkassel OHG Düsseldorf 100
Fielmann AG & Co. oHG Dachau 100 Fielmann AG & Co. Rethelstraße OHG Düsseldorf 100
Fielmann AG & Co. OHG Dallgow-Döberitz 100 Fielmann AG & Co. OHG Düsseldorf 100
Fielmann AG & Co. OHG Darmstadt 100 Fielmann AG & Co. OHG Eberswalde 100
Fielmann AG & Co. oHG Ludwigsplatz Darmstadt 100 Fielmann AG & Co. OHG Eckernförde 100
Fielmann AG & Co. OHG Datteln 100 Fielmann AG & Co. oHG Ehingen 100
Fielmann AG & Co. oHG Deggendorf 100 Fielmann AG & Co. OHG Eisenach 100
Fielmann AG & Co. OHG Delmenhorst 100 Fielmann AG & Co. OHG Eisenhüttenstadt 100
Fielmann AG & Co. OHG Dessau-Roßlau 100 Fielmann AG & Co. oHG Elmshorn 100
Fielmann AG & Co. oHG Kavalierstraße Dessau-Roßlau 100 Fielmann AG & Co. OHG Emden 100
Fielmann AG & Co. OHG Detmold 100 Fielmann AG & Co. OHG Emmendingen 100
Fielmann Augenoptik AG & Co. KG Diepholz 50 Fielmann AG & Co. OHG Emsdetten 100
Fielmann AG & Co. oHG Dillingen 100 Fielmann AG & Co. OHG Erding 100
Fielmann AG & Co. OHG Dingolfing 100 Fielmann AG & Co. OHG Erfurt 100
Fielmann AG & Co. OHG Dinslaken 100 Fielmann AG & Co. Thüringen-Park OHG Erfurt 100
Fielmann AG & Co. OHG Döbeln 100 Fielmann AG & Co. OHG Erkelenz 100
Audio Clarus d.o.o.5 Domžale,
Slovenia
70 Fielmann AG & Co. im Centrum OHG Erlangen 100
Baur Optik AG & Co. KG Donauwörth 100 Fielmann AG & Co. OHG Erlangen 100
Fielmann AG & Co. oHG Dormagen 100 Fielmann AG & Co. OHG Eschwege 100
Fielmann AG & Co. KG Dorsten 100 Fielmann AG & Co. OHG Eschweiler 100
Fielmann AG & Co. KG Dortmund 100 Fielmann AG & Co. Essen-Rüttenscheid
OHG
Essen 100
Fielmann AG & Co. Hörde KG4 Dortmund 100 Fielmann AG & Co. Zentrum KG Essen 100
Fielmann AG & Co. Dresden Altstadt KG Fielmann AG & Co. Essen-Steele OHG Essen 100
(formerly Fielmann AG & Co. Dresden
Altstadt OHG)
Dresden 100 Fielmann AG & Co. OHG Esslingen 100
Fielmann AG & Co. Dresden Neustadt Brillen-Bunzel GmbH Ettlingen 100
OHG Dresden 100 Fielmann AG & Co. oHG Ettlingen 100
Fielmann AG & Co. Kaufpark OHG Dresden 100 Fielmann AG & Co. oHG Euskirchen 100
Fielmann Group AG & Co. Blasewitz KG4 Dresden 100 Fielmann AG & Co. oHG Eutin 100
Fielmann AG & Co. Hamborn OHG Duisburg 100 Fielmann AG & Co. OHG Finsterwalde 100
Fielmann AG & Co. im Centrum OHG Duisburg 100 Fielmann AG & Co. OHG Flensburg 100
Fielmann AG & Co. OHG Dülmen 100 Fielmann AG & Co. OHG Forchheim 100
Fielmann AG & Co. OHG Düren 100 Fielmann AG & Co. KG Frankenberg 100
Fielmann AG & Co. Derendorf OHG Düsseldorf 100 Fielmann AG & Co. OHG Frankenthal 100
Name Location1 Share Name Location1 Share
Fielmann AG & Co. OHG Frankfurt (Oder) 100 Fielmann AG & Co. OHG Göppingen 100
Fielmann AG & Co. Bornheim KG Frankfurt am Main 100 Fielmann AG & Co. Centrum OHG Görlitz 100
Fielmann AG & Co. Hessen-Center OHG Frankfurt am Main 100 Fielmann AG & Co. OHG Goslar 100
Fielmann AG & Co. Höchst OHG Frankfurt am Main 100 Fielmann AG & Co. OHG Gotha 100
Fielmann AG & Co. Leipziger Straße OHG Frankfurt am Main 100 Fielmann AG & Co. OHG Göttingen 100
Fielmann AG & Co. Roßmarkt OHG Frankfurt am Main 100 Fielmann AG & Co. OHG Greifswald 100
Fielmann AG & Co. oHG Frechen 100 Fielmann AG & Co. OHG Greiz 100
Fielmann AG & Co. OHG Freiberg 100 Fielmann AG & Co. OHG Greven 100
Grewe - Haus der feinen Brillen GmbH & Fielmann AG & Co. OHG Grevenbroich 100
Co. OHG Freiburg 100 Fielmann AG & Co. OHG Grimma 100
Fielmann AG & Co. KG (formerly
Fielmann AG & Co. oHG)
Freiburg im
Breisgau
100 Fielmann AG & Co. OHG Gronau 100
Fielmann AG & Co. oHG Freising 100 Fielmann AG & Co. OHG Gummersbach 100
Fielmann AG & Co. OHG Freital 100 Fielmann AG & Co. oHG Günzburg 100
Fielmann AG & Co. OHG Freudenstadt 100 Fielmann AG & Co. Pferdemarkt OHG Güstrow 100
Fielmann AG & Co. OHG Friedberg (Hessen) 100 Fielmann AG & Co. OHG Gütersloh 100
Fielmann AG & Co. OHG Friedrichshafen 100 Fielmann AG & Co. OHG Hagen 100
Fielmann AG & Co. KG Friesoythe 100 Fielmann AG & Co. OHG Halberstadt 100
Fielmann AG & Co. OHG Fulda 100 Fielmann AG & Co. OHG Halle (Saale) 100
Fielmann AG & Co. OHG Fürstenfeldbruck 100 Fielmann AG & Co. Halle-Neustadt OHG Halle (Saale) 100
Fielmann AG & Co. OHG Fürstenwalde 100 Fielmann AG & Co. OHG Haltern am See 100
Fielmann AG & Co. KG Fürth 100 Fielmann AG & Co. Billstedt KG Hamburg 100
Fielmann AG & Co. OHG Garmisch Fielmann AG & Co. Bramfeld KG Hamburg 100
Partenkirchen 100 Fielmann AG & Co. Eimsbüttel OHG Hamburg 100
Fielmann AG & Co. OHG
Fielmann AG & Co. KG
Geesthacht
Geislingen an der
100 Fielmann AG & Co. EKZ Hamburger
Straße KG
Hamburg 100
Steige 100 Fielmann AG & Co. Eppendorf KG Hamburg 100
Fielmann AG & Co. OHG Geldern 100 Fielmann AG & Co. Harburg Sand OHG Hamburg 100
Fielmann AG & Co. OHG Gelnhausen 100 Fielmann AG & Co. im Alstertal-Einkaufs
Fielmann AG & Co. im Centrum KG Gelsenkirchen 100 zentrum OHG Hamburg 100
Fielmann AG & Co. Buer OHG Gelsenkirchen 100 Fielmann AG & Co. im Elbe-Einkaufszen
trum OHG
Hamburg 100
Fielmann AG & Co. KG Gera 100 Fielmann AG & Co. Bergedorf KG (former
Fielmann AG & Co. oHG Gießen 100 ly Fielmann AG & Co. Bergedorf OHG) Hamburg 100
Fielmann AG & Co. OHG Gifhorn 100 Fielmann AG & Co. Ochsenzoll OHG Hamburg 100
Fielmann AG & Co. OHG Gladbeck 100 Fielmann AG & Co. oHG Barmbek Hamburg 100
Fielmann AG & Co. OHG Glinde 100 Fielmann AG & Co. oHG Niendorf Hamburg 100
Fielmann AG & Co. KG Goch 100 Fielmann AG & Co. oHG Schnelsen Hamburg 100
Name Location1 Share Name Location1 Share
Fielmann AG & Co. Othmarschen OHG Hamburg 100 Fielmann AG & Co. oHG Hilden 100
Fielmann AG & Co. Ottensen OHG Hamburg 100 Fielmann AG & Co. OHG Hildesheim 100
Fielmann AG & Co. Rahlstedt OHG Hamburg 100 Fielmann AG & Co. OHG Hof 100
Fielmann AG & Co Rathaus OHG Hamburg 100 Fielmann AG & Co. OHG Homburg/Saar 100
Fielmann AG & Co. Volksdorf OHG Hamburg 100 Fielmann Augenoptik AG & Co. OHG Höxter 100
Fielmann AG & Co. Wandsbek OHG Hamburg 100 Fielmann AG & Co. OHG Hoyerswerda 100
Fielmann Augenoptik AG & Co. oHG Fielmann AG & Co. oHG Husum 100
Harburg-City Hamburg 100 Fielmann AG & Co. OHG Ibbenbüren 100
fielmann Farmsen Fielmann GmbH
& Co. KG
Hamburg 50 Fielmann AG & Co. oHG Idar-Oberstein 100
Optiker Carl GmbH Hamburg 100 Fielmann AG & Co. OHG Ilmenau 100
Fielmann AG & Co. OHG Hameln 100 Fielmann AG & Co. OHG Ingolstadt 100
Fielmann AG & Co. KG Hamm 100 Fielmann AG & Co. EKZ Westpark OHG Ingolstadt 100
Fielmann AG & Co. OHG Hanau 100 Fielmann AG & Co. oHG Iserlohn 100
Fielmann AG & Co. OHG Hann. Münden 100 Fielmann AG & Co. OHG Itzehoe 100
Fielmann AG & Co. Ernst-August Fielmann AG & Co. OHG Jena 100
Galerie KG Hanover 100 Fielmann AG & Co. OHG Jülich 100
Fielmann AG & Co. Lister Meile OHG Hanover 100 Fielmann AG & Co. OHG Kaiserslautern 100
Fielmann AG & Co. Nordstadt OHG Hanover 100 Fielmann AG & Co. OHG Kamen 100
Fielmann AG & Co. OHG Hanover 100 Fielmann AG & Co. OHG Kamp-Lintfort 100
Fielmann AG & Co. Schwarzer Bär OHG Hanover 100 Fielmann AG & Co. Westliche
Fielmann AG & Co. OHG Haßloch 100 Kaiserstraße KG Karlsruhe 100
Fielmann AG & Co. OHG Hattingen 100 Fielmann AG & Co. OHG Kassel 100
Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG)
Heide 100 Fielmann AG & Co. im DEZ OHG Kassel 100
Fielmann AG & Co. KG Heidelberg 100 Fielmann AG & Co. OHG Kaufbeuren 100
Fielmann AG & Co. OHG Heidenheim 100 Fielmann AG & Co. OHG Kempen 100
Fielmann AG & Co. oHG Heilbronn 100 Fielmann AG & Co. oHG Kempten 100
Frick Optic GmbH & Co. OHG Heilbronn 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG)
Kiel 100
Fielmann AG & Co. oHG Heinsberg 100 Fielmann AG & Co. oHG Wellingdorf Kiel 100
Fielmann AG & Co. oHG Helmstedt 100 Fielmann GmbH Kiev, Ukraine 100
Fielmann AG & Co. OHG Herborn 100 Fielmann AG & Co. oHG Kirchheim unter
Fielmann AG & Co. KG Herford 100 Teck 100
Fielmann AG & Co. OHG Herne 100 Fielmann Group AG & Co. KG4 Kitzingen 100
Fielmann AG & Co. oHG im Centrum Herne 100 Fielmann AG & Co. OHG Kleve 100
Fielmann AG & Co. OHG Herrenberg 100 Fielmann AG & Co. Forum Mittelrhein
OHG
Koblenz 100
Fielmann AG & Co. KG Herten 100 Fielmann AG & Co. OHG Koblenz 100
Name Location1 Share Name Location1 Share
Fielmann AG & Co. Barbarossaplatz OHG Cologne 100 Fielmann AG & Co. oHG Limburg 100
Fielmann AG & Co. Ebertplatz KG Cologne 100 Fielmann AG & Co. OHG Lingen 100
Fielmann AG & Co. Mülheim OHG Cologne 100 Fielmann AG & Co. OHG Lippstadt 100
Fielmann AG & Co. OHG Cologne 100 Planeta d.o.o. Ljubljana,
Fielmann AG & Co. oHG Kalk Cologne 100 Slovenia 70
Fielmann AG & Co. oHG Rhein-Center Cologne 100 Fielmann Augenoptik GmbH & Co. KG Lohne 61,54
Fielmann AG & Co. Schildergasse OHG Cologne 100 Fielmann AG & Co. OHG Lohr am Main 100
Fielmann AG & Co. Venloer Straße OHG Cologne 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. oHG)
Lörrach 100
Optik Simon GmbH Cologne 100 Fielmann AG & Co. OHG Lübbecke 100
Fielmann AG & Co. Chorweiler KG Cologne 100 Fielmann AG & Co. OHG Lübeck 100
Optik Hess GmbH & Co. KG Cologne -Dellbrück 100 Fielmann AG & Co. OHG Luckenwalde 100
Brillen Müller GmbH & Co. OHG Konstanz 100 Fielmann AG & Co. oHG Lüdenscheid 100
Fielmann AG & Co. OHG Konstanz 100 Fielmann AG & Co im Center OHG Ludwigsburg 100
Fielmann AG & Co. OHG Korbach 100 Fielmann AG & Co. oHG Ludwigsburg 100
Fielmann AG & Co. KG Köthen 100 Fielmann AG & Co. Rhein-Galerie OHG Ludwigshafen 100
Fielmann AG & Co. Neumarkt OHG Krefeld 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG Kulmbach 100 Fielmann AG & Co. oHG) Lüneburg 100
Fielmann Augenoptik AG & Co. OHG Laatzen 100 Fielmann AG & Co. OHG Lünen 100
Fielmann AG & Co. oHG Lahr 100 Fielmann AG & Co. oHG Lutherstadt
Eisleben
100
fielmann Fielmann GmbH Landau 100 Fielmann AG & Co. OHG Lutherstadt
Fielmann AG & Co. OHG Landsberg am Lech 100 Wittenberg 100
Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG)
Landshut 100 Fielmann GmbH Luxembourg,
Luxembourg
51
Fielmann AG & Co. KG (formerly Fielmann AG & Co. OHG Magdeburg 100
Fielmann AG & Co. OHG) Langenfeld 100 Fielmann AG & Co. Sudenburg OHG Magdeburg 100
Fielmann AG & Co. OHG Langenhagen 100 Fielmann AG & Co. OHG Mainz 100
Fielmann AG & Co. OHG Lauf an der Pegnitz 100 Born Brillen Optik GmbH & Co. OHG Mannheim 100
Fielmann AG & Co. oHG Leer 100 Fielmann AG & Co. OHG Mannheim 100
Fielmann AG & Co. am Markt KG (formerly
Fielmann AG & Co. am Markt OHG)
Leipzig 100 Optik Klüttermann GmbH & Co. OHG Mannheim 100
Fielmann AG & Co. oHG Allee Center Leipzig 100 Fielmann AG & Co. OHG Marburg 100
Fielmann AG & Co. Paunsdorf-Center Fielmann AG & Co. KG Marktredwitz 100
OHG Leipzig 100 Fielmann AG & Co. KG Marl 100
Fielmann AG & Co. OHG Lemgo 100 Fielmann Augenoptik AG & Co. OHG Mayen 100
Fielmann AG & Co. OHG Lengerich 100 Fielmann AG & Co. oHG Meiningen 100
Fielmann AG & Co. KG Leonberg 100 Fielmann AG & Co. OHG Meißen 100
Fielmann AG & Co. OHG Leverkusen 100 Fielmann AG & Co. OHG Melle 100
Name Location1 Share Name Location1 Share
Fielmann AG & Co. OHG Memmingen 100 Fielmann AG & Co. OHG Nagold 100
Fielmann AG & Co. OHG Menden 100 Fielmann AG & Co. OHG Naumburg 100
Fielmann AG & Co. OHG Meppen 100 Fielmann AG & Co. KG Neckarsulm 100
Fielmann AG & Co. oHG Merseburg 100 Fielmann AG & Co. OHG Neubrandenburg 100
Fielmann AG & Co. OHG Merzig 100 Fielmann AG & Co. oHG
Fielmann AG & Co. OHG Meschede 100 Marktplatz-Center Neubrandenburg 100
Fielmann AG & Co. oHG Minden 100 Fielmann AG & Co. OHG Neuburg an der
Donau
100
Ausl. unitäres Handels- und Prod.unter Fielmann AG & Co. oHG Neu-Isenburg 100
nehmen "Fielmann" (formerly IB Fielmann
GmbH)
Minsk, Belarus 100 Fielmann AG & Co. oHG Neumarkt i. d. OPf. 100
Fielmann AG & Co. OHG Moers 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG Mölln 100 Fielmann AG & Co. OHG) Neumünster 100
Fielmann AG & Co. oHG Hindenburgstra Fielmann AG & Co. OHG Neunkirchen 100
ße Mönchengladbach 100 Fielmann AG & Co. OHG Neuruppin 100
Fielmann AG & Co. Rheydt oHG Mönchengladbach 100 Fielmann AG & Co. OHG Neuss 100
Fielmann AG & Co. OHG Mosbach 100 Fielmann AG & Co. oHG Neustadt a.d.
Weinstraße
100
SVS Vision, Inc.9 Mount Clemens,
USA
100 Fielmann AG & Co. OHG Neustrelitz 100
Fielmann AG & Co. OHG Mühlacker 100 Fielmann AG & Co. Glacis-Galerie OHG Neu-Ulm 100
Fielmann AG & Co. OHG Mühldorf a. Inn 100 Fielmann AG & Co. oHG Neuwied 100
Fielmann AG & Co. OHG Mühlhausen 100 Fielmann AG & Co. OHG Nienburg 100
Fielmann AG & Co. OHG Mülheim an der Fielmann Augenoptik AG & Co. oHG Norden 100
Ruhr 100 Fielmann Augenoptik AG & Co. KG Nordenham 75
Fielmann AG & Co. RheinRuhrZentrum
OHG
Mülheim an der
Ruhr
100 Fielmann AG & Co. OHG Norderstedt 100
Fielmann AG & Co. Haidhausen OHG Munich 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG)
Nordhausen 100
Fielmann AG & Co. Leopoldstraße OHG Munich 100 Fielmann AG & Co. OHG Nordhorn 100
Fielmann AG & Co. OHG Munich 100 Fielmann AG & Co. OHG Nördlingen 100
Fielmann AG & Co. oHG Munich OEZ Munich 100 Fielmann AG & Co. OHG Northeim 100
Fielmann AG & Co. oHG Munich PEP Munich 100 Fielmann AG & Co. am Hauptmarkt OHG Nuremberg 100
Fielmann AG & Co. oHG Sendling Munich 100 Fielmann AG & Co. Nuremberg
Fielmann AG & Co. Pasing OHG Munich 100 Lorenz OHG Nuremberg 100
Fielmann AG & Co. Riem Arcaden KG Munich 100 Fielmann AG & Co. Nuremberg
Fielmann AG & Co. Tal OHG Munich 100 Süd KG Nuremberg 100
Optik Stein GmbH & Co. OHG Münsingen 100 Fielmann AG & Co. Nuremberg
Langwasser OHG
Nuremberg 100
Fielmann AG & Co. Hiltrup OHG Münster 100 Räder u. Räder GmbH & Co. OHG Nuremberg 100
Fielmann AG & Co. Klosterstraße OHG Münster 100 Fielmann AG & Co. OHG Nürtingen 100
Fielmann AG & Co. An der Rothenburg
OHG
Münster 100 Fielmann AG & Co. Oberhausen OHG Oberhausen 100
Name Location1 Share Name Location1 Share
Fielmann AG & Co. OHG Sterkrade Oberhausen Ster
krade
100 Fielmann s.r.o. Praha, Czech
Republic
100
Fielmann AG & Co. oHG Oberursel 100 Fielmann AG & Co. OHG Quedlinburg 100
Fielmann AG & Co. OHG Oer-Erkenschwick 100 Fielmann AG & Co. OHG Radebeul 100
Fielmann AG & Co. OHG Offenbach am Baur Optik GmbH Rain Rain am Lech 60
Main 100 Fielmann AG & Co. OHG Rastatt 100
Fielmann AG & Co. oHG Offenburg 100 Fielmann AG & Co. OHG Rathenow 100
Fielmann AG & Co. OHG Oldenburg in
Holstein
100 Fielmann AG & Co. OHG Ratingen 100
Fielmann AG & Co. im Centrum KG Oldenburg 100 Fielmann AG & Co. OHG Ravensburg 100
Hofland Opticiens B.V. (formerly
Fielmann B.V.)
Oldenzaal, Nieder
lande
100 Fielmann AG & Co. OHG Recklinghausen 100
Hofland Optiek B.V. Oldenzaal, Nieder Fielmann AG & Co. im
Donau-Einkaufszentrum OHG
Regensburg 100
lande 100 Fielmann AG & Co. KG Regensburg 100
Fielmann AG & Co. OHG Olpe 100 Fielmann AG & Co. KG Reichenbach im
Fielmann AG & Co. OHG Olsberg 100 Vogtland 100
Fielmann AG & Co. oHG Oranienburg 100 Fielmann AG & Co. oHG Remscheid 100
Fielmann AG & Co. OHG Osnabrück 100 Fielmann AG & Co. oHG Rendsburg 100
Fielmann AG & Co. oHG Osterholz-Scharm
beck
100 Fielmann AG & Co. OHG Reutlingen 100
Fielmann AG & Co. OHG Osterode 100 Fielmann AG & Co. KG Rheda
Wiedenbrück
100
Fielmann AG & Co. OHG Paderborn 100 Fielmann AG & Co. OHG Rheinbach 100
Fielmann Opticas S.L. (bis 01.09.2023)10 Palma de Mallorca, Fielmann AG & Co. oHG Rheine 100
Spain 100 Exklusiv Optiker GmbH & Co. OHG4 Rheine 100
Fielmann Augenoptik AG & Co. oHG Papenburg 100 Fielmann AG & Co. OHG Riesa 100
Fielmann AG & Co. OHG Parchim 100 Fielmann AG & Co. OHG Rinteln 100
Fielmann AG & Co. oHG Passau 100 Fielmann AG & Co. oHG Rosenheim 100
Fielmann AG & Co. OHG Peine 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. KG Pfaffenhofen an
der Ilm
100 Fielmann AG & Co. OHG) Rostock 100
Fielmann AG & Co. OHG Pfarrkirchen 100 Fielmann AG & Co. oHG Lütten Klein Rostock 100
Fielmann AG & Co. OHG Pforzheim 100 Fielmann AG & Co. OHG Rotenburg
(Wümme)
100
Fielmann AG & Co. oHG Pinneberg 100 Fielmann AG & Co. oHG Rottenburg 100
Fielmann AG & Co. OHG Pirmasens 100 Groeneveld Brillen en Contactlenzen B.V. Rotterdam,
Fielmann AG & Co. OHG Pirna 100 Netherlands 100
Fielmann AG & Co. OHG Plauen 100 Fielmann Augenoptik AG & Co. oHG Rottweil 100
Fielmann AG & Co. OHG Plön 100 Fielmann AG & Co. OHG Rudolstadt 100
Fielmann AG & Co. OHG Potsdam 100 Fielmann AG & Co. OHG Rüsselsheim 100
Fielmann sp. z o.o. Poznań, Poland 100 Fielmann AG & Co. OHG Saalfeld/ Saale 100
Fielmann AG & Co. oHG Saarbrücken 100
Location1 Share Name Location1 Share
Saarlouis 100 Fielmann AG & Co. OHG Stralsund 100
Salzgitter 100 Optique Marmet Jacques SAS Strasbourg,
Salzwedel 100 100
Sangerhausen 100 100
Schleswig 100 100
Schönebeck 100 100
Schorndorf 100 30.04.2023) Stuttgart 100
Schwabach 100 Fielmann AG & Co. KG Stuttgart 61,6
Schwäbisch Gmünd 100 Optik Schuppin GmbH & Co. OHG Stuttgart 100
Schwäbisch Hall 100 Fielmann AG & Co. OHG Suhl 100
Schwandorf 100 Fielmann AG & Co. OHG Sulzbach 100
Schwedt 100 Fielmann AG & Co. KG4 Syke 100
Schweinfurt 100 Fielmann AG & Co. KG Sylt / OT Wester
Schwelm 100 100
Schwerin 100 100
Schwerin 100 100
Schwetzingen 100 100
Seevetal 100 Fielmann AG & Co. OHG Troisdorf 100
Senftenberg 100 Fielmann AG & Co. KG Tübingen 100
Siegburg 100 Fielmann Augenoptik AG & Co. oHG Tuttlingen 100
Siegen 100 Fielmann AG & Co. OHG Überlingen 100
Siegen 100 Fielmann AG & Co. OHG 100
Sindelfingen 100
Singen 100 Ulm 100
Sinsheim 100 Fielmann AG & Co. KG Unna 100
Soltau 100 fielmann-optic Fielmann GmbH
Soest 100 100
Solingen 100 100
Sonneberg 100 100
Sonthofen 100 100
Speyer 100 100
St. Ingbert 100 Schwenningen 100
Stade 100 Fielmann AG & Co. Schwenningen KG Villingen
Stadthagen 100 Schwenningen 100
Starnberg 100 Fielmann AG & Co. OHG Völklingen 100
Stendal 100 Fielmann AG & Co. oHG 100
Fielmann AG & Co. OHG
Fielmann AG & Co. OHG
Fielmann AG & Co. Bad Cannstatt OHG
Fielmann Group AG & Co. KG4
Fielmann AG & Co. oHG
Fielmann Augenoptik AG & Co. OHG
Fielmann Augenoptik AG & Co. oHG
& Co. oHG
Fielmann AG & Co. OHG
Fielmann AG & Co. oHG
Fielmann AG & Co. oHG
Fielmann AG & Co. oHG
Fielmann AG & Co. OHG
Frankreich
Straubing
Strausberg
Stuttgart
Fielmann AG & Co. EKZ Milaneo OHG (bis
land
Torgau
Traunstein
Trier
Uelzen
Varel
Vechta
Velbert
Verden
Viersen
Villingen
Waiblingen
Name Location1 Share Name Location1 Share
Fielmann AG & Co. OHG Waldshut-Tiengen 100 Fielmann AG & Co. OHG Wiesloch 100
Fielmann AG & Co. OHG Walsrode 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG Waltrop 100 Fielmann AG & Co. OHG) Wildau 100
Fielmann AG & Co. OHG Fielmann Augenoptik AG & Co. OHG Wildeshausen 100
Wangen im Allgäu 100 Fielmann AG & Co. OHG Wilhelmshaven 100
Fielmann AG & Co. KG Warburg 100 Fielmann AG & Co. KG (formerly
Fielmann AG & Co. OHG Warendorf 100 Fielmann AG & Co. OHG) Winsen 100
Fielmann AG & Co. OHG Wedel 100 Fielmann AG & Co. OHG Wismar 100
Fielmann AG & Co. OHG Weiden i. d.
Oberpfalz
100 Fielmann AG & Co. im Centrum OHG
(formerly Fielmann Augenoptik im Centrum
AG & Co. oHG)
Witten 100
Fielmann AG & Co. OHG Weilheim i.OB. 100 Fielmann AG & Co. oHG Wittenberge 100
Fielmann AG & Co. KG Weimar 100 Fielmann Augenoptik AG & Co. oHG Wittlich 100
Fielmann AG & Co. OHG Weinheim 100 Fielmann Augenoptik AG & Co. OHG Wittmund 100
Fielmann AG & Co. KG Weißenburg in
Bayern
100 Fielmann AG & Co. OHG Wolfenbüttel 100
Fielmann AG & Co. OHG Weißenfels 100 Fielmann AG & Co. OHG Wolfsburg 100
Fielmann AG & Co. OHG Weißwasser 100 Fielmann AG & Co. OHG Worms 100
Fielmann AG & Co. KG Weiterstadt 100 Fielmann Augenoptik AG & Co. OHG Wunstorf 100
Optik Hörger GmbH & Co. OHG Wendlingen am Fielmann AG & Co. Barmen OHG Wuppertal 100
Neckar 100 Fielmann AG & Co. City-Arkaden OHG Wuppertal 100
Fielmann AG & Co. OHG Wernigerode 100 Fielmann AG & Co. Elberfeld OHG Wuppertal 100
Fielmann AG & Co. OHG Wesel 100 Fielmann AG & Co. OHG Würselen 100
Fielmann AG & Co. OHG Westerstede 100 Fielmann AG & Co. OHG Würzburg 100
Fielmann AG & Co. oHG Wetzlar 100 Fielmann AG & Co. KG Zeitz 100
Fielmann GmbH Wien, Austria 100 Fielmann AG & Co. OHG Zittau 100
Fielmann AG & Co. OHG Fielmann AG & Co. OHG Zweibrücken 100
Wiesbaden 100 Fielmann AG & Co. OHG Zwickau 100
Optik Käpernick GmbH & Co. KG Wiesbaden 100

1 If no country is stated after the name of the town or city, the company is based in Germany.

2 In accordance with Section 264 Para. 3 and Sections 264a and 264b of the German Commercial Code (HGB), this company is exempt from the obligation to prepare a management report.

3 In accordance with Section 264 Para. 3 and Sections 264a and 264b of the German Commercial Code (HGB), this company is exempt from having to audit its financial statements.

  • 4 This company was founded in financial year 2023.
  • 5 This company was founded and entered in the commercial register on 3.1.2023.
  • 6 90% of the company was acquired with effect from 17.1.2023.
  • 7 This company was founded on 29.5.2023 and entered in the commercial register on 6.6.2023.
  • 8 This company was purchased and taken over on 7.6.2023.
  • 9 This company was purchased on 7.6.2023 and taken over on 1.9.2023.
  • 10 This company was liquidated with effect from 1.9.2023.
  • 11 This company was founded on 12.10.2023 and entered in the commercial register on 14.12.2023.
  • 12 This company was liquidated with effect from 24.10.2023.

Proposed appropriation of profit

The Management and Supervisory Boards will propose to the General Meeting that the distributable profit of Fielmann Group AG, amounting to T€ 84,000, be appropriated as follows:

Payment of a dividend of
€ 1.00 per ordinary share (84,000,000 shares) 84,000

Hamburg, 18 April 2024

Fielmann Group AG The Management Board

Marc Fielmann

Steffen Baetjer Katja Gross Dr. Bastian Koerber

Affirmation by the Management Board

We affirm that to the best of our knowledge the consolidated accounts prepared in accordance with the applicable accounting regulations convey a view of the Group's financial position, cash flows and financial performance that is true and fair and that business performance including business results and the position of the Group are presented in the Management Report for the Group in such a way as to provide a true and fair view as well as to portray the opportunities and risks inherent in the future development of the Group accurately.

Hamburg, 18. April 2024

Fielmann Group AG The Management Board

Marc Fielmann

Steffen Baetjer Katja Gross Dr. Bastian Koerber

"INDEPENDENT AUDITOR'S REPORT

To Fielmann Group AG, Hamburg

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 Fielmann Group AG (formerly Fielmann AG), Hamburg, and its subsidiaries (the Group), which the Consolidated balance sheet as at 31 December 2023, and the Consolidated profit and loss account, the Statement of the overall result, the Movement in Group equity and the Cash flow statement for the Fielmann Group for the financial year from 1 January to 31 December 2023, and notes to the consolidated accounts, including material accounting policy information. In addition, we have audited the group management report of Fielmann Group AG 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 those parts of the group management report listed in the "Other Information" section of our auditor's 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 additional requirements of German commercial law pursuant to § [Article] 315e Abs. [paragraph] 1 HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position 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 position. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our audit opinion on the group management report does not cover the content of those parts of the group management report listed in the "Other Information" section of our auditor's report.

Pursuant to § 322 Abs. 3 Satz [sentence] 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the 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 Regulation (No. 537/2014, referred to subsequently as "EU Audit Regulation") in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report" section of our auditor's report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the group management report.

Key Audit Matters in the Audit of the Consolidated Financial Statements

Key audit matters are those matters 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 matters 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 matters.

In our view, the matters of most significance in our audit were as follows:

  • ❶ Recoverability of goodwill
  • ❷ Accounting treatment of business combinations
  • ❸ Measurement of inventories

Our presentation of these key audit matters has been structured in each case as follows:

  • 1 Matter and issue
  • 2 Audit approach and findings
  • 3 Reference to further information

Hereinafter we present the key audit matters:

  • ❶ Recoverability of goodwill
  • 1 Goodwill amounting in total to EUR 299.8 million (15.1% of total assets) is reported in the Company's consolidated financial statements. Goodwill is tested for impairment once a year or when there are indications of impairment to determine any possible need for write-downs. The impairment test is carried out at the level of the groups of cash-generating units to which the relevant goodwill is allocated. The carrying amount of the relevant groups of cash-generating units, including goodwill, is compared with the corresponding recoverable amount in the context of the impairment test. The recoverable amount is generally determined using the value in use. The present value of the future cash flows from the respective group of cash-generating units normally serves as the basis of valuation. Present values are calculated using discounted cash flow models. For this purpose, the adopted medium-term business plan of the Group forms the starting point which is extrapolated based on assumptions about long-term rates of growth. Expectations relating to future market developments and assumptions about the development of macroeconomic factors are also taken into account. The discount rate used is the weighted average cost of capital for the respective group of cash-generating units. The impairment test determined that no write-downs were necessary.

The outcome of this valuation is dependent to a large extent on the estimates made by the executive directors with respect to the future cash flows from the respective group of cash-generating units, the discount rate used, rates of growth and other assumptions, and is subject to considerable uncertainty as a result. Against this background and due to the complex nature of the valuation, this matter was of particular significance in the context of our audit.

2 As part of our audit, with the support of our internal valuation specialists we assessed, the methodology used for the purposes of performing the impairment test, among other things. After matching the future cash flows used for the calculation against the adopted medium-term business plan of the Group, we assessed the appropriateness of the calculation, in particular by reconciling it with general and sector-specific market expectations. In addition, we assessed the appropriate consideration of the costs of Group functions. In the knowledge that even relatively small changes in the discount rate and rates of growth applied can have a material impact on the value of the entity calculated in this way, we focused our testing in particular on the parameters used to determine the discount rate applied, and assessed the calculation model. In order to reflect the uncertainty inherent in the projections, we evaluated the sensitivity analyses performed by the Company. Taking into account the information available, we determined that the carrying amounts of the respective groups of cash-generating units, including the allocated goodwill, were adequately covered by the discounted future cash flows.

Overall, the valuation parameters and assumptions used by the executive directors are in line with our expectations and are within the ranges considered by us to be reasonable.

  • 3 The Company's disclosures relating to the recoverability of goodwill are contained in sections "III. Significant accounting policies" and "IV. Notes to the consolidated financial statements (2) Goodwill" of the notes to the consolidated financial statements.
  • ❷ Accounting treatment of business combinations
  • 1 A total of three business combinations were accounted for in financial year 2023. On 1 February 2023 the Company acquired 90% of the shares in Ocumeda AG, Riedt bei Erlen Thurgau/Switzerland. In addition, on 7 June 2023 the Company acquired 100% of the shares in Eyevious Style Inc., Calgary/ Canada as well as 100% of the shares in SVS Vision Holding Company, Mt. Clemens/USA on 1 September 2023 in the course of another acquisition. The purchase price for the business combinations totaled EUR 146.0 million. The acquired assets and liabilities are generally recognized at fair value on their date of acquisition. Taking into account the attributable share of the net assets acquired of EUR 58.7 million, the business combinations in the financial year resulted in goodwill of EUR 87.3 million.

Due to the estimation uncertainties involved in the measurement of the assets and liabilities as part of the purchase price allocations and the determination of their fair values of the various purchase price components in connection with the business combinations and the material impact in terms of amount on the assets, liabilities, financial position and financial performance of the Group, these matters were of particular significance in the context of our audit.

2 As part of our audit of the accounting treatment of the business combinations and with the support of our internal valuation specialists, we first inspected and examined the respective contractual agreements underlying the acquisitions. In addition, we examined the purchase price allocation for each business combination. In doing so, we also evalued, among other things, the appropriateness of the models underlying the valuations as well as the valuation parameters and assumptions applied. Furthermore, among other things, we reconciled for each business combination the agreed purchase price as consideration for the shares received with the supporting evidence provided to us as for the payments made respectively for the determination of the fair values of the various purchase price components. We assessed the respective acquisition amounts recognized for the underlying acquisitions. Furthermore, we used checklists to evaluate the completeness and accuracy of the disclosures in the notes to the consolidated financial statements required by IFRS 3.

Overall, we were able to satisfy ourselves that the accounting treatment of the various business combinations was appropiate and that the estimates and assumptions made by the executive directors are comprehensible and adequately substantiated.

  • 3 The Company's disclosures relating to the business combinations are contained in section "III. Significant accounting policies" of the notes to the consolidated financial statements.
  • ❸ Measurement of inventories
  • 1 In the consolidated financial statements of the Company, inventories amounting to EUR 224.7 million (11.3% of total assets) are reported. The inventories are based on a large number of items. Due to the large number of items, the Company has established comprehensive processes and systems for recording, managing, and measuring inventories. Inventories are recognized at the lower of cost and net realizable value. Cost is determined on the basis of weighted averages. This significant item in terms of its amount is subject to particular risk due to the complexity of the systems, processes and estimates required for correct recognition resulting from the large number of items. Against this background, the proper application of the accounting standard IAS 2 is considered to be complex and based, in particular with respect to future sales prices to be realized, on estimates and assumptions made by the executive directors.

Due to the complex nature of the measurement of this significant item in terms of its amount, including the underlying estimates and assumptions made by the executive directors, and the comprehensive established processes and systems, this matter was of particular significance in the context of our audit.

2 As part of our audit, we assessed, among other things, the appropriateness and effectiveness of the established processes and controls of the internal control system in relation to the procurement, inventory management and distribution during the entire financial year with the assistance of our internal IT specialists. Based on this, we assessed in particular the relevant IT systems used to measure the inventories, including the implemented controls for system changes and the reports generated from them. We have also taken into account the business organization of the Group. In addition, we examined supplier invoices and attributable costs as well as the underlying terms and conditions of the respective supplier contracts on a test basis. Furthermore, we evaluated the appropriateness of the assumptions made by the executive directors regarding future net realizable values as part of the measurement and examined whether these were consistently applied and sufficient documented. In addition, we verified the existence and complete recording of inventories by, among other things, observing physical inventory counts using statistical methods.

Overall, we were able to satisfy ourselves that the systems and processes in place are appropiate for a proper measurement of inventories and that the estimates and assumptions made by the executive directors are sufficiently documented and substantiated.

3 The Group's disclosures relating to the measurement of inventories are contained in sections "III. Significant accounting policies" and "IV. Notes to the consolidated financial statements (9) Inventories" of the notes to the consolidated financial statements.

Other Information

The executive directors are responsible for the other information. The other information comprises the following non-audited parts of the group management report:

  • the statement on corporate governance pursuant to § 289f HGB and § 315d HGB included in section " Group declaration on corporate governance " of the group management report
  • the subsection "Structure and content of the risk management system" in section "Risk report" of the group management report
  • the subsection "Main features of the overall internal control and risk management system" in section "Risk report" of the group management report

The other information compromises further:

  • the separate non-financial report to comply with §§ 289b to 289e HGB and with §§ 315b to 315c HGB
  • all remaining parts of the publication "Annual Report 2023" excluding crossreferences to external information – with the exception of the audited con-

solidated 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 information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information mentioned above and, in so doing, to consider whether the other information

  • 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 executive directors are responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRSs as adopted by the EU and the additional 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, liabilities, financial position, and financial performance of the Group. In addition, the executive directors are responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.

In preparing the consolidated financial statements, the executive directors are responsible for assessing the Group's ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, the executive directors are responsible for the preparation of the group management report that, as a whole, provides an appropriate view of the Group's position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation 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 assertions in the group management report.

The supervisory board is responsible for overseeing the Group's financial reporting process for the preparation 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 objectives 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 position 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 opportunities 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 Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (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 skepticism throughout the audit. We also:

• Identify 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 appropriate to provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal 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 effectiveness of these systems.
  • Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.
  • Conclude on the appropriateness of the executive directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in 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 respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e Abs. 1 HGB.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express audit opinions on the consolidated financial statements and on the group management report. We are responsible for the direction, 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 position it provides.
  • Perform audit procedures on the prospective information presented by the executive directors in the group management report. On the basis of sufficient

appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate audit opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

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 (hereinafter the "ESEF documents") contained in the electronic file Fielmann_KA+KLB_ESEF-2023-12- 31.zip and prepared for publication purposes complies in all material respects with the requirements of § 328 Abs. 1 HGB for the electronic reporting format ("ESEF format"). In accordance with German legal requirements, this assurance work extends only to the conversion of the information contained in the consolidated financial statements and the group management report into the ESEF format and therefore relates neither to the information contained within these renderings nor to any other information contained in the electronic file identified above.

In our opinion, the rendering of the consolidated financial statements and the group management report contained in the electronic file identified above and prepared for publication 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 information contained within these renderings or on the other information contained in the electronic file identified 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 identified 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 Publication Purposes in Accordance with § 317 Abs. 3a HGB (IDW AsS 410 (06.2022)) and the International Standard on Assurance Engagements 3000 (Revised). Our responsibility in accordance therewith is further described in the "Group Auditor's Responsibilities for the Assurance Work on the ESEF Documents" section. 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 executive directors of the Company are responsible for the preparation 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 addition, the executive directors of the Company are responsible for such internal control as they have considered necessary to enable the preparation of ESEF documents that are free from material non-compliance with the requirements of § 328 Abs. 1 HGB for the electronic reporting 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 reporting process.

Group Auditor's Responsibilities for the Assurance Work on the ESEF Documents

Our objective 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 skepticism throughout the assurance work. We also:

  • Identify 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.
  • 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 effectiveness 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 Regulation (EU) 2019/815 in the version in force at the date of the consolidated financial statements on the technical specification for this electronic file.
  • 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 Articles 4 and 6 of the Delegated Regulation (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

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We were elected as group auditor by the annual general meeting on 13 July 2023. We were engaged by the supervisory board on 19 June 2023. We have been the group auditor of the Fielmann Group AG, Hamburg, without interruption since the financial year 2023.

We declare that the audit opinions expressed in this auditor's report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (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 particular, the "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" 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 Thorsten Dzulko.

Hamburg, April 18, 2024

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft

(sgd.) (sgd.) Wirtschaftsprüfer Wirtschaftsprüferin" (German Public Auditor) (German Public Auditor)"

Thorsten Dzulko Claudia Niendorf-Senger

"We help everyone hear and see the beauty in the world."

Fielmann Group AG · Weidestrasse 118 a · 22083 Hamburg · Telephone: + 49 40 270 76-0 Fax: + 49 40 270 76-399 · Email: [email protected] · www.fielmann-group.com