Masterflex SE — Annual Report 2026

Apr 13, 2026

Contents

	To Our Shareholders

To Our Shareholders	3
Letter to the Shareholders Report of the Supervisory Board Corporate Governance Report – Declaration on Corporate Governance (unaudited) Masterflex Share	3 6 9 18
Combined Management Report	22
A. Principles of the Group B. Economic Report C. Opportunity and Risk Report D. Forecast report E. Information relevant to takeovers	23 29 40 51 53
Consolidated Financial Statements	59
Consolidated statement of financial position Consolidated statement of income Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated cash flow statement Notes to the consolidated financial statements for the 2025 financial year	60 62 63 64 65 66
Other Information	104
Balance sheet oath Independent auditor's report	105 106

Glossary 112 Imprint 113

Key Figures

Masterflex at a glance

in EUR thousand	2025	2024	Change
Consolidated revenue	102,578	98,071	4.6%
EBITDA (operating)	19,509	18,157	7.4%
EBIT (operating)	13,958	12,711	9.8%
EBIT	13,684	12,534	9.2%
EBT	12,523	11,216	11.7%
Consolidated net income (share of shareholders of Masterflex SE)	8,713	8,230	5.9%
Consolidated equity	69,015	63,585	8.5%
Consolidated balance sheet total	94,175	93,890	0.3%
Consolidated equity ratio	73.3%	67.7%
Employees (number)	605	601	0.7%
EBIT margin (operating)	13.6%	13.0%
Net return on revenue	8.5%	8.4%
Consolidated earnings per share (EUR)	0.91	0.86	5.8%

TO OUR SHAREHOLDERS

Letter to the Shareholders

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

Dear Shareholders,

Dear colleagues, valued customers and partners,

The Masterflex Group looks back on a successful financial year 2025. Despite a continuing challenging geopolitical and trade policy environment, we were once again able to achieve growth in revenue and earnings whilst making significant progress both opera tionally and strategically. This demonstrates the strength of our business model, which, comparable to an MSCI World index, covers numerous attractive, highly exciting and forward -looking industries in highly developed economies. We deliberately do not foc us on a single trend with correspondingly high volatility, but rather on a broad range of established and high -growth industries. Our goal is continuous and profitable growth – in revenue, earnings and, ultimately, in enterprise value.

In recent months, we have also set the course for the future – developments that give us cause for optimism both in the short term and looking ahead to the coming years.

In the 2025 financial year, we achieved revenue of EUR 102.6 million, representing growth of 4.6% compared with the same period last year. This confirms our strong, leading market position in the field of innovative hose and connection systems. Our renewed recognition as a 'World Market Leader Champion' by the University of St. Gallen impressively demonstrates our technological leadership.

On the earnings front, too, we managed to improve our performance thanks to our ongoing efforts to boost productivity, and despite the impact of currency losses and start -up costs for our new site in Morocco. Operating EBITDA rose by 7.4% to EUR 19.5 milli on, whilst operating EBIT reached EUR 14.0 million, 9.8% higher than the previous year's figure. Overall, despite the exceptional items described, we were able to increase our operating margin to 13.6% (2024: 13.0%) and once again recorded a record year.

The Masterflex Group remains in a very robust financial position. A milestone was reached in 2025. For the first time in well over a decade, cash and cash equivalents as at 31 December 2025 (EUR 12.5 million) exceeded bank borrowings (EUR 11.0 million). Co nsolidated equity rose to EUR 69.9 million. The equity ratio stands at 73.3% – a reflection of our high financial strength.

In view of the strong results for the 2025 financial year, we are proposing to the Annual General Meeting a dividend of EUR 0.30 per share, an increase on the previous year (previous year: EUR 0.27). In doing so, we are once again aligning ourselves this y ear with our long -term dividend policy, which aims to allow our shareholders to participate appropriately in the company's success.

A key strategic milestone in the 2025 financial year was the groundbreaking ceremony for our new plant in Morocco. Through our subsidiary Matzen & Timm GmbH, we are constructing a state -of -the -art production facility in the Midparc Free Trade Zone near Cas ablanca in partnership with Masterduct Morocco SARL AU. Over the next five years, we will invest around EUR 3.0 million in machinery and equipment. In the first phase of development, approximately 4,000 square metres of production space and offices will be created; a further 4,000 square metres are earmarked for future expansion. In the long term, around 65 direct jobs will be created. The site will focus on the manufacture of highly specialised technical hoses and connection systems for the aerospace indus try – in close cooperation with our German sites. From the fourth quarter of 2026, customers are to be supplied with moulded parts, bellows and hoses based on the principle 'Designed in Germany, made in Morocco'. Full capacity is planned for 2030. In doing so, we are strengthening our aviation division in particular on a sustainable basis and laying the foundations to significantly expand this business in the medium term and double its turnover.

In parallel with our international expansion, we are consistently driving forward our innovation agenda. In the past financial year, we successfully launched several new products. These include, in particular, the Master -PUR DualFlow: a novel food -grade ho se with a thermoplastically smooth, seamless inner lining. It meets the highest hygiene standards whilst improving energy efficiency and process reliability. The solution meets the highest regulatory requirements and sets new standards for sensitive applic ations in the food and biotech industries. At the same time, the hose is recyclable in its single -material version – a further example of how we combine performance and sustainability.

At AWFS 2025 in Las Vegas, we also presented high -tech hose systems for the wood and furniture industry. These actively contribute to reducing the risk of dust explosions. Antistatic, conductive and highly abrasion -resistant solutions enhance occupational safety and efficiency in a demanding industrial environment.

A particular focus remains on the implementation of our Group strategy, Hero@Zero. In September 2025, we launched a circular economy pilot project in collaboration with air technology specialists. For the first time, extraction hoses made from fully recycl ed plastic are being tested in real -world industrial operations. The aim is to close material loops and integrate recycling processes into industrial applications in a practical manner.

In the long term, we are planning take -back services, recycling processes, and eco -certifications to offer our products and services within closed -loop systems. The positive results of various projects to date show that the circular economy is no longer a vision, but an industrial reality.

The progress made through Hero@Zero has also led to the conclusion of a large -scale development and framework agreement with an international industrial customer. This flagship project marks our entry into new material and assembly technologies and specifi cally expands our value creation in the LIFE and TECH markets. From 2027, we expect this to generate additional annual revenue of around EUR 5 million, rising to as much as EUR 10 million by 2030.

We are confident about Masterflex's performance for the 2026 financial year. This applies in particular to the second half of the year, when initial revenue from the new aerospace production plant in Morocco, as well as the start of deliveries under the af orementioned development and framework agreement towards the end of the year, should have a positive impact. At the same time, we anticipate that the start -up costs for both projects will have a slightly negative impact on earnings performance. We are neve rtheless confident that we will be able to maintain our operating EBIT margin at a stable level, before we expect a further increase in earnings from 2027 onwards as the projects ramp up. For the full year 2026, we expect revenue of between EUR 103 million and EUR 108 million, as well as EBIT in the range of EUR 13 million to EUR 16 million.

Based on our operational successes, international expansion, and our continuous innovations in a transformative environment, we look to the future with confidence. Such a successful development, as Masterflex was once again able to achieve in the past year , would not be possible without dedicated employees. We thank you for your commitment. We would also like to thank our shareholders for the trust they place in us and the Masterflex Group.

Yours

Dr. Andreas Bastin Mark Becks Chie f Exec utive Officer (CEO) Chief Financial Officer (CFO)

Report of the Supervisory Board

Dear shareholders,

The Masterflex Group can look back on a successful financial year 2025 and has demonstrated its operational and strategic strength even amidst continuing challenging geopolitical and trade policy conditions. Despite the challenging environment, revenue and earnings were increased once again, whilst at the same time important foundations were laid for the Group's future development. Particular mention should be made of the progress made in international expansion, the consistent implementation of the Hero@Ze ro innovation and sustainability strategy, and the targeted expansion of technological expertise in attractive growth and future markets. In the past financial year, too, the strategic development of the Masterflex Group and the long -term safeguarding of g rowth and value creation remained at the centre of the Supervisory Board's advisory and supervisory activities.

In the 2025 financial year, the Supervisory Board of Masterflex SE fully discharged the duties incumbent upon it under the German Stock Corporation Act and the Company's Articles of Association, and regularly monitored and advised the Management Board. Thi s was based on the regular reports provided by the Management Board, both in writing and orally, on all matters relevant to the Company and the Group concerning corporate planning, business development – in particular the business and financial situation – as well as the risk situation, risk management and compliance.

The Supervisory Board was and remains closely involved in the Management Board's procedures and measures at all times and was duly informed by the Management Board. Discussions on proposals from the Management Board and on Management Board matters also took place in the absence of the Management Board, where necessary.

In the 2025 financial year, a total of four Supervisory Board meetings took place, each attended by all members of the Supervisory Board and the Management Board. Individual attendance is shown in the table below:

	25 March 202 5	12 June 202 5	11 September 202 5	11 December 202 5
Georg van Hall	x	x	x	x
Dr. Gerson Link	x	x	x	x
Jan van der Zouw	x	-	-	-
Rein Groot	-	x	x	x

At its meetings, the Supervisory Board discussed and examined the reports and draft resolutions submitted by the Management Board in detail. In addition, various meetings took place between individual members of the Supervisory Board and the Management Boa rd to provide practical support for its work.

Key topics in 202 5

At the Supervisory Board meeting held on 25 March 2025 to approve the annual financial statements, the Supervisory Board discussed in detail the annual financial statements, the consolidated financial statements, the sustainability report (non -financial su mmary statement) and the (consolidated) management report for the 2024 financial year. It also reviewed the Supervisory Board's report, the corporate governance statement, the corporate governance report and the remuneration report. The update to the decla ration of conformity with the German Corporate Governance Code (version of 28 April 2022) and the dividend proposal to the Annual General Meeting were also approved at this meeting.

The Supervisory Board's financial expert examined the quality of the audit in detail as part of a 360° approach and held discussions with the Management Board, the auditors and staff from the accounting department.

With regard to Management Board remuneration, resolutions were passed at the meeting on 25 March 2025 to determine the variable remuneration for 2024, to set the targets for profit -sharing agreements and to establish the remuneration system for the 2025 fi nancial year. In addition, the Supervisory Board identified the candidates for the Supervisory Board and the adjustment of Supervisory Board remuneration as proposed resolutions for the upcoming Annual General Meeting.

The second Supervisory Board meeting of the 2025 financial year took place on 12 June, following the Annual General Meeting in Gelsenkirchen. Upon conclusion of the Annual General Meeting, Mr. Jan van Zouw stepped down from the Supervisory Board due to reaching retirement age. To maintain the number of three members as stipulated in the Articles of Association, the Annual General Meeting elected Mr Rein Groot as the third member of the Supervisory Board on the same day, alongside Mr Georg van Hall and Dr Gerson Link. At the subsequent constituent meeting, the Supervisory Board confirmed Mr. Georg van Hall in his role as Chairman of the Supervisory Board and elected Dr. Gerson Link as his deputy. In addition to a brie f review of the Annual General Meeting, the Management Board reported on the company's current economic performance in the current financial year 2025. Furthermore, compliance and risk management were the subject of the discussions.

At the Supervisory Board meeting on 11 September 2025, the Supervisory Board focused on the Management Board's report on the company's current economic performance, as well as on compliance and risk management aspects. The agenda also included setting the dates for the forthcoming Supervisory Board meetings and the 2026 Annual General Meeting.

At the last Supervisory Board meeting of the year, on 11 December 2025, the Management Board outlined the expected financial results for the 2025 financial year and reported on the Group's strategic corporate planning for the years 2026 to 2030. In this co ntext, the current economic development, current M&A activities, future market prospects and the resulting scenarios were discussed in detail between the Management Board and the Supervisory Board. The plan was approved by the Supervisory Board in the form presented. Also at this meeting, the Supervisory Board resolved to update the declaration of conformity with the German Corporate Governance Code in the version dated 28 April 2022.

Trusting cooperation with the Management Board

During the past financial year, the Supervisory Board continued its open and trusting cooperation with the Management Board. Between meetings, the Chairman of the Supervisory Board was also in regular contact with the Management Board and was kept informed of significant developments and upcoming decisions. The Chairman of the Management Board informed the Chairman of the Supervisory Board without delay of all events of significance for the situation and management of the company. All members of the Supervi sory Board were fully informed by the Chairman at the latest by the next meeting.

The Management Board reported regularly on revenue and earnings trends, as well as on changes to key balance sheet items. At all meetings, the Supervisory Board also addressed the effectiveness and further development of the compliance and risk management systems, with the Chief Compliance Officer available to the Board to answer any queries.

The preparation and content of the quarterly financial reports were discussed in detail by the Management Board with the Supervisory Board – both in writing and verbally during meetings, discussions held during the year and conference calls. In the 2025 fi nancial year, the Supervisory Board approved all transactions requiring its consent, following thorough review and discussion with the Management Board.

There were no changes to the Management Board during the past financial year 2025. Indeed, the Supervisory Board of Masterflex SE had already extended the Management Board contracts of Dr. Andreas Bastin until 31 December 2028 and of Mr. Mark Becks until 3 1 December 2030 ahead of schedule in the financial year 2024.

The term of office of the previous Supervisory Board members ended at the close of the Annual General Meeting on 12 June 2025, which is why new elections were necessary. At this Annual General Meeting, the Supervisory Board members were re -elected until th e conclusion of the Annual General Meeting that decides on the discharge for the financial year ending on 31 December 2030. Further information on the composition of the Supervisory Board can be found in the Corporate Governance Statement.

Supervisory Board committee

The three -member Supervisory Board has not formed any committees. In accordance with Section 107(4) of the German Stock Corporation Act (AktG), it also acts as the company's Audit Committee. There are currently no other committees, as, given the small numb er of members, all tasks can be performed effectively and competently by the full board.

Corporate Governance

The Supervisory Board again dealt intensively with issues of corporate governance during the past financial year. The implementation of the German Corporate Governance Code is an integral part of the work and meetings of the Supervisory Board of Masterflex SE. Together with the Management Board, the recommendations and suggestions of the Code in its current version dated 28 April 2022 were discussed in detail. On this basis, the Supervisory Board adopted the Declaration of Compliance in accordance with Sect ion 161 of the German Stock Corporation Act (AktG) at its meeting on 11 December 2025; this is permanently available to shareholders on the company's website.

In addition to the Declaration of Compliance, the Corporate Governance Statement and the Rules of Procedure of the Supervisory Board are also made available to shareholders on the Masterflex Group website (www.masterflexgroup.com).

In the interests of good corporate governance, the Supervisory Board undergoes regular training. In the 2025 financial year, the focus of these training measures was on information regarding upcoming legislative changes. In this context, the Supervisory Bo ard dealt in particular with the content and requirements of the Corporate Social Reporting Directive (CSRD).

During the past financial year, the Supervisory Board was not made aware of any conflicts of interest involving members of the board.

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

The annual financial statements for Masterflex SE prepared by the Management Board, the consolidated financial statements, the combined management report and the remuneration report for the Group and Masterflex SE for the financial year 2025 were – includi ng the accounting records – audited by BDO AG Wirtschaftsprüfungsgesellschaft, Essen, appointed as auditors by the Annual General Meeting on 12 June 2025, and issued with an unqualified audit opinion. Prior to commencing the audit, the auditor submitted th e required declaration of independence to the Supervisory Board.

The documents to be audited and the auditor's reports were available to all members of the Supervisory Board at the balance sheet meeting on 27 March 2026 and had been forwarded to them in good time for preparation. The auditor took part in the deliberatio ns on the annual and consolidated financial statements, explained the key findings of his audit and was available to answer further questions. Following a thorough review of the documents and taking into account the audit reports, the Supervisory Board ado pted the annual financial statements on 27 March 2026 and approved the consolidated financial statements.

The Supervisory Board also reviewed the planning documents, the risk profile and the risk management system of Masterflex SE. All areas of risk identifiable from the perspective of the Management Board and the Supervisory Board were discussed in detail. Ri sk management was also reviewed accordingly as part of the audit. The auditor confirmed that the Company's Management Board has taken the measures required under Section 91(2) of the German Stock Corporation Act (AktG) – in particular regarding the establi shment of a monitoring system and an internal control system (ICS) – in an appropriate manner, and that the monitoring system is, in principle, suitable for identifying at an early stage any developments that could jeopardise the Company's continued operat ion and for addressing any identified undesirable developments. Finally, the Supervisory Board fulfilled its duty of review under Section 171(1) sentence 4 of the German Stock Corporation Act (AktG) with regard to the company's non financial statement on c orporate social responsibility and found no grounds for objection.

The Supervisory Board would like to express its thanks and appreciation to the Management Board and all employees of the Masterflex Group for their commitment and the outstanding performance achieved in the 2025 financial year.

Gelsenkirchen, 27 March 202 6

For the Supervisory Board

Georg van Hall

Chairman of the S upervisory Board

Corporate Governance Report – Declaration on Corporate Governance ( unaudited )

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

Decla ration on Corporate Governance pursuant to Sections 289f, 315d of the Gemran Commerical Code ( HGB )

The Corporate Governance Statement pursuant to Sections 289f and 315d of the German Commercial Code (HGB) forms part of the consolidated management report. In accordance with Section 317(2) sentence 6 of the German Commercial Code (HGB), the auditor's revi ew of the disclosures pursuant to Sections 289f(2) and (5) and Section 315d of the German Commercial Code (HGB) is limited to verifying whether the disclosures have been made. The information and documents referred to in this chapter, including the Article s of Association, the Rules of Procedure of the Supervisory Board, the Code of Conduct and the Modern Slavery Act Statement, are available for inspection by our shareholders on the Masterflex Group website. (www.masterflexgroup.com )

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

The term 'corporate governance' refers to the responsible management and supervision of companies with a focus on long -term value creation. Key aspects of good corporate governance include efficient cooperation between the Management Board and the Supervis ory Board, respect for shareholder interests, and openness and transparency in corporate communications.

Masterflex SE is a European Company (SE) to which, in addition to the SE Regulation, the law governing public limited companies under German law applies. The company is therefore managed by the Management Board and the Supervisory Board. Corporate governan ce is a high priority for Masterflex SE. From the outset, the Management Board and the Supervisory Board have worked closely together for the benefit of the company and maintained an intensive and continuous dialogue on the company's development.

The German Corporate Governance Code (DCGK), in its current version dated 28 April 2022, sets out key requirements for the management and supervision of German listed public limited companies and also contains recommendations and suggestions based on inter nationally and nationally recognised standards of good and responsible corporate governance.

The Code is intended to make the German corporate governance system transparent and comprehensible. The principles set out in the Code must be observed and complied with by the Company without exception. The Company may deviate from the recommendations con tained in the Code. Such deviations are expressly provided for in the preamble to the Code and serve to ensure the best possible company -specific governance through self regulation and transparent explanation of the Code's contents.

The Declaration of Compliance dated December 2025 reads as follows: Declaration of Conformity on Corporate Governance pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Management Board and Supervisory Board of Masterflex SE declare that the recommendations of the Code in the version dated 28 April 2022 have been complied with to date, with the exception of the deviations mentioned in the last declaration of complianc e dated March 2025, and that the recommendations of the Government Commission on the German Corporate Governance Code in the version dated 28 April 2022 will be complied with in future, subject to the deviations set out below. The declaration is made perma nently available to the shareholders of Masterflex SE on the website. All previously published declarations of compliance can also be found there.

Exceptions :

A.1 S .1 and A.3 S .2

Corporate planning and corporate strategy take into account both financial and sustainability -related objectives. The comprehensive identification of all risks and opportunities associated with Masterflex SE's global operations, as well as the analysis and assessment of their impact on business activities, is stil l ongoing. This also encompasses the processes and systems for recording and processing sustainability -related data.

A.5

The management report addresses compliance, which has long been a regular feature of internal reporting. However, no comments are made in the management report regarding the adequacy and effectiveness of these systems.

B.2 HS2

The procedure for appointing members of the Management Board follows standard practices for major personnel decisions and is proactively managed by the Supervisory Board; however, it is not described in detail in the Corporate Governance Statement.

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

With three members, the Supervisory Board of Masterflex SE has so far been deliberately kept small in order to be able to take decisions efficiently, quickly and flexibly through lean structures, as is the case across the entire Group. The composition of t he Supervisory Board with recognised experts forms an important basis for Masterflex SE to work together in continuous dialogue to chart the course for successful corporate development. Against this background, the establishment of committees, which would also need to be staffed by at least three members of the Supervisory Board, makes no sense in principle.

In Mr. van Hall, we have a proven financial expert as Chairman of the Supervisory Board with particular expertise in the field of accounting. Dr. Link, another member of the Supervisory Board, possesses expertise in the field of auditing. If the Supervisor y Board consists of only three members, it also constitutes the Audit Committee pursuant to Section 107(4) sentence 2 of the German Stock Corporation Act (AktG) in the version applicable from 1 July 2021; consequently, due to this legal fiction, the chairm anship of the Audit Committee and the chairmanship of the Supervisory Board are held by the same person. Where necessary, the Supervisory Board also draws on qualified external support to assess complex matters.

F.2 Publication of the consolidated financial statements and group management report

The consolidated financial statements and the accompanying group management report are to be published within 90 days of the end of the financial year, a deadline which the company generally always meets. Against the backdrop of a significant increase in r egulatory requirements that has already taken place and is expected to continue, particularly from the EU, the publication deadline will in the future be extended to a period of 120 days.

G.3 Peer group comparison of Management Board remuneration

Masterflex SE is the only listed hose manufacturer that, given its international scope and group structure in relation to its turnover, also exhibits a relatively high degree of complexity. Consequently, there is currently no sufficiently representative an d therefore suitable selection of comparable companies, meaning that a peer group cannot be appropriately identified. In the opinion of the Supervisory Board, the establishment and disclosure of a representative peer group is therefore not currently an opt ion. Notwithstanding this, comparative analyses of remuneration trends have of course, been carried out and are traditionally accompanied by a sense of proportion, ensuring that the Management Board's remuneration is appropriate and in line with industry practice.

G.5 External remuneration expert

Insofar as an external remuneration expert is deemed necessary to assess the appropriateness of the Management Board's remuneration, attention is also paid to their independence. However, given the expertise available within the Supervisory Board and the q ualified support provided by the company's legal advisers, it has not yet been deemed necessary to engage a separate independent remuneration expert.

G.6 and G.10 S.1 – G.10 S.2

The long -term incentive (LTI) for members of the Management Board is no greater than the short -term incentive (STI) and is neither share -based nor invested in shares. The members of the company's Management Board already hold a significant stake in the company's share capital, with their shareholding far exceeding the level required by investors under standard share ownership guidelines; consequently, the long -term orientation of variable remuneration intend ed by the Code, based on the performance of the sh areholding, is already guaranteed. As before, the members of the Management Board may, after three years, dispose of the variable amounts granted as LTI, subject to continuous performance measurement over the entire assessment period, thereby continuing to reflect the multi -year nature of the scheme. Furthermore, there are, in principle, no retirement benefit schemes or commitments in favour of the members of the Management Board.

G.11 S.2

No so -called claw -back has been agreed with the members of the Management Board, as, in the Company's view and in light of its existing management structure, this would have no separate behavioural impact, but would regularly result in an increase in remuneration from a risk perspective.

G.13 S.2, G.14

As before, a change of control provision is envisaged with the members of the Management Board, which in the past also corresponded to a recommendation in the Code and which the Company continues to regard as sensible. Payments shall not be offset against a post -contractual non -competition clause agreed with the Company.

Gelsenkirchen, December 202 5

The Management Board and Supervisory Board

Disclosures on Corporate Governance Practices

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

Masterflex SE is a European public limited company to which German law governing public limited companies applies on a supplementary basis in accordance with the SE Regulation. The fundamental principle of German company law is the dual management structur e comprising the Management Board and the Supervisory Board, both of which have their own respective powers.

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

Corporate governance is a top priority for Masterflex SE. Masterflex's corporate principles are based on responsible management and governance of the company, focused on long -term value creation. Key aspects of this corporate governance include efficient c ooperation between the Management Board and the Supervisory Board, respect for shareholders' interests, and openness and transparency in corporate communications.

Risk management

Masterflex SE has established a group -wide risk management system that is continuously developed to ensure access to an effective, group -wide internal control system at all times. We regard risk management as a central responsibility of the members of the Management Board, senior management and all employees. This enables risks to be identified, monitored and managed at an early stage without having to forego business opportunities. Risk management is described in detail in the summary management report for 2025, Section C 'Opportunities and Risks Report'.

Compliance

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

Furthermore, the Management Board and the Chairman of the Supervisory Board engage in ongoing dialogue regarding the establishment and status of risk management and compliance, as well as the necessary measures within the company. In addition, the Supervis ory Board also seeks external information on the content of appropriate compliance and its implementation.

The Masterflex Group Code of Conduct forms the basis of the compliance management system; on the one hand, it provides an overview of the legal areas relevant to the Masterflex Group, and on the other, it sets (minimum) standards for ethical and legally co mpliant behaviour. The Code of Conduct is available to download from our website in German and English.

Through these principles of conduct, we clarify the standards we expect of our employees, board members and business partners, whilst also setting out the key principles of our business conduct. We regard these principles of conduct as the minimum standard for cooperation and interaction with customers, suppliers, competitors, shareholders and public authorities. By implementing this Code in our day -to -day business, we are also committing ourselves to combating all forms of unfair competition, corruption an d misleading practices.

Managers bear a particular responsibility for preventing legal violations. To this end, all managers within the Masterflex Group sign a written declaration and undertake to inform their employees about the content and significance of the Code of Conduct and to raise their awareness of legal risks. Managers must regularly review compliance with the principles of conduct on their own initiative and engage in dialogue with their employees for this purpose.

Managers and employees receive systematic training on the fundamentals of compliance. In addition to this basic training, target -group -specific training measures on specific compliance topics are carried out. We regard the further development and Group -wid e establishment of an effective compliance management system as a significant contribution not only to risk avoidance within the Group, but also as an expression of Masterflex SE's self -image and its commitment to fair, responsible and lawful conduct world wide.

A Central Compliance Officer supports the implementation of the Code of Conduct within the Group and reports regularly to the Managem Board and Supervisory Board. Under his leadership, the Group -wide compliance management system is also further developed as part of good corporate governance. He is supported in this by decentralised and appropriately designated compliance officers who ar e represented at all Masterflex Group sites. As a further component of the compliance management system, an external ombuds man service for internal reports has been implemented, as well as an electronic whistleblowing system that meets the requirements of the European provisions of the EU Whistleblower Directive.

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

Management Board

The Masterflex Group is led by a two -member Management Board. Since 2008, Dr. -Ing. Andreas Bastin has held the position of Chairman of the Management Board of the public limited company (Aktiengesellschaft) and SE. Mark Becks, a graduate in industrial engi neering, has been Chief Financial Officer since 2009.

The Management Board of Masterflex SE manages the company's affairs and is bound, within the framework of company law, to the interests and business policy principles of the company. It consists of at least one member and determines the strategic direction of the company.

The work of the Management Board is governed by rules of procedure. These set out the matters reserved for the Management Board as a whole and those subject to the approval of the Supervisory Board, the areas of responsibility, and the required majority for resolutions. Each member of the Management Board manages their area of responsibility independently and is responsible for it. In doing so, they are obliged to keep the full Management Board continuously informed of significant business matters: for the division of responsibilities does not relieve any member of the Management Board of their joint responsibility for the overall management of the company.

The Management Board attends Supervisory Board meetings, reports in writing and orally on the individual agenda items and proposed resolutions, and answers questions from individual Supervisory Board members. The reports issued regularly by the Management Board, usually in writing, follow the content of the applicable Rules of Procedure for the Management Board issued by the Supervisory Board.

Diversity policy on the Management Board

The Management Board currently consists of two members. Given the size of the company, this structure is considered sufficient. Both members of the Management Board are currently serving their terms of office and have corresponding Management Board employm ent contracts. Furthermore, both members of the Management Board hold a significant stake in the company's share capital, which not only demonstrates their high level of loyalty to the company but also, in the view of the Supervisory Board, constitutes a r ecognised factor in the assessment. Against this background, a target of zero for the representation of women on the Management Board by 31 March 2027 was adopted. The requirements regarding the quota for women on the Management Board within the meaning of the Second Leadership Positions Act (FüPoG II) do not apply to Masterflex SE.

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

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

Remuneration system for the Management Board

On 25 March 2025, the Supervisory Board adopted an updated remuneration system for the members of the Management Board. The only change compared with the remuneration system adopted in 2021 with broad approval is that the maximum remuneration has been incr eased in light of adjustments made in the meantime as part of the regular review required by law, as well as when renewing contracts with the members of the Management Board against the backdrop of price developments since then. The remuneration system was approved at the Annual General Meeting on 12 June 2025.

The Management Board and Supervisory Board report on the details of remuneration in their separate remuneration report, which was prepared in accordance with the provisions of Section 162 of the German Stock Corporation Act (AktG). This report, together wi th the auditor's report, is available on the website www.masterflexgroup.com under Investor Relations / Financial Reports.

Diversity within the Company

A further defining feature of the company is its flat hierarchy across the entire Group. Consequently, there are no two further management levels below the Management Board, but only one. Within this management level, which reports directly to the Manageme nt Board, the proportion of women already stands at 30%, meaning that the statutory requirements are already fully met there and, in this respect, unlike at most companies, this has been the case for some time. The Masterflex Group is committed at all time s, across its entire structure, to its commitment to ensuring an appropriate representation of women, including in management positions, and has demonstrated this through corresponding measures that are compatible with its structures. Not least, the Master flex Group was one of the first companies to have a female CFO on a two -person Management Board, even before the debate on women's representation on management boards began.

However, diversity also involves the increased inclusion of people of international origin or with a migrant background. A key component of future personnel planning is to fill an increasing proportion of staff and management roles with individuals who hav e their roots abroad, in line with the company's business development.

Supervisory Board

Following the departure of Jan van der Zouw and the election of new Supervisory Board members by the Annual General Meeting on 12 June 2025, the three -member Supervisory Board of Masterflex SE comprises Chairman Georg van Hall, his deputy Dr. Gerson Link a nd member Rein Groot.

The Supervisory Board advises and monitors the Management Board. With three members, this body at Masterflex SE is deliberately kept small in order to enable efficient, swift and flexible decision -making through lean structures, as is the case within the G roup.

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

The Supervisory Board may form committees from among its members, to which, insofar as permitted by law, decision -making powers may also be delegated. With the Chairman of the Supervisory Board, who is an auditor and tax adviser, it has a financial expert for accounting, and with the Deputy Chairman of the Supervisory Board, a financial expert for the audit of the financial statements. In accordance with Section 107(4) of the German Stock Corporation Act (AktG), the three -member Supervisory Board also acts as the company's Audit Committee. There are currently no other committees, as the Supervisory Board consists of three members and its duties can therefore be performed effectively and competently by the full board.

Important matters are also discussed outside of meetings between the Management Board and the Supervisory Board, via conference calls or in strategy meetings convened at short notice. In addition, the Chairman of the Supervisory Board keeps himself regular ly informed about the course of business and upcoming projects at Masterflex SE.

The Supervisory Board regularly discusses business performance, planning, strategy and its implementation, as well as the risk situation, risk management and compliance issues with the Management Board. Significant business decisions, such as the setting o f the annual budget and the investment plan, the acquisition or disposal of shareholdings, the conclusion of corporate contracts and major financial measures, are subject to its approval. The Supervisory Board may determine further transactions requiring i ts approval. Furthermore, it is responsible for adopting or approving the annual financial statements and the consolidated financial statements submitted by the Management Board, unless this is left to the Annual General Meeting.

The Chairman of the Supervisory Board reports annually on the activities of the Supervisory Board both in the Annual Report ("Report of the Supervisory Board") and at the Annual General Meeting.

The Supervisory Board regularly reviews the effectiveness of cooperation within the body and also in its collaboration with the Management Board. The last self -evaluation took place between September and December 2021 and did not reveal any significant cha nges. Individual suggestions led to adjustments to the rules of procedure of the Management Board and the Supervisory Board. The next evaluation is scheduled for the financial year 2026. As a general rule, it is in line with the Supervisory Board's working practices that individual changes, where necessary, are also addressed and implemented during the course of the year.

Members and mandates of the Supervisory Board

Member	Profession	Date of birth	Member since	Appointed until the AGM that decides on the discharge for the financial year	Other mandates
Georg van Hall Chairman and fina ncial Expert	Auditor and tax consultant	14. Oct. 1957	11 Aug . 2009	2030	none
Dr. Gerson Link Deputy Chairman and financial expert	Management Board of InnoTec TSS AG, Düsseldorf	5. Aug. 1971	14 June 2016	2030	Waag & Zübert Value AG, Nuremberg FABRI AG, Nuremberg (Chairman) Group mandate at Innotec TSS AG : Rodenberg Türsysteme AG, Porta Westfalica (Chairman)
Jan van der Zouw ( until 12 June 2025)	Multi Supervisory Board, formerly CEO of Eriks NV, Netherlands	20 June 1954	14 June 2016	-	Den Helder Airport CV, Den Helder/Netherlands (Chairman) Aalberts Industries NV, Langebroek/Netherlands UTT Procurement BV Zuidland, Netherlands (until August 2024)
Rein Groot (si nc e 12 June 2025)	Managing Partner Benelux & Frankreich of the Ammega Group BV, Netherlands	12 Dec . 1963	12 June 2025	2030	none

Composition of the Supervisory Board

The Supervisory Board of Masterflex SE shall be composed in such a way as to ensure that the Supervisory Board is able to provide qualified oversight and advice to the Management Board. The Supervisory Board has established a competence profile for the com position of the Supervisory Board. The appointment of recognised experts to the Supervisory Board provides an important foundation for Masterflex SE to work together, through continuous dialogue, to chart the course for successful corporate development. Wh ere necessary, the Supervisory Board draws on qualified external assistance to assess complex issues.

The definition of the competence profile is geared towards the company's business challenges. We are convinced that the combination of diverse areas of expertise will deliver the best business success.

Competence profile

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

The Supervisory Board of Masterflex SE is deliberately kept small, thereby reflecting the Masterflex Group's swift and efficient decision -making processes. Given the size of the company, it is particularly important that the Supervisory Board comprises ind ustry insiders so that business issues can be discussed and deliberated in the context of market developments.

Our Supervisory Board members are also expected to bring knowledge and experience of corporate management, particularly in relation to strategy, sales, procurement, production, human resources, accounting, risk management and compliance.

At least one independent member of the Supervisory Board should have expertise in the field of accounting, and another independent member should have expertise in the field of auditing. In addition, the company's financial

experts should possess specialist knowledge and experience in the application of accounting principles and internal control procedures.

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

The Supervisory Board's competence profile is regularly adapted to the business challenges facing the Masterflex Group and is available on the website as a qualifications matrix at : https://www.masterflexgroup.com/group -of companies/organization/

Supervisory Board's objectives agreement

The Supervisory Board is expected to contribute to the implementation of the Masterflex strategy through the focus of its competencies. The objectives for the Supervisory Board are therefore aligned with legal and corporate considerations.

International focus

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

The aim is to ensure that, in future Supervisory Board appointments, at least one member with international management experience and international networks is represented on the board.

Innovation

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

Diversity

The Supervisory Board concurs with the Code's objectives that, in addition to balanced professional qualifications, an appropriate level of international representation and adequate representation of women on management bodies should be achieved by taking diversity into account. In this context, the concept of diversity is to be understood in terms of international background, upbringing, education or professional activity, and less in terms of nationality, gender diversity or age diversity. This means that the composition of the Supervisory Board should also take appropriate account of the diversity found today in an open, innovative and internationally active company such as Masterflex SE and its subsidiaries. However, it also means that no one is excluded as a candidate for the Supervisory Board or nominated for the Supervisory Board solely because they possess or lack a particular characteristic. In this context, women are given appropriate consideration where they have the same qualifications and suitabi lity.

Independence

The Supervisory Board should comprise a number of independent members that it deems appropriate. Shareholder interests should be given due consideration in this regard. In accordance with the provisions of the German Corporate Governance Code, more than ha lf of the shareholder representatives should be independent of the company and the Management Board. Criteria regarding independence are defined in Section C.7 of the German Corporate Governance Code.

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

Age limit

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

Implementation of the objectives for the Supervisory Board

The Supervisory Board takes into account the competence profile, diversity concept and target agreement when filling Supervisory Board positions. The last Supervisory Board election prior to the one in June 2025 took place in 2019.

All members of the Supervisory Board – Georg van Hall, Dr Gerson Link, Rein Groot (from 12 June 2025) – are independent Supervisory Board members within the meaning of the German Corporate Governance Code.

Georg van Hall, Chairman of the Supervisory Board, who has been a member of the board since 2009, holds the position of financial expert as a chartered accountant with expertise in the field of financial reporting. As a long standing member of the Management Board of InnoTec TSS AG, Dr. Gerson Link possesses extensive financial expertise in the area of financial statement auditing.

Dr. Gerson Link and Rein Groot (from 12 June 2025) also have extensive experience in corporate management, partly in niche markets involving small -batch production and partly in larger, international industrial companies.

With Rein Groot joining – following the departure of Jan van der Zouw – the Supervisory Board once again includes a member of Dutch origin with international and business experience, which underlines the diversity objectives and their representation on the Supervisory Board.

The statutory gender quota for the Supervisory Board does not apply to Masterflex SE. Nevertheless, it is a stated objective to achieve an appropriate representation of women on the Supervisory Board as well. In 2022, in accordance with the Act on Equal Pa rticipation of Women and Men in Leadership Positions in the Private Sector and the Civil Service, the Supervisory Board resolved to set a target of zero for the representation of women on this body by 31 March 2027. This is because Masterflex SE has the pa rticular circumstance that the Supervisory Board consists of only three members in total, meaning that even the participation of just one woman would exceed the statutory target of 30%. This also highlights why the selection must be made with care and resp onsibility.

Against this background, it is to be assumed that no woman will be appointed to the Supervisory Board for the current term of office of the incumbent Supervisory Board. Nevertheless, the company expressly maintains its fundamental objective of proposing a woman as a member of the Supervisory Board in future Supervisory Board elections wherever possible.

Shareholders, Annual General Meeting, Transparency

Shareholders and Annual General Meeting

Shareholders exercise their rights at the Annual General Meeting. The Company's Annual General Meeting takes place within the first six months of the financial year, in accordance with the statutory requirements of Article 54(1) of the SE Regulation. The A nnual General Meeting is chaired by the Chairman of the Supervisory Board. The Annual General Meeting decides on all matters assigned to it by law (including the discharge of the Management Board, the appropriation of profits, the election of Supervisory B oard members, the appointment of the auditor, amendments to the Articles of Association and capital measures).

Transparency

Masterflex SE attaches great importance to providing consistent, comprehensive and timely information. Reporting on the company's performance takes place via the internet, in annual and interim reports and announcements, at analyst, press and general capit al market conferences, and through ad hoc and press releases.

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

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

Conflicts of interest, should any arise, are discussed in detail and disclosed where necessary, and are taken into account when assessing the independence of each Supervisory Board member. No conflicts of interest have been identified or disclosed in the p ast.

Accounting and auditing

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the supplementary German statutory provisions applicable pursuant to section 315e(1) of the German Commercia l Code (HGB). Once prepared by the Management Board, the consolidated financial statements are audited by the statutory auditor and, in turn, reviewed and, where applicable, approved by the Supervisory Board. The annual financial statements are prepared in accordance with German commercial law (HGB/AktG). Once prepared by the Management Board, the annual financial statements are audited by the statutory auditor and, in turn, reviewed and, where applicable, adopted by the Supervisory Board. The consolidated management report is also reviewed by the auditor and the Supervisory Board. The interim reports are not subject to an audit review. In addition, monthly internal reporting is carried out in accordance with International Financial Reporting Standards (IFRS ). For competitive reasons, all information regarding the Group companies is disclosed in the consolidated financial statements, with the exception of the individual profit and loss statements.

It has been agreed with the auditor that they will immediately inform the financial experts on the Supervisory Board of any significant findings and events during the audit.

Key performance indicators and control system

Earnings and liquidity ratios form the core of corporate management. With regard to the key figures used for corporate management, we refer to the comments in the 2025 Summary Management Report under Section A "Management System".

Masterflex Share

Key figures of the Masterflex share

		2025	2024	2023	2022	2021	2020
Number of shares ( 31 Dec. )	Shares	9 ,752 ,460	9 ,752 ,460	9 ,752 ,460	9 ,752 ,460	9 ,752 ,460	9 ,752 ,460
Number of treasury shares	Shares	134 ,126	134 ,126	134 ,126	134 ,126	134 ,126	134 ,126
Mark et capitalisation * ( 31 Dec .)	EUR million	136.6	90 .2	80 .4	79 .3	62 .1	54 .3
Opening price	E UR	9 .38	8 .40	8 .78	6 .42	5.70	4 .62
Closing price	E UR	14.20	9 .38	8 .36	8 .24	6 .46	5.65
Highest price	E UR	14 .9 5	11.90	12.70	9 .50	7.82	6 .40
Lowest price	E UR	8 .36	7.62	7.26	5.65	5.65	3.12
Share p erformance	%	+51.4 %	+12.2%	+1.5%	+27 .6%	+14 .3%	+26 .1%
Dividend per share	EUR	0 .30	0 .27	0 .25	0 .20	0 .12	0 .08
E arnings per share	EUR	0 .91	0 .86	0 .83	0 .81	0 .34	0 .08
Free float	%	37 .7%	37 .0%	42 .0%	42 .0%	42 .0%	41.8%

All figures are based on Xetra prices * excluding treasury shares

The stock market year 202 5

The stock market year 2025 was characterised worldwide by high volatility, geopolitical tensions and far -reaching monetary and fiscal policy decisions. Despite these uncertainties, international equity markets performed well and ended the year with signifi cant gains.

A key driver of the European equity markets was the German government's economic policy reorientation in the spring. The announcement of a significant relaxation of the debt brake, alongside a comprehensive investment programme in infrastructure, energy an d defence, led to a noticeable boost in confidence on the capital markets. As a result, European equity indices, led by the DAX, recorded strong price rises.

By contrast, the erratic trade policy of the US government under President Trump caused considerable market turbulence on several occasions during the year. For instance, the expansion of existing tariffs announced in April as part of a so -called "Liberati on Day" triggered sharp price falls. However, due to massive market reactions, the US government partially backed away from the measures after only a short time, which helped the stock markets to recover.

Monetary policy remained a key influencing factor. Due to falling inflation rates, the European Central Bank cut its key interest rate in four stages over the course of the year to 2.0%. The US Federal Reserve initially acted cautiously, but also initiated a cycle of easing in the autumn and reduced the key interest rate to 3.5% by December.

Against this backdrop, the major share indices recorded considerable gains over the course of the year. However, US markets fell short of expectations for European investors due to the weakness of the dollar and the heavy concentration of shares in high -te ch and AI -related stocks. The S&P 500 recorded a gain of 16.8% on a dollar basis, the Dow Jones of 13.6% and the Nasdaq 100 of 19.9%. However, the dollar came under considerable pressure and lost around 12% against the euro over the course of the year, mea ning that the return on a euro basis fell to 3.2%, 0.5% and 6.2%, respectively. By contrast, European markets performed strongly, led by Spain, Italy and Germany. The DAX, MDAX and SDAX all achieved double -digit returns, posting gains of 23.0%, 19.7% and 2 5.3%.

With a gain of 51.4% in 2025, the Masterflex share outperformed the DAX, MDAX and SDAX significantly. In addition, Masterflex SE paid a dividend of EUR 0.27 per share to shareholders in 2025. Starting from an opening price of EUR 9.38 at the beginning of the year, the share hit its annual low of EUR 8.36 on 7 April 2025 following 'Liberation Day'. Over the course of the rest of the year, the share price rose well above the EUR 10 mark, reaching its annual high of EUR 14.95 on 18 August 2025. The year -end closing price was EUR 14.20. The average daily trading volume across all German trading ve nues totalled 3,083 shares per day in the reporting year (previous year: 4,304 shares per day).

As at 31 December 2025, the market capitalisation of Masterflex SE stood at EUR 136.6 million, with 9,618,334 shares outstanding and a closing price of EUR 14.20. As at the 2024 year -end, market capitalisation stood at EUR 90.2 million, based on the same n umber of shares and a closing price of EUR 9.38 (all figures based on Xetra prices).

Masterflex share price performance in 2025 compared to the SDAX

Shareholder structure

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

The two largest shareholders of Masterflex SE are J.F. Müller & Sohn AG, with a shareholding of 22.03%, and Grondbach GmbH, whose shareholding stands at 20.01%. SVB GmbH & Co. KG is the third -largest anchor shareholder with a stake of 7.21%. Management hol ds a significant position amounting to 6.61% of the share capital. Lazard Frères Gestion S.A.S. holds a 5.04% stake. In addition, Masterflex SE holds approximately 1.40% of the share capital in the form of treasury shares. The free float stood at 37.70% as at the balance sheet date of 2025 (31 December 2024: 36.98%). The shareholder structure of Masterflex SE is characterised by a high degree of stability and is predominantly comprised of long -term -oriented family offices, which, like the management's commi tment, reflects the high level of confidence in Masterflex SE's growth strategy.

Reportable shareholders (3% or more):

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

Analyste Research

Masterflex SE shares are listed on the Prime Standard of the Frankfurt Stock Exchange and are regularly analysed and rated by renowned research firms.

In his research update dated 6 November 2025, equity analyst Bastian Brach of Hamburg -based Montega AG recommends Masterflex shares with a target price of EUR 21.00 per share and a 'Buy' rating. In his analysis dated 8 October 2025, analyst Alexander Neube rger of Metzler Research sets a target price of EUR 16.00 per share and also issues a "Buy" recommendation. The experts at small -cap specialist Bank M/SMC Research also reaffirmed their "Buy" rating for Masterflex shares on 6 November 2025, with a target p rice of EUR 19.10.

Taking the aforementioned reports into account, the average analyst price target stands at EUR 18.70 per share. Based on this and the Xetra closing price of EUR 14.20 on 30 December 2025, this implies a price potential of 31.7% for the Masterflex share.

Detailed information on the reports is available to interested investors at www.masterflexgroup.com under Investor Relations/The Masterflex Share/Analyst Ratings.

Annual General Meeting 202 5

The Annual General Meeting took place on 12 June 2025 as an in -person event in Gelsenkirchen. The shareholders expressed their confidence in the Management Board and Supervisory Board for the 2024 financial year by a large majority and approved all items o n the agenda by a clear majority. Attendance stood at 64.01% of the share capital (2024: 57.78%).

Dividend

Masterflex SE pursues a dividend policy geared towards continuity and continued to do so in 2025. A dividend of EUR 0.27 (2024: EUR 0.25) per dividend -bearing share was distributed to shareholders from Masterflex SE's retained earnings as at 31 December 20 24. The total dividend payout amounted to approximately EUR 2,596,950.18 (2024: EUR 2,404,583.50).

Capital market communication

The Masterflex Group maintains an open policy of providing information to all capital market participants in a timely and comprehensive manner. Where the Masterflex Group's competitive position as one of the few listed hose manufacturers permits, data is p rovided in as much detail as possible. The aim of capital market communication is to enhance the perception of the Masterflex share through a high degree of transparency and regular dialogue with investors, analysts and members of the press, e.g., during q uarterly conference calls, thereby contributing to a fair valuation of the share. During the reporting period, the Management Board intensified its contact with capital market participants through virtual, hybrid and in -person roadshows and investor confer ences (Metzler Small Cap Days, Hamburg Investor Days) as well as other formats. Furthermore, the management of Masterflex SE maintained an ongoing dialogue with the press, investors and financial analysts, as well as the financial community.

Financial c alendar 2026

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

31 March	Publication of the Consolidated Financial Statements for 2025
14–16 April	Metzler Small Cap Days
7 May	Q1/202 6 Announcement
10 June	Annual General Meeting
6 August	Half -year report 202 6
26 –27 August	HIT Hamburg Investors Days
4 November	Q3/202 6 Announcement

Share information

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

C OMBINED MANAGEMENT R EPORT

Combined Management Report of the Masterflex Group and Masterflex SE for the 2025 financial year

A. Principles of the Group

Organisation and Management Structure

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

The main production sites of the internationally active Masterflex Group, which comprises 15 operating subsidiaries, are Gelsenkirchen, Düsseldorf, Halberstadt, Norderstedt and Houston (USA). In addition, the Masterflex Group has branches at various locati ons in Europe, America and Asia, some of which feature small production lines and distribution partnerships. In 2025, a new company was founded in Morocco, which will commence operations in 2026.

The Group's structure:

Value proposition

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

The development, production and engineering -oriented marketing of high -tech hoses and connection systems, together with the associated consultancy approach, offer the Masterflex Group long -term growth potential. A key advantage is the wide range of applica tions for Masterflex hose systems across a variety of different industries. In addition, we now actively support our customers in optimising their sustainability through our developments, newly acquired expertise, product solutions and complementary servic es. For example, through the proper disposal of hoses, we help to reduce our customers' carbon footprint.

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

The market for high -tech hoses

The Masterflex Group focuses on the market for high -tech hoses and connection systems, thereby occupying the niche market for specialist hoses. These hoses are used in a wide range of industries.

Market analysis: speciality hoses

Customers in the specialty hose segment are primarily from the manufacturing sector, including industrial applications (B2B market). They range from global corporations, through wholesalers and medium -sized industrial firms, to small, regionally based busi nesses. Due to the difficulty in acquiring the necessary expertise in materials, processing and applications, as well as the diverse range of uses for high -performance plastics, this is a market characterised by significant barriers to entry, good margins and sound growth prospects. This market is characterised by small batch sizes in both production and sales, as well as by the need for intensive consultancy and development expertise for customer -specific solutions. In contrast, the market for hoses as mas s-produced goods, which is better known to the general public, tends to focus on large batch sizes, lower margins and major international suppliers.

Dynamic growth in line with relevant industry trends

The application areas for Masterflex's specialist hoses focus on critical and particularly demanding manufacturing and application sectors that require technological expertise, material competence and precision.

Demand is therefore shaped both by economic trends in the markets relevant to Masterflex and by the development of hose solutions for new applications. Masterflex supplies a wide range of different industries. These are divided into four groups:

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

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

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

The food and pharmaceutical industries, as well as the emerging markets of laboratory and biotechnology, require – just like the medical technology sector – a high level of manufacturing expertise, with cleanroom technology sometimes being necessary during production. Typical areas of application in the food industry include, for example, large -scale bakeries, confectionery manufacturers and dairies. Extraction, transport, reactor and conveyor hoses from the Masterflex Group are common examples of applicati ons in this sector.

In the pharmaceutical, laboratory and biotechnology industries, the applications for Masterflex hose systems are diverse. Particular expertise lies in their use in high -precision micro -pelletisation and in the cultivation of microbes.

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

Hoses used in the renewable energy sector, particularly in the offshore wind power sector, must be particularly durable and offer a wide temperature range as well as good UV and ozone resistance. Furthermore, heat -shrinkable hoses enable sensitive componen ts to be protected from external influences. Applications include, amongst others, hydrogen production.

To meet these requirements, a high level of technical expertise is needed regarding the properties of the materials used and the service life of the hoses.

We also serve the American market with bespoke products for the air conditioning and ventilation sector. These are found particularly in the public sector, such as in hospitals, schools, sports facilities and universities. Applications here include, for ex ample, medical -grade acoustic ducts, which are also designed to eliminate airflow noise and other unwanted noise influences.

The 'Mobility' group brings together activities in the aviation, rail and automotive industries. Hose systems in the aviation industry make a significant contribution to aircraft safety. In addition to reliability and material durability, the issue of weig ht plays a particularly important role here. Given these specific requirements, specialised hoses in the aviation industry are a system -critical component that may only be sourced from certified and explicitly approved partners. The barriers to market entr y are therefore very high.

Masterflex hoses are used in the exhaust control of ECU systems, for air distribution within the cabin, in vacuum toilets, and in bleed air systems in almost all aircraft types. All Masterflex components used are manufactured using lightweight construction . Another product range comprises ground support equipment hoses, e.g. for waste disposal from aircraft in parking positions, known as toilet service unit (TSU) hoses.

Specialist hoses in the automotive industry serve to ensure the functionality of sub -assemblies within the car. Seat technology and adaptive aerodynamics are prime examples of applications for Masterflex hoses.

Due to these areas of application within the automotive industry, Masterflex is independent of the type of powertrain (combustion engine or electric). With the rise of e -mobility, we anticipate increased use of innovative lightweight components, which furt her aligns with our area of expertise.

As a specialist area, Masterflex also offers a product range for motorsport. This includes: engine air technology for rally cars, protective hoses, ventilation, fluid supply and fuel line protective hoses.

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

The optimal definition of a manufacturing process increases production efficiency, optimises material flow and ultimately leads to an improved environmental footprint. A steadily increasing level of automation and flexibility inevitably leads to increased demand for specialised hoses, which are essential as connection solutions in the process industry and in the field of robotics.

For example, in automotive manufacturing, Masterflex hose systems are used in critical production areas. These include paint shops, test areas and test benches. Reliable and safe operation when handling chemically aggressive media and gases is the challeng e facing connection systems in the semiconductor industry. Extensive expertise in materials, ranging from specified raw materials to the selection of high -purity materials, ensures the highest quality in terms of purity and dimensional stability in the end customers' manufacturing processes.

Strategy

The Masterflex Group's strategy pursues ambitious short -term, medium -term, medium - and long -term goals. The short - and medium -term focus includes strengthening market positioning, securing and increasing profitability, and further growth of the Group, to b e achieved both organically and through acquisitions, joint ventures, equity investments and partnerships. The long -term goal is the expansion and transformation of the business model into a circular economy, thereby offering alternative purchasing and usa ge models for hose and connection solutions as part of the Group's HERO@ZERO strategy. The Masterflex Group's strategy is based on three key strategic pillars: profitability, growth and the circular economy.

The "ZERO" element is the cornerstone for long -term growth through the strategic expansion of the business model, involving the transition of the product portfolio to a circular economy. Digitalisation, based on the Masterflex data platform AMPIUS, makes a n important contribution to this. The aim is to create a data - and service -based business model that meets the high requirements for circularity, decarbonisation and sustainability and offers additional economic potential by addressing the second half of t he life cycle of Masterflex products .

I. Profit ability

At the Masterflex Group, a strong focus on returns is consistently practised across all hierarchical levels and companies. Masterflex continuously invests in the further networking and automation of production, thereby actively and continuously driving for ward digitalisation and automation as well as improvements in process efficiency and quality. The lean manufacturing approach is implemented consistently and continuously, involving all employees across all production, sales and administrative areas, in or der to maximise value creation, use resources efficiently, optimise material usage and work processes, and ultimately increase productivity and customer satisfaction. Investments are aligned with the Group's profitability targets via corresponding ROI crit eria. The exploitation of economies of scale and targeted efficiency improvements ensure the Masterflex Group's long term margins and competitiveness.

II. Growth

The Masterflex Group's growth is based on the potential of the global rollout of the entire product range, innovative new products and materials, and an increase in the depth of value creation through the manufacture of system components and end products. Masterflex differentiates itself from the competition through technological expertise and product quality, which are based on broad process and material expertise and an innovation strategy encompassing the sustainable, recyclable use of resources, the opt imisation of traditional products and innovative connection solutions. A high level of consulting expertise is a decisive success factor in jointly developing ideas and development directions for new products with customers.

The strategic promotion of growth encompasses organic initiatives as well as inorganic growth through acquisitions (M&A), partnerships or joint ventures. Masterflex is already represented by its own subsidiaries in Europe, North and South America and Asia, and will commence operations in the newly established company in Morocco in 2026. The aim is to further expand its market presence. The regular assessment of further market development and acquisition opportunities is therefore an essential component of t he long -term growth strategy. In the area of M&A, Masterflex is pursuing three main directions: regional expansion with a focus on North America and Europe, the expansion of technological expertise, and sector -specific expansion.

III. Circular economy

The increasingly apparent scarcity of resources is driving sustainable usage and consumption solutions at virtually all levels and in all areas of material use. The transition to a circular economy to conserve natural resources and protect people and the e nvironment is being shaped by public initiatives. As part of this, the use of plastics must meet the highest standards of recyclability and environmental compatibility. Masterflex products already meet high standards of reusability and environmental compat ibility.

With its HERO@ZERO corporate strategy, Masterflex is playing an active role in the transition to a circular economy. To this end, Masterflex is working to establish a circular economy system for hose and connection solutions. This is underpinned by digital isation projects, such as the AMPIUS hose management system, which creates the digital foundations for a circular system, as well as various network projects with cooperation partners to establish optimal logistical structures and processes for the circula r economy. Furthermore, Masterflex is continuing to expand its in depth expertise in materials, products and applications within the field of hose and connection technology. As part of recycling projects, Masterflex is working on technologies for the sorti ng and processing of materials by type, as well as on new products optimised for the circular economy. The vision of HERO@ZERO is the transformation into an innovative Product -as -a-Service (PaaS) model, in which customers pay for the use of products rather than buying them. This enables predictable revenue, reduces resource consumption and creates additional value for our customers. By implementing this strategy, Masterflex is positioning itself even more strongly as the ideal partner for high -tech hoses an d connection solutions and is capitalising on the economic potential of the second half of the products' life cycle.

Control system

Internal control system

The starting point for strategic corporate planning is a five -year plan, updated annually, which includes a profit and loss account, balance sheet, capital expenditure and liquidity projections. The budget for the following financial year is derived from t his strategic plan and broken down into individual months. The Group and Masterflex SE are managed through monthly plan -versus -actual variance analyses. Forecasts are prepared on a quarterly basis, thereby enabling a rolling earnings forecast into the futu re. Management is informed on a weekly basis of the previous week's turnover and order intake. As part of monthly reporting, the operating result (Earnings before interest and taxes – EBIT) for the entire Group is reported to the full Management Board.

The financial performance indicators most important to us – i.e., the key performance indicators as defined by DRS 20 – are based on liquidity and enterprise value within the Masterflex Group. These are, in particular, revenue and EBIT, comparing actual, t arget (budget) and prior -year figures.

Research and Development

As an award -winning TOP 100 Innovator, the Research and Development (R&D) division is a central pillar of the Masterflex Group's success. By developing innovative products and processes, we are able to offer hoses and customised connection solutions tailor ed to our customers' requirements.

The subsidiaries of Masterflex SE have their own independent R&D units. Collaboration between the companies and corporate brands is actively encouraged and forms the basis of an efficient and customer -oriented development process. In particular, our innova tion process (Stage -Gate process) has proven effective in shortening the lead times for new products.

In regular project and milestone meetings, developments are discussed and reviewed in terms of market, technical and customer aspects, as well as their economic relevance. External partners from research institutes or our selected supplier base are consult ed for this purpose. This ensures that potential innovations are analysed from a market perspective, with regard to new technologies and in terms of the raw materials required.

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

When it comes to our product innovations, we assess on a case -by -case basis whether it is necessary and legally possible to apply for patents or other intellectual property rights to protect our intellectual property, or whether doing so makes sense within the framework of our corporate strategy.

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

Digital Transformation

Under the heading of "digital transformation", we encompass both our activities in the context of the increasing interconnection of processes and systems through intelligent connectivity solutions, and the advancement of networking and automation within ou r own production and value chains.

To meet future regulatory requirements, establish sustainable value chains and use resources more efficiently, the Masterflex Group develops innovative digital solutions for data collection and management. These enable materials to be precisely identified, their use documented and their recyclability ensured. In doing so, we rely on forward looking technologies such as sensor technology, cloud systems and intelligent interfaces to ensure seamless integration into existing processes. Our aim is to increase t ransparency throughout the entire supply chain and lay the foundations for a sustainable, digital flow of materials and information.

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

Innovative materials

The high -tech plastics processed by Masterflex offer significant potential as substitutes for conventional materials, particularly steel and rubber. In this context, the Masterflex Group's material expertise also extends to the use of recyclable plastics w hilst ensuring the same material properties. It is a stated aim of the innovation strategy to continue expanding the portfolio of materials used in the future. To minimise the use of fossil resources in the future, biodegradable materials have recently bee n added to the portfolio. To this end, Masterflex also works closely with research institutions such as the Fraunhofer Institute and the Braungart EPEA Institute, led by the world's leading scientist in this field, Prof. Dr Michael Braungart.

Engineering services and consultancy

The connection solutions developed by our engineers are the driving force behind the Masterflex Group's innovation strategy. Our customers always seek our expertise in processes, systems and materials when dealing with non -standardised manufacturing proces ses. The individual nature of manufacturing processes or application areas, as well as the shift towards sustainable processes, requires engineering expertise in independent customer development projects.

In recent years, the Masterflex Group's in -house value chains have also been significantly expanded. In addition to simpler finishing processes such as bonding and joining, more complex assembly and construction steps have also been implemented. Based on o ur engineering services, we can now offer complete product development and design, even in highly regulated sectors such as medicine and aviation, including regulatory approvals where required.

External evaluations

In 2026, the Masterflex Group was once again included in the University of St. Gallen's World Market Leader Index, meaning it has been among the current world market leader champions for many years.

In 2026, the Masterflex Group was also named a TOP 100 Innovator for the fifth time (following 2016, 2019, 2021 and 2024), making it one of the most innovative companies and, according to the TOP 100, one of Germany's "shapers of the future". TOP 100 is t he only innovation competition to recognise medium -sized companies for their innovation management and innovation success. The Masterflex Group particularly impressed in the 'Innovative Processes and Organisation' category.

B. Economic Report

General economic conditions

According to the Kiel Institute for the World Economy (IfW Kiel), the global economy developed stably in 2025 at the previous year's level despite increased economic uncertainty, with estimated global output growth of 3.3% (2024: 3.3%). The negative impact of trade conflicts, in particular the new protectionist US trade policy, was offset by the positive effects of an investment boom in the field of artificial intelligence . 1

Aggregate economic output in advanced economies continued to grow at the moderate pace seen in the previous year throughout 2025. However, growth in the US economy, the Masterflex Group's most important non -European market, slowed noticeably. The main driv ers of growth in 2025 were private consumption and investment . 2 Inflation declined only slightly, which was attributable, among other things, to price increases resulting from the passing on of tariffs. Accordingly, the annual average inflation rate stood at 2.8% 3 compared with 3.0 %4 in the previous year . GDP in the USA rose by 2.2% ⁵ , which was noticeably less than in the previous year (2024: +2.8%).

By contrast, overall economic output in Europe performed well, with economic growth picking up over the course of the year to 1.5% in the EU and 1.4% in the United Kingdom . ⁶ Whilst the Japanese economy returned to growth and Chinese growth remained stable at 5.0%, India managed to further boost its growth momentum. Other Asian economies, particularly Thailand, on the other hand, tended to be weaker . 7

According to the IfW, global inflation continued to fall in 2025, driven mainly by Latin America and Africa. For advanced economies, however, the IfW forecasts only modest progre .

According to initial calculations by the Federal Statistical Office (Destatis), Germany's price -adjusted gross domestic product (GDP) recorded modest growth of 0.2% in 2025, following the preceding years of recession . 9 The main drivers of growth were higher consumer spending by private households and government expenditure. The export sector, by contrast, was weighed down by higher US tariffs, a rise in the value of the euro and stronger competition from China. Furthermo re, investment levels fell once again, both in equipment and in construction . 10

Consumer prices in Germany rose by 2.2% on average in 2025 compared with 2024. As reported by the Federal Statistical Office (Destatis), the inflation rate for 2025 was thus at the same level as in the previous year. In 2024, it had also stood at 2.2% . 11

The inflation rate in the euro area followed a similar trend. Here too, the main drivers of price rises were food and services. Energy prices, by contrast, fell . 12 Against this backdrop, private consumer spending rose slightly more than in the previous year. Growth in fixed capital formation was even more pronounced, whilst foreign trade made a negative contribution to growth . 13 Overall, GDP in the euro area performed noticeably better than in the previous year, recording growth of 1.5% (2024: 0.8%). Other European countries, such as the UK (+1.4% after +1.1% in 2024) and Switzerland (+1.3% after +1.4% in 2024), performed less str ongly 14 . The ifw forecast that inflation in the eurozone would continue to fall to an annual average of 2.1% (2024: 2.4%) 15 .

• 2 https://www.bea.gov/news/2026/gdp -advance -estimate -4th -quarter -and - year -2025
• https://www.cbo.gov/publication/62105
• 4 https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/
• 5 https://www.bea.gov/news/2026/gdp -advance -estimate -4th -quarter -and - year -2025
• 6 https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/
• https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/
• 8 https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/
• https://www.destatis.de/DE/Presse/Pressemitteilungen/2026/01/PD26\_035\_811.html 10 https://www.destatis.de/DE/Presse/Pressemitteilungen/2026/01/PD26\_017\_811.html
• 11 https://www.destatis.de/DE/Presse/Pressemitteilungen/2026/01/PD26\_019\_611.html
• 12 https://ec.europa.eu/eurostat/de/web/products -euro -indicators/w/2 -07012026 -ap
• ¹³https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/
• 14 https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/

¹ https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/

https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/

Business Performance

The 2025 financial year was challenging against the backdrop of a market environment that remained demanding. On the earnings side, the Masterflex Group was able to further improve its overall profitability. The economic headwinds were particularly evident in Germany and were felt most acutely in the customer sectors grouped under "Tech". Sales also declined in the retail sector.

Revenue rose to EUR 102,578 thousand in the 2025 financial year (previous year: EUR 98,071 thousand), driven in particular by positive developments in the Infrastructure and Life sector groups. EBIT rose to EUR 13,684 thousand in the 2025 financial year (p revious year: EUR 12,534 thousand).

In parallel with this, the Group's balance sheet and financing structure was further strengthened. Financial liabilities fell to EUR 15,118 thousand as at 31 December 2025 (31 December 2024: EUR 20,534 thousand), in particular due to the repayment of debt amounting to EUR 4,000 thousand in the 2025 financial year (2024: EUR 5,000 thousand). Net debt fell significantly to EUR 2,725 thousand (31 December 2024: EUR 8,950 thousand); as a result, the ratio of net debt to operating EBITDA improved to 0.1 at the e nd of the year (31 December 2024: 0.5). Equity increased to EUR 69,015 thousand (31 December 2024: EUR 63,585 thousand); the equity ratio thus rose to 73.3% (31 December 2024: 67.7%). Cash and cash equivalents stood at EUR 12,393 thousand as at 31 December 2025 (31 December 2024: EUR 11,584 thousand).

Masterflex SE's revenue rose by 11% in 2025 to EUR 23,519 thousand (previous year: EUR 21,191 thousand). In the 2025 financial year, Masterflex SE generated a net profit of EUR 8,356 thousand, which was EUR 1,359 thousand higher than in the previous year ( previous year: EUR 6,997 thousand).

Position

1 Group Earnings

		2025		2024		Change
	T€	%	T€	%	T€	%
Revenue	102,578	99.8	98,071	100.1	4,507	4.6
Changes in inventories	56	0.1	-204	-0.2	260	-127.5
Other own work capitalised	132	0.1	73	0.1	59	80.8
Total output	102,766	100.0	97,940	100.0	4,826	4.9
Other operating income	785	0.8	561	0.6	224	39.9
Operating performance	103,551	100.8	98,501	100.6	5,050	5.1
Cost of materials	-27,991	-27.2	-28,109	-28.7	118	-0.4
Personnel expenses	-37,332	-36.3	-35,657	-36.4	-1,675	4.7
Depreciation and amortisation	-5,551	-5.4	-5,446	-5.6	-105	1.9
Other operating expenses	-18,371	-18.0	-16,226	-16.7	-2,145	13.2
Other taxes	-348	-0.3	-352	-0.4	4	-1.1
Operating expenses	-89,593	-87.2	-85,790	-87.8	-3,803	4.4
EBIT (operational)	13,958	13.6	12,711	13.0	1,247	9.8
Non -operating effects	-274		-177		-97
EBIT	13,684	13.3	12,534	12.8	1,150
Financial result	-1,161		-1,318		157
Earnings before income taxes	12,523		11,216		1,307
Income taxes	-3,767		-2,930		-837
Consolidated net income for the year	8,756		8,286		470
Thereof:
Non - controlling interests	43		56		-13
Attributable to the shareholders of Masterflex SE	8,713		8,230		483

1.1 Revenue development and order intake

Consolidated revenue amounted to EUR 102,578 thousand in the 2025 financial year, compared with EUR 98,071 thousand in the previous year. This represents a 4.6% increase in revenue. The increase is attributable in particular to positive performance in the Infrastructure and Life business groups, as well as strong performance by the US sub -group.

As at 31 December 2025, the order book remained at a high level, standing at EUR 19.8 million (31 December 2024: EUR 19.8 million). The order book thus remained broadly at the previous year's level.

In 2025, the focus was on the US sub -group – despite negative currency effects – and Novoplast's medical division. The share of medical technology rose from 18% in the 2024 financial year to 21% in the 2025 financial year.

The economic headwinds were felt most strongly in Germany within the customer sectors grouped under 'Tech'. Sales also declined moderately in the retail sector.

1.2 Development of earnings

Earnings before interest and income tax (EBIT) rose to EUR 13,684 thousand in the 2025 financial year, up from EUR 12,534 thousand in the previous year. This corresponds to an EBIT margin of 13.3% of consolidated revenue (2024: 12.8%). The EBIT margin was thus increased once again.

The development of the earnings situation is as follows:

In the 2025 financial year, changes in inventories amounted to EUR 56 thousand (2024: EUR -204 thousand). The capitalisation of other own work amounted to EUR 132 thousand (2024: EUR 73 thousand). Total operating revenue thus increased to EUR 102,766 thous and (2024: EUR 97,940 thousand). Other operating income rose to EUR 785 thousand (2024: EUR 561 thousand), resulting in operating revenue of EUR 103,551 thousand (2024: EUR 98,501).

Cost of materials amounted to EUR 27,991 thousand (2024: EUR 28,109 thousand). Relative to total operating revenue, the cost of materials ratio fell to 27.2% (2024: 28.7%). The decline in the cost of materials and the improved material utilisation ratio ar e attributable to a shift in the sales mix towards higher -margin customer sectors (mix effect), productivity improvements (avoidance of start -up scrap) and the increased use of recycled material in production processes, as well as successful procurement ma nagement. Staff costs rose to EUR 37,332 thousand (2024: EUR 35,657 thousand); the labour intensity ratio stood at 36.3% (2024: 36.4%). The increase in absolute personnel costs is attributable in particular to annual wage and salary increases as well as to the slight rise in the number of employees (2025: 605, 2024: 601).

Depreciation and amortisation increased to EUR 5,551 thousand (2024: EUR 5,446 thousand). Other operating expenses, at EUR 18,371 thousand, were higher than in the previous year (2024: EUR 16,226 thousand). The difference is primarily attributable to highe r sales costs, premises operating costs and exchange rate differences. Other taxes amounted to EUR 348 (2024: EUR 352). Total operating expenses amounted to EUR 89,593 (2024: EUR 85,790).

Operating EBIT rose to EUR 13,958 thousand (2024: EUR 12,711 thousand). Adjusted for non -operating effects amounting to EUR 274 thousand (2024: EUR 177 thousand), EBIT amounted to EUR 13,684 thousand (2024: EUR 12,534 thousand). The non -operating effects m ainly comprise restructuring costs.

The financial result improved to EUR -1,161 thousand (2024: EUR -1,318 thousand). Consequently, earnings before tax (EBT) rose to EUR 12,523 thousand (2024: EUR 11,216 thousand). Income tax amounted to EUR 3,767 thousand (2024: EUR 2,930 thousand). The con solidated net profit for the year amounted to EUR 8,756 thousand (2024: EUR 8,286 thousand). After deducting non -controlling interests of EUR 43 thousand (2024: EUR 56 thousand), EUR 8,713 (2024: EUR 8,230 thousand) was attributable to the shareholders of Masterflex SE. Earnings per share rose from EUR 0.86 to EUR 0.91.

1.3 Comparison of actual performance with the forecast

The forecast provided in the consolidated management report for 2024 for the 2025 financial year assumed consolidated revenue in the range of EUR 100.0 million to EUR 105.0 million and EBIT in the range of EUR 12.0 million to EUR 15.0 million.

In fact, the Masterflex Group generated consolidated revenue of EUR 102.6 million (EUR 102,578 thousand) and EBIT of EUR 13.7 million (EUR 13,684 thousand) in the 2025 financial year. Both revenue and EBIT were therefore within the forecast ranges. The for ecast for the 2025 financial year was therefore met.

2 Net assets of the Group

2.1 Asset structure

		2025		2024		Change
	T€	%	T€	%	T€	%
Intangible assets	13,204	14.0	13,251	14.1	-47	-0.4
Property, plant and equipment	34,888	37.1	36,116	38.5	-1,228	-3.4
Financial assets	112	0.1	86	0.1	26	30.2
Other assets	209	0.2	66	0.1	143	216.7
Deferred taxes	676	0.7	364	0.4	312	85.7
Non - current assets	49,089	52.1	49,883	53.2	-794	-1.6
Inventories	20,223	21.5	21,844	23.3	-1,621	-7.4
Receivables and other assets	12,470	13.2	10,579	11.2	1,891	17.9
Current assets	32,693	34.7	32,423	34.5	270	0.8
Cash and cash equivalents	12,393	13.2	11,584	12.3	809	7.0
	94,175	100.0	93,890	100.0	285	0.3

The balance sheet total increased slightly by 0.3% from EUR 93,890 thousand as at 31 December 2024 to EUR 94,175 thousand as at 31 December 2025. The development of the assets side is characterised by a moderate reduction in non -current assets, accompanied by a slight increase in current assets and a rise in cash and cash equivalents.

Non -current assets amounted to EUR 49,089 thousand as at 31 December 2025 (31 December 2024: EUR 49,883 thousand), representing a decrease of 1.6% compared with the level as at 31 December 2024. Intangible assets remained virtually stable at EUR 13,204 tho usand (31 December 2024: EUR 13,251 thousand). Intangible assets include goodwill amounting to EUR 9,187 thousand. This was confirmed in the annual impairment test. Property, plant and equipment decreased to EUR 34,888 thousand (31 December 2024: EUR 36,11 6 thousand), primarily due to the effects of IFRS 16 on land and buildings. This was offset in particular by higher deferred taxes of EUR 676 thousand (31 December 2024: EUR 364 thousand) and an increase in other assets of EUR 209 thousand (31 December 2024: EUR 66 thousand).

Current assets increased slightly to EUR 32,693 thousand as at 31 December 2025 (31 December 2024: EUR 32,423 thousand). Inventories fell to EUR 20,223 thousand (31 December 2024: EUR 21,844 thousand), primarily due to a reduction in stocks of raw material s, consumables and supplies, whilst receivables and other assets rose to EUR 12,470 thousand (31 December 2024: EUR 10,579 thousand). This increase is mainly attributable to the rise in trade receivables and higher sales volumes.

Cash and cash equivalents increased to EUR 12,393 thousand as at 31 December 2025 (31 December 2024: EUR 11,584 thousand).

2.2 Capital structure

		2025		2024		Change
	T€	%	T€	%	T€	%
Group equity	68,649	72.9	63,206	67.3	5,443	8.6
Non - controlling interests	366	0.4	379	0.4	-13	-3.4
Equity	69,015	73.3	63,585	67.7	5,430	8.5
Provisions	268	0.3	265	0.3	3	1.1
Financial liabilities	13,613	14.4	18,886	20.1	-5,273	-27.9
Other liabilities	550	0.6	588	0.6	-38	-6.5
Deferred taxes	891	0.9	1,052	1.1	-161	-15.3
Non - current liabilities	15,322	16.2	20,791	22.1	-5,469	-26.3
Provisions	153	0.2	145	0.2	8	5.5
Financial liabilities	1,505	1.6	1,648	1.8	-143	-8.7
Other liabilities	8,180	8.7	7,721	8.2	459	5.9
Current liabilities	9,838	10.5	9,514	10.2	324	3.4
	94,175	100.0	93,890	100.0	285	0.3

The Masterflex Group's equity increased to EUR 69,015 thousand as at 31 December 2025 (31 December 2024: EUR 63,585 thousand). The equity ratio thus rose to 73.3% (31 December 2024: 67.7%). Consolidated equity amounted to EUR 68,649 thousand as at 31 December 2025 (31 December 2024: EUR 63,206 thousand). Non controlling interests stood at EUR 366 thousand (31 Dec ember 2024: EUR 379 thousand).

The absolute increase in equity of EUR 5,430 thousand is primarily attributable to the Group's net profit for the 2025 financial year of EUR 8,756 thousand. The dividend distribution of EUR 2,597 thousand had a reducing effect on equity (dividend distribut ion 2024: EUR 2,405 thousand).

Non -current liabilities fell to EUR 15,322 thousand as at 31 December 2025 (31 December 2024: EUR 20,791 thousand). This is primarily due to the decrease in non -current financial liabilities to EUR 13,613 thousand (31 December 2024: EUR 18,886 thousand). In the 2025 financial year, liabilities to banks amounting to EUR 4,000 thousand were repaid, meaning that long -term liabilities to banks stood at approximately EUR 11.0 million as at 31 December 2025. Deferred tax amounted to EUR 891 thousand (31 December 2024: EUR 1,052 thousand). Non current provisions stood at EUR 268 thousand (31 December 2024: EUR 265 thousand), and other non -current liabilities at EUR 550 thousand (31 December 2024: EUR 588 thousand).

Current liabilities increased slightly to EUR 9,838 thousand as at 31 December 2025 (31 December 2024: EUR 9,514 thousand). Current financial liabilities amounted to EUR 1,505 thousand (31 December 2024: EUR 1,648 thousand). Other current liabilities rose to EUR 8,180 thousand (31 December 2024: EUR 7,721 thousand), primarily due to higher income tax liabilities. Current provisions amounted to EUR 153 thousand (31 December 2024: EUR 145 thousand).

3 Financial position of the Group

3.1 Principles and objectives of financial management

The short - to medium -term financial management objectives were achieved in 2025. These were, in particular:

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

Equity amounted to EUR 69,015 thousand as at 31 December 2025 (31 December 2024: EUR 63,585 thousand). With total assets remaining virtually unchanged, the equity ratio thus rose to 73.3% as at 31 December 2025 (31 December 2024: 67.7%).

The gearing ratio (net debt/operating EBITDA) improved to 0.1 as at 31 December 2025 (31 December 2024: 0.5) due to higher operating EBITDA combined with significantly lower net debt.

3.2 Financi ng analysis

The Masterflex Group's cash and cash equivalents amounted to EUR 12,393 thousand as at 31 December 2025 (31 December 2024: EUR 11,584 thousand). Non -current financial liabilities fell to EUR 13,613 thousand as at 31 December 2025 (31 December 2024: EUR 18,886 thousand), whilst current financial liabilities stood at EUR 1,505 thousand (31 December 2024: EUR 1,648 thousand). As a result, total financial liabilities fell to EUR 15,118 thousand as at 31 December 2025 (31 December 2024: EUR 20,534 thousand) and net debt to EUR 2,725 thousand as at 31 December 2025 (31 December 2024: EUR 8,950 thousand). Consequently, the ratio of net debt to operating EBITDA stood at 0.1 at the end of the year (31 December 2024: 0.5). This ratio serves as a measure of the Group's debt level and is an indicator of how quickly debt can be repaid.

The reduction in financial liabilities resulted primarily from the repayment of bank borrowings amounting to EUR 4,000 thousand in the 2025 financial year. In addition to the long -term and short -term tranches of the syndicated loan, financial liabilities also include lease liabilities amounting to EUR 4,380 thousand (31 December 2024: EUR 5,701 thousand). The borrowe d funds provided are partially secured. There are no significant off balance -sheet financings.

3.3 Liquidity position

Cash and cash equivalents amounted to EUR 12,393 thousand as at 31 December 2025 (2024: EUR 11,584 thousand). Cash inflows consisted primarily of:

• Positive earnings before interest, taxes, depreciation and amortisation (EBITDA) of EUR 19.5 million
• A decrease in inventories of EUR 1.6 million

The following factors were the main contributors to cash outflows:

• An increase in trade receivables of EUR 1.5 million
• Investments in property, plant and equipment and intangible assets of EUR 4.2 million
• Net loan repayments of EUR 4.0 million
• Payment of a dividend of EUR 2.6 million to the shareholders of Masterflex SE
• Payment of income tax amounting to EUR 4.0 million
• Interest payments of EUR 0.7 million
• Payment of EUR 1.5 million for lease liabilities
• Change in other liabilities of EUR 0.9 million
• Currency effects of EUR 0.9 million
• Non -operating effects of EUR 0.3 million
• Other payments of EUR 0.6 million

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

The Masterflex Group remained solvent at all times in 2025. Furthermore, at the end of 2025, Masterflex SE had an available, undrawn credit facility – subject to compliance with defined covenants – under the syndicated loan agreement amounting to EUR 40.0 million.

Overall assessment of the financial position

Overall, the Group management assesses the Masterflex Group's earnings, assets and financial position as at the balance sheet date against the backdrop

• an overall stable or improved earnings trend,
• continued secure Group financing,
• the stability and strengthening of the Group's equity, and
• a significantly improved ratio of net debt to operating EBITDA of 0.1 (31 December 2024: 0.5) compared with the previous year

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

This also applies to the Management Board's assessment of Masterflex SE. Details are set out in the following section.

Profit, assets and financial position of Masterflex SE

In addition to the reporting on the Masterflex Group, we set out below the performance of Masterflex SE for the financial year 2025.

Masterflex SE is the parent company of the Masterflex Group and is headquartered in Gelsenkirchen, Germany. Its business activities primarily comprise the development, production and sale of high -tech hoses and connection systems made from high -performance plastics in Germany, as well as the oversight and management of the global activities of the Group, the Masterflex Group. Masterflex SE manufactures its hoses and connection systems at its headquarters in Gelsenkirchen and through the Group's domestic and foreign subsidiaries. Sales are conducted via Masterflex SE's sales network, through domestic and foreign subsidiaries, and via selected contractual partners of the Masterflex Group.

The key management functions of the Masterflex Group are the responsibility of the Management Board of Masterflex SE. It defines the Group's strategy and manages the allocation of resources and the organisation of the Group. In addition, the Management Board determines the financing and communication with the Masterflex Group's key target groups and is responsible for global M&A activities. The financial performance of Masterflex SE is primarily shaped by its production and sales success, as well as by its operating subsidiaries. Income from investments arising from profit transfers and profit distributions from the investments is, alongside Masterflex SE's sales performance, of central importance to the financial position of Masterflex SE. Accordingly, the statements in Section C "Opportunities and Risks Report" and the non -financial report published on the Masterflex Group's website also apply in essence to Masterflex SE.

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

Revenue and profit of Masterflex SE

	2025			2024
	T€	%	T€	%	T€	%
Revenue	23,519	99.4	21,191	100.7	2,328	11.0
Changes in inventories	50	0.2	-208	-1.0	258	-124.0
Other own work capitalised	102	0.4	62	0.3	40	64.5
Total output	23,671	100.0	21,045	100.0	2,626	12.5
Other operating income	178	0.8	109	0.5	69	63.3
Operating performance	23,849	100.8	21,154	100.5	2,695	12.7
Cost of materials	-6,171	-26.1	-6,272	-29.8	101	-1.6
Personnel expenses	-11,626	-49.1	-10,886	-51.7	-740	6.8
Depreciation	-1,377	-5.8	-1,355	-6.4	-22	1.6
Other operating expenses	-6,370	-26.9	-5,634	-26.8	-736	13.1
Other taxes	-119	-0.5	-115	-0.5	-4	3.5
Operating expenses	-25,663	-108.4	-24,262	-115.2	-1,401	5.8
Operating result (EBIT)	-1,814	-7.6	-3,108	-14.7	1,294	-41.6
Financial result	12,527		11,785		742
Non -operating effects	-92		-4		-88
Neutral result	362		-113		475
Earnings before income taxes	10,983		8,560		2,423
Income taxes	-2,627		-1,562		-1,065
Net income	8,356		6,997		1,359

Masterflex SE's income statement in accordance with the HGB (abridged form)

Masterflex SE's earnings are largely determined by the high -tech hose and connection systems business at the Gelsenkirchen site, as well as by earnings distributions and earnings transfers from the operating subsidiaries that run this business at other nat ional and international sites.

Masterflex SE's revenue increased by 11.0% year -on -year, reaching EUR 23,519 thousand – an increase of EUR 2,328 thousand compared with the previous year. This means that the revenue forecast, which had anticipated growth of between 1% and 4%, was signific antly exceeded at the parent company level. The main reason for the 11% rise in revenue is, in particular, the increase in intra -group sales. External sales to third parties outside the Group fell, primarily due to the recessionary environment in the targe t sectors supplied by Masterflex SE. There was a significant decline in revenue, particularly in the air conditioning and ventilation sector as well as in the food sector. The aviation infrastructure sector, which is managed by Masterflex SE, performed ver y well.

The increase in inventories amounted to around EUR 50 thousand in the 2025 financial year. This contrasts with the previous year, in which inventories were reduced by EUR 208 thousand. The capitalisation of other own work relates to development projects an d, at EUR 102 thousand in the 2025 financial year, was above the previous year's level of EUR 62 thousand.

Masterflex SE's total operating performance (i.e. the sum of revenue, changes in inventories and other capitalised own work) thus increased from EUR 21,045 thousand in 2024 to EUR 23,671 thousand in 2025, primarily due to the rise in revenue.

At EUR 178 thousand in the 2025 financial year, other operating income was higher than the previous year's figure of EUR 109 thousand.

Consequently, operating performance (defined as the sum of total operating performance plus other operating income) increased by EUR 2,695 thousand to EUR 23,849 thousand in the 2025 financial year.

Due to more efficient production and targeted supplier management, the cost of materials fell in nominal terms and amounted to EUR 6,171 thousand in the 2025 financial year (2024: EUR 6,272 thousand). The material cost ratio (cost of materials as a percent age of total operating revenue) thus improved to 26.1% (2024: 29.8%). This was driven, among other things, by both process optimisations aimed at reducing material consumption in production and the procurement department's supplier management.

Staff costs amounted to EUR 11,626 thousand in the 2025 financial year, compared with EUR 10,886 thousand in the previous year. In percentage terms, the staff cost ratio (staff costs as a percentage of total operating revenue) improved to 49.1%, compared w ith 51.7% in the previous year. This is due to the discontinuation of one -off payments (inflation adjustment bonus) as well as the disproportionately high increase in (internal) revenue.

Other operating expenses increased from EUR 5,634 thousand to EUR 6,370 thousand in the 2025 financial year. The main drivers of this increase were higher premises costs (energy), licence fees – particularly for IT licences – legal and consultancy costs du e to increasing regulation and intensified M&A activities, as well as maintenance costs.

Replacement investments carried out at the Gelsenkirchen site are reflected in slightly higher depreciation and amortisation. Depreciation and amortisation amounted to EUR 1,377 thousand in 2025, compared with EUR 1,355 thousand in the previous year.

Other taxes (primarily property taxes) rose to EUR 119 thousand in 2025, compared with EUR 115 thousand in the previous year.

In summary, the operating result (EBIT) for the 2025 financial year was EUR -1,814 thousand (2024: EUR -3,108 thousand). EBIT was thus at the lower end of the forecast and significantly above the previous year's figure.

The financial result primarily comprises income from investments and profit transfers from subsidiaries. The financial result increased by EUR 742 thousand to EUR 12,527 thousand in 2025.

In 2025, non -operating items included due diligence costs of EUR 92 thousand (previous year: EUR 4 thousand).

Overall, profit before income tax improved from EUR 8,560 thousand in the previous year to EUR 10,983 thousand in the 2025 financial year.

Masterflex SE's net profit for the 2025 financial year amounted to EUR 8,356 thousand (2024: EUR 6,997 thousand).

Development of the financial position of Masterflex SE

		31.12.2025		31.12.2024		Change
	T€	%	T€	%	T€	%
Intangible assets	3,364	3.6	3,468	3.8	-104	-3.0
Property, plant and equipment	12,081	12.8	12,728	14.0	-647	-5.1
Financial assets	57,217	60.6	55,857	61.4	1,360	2.4
Non - current assets	72,662	77.0	72,053	79.2	609	0.8
Inventories	3,401	3.6	3,224	3.5	177	5.5
Receivables and other asset	13,916	14.7	12,997	14.3	919	7.1
Prepaid expenses and deferred charges	500	0.5	574	0.6	-74	-12.9
Current assets	17,817	18.8	16,795	18.4	1,022	6.1
Cash and cash equivalents	3,946	4.2	2,176	2.4	1,770	81.3
Total assets	94,425	100.0	91,024	100.0	3,401	3.7

Masterflex SE's balance sheet total increased by EUR 3,401 thousand to EUR 94,425 thousand as at 31 December 2025. The increase in total assets is primarily attributable to the rise in financial assets, receivables and other assets, as well as changes in cash and cash equivalents.

Non -current assets amounted to EUR 72,662 thousand as at the balance sheet date, representing an increase of EUR 609 thousand compared with the previous year. The change in this item is primarily attributable to the depreciation -related reduction in property, plant and equipment by EUR 647 thousand to EUR 12,081 thousand as at 31 December 2025 and the increase in financial assets resulting from the rise in loans to associated companies by EUR 1,360,000 to EUR 57,217,000 as at 31 December 2025.

Current assets increased by EUR 1,022,000 to EUR 17,817,000 as at 31 December 2025. Inventories rose slightly by EUR 177,000 to EUR 3,401,000 as at 31 December 2025, whilst receivables and other assets rose more significantly from EUR 12,997,000 as at 31 December 2024 to EUR 13,916,000 as at 31 December 2025. Prepaid expenses and deferred charges were EUR 74,000 below the previous year's level of EUR 574,000.

Cash and cash equivalents amounted to EUR 3,946 thousand as at 31 December 2025, which was EUR 1,770 thousand higher than the previous year's figure.

		31.12.2025		31.12.2024		Change
	T€	%	T€	%	T€	%
Issued capital	9,618	10.2	9,618	10.6	0	0.0
Capital reserve	26,120	27.7	26,120	28.7	0	0.0
Retained earnings	4,115	4.4	4,115	4.5	0	0.0
Unappropriated profit	31,771	33.6	26,012	28.6	5,759	22.1
Equity	71,624	75.9	65,865	72.4	5,759	8.7
Liabilities to banks	11,000	11.6	15,000	16.4	-4,000	-26.7
Other provisions	268	0.3	265	0.3	3	1.1
Deferred tax liabilities	820	0.9	777	0.9	43	5.5
Non - current liabilities	12,088	12.8	16,042	17.6	- 3,954	-24.6
Tax provisions	1,808	1.9	1,143	1.3	665	58.2
Other provisions	1,205	1.3	1,035	1.1	170	16.4
Liabilities to banks	0	0.0	0	0.0	0	0.0
Trade payables	576	0.6	451	0.5	125	27.7
Liabilities to affiliated companies	6,936	7.3	6,286	6.9	650	10.3
Other liabilities	188	0.2	202	0.2	-14	-6.9
Current borrowings	10,713	11.3	9,117	10.0	1,596	17.5
Total liabilities and shareholders' equity	94,425	100.0	91,024	100.0	3,401	3.7

Equity increased by EUR 5,759 thousand to EUR 71,624 thousand as at the balance sheet date due to the rise in retained earnings. Consequently, the equity ratio also rose to 75.9% from 72.4% in the previous year. The retained earnings of EUR 31,771,000 comprise the net profit for the year of Masterflex SE of EUR 8,356,000 plus retained earnings of EUR 26,012,000, less the dividend paid in June 2025 of EUR 0.27 per dividend -bearing share, or EUR 2,597 thousand.

As at 31 December 2025, there were restricted amounts totalling EUR 1,792 thousand, relating exclusively to the capitalisation of internally generated intangible fixed assets (less the associated deferred tax liabilities).

The syndicated loan valid until 30 September 2024 was repaid in accordance with the terms of the agreement. The new syndicated loan, valid from 30 September 2024, was initially drawn down by EUR 19,000 thousand and reduced to EUR 15,000 thousand as at 31 December 2024. As a result of the new syndicated loan agreement with a term of five years, liabilities to banks are now reported under long -term borrowings. In 2025, the drawdown was reduced by a further EUR 4,000,000, so that as at 31 December 2025, liabilities to banks amounted to EUR 11,000,000.

Liabilities to affiliated companies increased by EUR 650,000 as at 31 December 2025 due to loans taken out, amounting to EUR 6,936,000 (2024: EUR 6,286,000).

Financial position of Masterflex SE

Cash and cash equivalents increased to EUR 3,946 thousand as at 31 December 2025, compared with EUR 2,176 thousand in the previous year. No cash and cash equivalents have been pledged. The change in cash and cash equivalents is shown in the following cash flow statement:

in T€		2025	2024
	Adjusted net income for the year	8,448	7,001
-	Non -operating expenses	-92	-4
=	Net income for the year	8,356	6,997
+	Depreciation of property, plant and equipment	993	989
+	Amortisation of intangible assets	384	367
+/ -	Write -downs/write -ups on financial assets	-26	-25
-/+	Decrease/increase in non - current provisions	3	-56
=	Cash flow according to DVFA/SG	9,710	8,272
+	Loss from the disposal of fixed assets	25	2
-/+	Decrease/increase in medium and short -term provisions	515	-285
-	Increase in inventories, trade receivables and other assets	-9,597	-8,683
+/ -	Increase/decrease in trade payables and other liabilities	-374	-734
-	Income from loans of financial assets	-1,003	-771
+	Interest expenses	1,208	1,519
-	Other investment income	-4,128	-4,142
+	Income tax expense	2,627	1,562
-	Income tax payments	-2,307	-3,085
=	Subtotal	-13,034	-14,617
=	Cash flow from operating activities	-3,324	-6,345
-	Payments for investments in intangible assets	-304	-398
-	Payments for investments in property, plant and equipment	-346	-577
+	Proceeds from repayments of financial assets	8,300	9,251
-/+	Payments made/received for investments in financial assets	-57	126
+	Dividends received	4,128	4,142
=	Cash flow from investing activities	11,721	12,544
-	Payments to company owners	-2,597	-2,405
-	Payments from the repayment of (financial) loans	-4,000	-5,000

+/ -	Payments made/received from the repayment/issue of loans to affiliated companies (net)	648	350
-	Interest paid	-678	-1,133
=	Cash flow from financing activities	-6,627	-8,188
	Cash -effective changes in cash and cash equivalents	1,770	-1,989
+	Cash and cash equivalents at the beginning of the financial year	2,176	4,165
=	Cash and cash equivalents at the end of the financial year	3,946	2,176
	Composition of cash and cash equivalents at the end of the financial year	0	0
+	Means of payment	3,946	2,176

Composition of cash and cash equivalents

The cash and cash equivalents fund comprises cash and cash equivalents less bank liabilities due at any time.

Proposed appropriation of profits

The Management Board and Supervisory Board propose to the Annual General Meeting that, from the retained earnings of Masterflex SE as at 31 December 2025 amounting to EUR 31,770,473.47, an amount of EUR 2,885,500.20 be distributed to the shareholders as a dividend on the 9,618,334 issued shares of the share capital as at 31 to the shareholders as a dividend and to carry forward the remaining amount of EUR 28,884,973.27 to new account.

The distribution shall be made on the basis of the shares entitled to dividends at the time of the Annual General Meeting. Pursuant to Section 58(4), second sentence, of the German Stock Corporation Act (AktG), the shareholders' entitlement to the dividend shall become due on the third business day following the resolution of the Annual General Meeting, i.e. on 15 June 2026.

Summary Non-Financial Statement

The summary non -financial statement in accordance with the CSR Directive Implementation Act is provided in a separate 2025 Sustainability Report, which is published on the company website at www.masterflexgroup.com .

Corporate Governance Statement

The Corporate Governance Statement pursuant to Section 289f HGB and Section 315d HGB forms part of the Annual Report and is presented in a separate section outside the summary management report. It is also available online at https://www.masterflexgroup.com/investor -relations/financial -reports -of -masterflex -se/ .

C. Opportunity and Risk Report

Opportunity and Risk Management System for Value -Oriented Corporate Governance

In principle, business activity is always associated with opportunities and risks. A risk is defined as a possible future development or event that could lead to a negative deviation from forecasts or targets for the company. By contrast, we define an oppo rtunity as a possible future development or event that could lead to a positive deviation from forecasts or targets for us.

In all the business transactions we undertake as an internationally operating company, we are exposed to numerous uncertainties and changes. Capitalising on the opportunities arising from these changes forms the basis for the Masterflex Group's business su ccess. We must consciously take certain risks in order to capitalise on opportunities in the market and thus ensure the Group's continued business success. Existing risks that could jeopardise the Masterflex Group's business success are systematically iden tified, monitored and managed as part of our risk management framework. This applies equally to the opportunities and risks outlined for Masterflex SE, which are significant both directly and indirectly through its subsidiaries, as these can have a direct impact on Masterflex SE's profit, assets and financial position through low profit distributions and transfers, as well as the assumption of losses. In doing so, we strive to optimise identified risks to an acceptable, manageable level rather than merely minimising them, as otherwise opportunities would be overlooked. To this end, we utilise, amongst other things, insurance and contractual arrangements.

The Masterflex Group operates in a dynamic market environment characterised by numerous, generally smaller competitors, a wide range of target sectors, a diverse customer base, technical solution expertise, close integration with customers and suppliers, a nd a high level of material and processing expertise.

Our opportunity and risk management is firmly embedded in the Group -wide communication, management and planning structures and is therefore an important component of corporate governance. Opportunities and risks are discussed with the management of the ope rational units at regular meetings. The tracking of relevant issues is documented via checklists. During annual planning meetings, the individual risks of all companies involved are addressed in detail. The basis for this is our Risk Manual, which serves a s a guide on how risks are identified, assessed and monitored.

Opportunity Management

As part of our opportunity management, we continuously evaluate market data, analyse our competitors and scrutinise the focus of our product portfolio, the efficiency of our organisation and resource allocation, as well as changes in customer requirements, and derive market opportunities from this. Both during the planning process and through regular monthly consultations with management, the feasibility of opportunities, necessary investments and potential risks are analysed and monitored.

Individual opportunities

Opportunities arising from faster strategy implementation

Our planning assumptions are based on a slightly weaker but, overall, stable development of the global economy (see Outlook in the Management Report). However, should the global economy develop in a more sustained and dynamic manner than we have assumed, t his will have a positive impact on our revenue and our operating profit (EBIT), particularly due to the reduction in fixed costs over the coming years. Our strategic planning is based on the three pillars of profitability, growth and the circular economy. Our employees are the foundation of our success.

Opportunities through profitability

We are constantly working to optimise our procedures and processes using recognised methods in order to improve the efficiency of our global organisation. These methods draw on the expertise and experience of all employees involved from the relevant depart ments to continuously improve business processes in line with the company's objectives. In some cases, we also work with external consultants for this purpose. In regular workshops, we develop measures for optimisation and implementation aimed at improving our effectiveness, avoiding inefficiencies and continuously increasing our efficiency.

Opportunities through growth

Key drivers of our growth strategy are the rollout of the German product range abroad, the vertical deepening of the value chain and innovation.

The focus of our revenue distribution remains on the eurozone, for which a slight economic upturn is expected in 2025, albeit at a moderate level. Among the global target markets we address, the primary focus is on China and the USA. For the US, economic d evelopment in 2025 is expected to be slightly weaker than in 2024, but robust overall. In China, however, we anticipate modest growth prospects against a backdrop of structural challenges and trade policy uncertainties.

Should positive impetus from the global economy and from the target markets relevant to us fail to materialise, this would pose an economic risk to our internationalisation strategy. Should we, however, succeed in implementing our internationalisation step s more rapidly, in particular by accelerating the market success of our sales operations and thus generating revenue more quickly, Masterflex's growth in these regions will exceed our forecast.

Another focus will be on making all products sold in Germany available worldwide. We continue to see significant growth potential in all regions of the world, even though the overall economic environment is currently characterised by moderate growth.

Furthermore, we aim to deepen the value chain as far as possible by offering additional services and complete systems related to hoses, thereby generating additional revenue potential. Should we succeed in doing this more quickly than assumed in our planni ng, this will have a positive impact on our growth.

The continuation of our growth trajectory also depends significantly on our ability to continuously bring innovative solutions to market in order to create added value for our customers. We are continuously working on our innovation management. Should we b e able to bring significantly more innovations to market in a much shorter timeframe than assumed in our planning, this will have a positive impact on the earnings, assets and financial position of the Masterflex Group and Masterflex SE.

Opportunities through the circular economy

The growing importance of sustainable business concepts opens up significant opportunities for the Masterflex Group in the circular economy. By developing and using recyclable and resource -efficient materials, we can not only meet environmental requirement s but also tap into new market potential. With its HERO@ZERO Group strategy, Masterflex is playing an active role in the transition to a circular economy. To this end, Masterflex is working to establish a circular economy system for hose and connection sol utions. In particular, innovative product designs that enable the reuse and extension of the service life of our hoses and connection systems offer competitive advantages. Furthermore, regulatory requirements regarding sustainability and rising customer de mand for environmentally friendly solutions open up further growth potential. The Masterflex Group therefore sees the circular economy as a strategic opportunity to generate long term value whilst simultaneously reducing resource consumption for its custom ers.

Opportunities through human resources management

Our employees are the foundation of our success. They are the source of value creation, the driving force behind innovation, and partners to our customers and suppliers; as such, they are the driving force behind our growth and improved profitability.

Furthermore, we will focus on the development of our employees and, consequently, on increasing the efficiency of our global organisation. Should we achieve this more quickly than anticipated, this will have a particularly positive impact on the Group's re venue and EBIT.

Risk management and internal control system

Masterflex SE has implemented an integrated risk management system for its group of companies, which also includes an early -warning system to ensure the Group's continued existence and the achievement of its future objectives through the early identificati on, assessment and management of risks. Cross -functional standards, methods and tools are in place and ensure timely reporting to the Management Board. In addition, the Management Board reports on this matter to the Supervisory Board at the quarterly Super visory Board meetings.

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

The risk associated with financial reporting lies in the possibility that our annual, consolidated and interim financial statements could contain misstatements that might have a material influence on the decisions of their users. We have therefore develope d an accounting -related internal control system (ICS) designed to identify potential sources of error and limit the resulting risks. This internal control system covers the entire Masterflex Group and is

continuously refined. The key principles of financial reporting are documented in a Group accounting manual, which is also continuously updated and adapted to new legal frameworks.

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

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

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

On this basis, the Masterflex Group defines risk management as the targeted safeguarding of existing and future potential for success, whilst at the same time the targeted management of known risks. The risk management system in the area of financial repor ting aims to identify and manage risks that could impair the regularity, completeness, accuracy and timeliness of financial reporting.

Our risk management system encompasses risk identification, assessment, monitoring and control. In addition, we have established communication channels for key opportunities and risks within the central departments and operational units. This structured ap proach to risk stabilises the net assets, financial position and results of Masterflex SE and the Group. The Masterflex Group's risk management is embedded within existing structures and is therefore an integral part of corporate governance and business pr ocesses. Strategic corporate planning, internal reporting and the internal control system, alongside the risk manual, form the core elements of the risk management system.

Our risk management is standardised and applies across the Group. This ensures that all risks are identified, analysed and assessed systematically, uniformly and across the Group. At the heart of the process is the risk inventory carried out by the managem ent of the operational units. This involves identifying individual risks, assigning them to risk categories and assessing them uniformly. The resulting risk transparency helps us to select appropriate control and mitigation measures.

Our risk assessment comprises two components: probability of occurrence and potential loss.

When assessing the probability of a risk occurring, we distinguish between the categories 'unlikely' (probability less than 30%), 'possible' (probability between 30% and 59%) and 'likely' (probability 60% or higher).

For the criterion of the extent of damage, we distinguish between "minor", "moderate" or "severe" impacts on earnings, assets, financial position and cash flow.

We relate both components to the key performance indicators of revenue and EBIT and distinguish

• High risk › Action required
• Medium risk › Some need for action
• Low risk › No action required

The following chart illustrates these relationships.

Our risk presentation takes into account risk -reducing measures already implemented as part of risk management using the net method.

We manage risks through measures designed to prevent risks (application of risk policy principles), transfer them (taking out insurance) or reduce them (continuous improvement of the internal control system and processes).

To assess our risk -bearing capacity, we aggregate all material risks and determine the available financial resources that stand to us as a cover pool in the event of risks materialising. In the risk -bearing capacity calculation, we compare the aggregated r isks with the risk coverage funds. The determined risk -bearing capacity defines the maximum level of risk we can bear without jeopardising the continued existence of the Masterflex Group. In addition to high equity, free liquidity also plays a major role i n this assessment.

Below, we have listed key risk areas that could significantly influence both our business performance and our earnings, assets and financial position. In addition, there are risks of which we are not currently aware, as well as risks that we currently rega rd as less significant but which could have an adverse effect on Masterflex SE and our Group should circumstances change.

Individual risks

IT risks

The constant availability of IT systems is a key prerequisite for maintaining business operations at our individual sites. Internal and external IT experts therefore work continuously on the further development and security of the information systems deplo yed both centrally and locally. To minimise potential risks of system failure and data loss, multi -tiered backup strategies, redundant data lines and cloud -based disaster recovery systems are employed. To counter external threats, in particular increasingl y complex cyber -attacks, the targeted use of malware or unauthorised access, we utilise modern security architectures with up -to -date firewall, intrusion detection and endpoint protection systems. These are supplemented by role -based access management, two -factor authentication and regular penetration tests.

As attack vectors in the digital environment increasingly include AI -powered methods – such as deepfake phishing, automated password attacks or generative data manipulation – we continuously review and update our security measures. To this end, Masterflex SE and several of its subsidiaries rely on certified data centre and cloud service providers that ensure high standards in the areas of information security (ISO 27001) and data protection.

To further strengthen cyber resilience, employee awareness is promoted through continuous cyber security awareness programmes, training on data protection -compliant behaviour, and procedures for the secure handling of AI tools and sensitive data. Despite t hese comprehensive protective measures, cyber attacks, system failures or data breaches resulting from human or technical error cannot be completely ruled out. In view of the increasing professionalisation of cybercrime, the greater use of generative AI by attackers, and the growing regulatory risks associated with data breaches under the GDPR, we continue to assess the likelihood of IT risks occurring as significant. Potential impacts on earnings, assets and financial position could be substantial. Therefo re, the risk remains classified as high.

Regulatory risks

The Masterflex Group operates worldwide with its own employees and companies and must comply with the applicable legal requirements in all countries. The sheer number and increasing complexity of national and international regulations heighten the risk of legal or economic disadvantages in the event of non -compliance, such as fines, profit confiscation or claims for damages. Even the mere suspicion of a legal violation can have a negative impact on our reputation and share price.

The regulatory environment remains characterised by an increasing density of legal requirements at national and international levels. Together with external lawyers, we continuously monitor new legal requirements, case law and developments in compliance ma tters.

The Group -wide Code of Conduct defines the ethical and legal framework for our actions. Our compliance management system is designed to ensure that all activities are in line with applicable laws and internal guidelines. This is supported by training, targ eted communication and credible leadership by management ("tone from the top"). The system is continuously developed to minimise compliance risks in the long term.

Despite the comprehensive compliance programme and existing internal controls, it cannot be ruled out that individual employees may circumvent monitoring mechanisms, breach legal requirements or internal guidelines, or act unlawfully for their own benefit. We continue to assess the occurrence of this risk as possible. A breach could have a significant impact on the Masterflex Group's and Masterflex SE's earnings, assets and financial position, as well as on their reputation. We classify regulatory risks as medium overall.

Acquisitions and divestments

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

Despite careful planning and due diligence, business combinations and acquisitions involve risks that could have a negative impact on the Masterflex Group's and Masterflex SE's earnings, assets and financial position. Furthermore, there is a risk that such measures could incur significant costs. Acquisitions may place a strain on our financing structure as the acquiring company. A further risk is that write -downs on non -current assets, including goodwill, may become necessary due to unplanned developments. Furthermore, there are risks associated with the internal transfer of knowledge. Relevant knowledge possessed by new employees must be shared within the Masterflex Group and secured for the long term, so that our capacity for innovation is fostered by newl y acquired valuable knowledge.

Acquisitions always represent a significant risk. We address this through a variety of methodological and organisational measures. For instance, we always conduct a technical, operational, financial and legal due diligence review of potential acquisition t argets. With regard to process control, we assume a low risk. An acquisition would have a significant impact on the earnings, assets and financial position. We therefore classify this potential future event as a medium -level risk.

Acquisitions that support the Masterflex Group's strategy may also take place in the coming years.

Financial risks

We define financial risks as liquidity, market price and so -called credit default risks. These risks may arise from transactions in the operating business, their hedging, financing decisions and changes in the value of financial items on the balance sheet. Within the Masterflex Group, we optimise and monitor centrally managed group financing, thereby limiting financial risks.

The liquidity risk for the Masterflex Group lies in the possibility of being unable to meet its financial obligations in the future. Medium - and long -term liquidity management is managed centrally in Gelsenkirchen within the Chief Financial Officer's depar tment. All Group companies plan and monitor their liquidity independently. No central cash management system has been established. Liquidity is primarily secured by operating cash flow and a high level of cash and cash equivalents. The Group companies repo rt to the Management Board of Masterflex SE at regular intervals, based on different time horizons, regarding short -term, medium -term and long -term liquidity.

The type of financing instruments used, the maximum limits for their conclusion and the group of banks involved are governed by binding regulations. Counterparty risk is reduced through the consistent obtaining of credit reports, the setting of credit limi ts, and active accounts receivable management, including dunning procedures and active debt collection. Nevertheless, individual – including larger – defaults on customer receivables cannot be ruled out.

The fundamental risk strategies for interest rate, currency and liquidity management are determined centrally by the Manag ement Board. Financing and hedging decisions are made on the basis of the financial and liquidity plans of all business units.

With the exception of individual customers, there are no significant business or financing activities in foreign currencies. In the case of individual customers or specific transactions, the Masterflex Group evaluates the potential exchange rate risks, tak ing into account all material variables (including the size of the transaction, term and exchange rate movements), and, where necessary, hedges against these risks using conservative hedging instruments. Currently, there is only one such case within the Ma sterflex Group. Cross -currency financing within the Group, which by its nature leads to foreign exchange positions within the Group, does not currently exist to any significant extent. Translation risks arising from the conversion of balance sheet items or iginally denominated in foreign currencies are not hedged within the Group. Similarly, Masterflex SE does not hedge its net asset claims arising from Group companies outside the eurozone.

In addition to other obligations, the syndicated loan agreement also includes two so -called covenant provisions. Under these, Masterflex SE undertakes at Group level to comply with defined financial ratios: the debt -to -equity ratio and the equity ratio. Th ese ratios are heavily dependent on business performance. In the event of a severely negative business performance, we may be unable to meet these ratios.

In the event of non -compliance with these ratios, the lenders are entitled to terminate the overall credit facility. However, past crisis situations have shown that Masterflex is sufficiently robust to have maintained compliance with these ratios even duri ng such periods.

Based on both current and projected business performance, the financial covenants were met. The contractually stipulated upper limit for the 'debt -to -equity ratio' (calculated in accordance with the syndicated loan agreement at group level) stood at 3.0 in 2025. In contrast, Masterflex SE achieved a debt ratio of 0.5 at the start of 2025. As at the balance sheet date of 31 December 2025, this ratio stood at 0.15.

The lower limit for the second ratio, the 'equity ratio' (calculated in accordance with the provisions of the syndicated loan agreement by adjusting the balance sheet equity for certain assets), stood at 40.0% in 2025. By contrast, Masterflex SE achieved a n equity ratio of 72.0% as at the balance sheet date of 2025, and thus remained well above the prescribed lower limits at all times. Consequently, the covenants could only be breached in the event of a significant deterioration in future results.

Due to the low volume of foreign currency transactions, the relatively small scale of the business and the existing syndicated loan agreement with a remaining term until 30 September 2029, the financial risks within the Masterflex Group are considered to b e moderate given the covenant situation.

Economic, political and social risks

The global economy and financial markets continue to operate in an environment of high geopolitical volatility. Whilst global supply chains and energy costs have largely stabilised compared with previous years, the economic outlook is now significantly wei ghed down by the ongoing fragmentation of world trade and protectionist tendencies – particularly in relation to the US and China. In addition to the ongoing war in Ukraine, the unstable situation in the Middle East poses a significant risk to the security of international trade routes. Although inflationary pressure has eased significantly over the course of the year, interest rates remain at a level that is dampening investment. The transition to a decarbonised economy and the rapid developments in the fi eld of artificial intelligence require economies to adapt significantly. The cumulative effects of these structural upheavals and geopolitical tensions continue to make precise long -term forecasts for the economy and society a major challenge.

The geopolitical situation will remain characterised by considerable uncertainty in 2026 as well. The war in Ukraine continues to influence international economic relations; sanctions against Russia and Belarus, as well as the decoupling from Russian energ y supplies, have now become structurally entrenched. Whilst this does not result in any significant direct loss of revenue for Masterflex, volatile energy costs and inflationary trends in raw material procurement remain latent risk factors. An end to the a rmed conflict or a relaxation of tensions in the energy and raw materials markets is not currently in sight.

Additional instability stems from the conflict in the Middle East. The ongoing tensions in the Gaza Strip and the threat to trade routes in the Red Sea posed by Houthi rebels are disrupting global supply chains and leading to occasional delays and increase d freight costs. A spillover of the conflict across the entire region remains a critical scenario for the global economy.

The military escalation in the Middle East, in particular the hostilities between the US, Israel and Iran that have been ongoing since 28 February 2026, as well as the resulting de facto closure of the Strait of Hormuz, represents a potentially significant new source of uncertainty for the Group's economic development. Immediately after the outbreak of hostilities, the International Monetary Fund (IMF) noted disruptions to global trade, a significant rise in energy prices and increased volatility in the fin ancial markets. According to the IMF, persistent disruptions to energy supplies could significantly increase global inflation and weigh on growth, particularly in energy -importing economies; a risk of stagflation cannot be ruled out. 16

Developments in US trade policy following the 2024 election continue to be closely monitored. Protectionist tendencies and the tariff barriers that have been implemented or are still looming are weighing on transatlantic trade relations and could increase the costs of exports to the important US market. At the same time, there is a risk of an escalation in the Taiwan conflict and a further intensification of trade disputes between the West and China. A breakdown in supply chains with China would force many industries to establish alternative sourcing channels at short notice, which would entail high costs and risks.

In the eurozone, the rise of protectionist and Euro -sceptic forces, as well as the challenges posed by interest rate levels, continue to harbour the potential for political instability. These factors, combined with a stagnating economy in core markets such as Germany, could have a negative impact on the Group's earnings, assets and financial position.

The Management Board is proactively addressing these risks by:

• Diversification: Expanding our presence in sectors less sensitive to economic cycles (e.g. medical technology).
• Local -for -Local strategy: Increasing production in the respective target regions to reduce dependence on global supply chains.
• Securing financial stability: Using profitability to further reduce net debt and ensure a robust equity ratio.

Despite these uncertainties, the Management Board continues to rate the overall risk as medium due to the robust business model and the resilience demonstrated once again in 2025 – as evidenced by the record results achieved.

Procurement market risks

On the procurement side, both the availability of raw materials, preliminary and intermediate products, and the volatility of purchase prices continue to pose a significant risk to our company. We address these risks through a globally organised procuremen t function, the conclusion of long -term supply contracts, and the continuous optimisation of our supplier portfolio. When selecting suppliers, the Masterflex Group prioritises performance and quality. For significant components or purchase volumes, we aim for close cooperation with suppliers and involve them in new developments at an early stage of the project. These collaborations also give rise to risks for the Masterflex Group, which may manifest as a dependency on the supplier. To mitigate these risks, we consistently pursue a multi -source strategy (in particular second sourcing) to increase resilience against the failure of individual suppliers.

The risk landscape has become further differentiated by the end of the 2025 financial year. Whilst the energy supply in Europe has largely stabilised, supply chains remain under strain due to the ongoing war in Ukraine and persistent tensions in the Middle East. In particular, the ongoing threat to shipping routes in the Red Sea posed by the Houthi rebels is forcing detours via the Cape of Good Hope, which is reflected in volatile freight rates and longer replenishment times. The increasing protectionist te ndencies (including in the context of US trade policy and EU - China relations) carry the risk of tariffs and export restrictions on critical intermediate products. Against the backdrop of the overall geopolitical situation and the experience of recent finan cial years, the risk regarding the

¹⁶ Internationaler Währungsfonds (IWF): World Economic Outlook Update, Januar 2026: "Global Economy: Steady amid Divergent Force s", Washington D.C., 19. Januar 2026. Abrufbar unter: https://www.imf.org/en/publications/weo/issues/2026/01/19/world -economic -outlook -update -january -2026 l

availability of raw materials and the potential loss of suppliers continues to be classified as a medium risk with a medium impact on the earnings, assets and financial position.

Personnel risks

Committed and qualified employees and managers are of the utmost importance for the Masterflex Group's long term economic success and future development. We address the intense competition for skilled workers and managers, and the associated risks of losin g expertise due to staff turnover, by offering attractive training opportunities, family -friendly working time arrangements and a performance -based remuneration system. Furthermore, there may be temporary staff shortages due to illness, for example during cold and flu outbreaks, which we counter with comprehensive behavioural and hygiene protocols in the area of occupational health and safety. We prevent the loss of key personnel or competent specialists and managers, as well as the associated loss of knowl edge, through measures for internal knowledge transfer, the targeted automation of manufacturing processes, and the use of AI -supported assistance systems in administration, training and documentation. Overall, we continue to classify personnel risks withi n the Group as low.

Demographic trends remain a key challenge. We have stepped up our recruitment activities through partnerships with international educational institutions, an increased presence on social media and targeted active sourcing measures. In doing so, we are cons ciously focusing on diversity: the targeted promotion of women into leadership roles, the integration of international talent and the inclusion of experienced, older employees are integral parts of our HR strategy. This enables us to fully exploit the pote ntial of the labour market and offset competitive disadvantages compared to large corporations.

Pr oduction risks

We counter potential production downtime, caused for example by natural disasters or fire damage, through preventive maintenance measures, the stockpiling of key spare parts, fire safety initiatives, staff training, and the establishment of a network of bo th external suppliers and within the Masterflex Group. Should incidents nevertheless occur, we are insured against business interruption and property damage to an economically reasonable extent, thereby transferring risks to external insurers. Furthermore, our production is not limited to a single site.

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

Risks arising with deteriorating efficiency

Consistent efficiency measures enabled savings to be achieved in the 2025 financial year as well. Significant cost optimisations have resulted in particular in the area of material usage and other expenses. Should we fail to further develop and implement t hese efficiency measures on a sustainable basis, general cost increases will offset the effects of the measures already implemented.

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

Sales market risks

.

On the sales market side, long -standing existing customers may be lost. As the Masterflex Group operates in many industries and markets and also supplies a wide range of customers, there is no dependence on any single industry or customer.

The general customer risk (such as the loss or insolvency of major customers, or increased price pressure due to a dominant market position) is countered by the broad diversification of our customer base. Furthermore, we are expanding our activities in par ticular in those sectors that are relatively unaffected by economic fluctuations, such as medical technology or the food and pharmaceutical industries. In doing so, we are equally countering dependencies on sectors experiencing economic downturns.

We counter a potential increase in competitive pressure in our product groups – partly due to growing market transparency – by continuously improving our products and services as well as our business processes. Our selling prices could suffer as a result o f aggressive behaviour by our competitors and increasing market transparency. We counter this both by constantly reviewing our cost structures and by developing new, unique products with unique selling points.

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

Technology and quality risks

As an award -winning top innovator offering internationally competitive products and services, the Masterflex Group is exposed to the risk of losing this position due to a decline in innovative strength, human error or the loss of know how. To mitigate this , we promote a continuous, structured research and development process to ensure we can meet customer requirements. We counter the risk of losing know -how through appropriate confidentiality and intellectual property agreements, as well as by raising staff awareness regarding the handling of confidential information. Furthermore, sensitive data is only made accessible to a select and limited group of individuals. To ensure this continues in the future, an innovation management process has been in place for several years and is continuously optimised: an internal panel of experts decides on further developments in accordance with clear process and evaluation criteria (the so -called Stage -Gate process). The members make decisions primarily on the basis of mark et analyses and economic considerations.

Furthermore, we strive for close cooperation with customers in order to be able to tap into new applications and markets at an early stage. Further details on this process can be found in Section A "Research and Development".

The recognised quality of our products and a high level of delivery capability are key prerequisites for our success. To manage such factors within the scope of service provision, quality assurance is a top priority for us. Through demanding quality standa rds in development, intensive testing across the entire process chain, and constant contact with suppliers, quality -related risks within the Group are consistently mitigated.

Given the wide range of products and the resulting independence from any single product or manufacturing process, as well as the low number of warranty claims in the past, we consider the technology and quality risks to have a low impact on our earnings, a ssets and financial position.

Tax risks

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

Legal risks

There are currently no legal disputes pending that could materially affect the earnings, assets and financial position of the Masterflex Group and Masterflex SE.

Risks arising from legal disputes cannot be ruled out entirely in the future either. Appropriate provisions are made for potential legal disputes. Nevertheless, it cannot be ruled out that the provisions recognised in the balance sheet may prove insufficie nt. In order to consistently minimise the emergence of new legal risks, contracts with significant economic implications are reviewed by external specialist lawyers before commitments are finally entered into. The probability of substantial legal risks mat erialising is still assessed as low.

Summary and overall assessment of the current opportunities and risks facing the Group and Masterflex SE

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

In addition to global risk factors, the expected development of the Masterflex Group's or Masterflex SE's earnings, assets and financial position may be significantly adversely affected by negative or even recessionary business trends in individual sectors or economies.

The potential departure of a significant number of specialist staff and managers within a relatively short period would also have a negative impact on our future development. This also applies in the event of significant operational disruptions to our IT s ystems. In the area of human resources, we will make every effort to remain an attractive employer in the future. We seek to minimise IT risks by further developing and securing the information systems deployed both centrally and locally.

Furthermore, our earnings, assets and financial position could be significantly impaired in the future if the Masterflex Group or Masterflex SE were unable to adapt sufficiently to changes in the markets – particularly if new high -quality products could no t be developed, manufactured and marketed. Such an adverse development could lead to extraordinary write -downs on self -constructed assets as well as intangible assets.

As things stand, neither the war in Ukraine nor the other geopolitical flashpoints in the Middle East and Taiwan are expected to have a significant impact on Masterflex's performance. However, this could change should the situation in these crisis regions deteriorate dramatically. The risk to revenue is currently unforeseeable due to a potential worsening of the supply situation regarding raw materials, the costs of which may not be passed on to the end consumer. The Group is countering this by reducing exp enditure to the minimum necessary for operations and by making costs more flexible. However, it is difficult to provide a definitive risk assessment at this stage. In principle, the Mana gement Board remains confident in the effectiveness of its opportunity and risk management, as well as in the measures taken.

At present, the Management Board considers Masterflex SE and the Masterflex Group to be well positioned to manage the known risks. Thanks to both process -related factors and short lines of communication, changes in the risk situation are brought to the attention of the Management Board at an early stage and dealt with in a targeted manner.

Against the backdrop of risk -bearing capacity, Masterflex regards cyber -attacks and compliance breaches, against an increasingly complex legal landscape, as the greatest risks. However, the Management Board does not regard any of these risks as posing a threat to the company's continued existence. Only a combination of several of these risks – which the company considers highly unlikely – could escalate into a risk threatening the company's continued ex istence. With a very adequate capital base and satisfac tory free liquidity, the Masterflex Group considers itself well -positioned to deal with any risks that may arise.

The organisation of the compliance system

Compliance is of central importance to the Management Board and Supervisory Board of Masterflex Group SE and is one of the fundamental prerequisites for the sustainable success of the Masterflex Group. Put simply, compliance primarily means adherence to all applicable legal provisions and internal rules. Mast erflex's Compliance Management System (CMS) describes the measures, structures and processes designed to ensure responsible, ethically sound and lawful conduct by the Management Board and Supervisory Board, as well as by the entire management and all emplo yees of the Masterflex Group.

As an internationally oriented group of companies, the Masterflex Group is subject to a wide range of laws, guidelines, rules and regulations. To this end, 10 years ago it supplemented its corporate mission statement with a Group -wide Code of Conduct appli cable to all employees and managers across all divisions and locations. These principles of conduct set a minimum standard for ethical and legally compliant behaviour.

The Masterflex Group is committed to upholding the highest possible ethical and legal standards in its dealings with shareholders, employees, business partners, competitors and society. These standards are firmly embedded as an essential part of the corpor ate culture and are increasingly integrated into operational processes.

Compliance is one of the fundamental prerequisites for sustainable business practices and the success of the Masterflex Group. The company's management expressly shares this view. Every employee of the Masterflex Group receives a personal copy of the Code of Conduct, is trained in its provisions, and is instructed to make the principles of conduct a binding benchmark for their own actions.

The Management Board, Supervisory Board and all managers serve as role models and continuously support their employees in complying with the applicable regulations. Even the mere appearance of improper conduct on the part of management or employees is to b e avoided throughout the Masterflex Group's business activities. The Masterflex Group has established a CMS that pursues a preventive compliance approach and strives to foster a corporate culture that raises awareness and educates employees, with the aim of preventing systematic misconduct.

The compliance organisation is the responsibility of the Chief Compliance Officer (CCO), who reports regularly and directly to the Management Board of Masterflex SE on all compliance -related matters, in particular on the steps taken to further develop the Masterflex Group's CMS, as well as on any breaches that have come to light, the sanctions imposed, and the corrective and preventive measures taken. The Management Board, in turn, reports to the Supervisory Board regularly and, where necessary, on an ad ho c basis regarding the current status of compliance activities within the Masterflex Group.

In the 2025 financial year, training sessions were held on compliance and codes of conduct, anti -corruption, data protection and data security, as well as other relevant compliance topics, aimed at ensuring lawful, ethically sound and responsible conduct.

By communicating compliance -related topics to affected employees in the individual Group companies, the compliance organisation consistently offers support, provides guidance, raises awareness and clarifies issues. Compliance is therefore an integral part of operational processes within the Masterflex Group and a fundamental prerequisite for sustainable business practices.

D. For ecast report

The following statements regarding the future business performance of the Masterflex Group and the assumptions regarding the economic development of markets and sectors deemed material to this are based on our assessments, which we currently regard as real istic based on the information available to us. However, against the backdrop of the current economic environment, as in previous years, these are subject to significantly greater uncertainties than in more stable economic times and carry the inevitable ri sk that the forecast developments will not actually materialise, either in terms of their trend or their extent.

Outlook

Economic o utlook 2026

For 2026, the IfW expects a slight slowdown in global economic growth from 3.3% in 2025 to 3.1%. In particular, economic and trade policy uncertainties remain high, especially given that the US government is using the threat of tariffs to advance other pol itical interests as well. Furthermore, the full impact of US tariffs is likely to become apparent only in the current year, significantly affecting both the manufacturing sector and global trade. No additional growth impetus is expected from monetary polic y; so far, the central bank's interest rate cuts have barely been reflected in lending rates . 17 The military escalation in the Middle East, in particular the hostilities between the US, Israel and Iran that have been ongoing since 28 February 2026, as well as the resulting de facto blockade of the Strait of Hormuz, represents a significant new source of uncertainty for global economic development. Immediately after the outbreak of hostilities, the International Monetary Fund (IMF) noted disruptions to global trade, a significant rise in energy prices and increased volatility in the financial markets. According to the IMF, persistent disruptions to energy supplies could significantly increase global inflation and weigh on growth, particularly in energy -importing economies; a risk of stagflation cannot be ruled out . 18 A quantitative assessment of the impacts was not available at the time of reporting. For advanced economies, the IfW anticipates a slowdown in economic momentum for many countries, such as the euro area, the UK and Canada, so that lower growth of 1.7% (202 5: 1.9%) is also expected for this group as a whole . 19

The Chinese economy continues to suffer from unresolved structural problems and is also being weighed down by trade conflicts with the US and the EU. According to the IfW, GDP growth here is set to slow from 5.0% in 2025 to 4.7% in 2026 . 20

Due to slowing momentum in other Asian emerging economies, lower growth is also expected in Asia as a whole, with India in particular expected to contribute to this. Growth in Latin America is also likely to slow slightly. Only in Africa is a slight increa se in growth expected. Global inflation will rise again in 2026, with increases seen particularly in Latin America and India . 21

The Deutsche Bundesbank anticipates that the German economy will pick up significantly in the course of 2026 and forecasts growth of 0.9%. Key drivers of this growth are expansionary fiscal policy in the form of government investment in defence and infrast ructure, as well as private demand. The export sector continues to suffer from US tariffs and is likely to recover only slowly in the second half of the year. The same applies to investment, which is being held back by the difficult economic environment fo r investment. Risks exist in particular with regard to international trade conflicts and the further development of the geopolitical situation . 22

Economic growth in the European Union, by contrast, is expected to slow slightly in 2026. The IfW forecasts GDP growth of 1.4% for 2026 (2025: 1.6%). Both government spending and fixed investment are set to lose momentum. Private consumption is growing at a slightly faster rate, supported by further rises in income, although inflation is set to ease only slightly. There is little positive impetus from foreign trade. Exports are growing only weakly, and the trade balance remains negative . 23

The US economy remains a key driver of global economic development. Here, the IfW forecasts stable growth for 2026 at the previous year's level of 2.0%. Slowing momentum in employment and wage growth is also dampening private consumption. Fixed investment, which is heavily driven by the artificial intelligence sector, is also expected

¹⁷ https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/

¹⁸ https://www.imf.org/en/news/articles/2026/03/03/pr -26068 -statement -on -middle -east

¹⁹ https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/ 20 https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/

²¹ https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/

²² https://publikationen.bundesbank.de/publikationen -de/berichte -studien/monatsberichte/monatsbericht -dezember -2025 -972182

²³ https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/

to grow at a slower pace due to the already high level. Positive impetus is expected from foreign trade, which is attributable in particular to falling imports . 24

Expected development of the industries relevant to Masterflex

The Masterflex Group's high -tech hoses and connection systems are used in a wide range of industries. The Masterflex Group's performance is therefore directly dependent on the performance of the relevant markets.

In particular, within the industries classified under "Life", such as medical technology, the food and pharmaceutical industries, and the laboratory and biotechnology sectors, technological demands for precision and hygiene are rising. These trends also ope n up new application and sales potential. The industries classified under "Infrastructure", such as renewable energies, heating and ventilation, are benefiting from ongoing decarbonisation and climate protection, whilst the customer sectors grouped under 'Mobility' – which encompass activities in the aviation, rail and automotive industries – are growing due to the continuing megatrend of mobility and lightweight construction in e -mobility. For the "Tech" industries, which encompass traditional sectors suc h as mechanical engineering, the plastics industry, the semiconductor industry and robotics, the market outlook is mixed. Having already noted a 5% real decline in production for 2025, the VDMA expects a slight growth of 1% again for 2026 . 25 The robotics and automation sector in Germany continues to face a challenging environment. With turnover having already fallen by 7% to EUR 14.9 billion in 2025, the VDMA Robotics + Automation Association (VDMA R+A) does not anticipate any significant improvement for 2026 either. Accordingly, turnover is set to fall by a further 5% to EUR 14.1 billion. Whilst the association sees the long -term growth trends – digitalisation, AI, smart production and automation – for this future -oriented sector as intact, it criticises structural weaknesses in the business environment, such as excessive bure aucracy and uncompetitive cost structures, which requir e political will to address . 26

The rising demand for logic and memory semiconductors for AI and high -performance computing remains the key driver of the global semiconductor industry's development. Overall, the sector is once again forecast to grow by 26% by 2026. 27

In summary, Masterflex is pursuing a growth strategy in line with the "Hero@Zero" strategy across all sectors – with disproportionately high growth in medical technology and aviation. The ongoing vertical integration of the product portfolio, the consisten t development towards becoming a system provider, the expansion of the product range, the addition of capacity in the aviation sector through a further site in Morocco, and individual special projects are all contributing to strategic strengthening.

Expected development of the Masterflex Group

The outlook for the global economy remains characterised by ongoing geopolitical, trade and economic policy uncertainties, also concerning the 2026 financial year. Overall, however, a stable, albeit moderate, economic development is anticipated. In this en vironment, the Masterflex Group considers itself well -positioned to continue implementing its growth strategy.

For the 2026 financial year, the Masterflex Group is aiming for further growth in its customer industries. The Management Board expects momentum in particular for the second half of 2026. Here, initial revenue from the new aerospace production plant in Morocco, as well as the start of deliveries under the newly concluded development and framework agreement towards the end of the year, are expected to contribute positively to revenue growth.

The start -up costs associated with the ramp -up of both projects are expected to have a slightly negative impact on earnings performance in the 2026 financial year. Nevertheless, the Mana gement Board expects to be able to maintain the operating EBIT margin at a stable level.

For the full year 2026, the Management of the Masterflex Group expects revenue in the range of EUR 103 million to EUR 108 million. The Management Board anticipates EBIT in the range of EUR 13 million to EUR 16 million.

Expected development of Masterflex SE

Masterflex SE expects sustained, albeit moderate, growth in its core markets in the 2026 financial year as well. We continue to regard the economic growth forecasts of the International Monetary Fund (IMF) as realistic. Our aim is to grow across sectors, p articularly through the expansion of exports. The Management Board anticipates revenue for Masterflex SE in the 2026 financial year of between EUR 23 million and EUR 25 million. EBIT is expected to range from EUR -2 million to EUR 0 million (previous year: EUR -1.8 million).

²⁴ https://www.kielinstitut.de/de/publikationen/weltwirtschaft -im-winter -2025 -gegenwind -haelt -an -expansion -bleibt -maessig -19207/

²⁵ https://www.vdma.eu/de/viewer/ -/v2article/render/158895249

²⁶ https://vdma.eu/de/viewer/ -/v2article/render/161697618

²⁷ https://vdma.eu/de/viewer/ -/v2article/render/161697618

Summary statement on the Group's expected development

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

E. Information relevant to takeovers

Supplementary disclosures pursuant to Sections 289a and 315a of the German Commercial Code (HGB)

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

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

The Company is aware of two instances of direct or indirect shareholdings exceeding 10% of the voting rights as at 31 December 2025:

• According to the latest information, J.F. Müller & Sohn AG holds 22.03% of the shares in Masterflex SE. This investor is a sixth -generation family -run investment holding company with broadly diversified investments, primarily in established medium -sized co mpanies in Europe
• Grondbach GmbH is a long -term investor from Germany which, to the best of the Company's knowledge, holds 20.01% of the shares in Masterflex SE.

There are no shares with special rights conferring control.

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

Any amendment to the Articles of Association requires a resolution of the Annual General Meeting. Pursuant to Section 179 of the German Stock Corporation Act (AktG), the resolution of the Annual General Meeting requires a majority comprising at least three -quarters of the share capital represented at the time of the resolution. The Articles of Association may specify a different capital majority; however, for an amendment to the object of the company, only a larger capital majority may be specified. Pursuan t to Article 18 of the Articles of Association, resolutions of the Annual General Meeting are passed by a simple majority, unless mandatory statutory provisions preclude this. If the law additionally prescribes a majority of the share capital represented a t the time of the resolution, a simple majority of the capital represented shall suffice – insofar as permitted by law. This also applies to amendments to the Articles of Association, provided that at least half of the share capital is represented. Pursuan t to Article 14(5) of the Articles of Association, the Supervisory Board is authorised to make amendments to the Articles of Association that relate solely to their wording.

Acquisition of own shares

By resolution of the Annual General Meeting of 19 May 2021, the Management Board was authorised,

• with the approval of the Supervisory Board, to acquire treasury shares amounting to up to 10% of the Company's share capital existing at the time of the General Meeting's resolution or – if this figure is lower – at the time the authorisation is exercised. The acquired shares – together with other own shares held by the Company or attributable to it pursuant to Sections 71d and 71e of the German Stock Corporation Act (AktG) – may not at any time exceed 10% of the Company's share capital. The authorisation t ook effect on 20 May 2021 and remains valid until 19 May 2026. The authorisation may not be used for the purpose of trading in own shares.
• Terms of the acquisition

• The acquisition shall take place (1) via the stock exchange or (2) by means of a public offer to purchase addressed to all shareholders of the Company or by means of a request to all shareholders to submit offers to sell ("public offer").

• When acquiring own shares via the stock exchange, the purchase price per share (excluding incidental acquisition costs) must not exceed or fall below the market price of the Company's shares by more than 10%. The relevant market price within the meaning of the authorisation is the unweighted arithmetic mean of the market prices of the Company's shares determined in the closing auctions in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) during the last three trading days prio r to the acquisition of the shares.

• If the acquisition of own shares takes place via a public offer to all shareholders of the Company, the offered purchase price or the limits of the offered purchase price range per share (excluding incidental acquisition costs) must not exceed or fall belo w the market price of the Company's shares by more than 10%. The relevant market price within the meaning of this paragraph (2) shall be the unweighted arithmetic mean of the market prices of the Company's shares determined in the closing auctions in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) during the sixth to third trading days prior to the date of publication of the public offer.
• The acquisition volume may be limited. Should the volume of shares offered in a public offer exceed the intended acquisition volume, (i) acceptance may take place in proportion to the shares offered in each case (tender ratios) rather than in proportion to the tendering shareholders' shareholdings in the Comp any (shareholding ratios). (ii) Preference may be given to the acceptance of small numbers of the Company's shares offered for purchase or tendered, up to 100 shares per shareholder, and (iii) rounding in accordance with commercial principles may be applied to avoid fractional shares. Any further tender rights of shareholders are excluded in cases (i) to (iii).
• Use of treasury shares
• The Management Board may sell the acquired treasury shares in accordance with the principle of equal treatment (Section 53a of the German Stock Corporation Act (AktG)). In particular, this may be achieved by selling the shares on the stock exchange or by m eans of an offer addressed to all shareholders in proportion to their shareholdings.
• The Management Board is further authorised, with the approval of the Supervisory Board and excluding shareholders' subscription rights, to offer or grant the acquired treasury shares to third parties in the following cases:
  • against cash payment, provided that the agreed price is not significantly lower than the market price of the Company's shares at the time of sale;
  • in the context of business combinations or in the context of the (including indirect) acquisition of companies, parts of companies or interests in companies, including the increase of existing shareholdings, or of other assets eligible for contribution in connection with such an acquisition project, including claims against the Company;
  • to fulfil conversion or option rights granted by the Company or a direct or indirect majority owned subsidiary of the Company upon the issue of debentures, or to fulfil conversion obligations arising from debentures issued by the Company or a direct or ind irect majority -owned subsidiary of the Company;
  • as employee shares as part of the agreed remuneration or under separate programmes for employees of the Company and its affiliated companies (including members of the management bodies); insofar as treasury shares are to be offered, promised or transferred to members of the Company's Management Board, this authorisation shall apply to the Company's Supervisory Board;
  • to carry out a so -called scrip dividend by selling shares in exchange for the full or partial transfer of shareholders' dividend entitlements.

• However, the authorisation pursuant to the preceding paragraph (1) shall, however, apply only on condition that the treasury shares sold with the exclusion of subscription rights do not exceed 10% of the share capital, namely neither 10% of the share capit al existing at the time the authorisation is granted nor 10% of the share capital existing at the time the authorisation to exclude subscription rights is exercised. Shares sold or issued during the term of this authorisation pursuant to other authorisatio ns in direct or analogous application of section 186(3), fourth sentence, of the German Stock Corporation Act (AktG) with the exclusion of subscription rights shall be counted towards the aforementioned 10% limit ('capping'). If another authorisation that has been exercised is renewed by the Annual General Meeting during the term of this authorisation, the set -off shall cease to apply to the extent that the renewed authorisation permits the issue of shares with the exclusion of subscription rights in direct or analogous application of section 186(3), fourth sentence, of the German Stock Corporation Act (AktG).

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

• Furthermore, the Management Board is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in the event of the sale of acquired treasury shares as part of an offer to all shareholders for fractional amounts.
• The Management Board is further authorised, with the approval of the Supervisory Board, to cancel the acquired own shares without a further resolution of the Annual General Meeting. In the context of the cancellation, it is also authorised to carry out the cancellation of no -par value shares either with or without a capital reduction. If the redemption of no -par value shares takes place without a capital reduction, the proportion of the remaining shares in the share capital shall increase in accordance with Section 8(3) of the German Stock Corporation Act (AktG). In this case, the Management Board is further authorised to amend the statement regarding the number of the Company's shares in the Articles of Association (Section 237(3)(3) AktG).
• Further details
• The Management Board shall determine the specific details of the exercise of the respective authorisations. The above authorisations may be exercised once or several times, individually or in combination. The provisions of the Securities Acquisition and Ta keover Act must be observed, insofar as they apply. When acquiring own shares, the Management Board shall duly observe the statutory provisions regarding the hypothetical creation of reserves in the amount of the acquisition costs (Section 71(2), second se ntence, of the German Stock Corporation Act (AktG)).

The Management Board and Supervisory Board did not make use of these authorisations in 2025.

The Company currently holds 134,126 of its own shares. The notional par value of the acquired own shares in the share capital, amounting to EUR 134,126.00 – corresponding to a 1.38% share of the share capital – has been deducted from the subscribed capital .

The shares were acquired between September 2004 and July 2005 pursuant to relevant resolutions of the Annual General Meeting in accordance with Section 71(1)(8) of the German Stock Corporation Act (AktG). The company was authorised by resolutions of the An nual General Meeting of 9 June 2004 and 8 June 2005 to acquire treasury shares with a maximum notional share of the share capital attributable to these shares of EUR 450,000.00. This represented 10% of the company's share capital at the time of the respect ive Annual General Meeting, which at that time totalled EUR 4,500,000.00. The acquired shares – together with other own shares held by the company or attributable to it pursuant to Sections 71a et seq. of the German Stock Corporation Act (AktG) – were not permitted to exceed 10% of the company's share capital at any time. The authorisation was not to be used for the purpose of trading in own shares.

Masterflex SE currently has a subscribed capital of EUR 9,752,460.00.

Authorised capital

By resolution of the Annual General Meeting of 14 June 2016, the Management Board was authorised, following the amendment of Article 4(5) of the Articles of Association, to increase the company's share capital by up to a further EUR 4,432,937 by 14 June 20 21, with the approval of the Supervisory Board, by up to a further EUR 4,432,937 through the issue, on one or more occasions, of new no -par value bearer shares against cash and/or non -cash contributions (Authorised Capital 2016). The 2016 authorised capita l was entered in the company's commercial register on 20 July 2016. The 2016 authorised capital included, amongst other things, an authorisation for the Management Board, with the approval of the Supervisory Board, to exclude shareholders' subscription rig hts in accordance with section 186(3), fourth sentence, of the German Stock Corporation Act (AktG) in the event of capital increases against cash contributions, provided that the issue price of the new shares does not fall significantly below the market pr ice and the shares issued in exercise of this authorisation to exclude subscription rights do not exceed a total of 10% of the share capital, neither at the time the authorisation takes effect nor at the time it is exercised.

On 15 March 2017, the Management Board, with the approval of the Supervisory Board, resolved to make partial use of the 2016 authorised capital and to increase the Company's share capital, excluding shareholders' subscription rights in accordance with Sect ions 203(2), 186(3) sentence 4 of the German Stock Corporation Act (AktG) from EUR 8,865,874 by EUR 886,586 to EUR 9,752,460 through the issue of 886,586 new no -par value bearer shares with dividend rights from 1 January 2016 in return for a cash contribut ion. This corresponds to an increase of 10% in the Company's share capital existing at the time the authorised capital 2016 takes effect and, at the same time, at the time it is utilised. The capital increase was subsequently entered in the relevant commer cial register for the company on 21 March 2017, meaning that the company's share capital has amounted to EUR 9,752,460 since that date. Following the partial utilisation described above, the 2016 authorised capital now stood at EUR 3,546,351.

An issue of shares against a cash contribution may only take place, excluding subscription rights in accordance with section 186(3), fourth sentence, of the German Stock Corporation Act (AktG), if the proportionate amount of the share capital attributable to the new shares issued with the exclusion of subscription rights does not exceed 10% of the share capital in total, which was the case with the capital increase of March 2017, which meant, however, that the authorisation in place at that time was fully u tilised in this respect, and which is why additional authorised capital was then added in 2017.

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

By resolution of the Annual General Meeting on 19 May 2021, the Management Board was authorised, with the approval of the Supervisory Board, to increase the Company's share capital by up to EUR 4,876,230 by 15 May 2026 through the issue, on one or more occ asions, of up to 4,876,230 no -par value bearer shares in return for cash and/or non -cash contributions (Authorised Capital 2021). The Management Board is authorised, with the approval of the Supervisory Board, to determine the further content of the rights attached to the shares and the conditions of the share issue. The new shares are to be offered to shareholders for subscription. The new shares may also be taken up by a credit institution or an undertaking operating in accordance with section 53(1), firs t sentence, or section 53b(1), first sentence, or (7) of the German Banking Act, subject to an obligation to offer them to shareholders for subscription. The Management Board is, however, authorised, with the approval of the Supervisory Board, to exclude s hareholders' subscription rights in the following cases:

• for fractional amounts;
• in the case of capital increases against contributions in kind, in particular
• for the grant of shares in the context of business combinations or in the context of the acquisition of undertakings, parts of undertakings or interests in undertakings, including the increase of existing shareholdings, or of other assets eligible for cont ribution in connection with such an acquisition project, including claims against the Company,
• for the acquisition of other assets or rights to acquire assets; and
• for the implementation of a so -called scrip dividend, in which shareholders are offered the option of contributing their dividend entitlements (in whole or in part) to the Company as contributions in kind in exchange for the issue of new shares;
• in the case of cash contributions, provided that the issue price of the shares does not fall significantly below the market price of the Company's already listed shares at the time the issue price is finally determined;
• to grant holders or creditors of bonds linked to option or conversion rights in respect of the Company's shares, or to corresponding option or conversion obligations, which have been or will be issued by the Company or by a direct or indirect majority -owne d subsidiary of the Company, to grant a subscription right to new shares of the Company to the extent to which they would be entitled as shareholders following the exercise of their option or conversion rights or the fulfilment of their option or conversio n obligations.

The total number of shares issued in exchange for cash or non -cash contributions, excluding subscription rights, may not exceed 20% of the share capital at the time the authorisation takes effect or – if this figure is lower – of the share capital existing at the time this authorisation is exercised . The exclusion of subscription rights for fractional amounts shall not be counted towards this 20% limit. Shares sold or issued during the term of this authorisation pursuant to other authorisations with the exc lusion of subscription rights shall be counted towards the aforementioned 20% limit ("counting"). The issue of shares in this sense also includes the issue or creation of option or conversion rights or obligations relating to shares in the Company arising from bonds issued by the Company or by its direct or indirect majority -owned subsidiaries, provided that the bonds are issued with the exclusion of subscription rights pursuant to a corresponding authorisation during the term of this authorisation. If anot her authorisation that has been exercised is renewed by the Annual General Meeting during the term of this authorisation, the set -off shall cease to apply to the extent that the renewed authorisation permits the issue of shares with the exclusion of subscr iption rights.

The total number of shares issued against cash contributions to the exclusion of subscription rights in accordance with sub -clause c) may not exceed 10% of the share capital at the time the authorisation takes effect or – if this figure is lower – of the s hare capital existing at the time of the exercise of this authorisation.

Shares sold or issued during the term of this authorisation with the exclusion of subscription rights shall be counted towards the aforementioned 10% limit ('counting'). Furthermore, shares issued or to be issued to service bonds with conversion or option rights or a conversion or option obligation shall be counted against this limit, provided that such bonds are issued during the term of this authorisation with the exclusion of subscription rights by the Company or a direct or indirect majority -owned subsi diary of the Company in accordance with Section 186(3), fourth sentence, of the German Stock Corporation Act (AktG). If another authorisation that has been exercised is renewed by the Annual General Meeting during the term of this authorisation, the set -off shall, however, cease to apply to the extent that the renewed authorisation permits the issue of shares with the exclusion of subscription rights in direct or analogous application of Section 186(3), fourth sentence, of the German Stock Corporation Act ( AktG).

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

Conditional capital

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

In order to be able to continue to make use of this option for raising capital in the future, a new authorisation was resolved by the Annual General Meeting on 5 July 2024. To service the option or conversion rights or option or conversion obligations in t he event of the new authorisation being utilised, a new conditional capital (Conditional Capital 2024) was also resolved, along with a corresponding amendment to Article 4 of the Articles of Association, thereby cancelling the previous conditional capital in accordance with Article 4(6) of the Articles of Association.

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

Shareholders generally have a statutory subscription right to bonds issued by the Company. The bonds may also be taken up by one or more credit institutions or the members of a consortium of credit institutions, or by undertakings treated as equivalent to credit institutions pursuant to Section 186(5), first sentence, of the German Stock Corporation Act (AktG), subject to an obligation to offer them to shareholders for subscription. However, the Management Board is authorised, with the approval of the Super visory Board, to exclude shareholders' subscription rights to the bonds in the following cases:

• for fractional amounts arising from the subscription rights ratio;
• provided that the bonds are issued in return for cash payments and the issue price is not significantly lower than the theoretical market value of the bonds determined in accordance with recognised actuarial principles. However, this authorisation to exclu de subscription rights applies only to bonds with rights to shares to which a proportionate amount of the share capital attributable to a total of no more than 20% of the share capital relates, neither at the time this authorisation takes effect nor at the time it is exercised. The sale of own shares shall be counted towards this limit, provided that it takes place during the term of this authorisation with the exclusion of subscription rights in accordance with section 186(3), fourth sentence, of the Germa n Stock Corporation Act (AktG). Furthermore, shares issued during the term of this authorisation from authorised capital, excluding subscription rights in accordance with section 186(3), fourth sentence, of the German Stock Corporation Act (AktG), shall be counted towards this limit;
• where the debentures are issued in exchange for contributions in kind or services, in particular in the context of business combinations or for the (including indirect) acquisition of companies, businesses, parts of businesses, holdings or other assets or claims to the acquisition of assets, including claims against the Company, and the value of the contribution in kind is not unreasonably low in comparison with the theoretical market value of the bonds determined in accordance with recognised principles of financial mathematics.
• insofar as it is necessary to grant holders or creditors of option and/or conversion rights or corresponding option and/or conversion obligations arising from option and/or convertible bonds and/or profit participation rights, which have been or will be is sued by the Company or by companies in which the Company holds a direct or indirect majority stake, to grant a right of exchange or subscription for new shares to the extent to which they would be entitled as shareholders following the exercise of the opti on or conversion rights or following the fulfilment of the option or conversion obligations

The total number of shares issued to holders of bonds issued pursuant to this authorisation with the exclusion of subscription rights, taking into account shares issued during the term of this authorisation from authorised capital or from the Company's own share capital with the exclusion of subscription rights in return for cash and/or non cash contributions, exceed a total of 20% of the Company's share capital existing at the time of the resolution by the Annual General Meeting or – if this figure is lower – at the time of the exercise of this authorisation, whereby exclusions of subscription rights for fractional amounts shall not be taken into account. The issue of subscription rights or shares under share option schemes, which d o not currently exist at the Company, does not constitute an exclusion of subscription rights in this sense.

Holders or creditors of option and convertible bonds may be granted option or conversion rights to a total of up to 4,876,230 new bearer shares of the Company with a proportionate amount of the share capital totalling up to EUR 4,876,230.00 euros, in accor dance with the detailed terms and conditions of the bonds, or conversion obligations may be established in the corresponding amount. To service these rights or obligations, the Company's share capital was conditionally increased by resolution of the Annual General Meeting on 5 July 2024.

To date, the Management Board has not made use of the authorisation granted on 5 July 2024 to issue option and/or convertible bonds. The Company has not established any employee share ownership schemes. Insofar as employees of the Company have acquired an interest in the Company's share capital in any other manner, the Board of Directors is not aware that they are unable to exercise the control rights to which they are entitled in the same way as other shareholders, directly in accordance with the statutory provisions and the provisions of the Articles of Association.

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

In the event of a change of control, the existing syndicated loan agreement includes, as part of sound corporate governance, a right of termination for the participating banks in line with market practice.

Gelsenkirchen, 2 7 March 202 6

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

C ONSOLI DATED F INANCIAL S TATEMENTS

Consolidated statement of financial position	60
Consolidated statement of income	62
Consolidated statement of comprehensive income	63
Consolidated statement of changes in equity	64
Consolidated cash flow statement	65
Notes to the consolidated financial statements for the 2025 financial year	66

Consolidated statement of financial position

Assets in EUR thousand	31.12.2025	31.12.2024
Non - current assets
Intangible assets	13,204	13,251
Concessions, industrial property rights	821	1,099
Development costs	2,702	2,471
Goodwill	9,187	9,187
Advance payments	494	494
Property, plant and equipment	34,888	36,116
Land and buildings	17,556	19,651
Technical equipment and machinery	11,984	12,406
Other equipment, operating and office equipment	3,801	3,456
Advance payments and assets under construction	1,547	603
Financial assets	112	86
Securities held as fixed assets	112	86
Other assets	209	66
Deferred taxes	676	364
	49,089	49,883
Current assets
Inventories	20,223	21,844
Raw materials, consumables and supplies	11,304	12,931
Unfinished goods	268	344
Finished products and goods	8,633	8,556
Advance payments made	18	13
Receivables and other assets	11,980	10,235
Trade receivables	10,834	9,285
Other assets	1,146	950
Income tax assets	490	344
Cash and cash equivalents	12,393	11,584
	45,086	44,007
Total assets	94,175	93,890

Equity and liabilities in EUR thousand	31.12.2025	31.12.2024
Equity
Consolidated equity	68,649	63,206
Issued capital	9,618	9,618
Capital reserve	31,306	31,306
Retained earnings	29,219	23,129
Reserve for the market valuation of financial instruments	-595	-621
Reserves for the fair value measurement of hedging instruments	46	-203
Reserve for currency differences	-945	-23
Non - controlling interests	366	379
Total equity	69,015	63,585
Non - current liabilities
Provisions	268	265
Financial liabilities	13,613	18,886
Other liabilities	550	588
Deferred taxes	891	1,052
	15,322	20,791
Current liabilities
Provisions	153	145
Financial liabilities	1,505	1,648
Income tax liabilities	2,045	1,454
Other liabilities	6,135	6,267
Trade payables	2,101	2,149
Other liabilities	4,034	4,118
	9,838	9,514
Total liabilities and shareholders' equity	94,175	93,890

Consolidated statement of income

		2025	2024
		EUR thousand	EUR thousand
1.	Revenue	102,578	98,071
2.	Increase/Decrease in inventories of finished and unfinished goods	56	-204
3.	Other own work capitalised	132	73
4.	Other income	785	561
	Operating performance	103,551	98,501
5.	Cost of materials	-27,991	-28,109
6.	Personnel expenses	-37,469	-35,657
7.	Depreciation and amortisation	-5,551	-5,446
8.	Other expenses	-18,856	-16,755
9.	Financial result
	Financial expenses	-1,181	-1,335
	Other financial result	20	17
10.	Earnings before taxes	12,523	11,216
11.	Income taxes	-3,767	-2,930
12.	Consolidated result	8,756	8,286
	thereof: non - controlling interests	43	56
	thereof: share of shareholders of Masterflex SE	8,713	8,230
	Earnings per share (undiluted and diluted) in €	0.91	0.86

Consolidated statement of comprehensive income

		2025	2024
		EUR thousand	EUR thousand
	Consolidated result	8,756	8,286
	Other income
	Items that are subsequently reclassified to profit or loss if certain conditions are fulfilled
1.	Currency gains/losses from the translation of foreign financial statements	-948	394
2.	Changes in the market value of financial instruments	26	25
3.	Changes in the market value of hedging transactions	355	-361
4.	Income taxes	-106	87
5.	Other comprehensive income after taxes	-673	145
6.	Comprehensive income	8,083	8,431
	Comprehensive income	8,083	8,431
	thereof: non - controlling interests	43	56
	thereof: share of the shareholders of Masterflex SE	8,040	8,375

Consolidated statement of changes in equity

	Sub scribed capital	Ca pital re serve	Re tained ear nings	Reserve for the market valuation of financial instruments	Re serve for hedging trans actions	Reserve for ex change differences	Shares of share holders of Master flex SE	Non control ling inte rests	Equity
in EUR thousand
Equity as at 01.01.2024	9,618	31,306	17,374	- 646	71	-487	57,236	366	57,602
Distributions	0	0	-2,405	0	0	0	-2,405	-43	-2,448
Overall result	0	0	8,160	25	-274	464	8,375	56	8,431
Consolidated net income	0	0	8,230	0	0	0	8,230	56	8,286
Other comprehensive
income after income taxes	0	0	-70	25	-274	464	145	0	145
Changes in the fair value	0	0	0	25	0	0	25	0	25
of financial instruments
Changes in the
market value of	0	0	0	0	-361	0	-361	0	-361
hedging instruments
Currency gains/
losses from the
translation	0	0	-70	0	0	464	394	0	394
of foreign
financial statements
Income taxes
attributable to other comprehensive income	0	0	0	0	87	0	87	0	87
Equity as at 31.12.2024	9,618	31,306	23,129	-621	-203	-23	63,206	379	63,585
Distributions Overall result	0 0	0 0	-2,597 8,687	0 26	0 249	0 -922	-2,597 8,040	-56 43	-2,653 8,083
Consolidated net income	0	0	8,713	0	0	0	8,713	43	8,756
Other comprehensive
	0	0	-26	26	249	-922	-673	0	-673
income after income taxes Changes in the fair value
of financial instruments	0	0	0	26	0	0	26	0	26
Changes in the
market value of	0	0	0	0	355	0	355	0	355
hedging instruments
Currency gains/
losses from the
translation	0	0	-26	0	0	-922	-948	0	-948
of foreign
financial statements
Income taxes
attributable to other	0	0	0	0	-106	0	-106	0	-106
comprehensive income
Equity as at 31.12.2025	9,618	31,306	29,219	- 595	46	-945	68,649	366	69,015

Consolidated cash flow statement

in EUR thousand	31.12.2025	31.12.2024
Profit for the period before taxes, interest expenses and financial income	13,684	12,534
Income taxes	-3,971	-4,709
Amortisation of intangible assets	494	505
Depreciation of property, plant and equipment	5,057	4,941
Increase/decrease in provisions	11	-65
Other non - cash expenses/income and profit/loss from the disposal of fixed assets	-117	-20
decrease in inventories	1,620	401
Increase/decrease in trade receivables and other assets not attributable to investing or financing activities	-2,252	271
Increase/decrease in trade payables and other liabilities not attributable to investing or financing activities	224	-930
Cash flow from operating activities	14,750	12,928
Payments for investments in intangible assets
Payments for investments in property, plant and equipment
Cash flow from investment activities	-4,192	-2,773
Payments to company owners and minority shareholders (dividends, acquisition of treasury shares)	-2,653	-2,448
Interest and dividend income	20	17
Interest payments	-678	-1,133
Payments for lease liabilities	-1,516	-1,497
Payments for the repayment of loans	-4,000	-5,000
Cash flow from financing activities	-8,827	-10,061
Cash - effective changes in cash and cash equivalents	1,731	94
Exchange rate -related and other changes in the value of cash and cash equivalents	-922	464
Cash and cash equivalents at the beginning of the period	11,584	11,026
Cash and cash equivalents at the end of the period	12,393	11,584

Notes to the consolidated financial statements for the 2025 financial year

1. Principles of financial reporting

Principles of presentation

Masterflex SE, as the parent company of the Group, is registered in the Commercial Register at the Local Court of Gelsenkirchen under No. HRB 11744. The company's registered office is in Gelsenkirchen (Germany). The address is Masterflex SE, Willy -Brandt -A llee 300, 45891 Gelsenkirchen.

These consolidated financial statements have been prepared in accordance with section 315e(1) of the German Commercial Code (HGB) ('Consolidated financial statements in accordance with international accounting standards') and in accordance with Internation al Financial Reporting Standards (IFRS) and the relevant interpretations of the International Accounting Standards Board (IASB), as required by Regulation No. 1606/2002 of the European Parliament and of the Council on the application of international finan cial reporting standards in the EU as at 31 December 2025, and the supplementary provisions of German commercial law.

The balance sheet, the income statement, the statement of comprehensive income, the statement of changes in equity and the cash flow statement are presented. The notes to the financial statements also include segment reporting. The statement of changes in fixed assets, attached as an appendix, is also an integral part of the notes.

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

The consolidated financial statements are presented in euros (€). All amounts, including the previous year's figures, are stated in thousands of euros ( T €). All amounts are rounded to the nearest thousand. In individual cases, this may therefore result in minor discrepancies when adding individual figures to arrive at the total. The annual financial statements of the companies included in the consolidated financial statements are prepared as at the reporting date of the consolidated financial statements.

The Management Board of Masterflex SE prepared and approved these financial statements on 27 March 2026. They were approved by the Supervisory Board of Masterflex SE on 27 March 2026.

2. Accounting principles

Scope of consolidation

The consolidated financial statements of Masterflex SE include all domestic and foreign subsidiaries controlled by it, in respect of which Masterflex SE can exercise control over the investee, is exposed to variable returns from its investment and can infl uence the amount of those returns by virtue of its control. They are deconsolidated at the date on which the controlling influence ceases.

As at 31 December 2025, the scope of consolidation comprises, in addition to Masterflex SE, 8 domestic (previous year: 8) and 12 foreign (previous year: 11) subsidiaries. Masterduct Morocco was established in Casablanca, Morocco, in April 2025. As at 31 Decembe r 2025, the company is not material to the consolidated financial statements. The subsidiaries listed in the following overview are fully included in the consolidated financial statements as at 31 December 2025:

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

Acquired subsidiaries are accounted for using the purchase method. The cost of the acquisition is measured based on the cash and cash equivalents transferred, as well as the fair values of the assets transferred, equity instruments issued and liabilities a ssumed at the transaction date. Adjustments to the cost of acquisition arising from future events are recognised at the acquisition date, subject to the probability of occurrence and the availability of a sufficiently reliable estimate. In the context of a business combination, identifiable assets, liabilities and contingent liabilities are measured at their fair value at the transaction date upon initial consolidation, irrespective of any non controlling interests that may exist.

The portion of the cost of acquisition that exceeds the acquired share of the subsidiary's net assets measured at fair value is recognised as goodwill using the partial goodwill method. In the event that the cost of the acquisition is less than the net ass ets of the subsidiary measured at fair value, the difference is recognised directly in the income statement following a reassessment.

Some subsidiaries included in the consolidated financial statements make use of parts of the exemption provisions under Section 264(3) of the German Commercial Code (HGB). A list of the companies making use of these exemption provisions can be found in Not e 37.

Consolidation

The consolidated financial statements of Masterflex SE are based on the annual financial statements of the consolidated subsidiaries, which have been prepared in accordance with uniform Group accounting policies. The accounting policies of subsidiaries are amended where necessary to ensure uniform Group accounting and valuation.

Intra -group receivables, payables, expenses and income arising from transactions between group companies, as well as interim results from internal supplies and services relating to inventories, intangible assets and property, plant and equipment, are elimi nated – with the exception of expenses and income between continuing and discontinued operations. Deferred taxes are calculated on consolidation adjustments affecting profit or loss.

Equity consolidation is carried out in accordance with IFRS 3 by offsetting the carrying amounts of the investments against the proportionate equity of the subsidiaries, measured at fair value. In doing so, the equity of the acquired subsidiaries is determ ined at the acquisition date, taking into account the fair values of the assets, liabilities and contingent liabilities, deferred taxes and any goodwill at that date.

Currency translation

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

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

All financial statements of companies with a functional currency different from the reporting currency are translated into the reporting currency of the Masterflex consolidated financial statements. In doing so, the assets and liabilities of the consolidat ed companies are translated using the mid -market rates on the balance sheet date. The income statements of these companies are translated using rolling annual average exchange rates. Where the average exchange rate does not provide a reasonable approximati on of the actual transaction rates, translation is carried out using the respective transaction rates. Any resulting translation differences are recognised in other comprehensive income and transferred to a separate item in equity, where they are carried f orward. As at 31 December 2025, these currency differences amounted to -945 thousand euros (previous year: -23 thousand euros).

Upon the disposal of a foreign operation, all translation differences accumulated in equity that are attributable to Masterflex SE from the operation are reclassified to the income statement.

Goodwill, as well as hidden reserves and hidden liabilities identified as part of purchase price allocation arising from the acquisition of foreign subsidiaries whose functional currency differs from the reporting currency, and the adjustments resulting fr om fair value measurement, are translated into the assets or liabilities of these entities at the closing rate.

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

in €	Balance sheet date	Balance sheet date	Annual average exchange rate	Annual average exchange rate
	31.12.2025	31.12.2024	2025	2024
1 British pound (GBP)	1.14600	1.20601	1.16715	1.18117
1 US dollar (USD)	0.85106	0.96256	0.88496	0.92387
1 Brazilian real (BRL)	0.15537	0.15563	0.15855	0.17158
1 Czech crown (CZK)	0.04126	0.03971	0.04051	0.03981
1 Swedish krona (SEK)	0.09241	0.08727	0.09036	0.08747
1 Singapore dollar (SGD)	0.66203	0.70602	0.67769	0.69166
1 Renminbi (CNY)	0.12156	0.13187	0.12318	0.12841
1 Moroccan Dirham (MAD)	0.09335		0.09480

Intangible assets

Intangible assets comprise both internally generated and acquired assets. Internally generated intangible assets comprise capitalised in -house work and are recognised at cost, which is calculated from the date on which technological and economic feasibilit y is established until completion. In such cases, the capitalised production costs comprise all costs directly and indirectly attributable to the development process, as well as necessary portions of development -related overheads. Acquired intangible asset s comprise concessions and industrial property rights. Acquired intangible assets are capitalised at cost.

Where the useful life of an intangible asset can be determined, it is amortised on a straight -line basis over its useful life. The carrying amount of an intangible asset with a finite useful life is reviewed if it is likely to be impaired as a result of ev ents or changed circumstances. Intangible assets with an indefinite useful life are also tested for impairment annually. Impairment is assessed by comparing the asset's carrying amount with its recoverable amount (impairment test). Previously recognised im pairments must be reversed if the reasons for the impairment no longer apply. Any reversal is limited to a maximum of the amortised historical cost.

Goodwill

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

The recoverability of goodwill is tested at least once a year at the end of the financial year and whenever there are indications of impairment at the level of the cash -generating units. In this process, the recoverable amount of the individual cash -genera ting units is compared with the carrying amount, including goodwill. The recoverable amount corresponds to the internal value in use or the higher fair value less costs to sell. If the carrying amount of the assets

of the individual cash -generating unit exceeds the recoverable amount, an impairment loss exists in the amount of the difference, which must be recognised in the income statement.

Any impairment loss must first be deducted from goodwill. Any amount exceeding goodwill must be allocated to the other assets of the unit under test in proportion to their carrying amounts.

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

Property, plant and equipment

Property, plant and equipment comprises all tangible assets used for the production or supply of goods and services, for letting to third parties or for administrative purposes, and which are expected to be used for more than one period.

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, plus reversals of impairment losses. Capitalised production costs comprise all directly and indirectly attributable costs as well as necessary portions of overheads.

The carrying amount of property, plant and equipment is reviewed if it is likely to be impaired as a result of events or changed circumstances. The asset's recoverability is assessed by comparing its carrying amount with its recoverable amount (impairment test). If the carrying amount exceeds the recoverable amount, an impairment loss is recognised. To assess impairment, assets are grouped at the lowest level for which cash flows can be identified separately. If the reason for impairment ceases to apply in a subsequent period, a reversal of the impairment loss is recognised up to a maximum of the amortised historical cost.

Useful lives

The following useful lives were used as the basis for the depreciation of intangible assets and property, plant and equipment:

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

The expected useful life is reviewed at each balance sheet date and any changes in estimates are taken into account prospectively.

Financial assets

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

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

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

Receivables are measured on initial recognition at the transaction price in accordance with IFRS 15 and subsequently at amortised cost, which represents a reasonable estimate of fair value given the short maturities. If there is objective and substantial e vidence of impairment, an impairment loss is recognised. Such evidence of impairment includes, for example, a deterioration in a debtor's creditworthiness and associated payment delays or imminent insolvency. Required impairment losses are determined using the simplified approach based on lifetime expected credit losses. Receivables comprise financial receivables, trade receivables and other assets. Financial assets that are not to be accounted for in accordance with IFRS 15 are recognised at fair value in accordance with IFRS 9.

The settlement date is relevant for both the initial recognition and the derecognition of financial assets. Where financial derivatives are involved, the initial measurement is recognised in the balance sheet as at the contract date. Similarly, purchases o r sales of securities at market rates are recognised in the balance sheet as at the trade date. Derecognition takes place as soon as the right to receive cash or another financial asset expires through payment, remission, expiry of the limitation period, set -off or in any other way, or the right has been transferred to other companies or persons, whe reby the risks have passed to the acquirer.

At each balance sheet date, the Group assesses whether there is any indication of impairment of financial assets or a group of financial assets. Financial assets are considered impaired if, as a result of one or more events occurring after the initial reco gnition of the asset, there is objective evidence that the expected future cash flows of the financial assets have deteriorated. Objective evidence of an impairment event could include various factors such as payment arrears over a certain period, the init iation of enforcement proceedings, imminent insolvency or over indebtedness, the filing for or commencement of insolvency proceedings, or the failure of restructuring measures. Value adjustments to financial assets measured at amortised cost are also made using a forward -looking model, taking into account expected credit losses.

Impairment losses are recognised in the income statement. With the exception of equity instruments, financial assets are written back to amortised cost through profit or loss when the reasons for impairment no longer apply. Equity instruments are measured at fair value through other comprehensive income.

Leas es

As a lessee, the Masterflex Group leases assets, including property. For all contracts that qualify as leases under IFRS 16, right -of -use assets and lease liabilities are recognised.

A lease under IFRS 16 exists if the contract grants the right to control the use of an identified asset for a specified period in return for a payment.

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

The right -of -use asset is subsequently depreciated on a straight -line basis from the commencement date until the end of the lease term. In addition, the right -of -use asset is adjusted on an ongoing basis for impairment, where necessary, and for certain rem easurements of the lease liability.

The lease liability is recognised at the present value of the lease payments not yet made as at the commencement date. The Masterflex Group generally applies the incremental borrowing rate when discounting future lease payments, as the interest rate underl ying the lease cannot be readily determined.

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

Upon revaluation of the lease liability, a corresponding adjustment is made to the carrying amount of the right -of use asset.

Right -of -use assets and lease liabilities are not presented separately on the balance sheet. Right -of -use assets are included in the same balance sheet item as the underlying assets. Please refer to the statement of changes in property, plant and equipment for further details. Lease liabilities are presented under financial liabilities.

For low -value leases and short -term agreements with a term of less than twelve months, the application relief provided by IFRS 16 is utilised and the expense is recognised on a systematic basis over the term of the lease.

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

Deferred taxes

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

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

Inventories

Inventories are stated at the lower of cost and net realisable value. The majority of inventories are valued using the FIFO (First In – First Out) method. In addition to direct costs, production costs include manufacturing and material overheads incurred through production, depreciation and amortisation, as well as production -related admin istrative costs. Net realisable value is determined as the estimated sales proceeds less costs still to be incurred until completion and distribution costs. Impairment losses previously recognised are reversed if the reasons for the impairment no longer ap ply. Any write -up is limited to a maximum of the amortised historical cost. Prepayments are reported excluding the VAT component.

Cash and cash equivalents

Cash and cash equivalents (liquid assets) comprise mainly bank balances, cash on hand and cheques not yet cleared, and are stated at their nominal value, which corresponds to the market value. Liquid assets in foreign currencies were translated at the clos ing rate.

Subscribed capital/issued capital

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

Provisions

Provisions are recognised when the Group has a present obligation (of a legal or constructive nature) arising from a past event, and it is probable that the Group will be required to settle this obligation, and a reliable estimate of the amount is possible . The amount recognised as a provision is the best estimate at the balance sheet date of the future economic outflow required to settle the present obligation, taking into account the risks and uncertainties underlying the obligation. Provisions that inclu de an interest component are discounted.

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

The recognition of warranty provisions is based both on the actual warranty costs incurred in the past and on the assessed overall risk of our product portfolio. In addition, provisions are recognised when a warranty claim is known and a loss is probable. Recourse claims against suppliers are capitalised provided that their services are subject to a warranty and the claim is highly likely to be enforced.

Liabilities

Liabilities are measured at fair value on initial recognition. Subsequent measurement is at amortised cost using the effective interest method. Liabilities arising from lease agreements are recognised at the fair value of the leased asset at the inception of the lease or the present value of the minimum lease payments, whichever is lower. Liabilities comprise financial liabilities, trade payables and other liabilities.

All short -term benefits payable to employees are recognised under other liabilities to employees. Short -term liabilities to employees generally fall due in full no later than 12 months after the end of the service rendered. These include, amongst other thi ngs, wages, salaries, social security contributions, paid leave and profit -sharing schemes. They are recognised as an expense on a time -matching basis with the work performed. At the balance sheet date, the portion of the expense that exceeds payments alre ady made is recognised as a deferred liability.

Original financial instruments

Original financial instruments are contracts that result in a financial asset for one party and, at the same time, a financial liability or an equity instrument for the other party. In the Masterflex Group, original financial instruments include, in partic ular, trade receivables, securities, cash and cash equivalents, as well as financial liabilities and trade payables.

Original financial instruments are recognised on the settlement date in the case of purchases or sales at market rates. Foreign currency receivables and payables are measured at the respective closing rates.

Financial derivatives are recognised on the basis of financial mathematical models, in particular the Black -Scholes model, using corresponding derived valuation factors (Level 2) at initial recognition and continuing with the same valuation approach for su bsequent measurement.

Financial assets and financial liabilities are reported on a gross basis within the Masterflex Group. They are only offset if there is an enforceable right of set -off regarding the amounts at the relevant point in time and there is an intention to settle o n a net basis.

For accounting and measurement purposes, financial assets are grouped into the following categories:

• measured at amortised cost (Acquisition Cost AC),
• measured at fair value through profit or loss (FVTPL), Profit and Loss – FVTPL),
• measured at fair value through other comprehensive income (FVOCI).

The following categories have been established for the recognition and measurement of financial liabilities:

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

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

The Masterflex Group derecognises a financial asset when the contractual rights to the cash flows from an asset expire or it transfers the rights to receive the cash flows in a transaction in which all significant risks and rewards associated with ownershi p of the financial asset are also transferred. A derecognition also takes place if the Masterflex Group neither transfers nor retains all the significant risks and rewards associated with ownership and does not retain control over the transferred asset. An y share of such transferred financial assets that arises or remains within the Masterflex Group is accounted for as a separate asset or liability.

Financial assets are measured at amortised cost if the business model involves holding the financial asset to collect the contractual cash flows and the contractual terms of the instrument result exclusively in cash flows comprising interest payments and p rincipal repayments.

On initial recognition, financial instruments classified as Category AC are recognised at their fair value plus directly attributable transaction costs.

In the context of subsequent measurement, financial assets measured at amortised cost are measured using the effective interest method. When applying the effective interest method, all directly attributable fees, payments or receipts, transaction costs and other premiums or discounts included in the calculation of the effective interest rate are amortised over the expected life of the financial instrument.Interest income and expense arising from the application of the effective interest method are recognise d in profit or loss under interest income or interest expense from financial instruments.

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

Cash and cash equivalents comprise cash on hand and current account balances with banks. Cash equivalents are only recognised as cash and cash equivalents if they can be converted at any time into cash amounts that can be determined in advance, are subject only to immaterial risks of value fluctuations, and have a maturity of no more than three months from the date of acquisition. The estimated impairment loss on cash and cash equivalents is calculated on the basis of expected losses within twelve months an d reflects the short maturities. The Group assumes that its cash and cash equivalents have a low risk of default based on the external ratings of the banks and financial institutions. The Group has used a similar approach to determine the expected losses f or cash and cash equivalents as for debt instruments.

Financial assets held exclusively for trading purposes are recognised at fair value through profit or loss (FVTPL), with changes in value reported in profit or loss. Derivatives fall into this category unless they are used in hedge accounting.

Long -term and short -term financial liabilities to banks, trade payables and other liabilities, with the exception of derivative financial instruments, are measured as financial liabilities at amortised cost. Long -term liabilities are measured using the eff ective interest method, net of directly attributable transaction costs.

Interest income and expense arising from the application of the effective interest method are recognised in the income statement under interest income and interest expense from financial instruments, respectively.

Derivative financial instruments

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

Derivatives are measured at fair value on initial recognition. Subsequently, derivatives are measured at fair value. Resulting changes are generally recognised in profit or loss.

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

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

Cash flow hedging

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

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

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

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

If the hedge no longer meets the criteria for hedge accounting, or if the hedging instrument is sold, expires, is terminated or is exercised, hedge accounting for the hedging instruments is discontinued prospectively.

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

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

Revenue recognition

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

The transaction price is the consideration expected to be received for the transfer of the goods to a customer. Variable components of the transaction price, such as discounts, cash discounts or customer bonuses, reduce the revenue recognised. In customer orders, the contractual performance obligation is specified for each item along with the corresponding consideration/transaction price, thereby allocating the consideration to the individual performance obligations. Customer bonuses are calculated with the customer based on the sales volume expected by the end of the financial year and deferred as a reduction in revenue until payment is made to the customer.

Interest income is recognised in finance income on a time -proportional basis over the remaining term, taking into account the effective interest rate and the amount of the outstanding receivable.

Borrowing costs

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

Research and development

Research expenditure is recognised immediately as an expense. Development expenditure aimed at a significant further development of a product or process is capitalised if the product or process is technically and economically feasible, the development is m arketable, the expenditure can be reliably measured and sufficient resources are available to complete the development project. All other development expenditure is recognised immediately in the income statement. Capitalised development expenditure on comp leted projects is stated at cost less accumulated depreciation and impairment losses.

Government grants

Government grants are recognised at fair value in accordance with IAS 20 if the Group meets the necessary conditions for receiving the grant. Operating grants are recognised over the period in which the corresponding costs, for which they were awarded, are incurred. Government grants for investments are recognised as a deferred item and released to profit or loss on a straight -line basis over the useful life of the capitalised assets for which the grant was received. Performance -related government grants ar e presented separately as 'other income'.

Estimates and judgements

The preparation of the consolidated financial statements requires the use of estimates and judgements that affect the amounts recognised for assets, liabilities, provisions, deferred tax assets and liabilities, income and expenses, as well as the disclosur e of contingent liabilities and commitments. Although these estimates and assumptions are made with care and diligence, it cannot be ruled out that the actual amounts may differ from the estimates.

Factors that could cause a negative deviation from expectations include, for example, a deterioration in the global economy, developments in exchange rates and interest rates, as well as significant legal proceedings and changes to environmental or other l egal regulations. Production faults, the loss of key customers and rising financing costs may also adversely affect the Group's future success.

The following outlines the potential effects of changes in estimates on the recognition and measurement of assets and liabilities:

a. Development services

To determine the recoverability of capitalised amounts, management must make assumptions regarding the amount of future cash flows expected from the assets, the period over which the expected future cash flows generated by the assets will be received, and the interest rates to be applied. Furthermore, assumptions are made regarding the distinction between development costs eligible for capitalisation and research costs not eligible for capitalisation. Estimates are determined to the best of our ability as a t the balance sheet date (see Section 3).

b. Goodwill

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

c. Deferred taxes

When assessing the recoverability of deferred tax assets, management evaluates the extent to which there are more reasons for than against realisation. Whether the deferred tax assets can actually be realised depends on whether sufficient taxable income wi ll be generated in the future to offset the tax loss carryforwards. To this end, management considers the timing of the reversal of deferred tax liabilities as well as expected future taxable income. Based on the expected future business development, manag ement assumes that the deferred tax assets will be realised (see section 26).

d. Provisions and contingent liabilities

Changes in the assessment of the probability of a present obligation or an outflow of economic resources may result in items previously classified as contingent liabilities being recognised as provisions, or in changes to the amounts of provisions (see sec tion 11).

Assumptions and estimates are also required for impairment of doubtful receivables, as well as for contingent liabilities and provisions, and furthermore in determining the fair value of property, plant and equipment and intangible assets, and the net real isable value of inventories.

In individual cases, actual values may differ from the assumptions and estimates made, necessitating a significant adjustment to the carrying amount of the assets or liabilities concerned. Changes in estimates are recognised in profit or loss in accordance with IAS 8 at the time of improved knowledge.

New accounting standards

No use was made of the option to early adopt new standards, revisions to standards and interpretations that had already been adopted by 31 December 2025 and endorsed by the European Union by the date of approval of the consolidated financial statements.

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

IAS 21 Changes related to a currency's lack of convertibility

The amendments to IAS 21 require an entity to apply a consistent approach when assessing whether a currency is convertible into another currency and, if this is not the case, when determining the exchange rate to be used and the necessary disclosures.

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

At the time of preparing the IFRS consolidated financial statements as at 31 December 2025, the following accounting standards and interpretations, as well as amendments to existing standards, had already been published but were not yet mandatory:

Standard/ Interpretation		Obligation to apply as of
IFRS 9/IFRS 7	Changes in relation to supplier financing agreements	01.01.2026
IFRS 9/IFRS 7	Changes in relation to supplier financing agreements	01.01.2026
IFRS 18	Presentation and disclosures in the financial statements	01.01.2027

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

The new standard, IFRS 18, will replace the previous standard, IAS 1 Presentation of Financial Statements. The aim in developing the new standard was to improve reporting on an entity's financial performance, with a focus on the income statement. Key chang es include the introduction of predefined subtotals and the categorisation of income and expenses in the income statement, requirements to improve the summarisation and breakdown of items, and the introduction of disclosures regarding certain performance i ndicators defined by management. The impact of the standards on Masterflex's financial position is currently still being assessed. At this stage, the Management Board does not expect any significant impact from the first -time application of the standard.

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

	Standard/ Interpretation		Obligation to apply as of
·	IFRS 19	Subsidiaries without a public accounting obligation: Details	01.01.2027
·	IAS 21	Changes regarding the translation into a hyperinflationary presentation currency	01.01.2027

As things stand, the first -time application of the requirements will have no impact on the financial statements of Masterflex SE.

Notes to the consolidated balance sheet: Assets

3. Non - current assets

The development of non -current assets is presented separately in a consolidated statement of changes in non current assets, which forms part of the notes to the financial statements (see appendix). Following the conclusion of the new syndicated loan agreem ent in 2024, the only collateral for liabilities to banks consists of land charge entries amounting to EUR 10,668 thousand (previous year: EUR 13,523 thousand).

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

a) Intangible assets

All intangible assets are acquired, with the exception of certain industrial property rights and development work carried out by Masterflex SE, Matzen & Timm GmbH and Novoplast Schlauchtechnik GmbH. The industrial property rights relate to patents created in-house. The development work comprises capitalisable expenditure incurred in the development of marketable products and patents acquired for this purpose.

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

	Internally generated	Acquired
in EUR thousand	intangible assets	intangible assets	Goodwill	Total
Balance on Jan. 1, 2024	3,214	4,971	15,090	23,274
Additions	414	63	0	477
Departures	0	-80	0	-80
Transfers	-102	102	0	0
Exchange rate differences	0	0	0	0
Balance on Dec. 31, 2024	3,526	5,056	15,090	23,671
Additions	432	21	0	453
Departures	-25	-4	0	-29
Transfers	-27	47	0	20
Exchange rate differences	0	-2	0	-2
Balance on Dec. 31, 2025	3,906	5,118	15,090	24,113

Current depreciation and accumulated depreciation are made up as follows:

	Internally generated	Acquired
in EUR thousand	intangible assets	intangible assets	Goodwill	Total
Balance on Jan. 1, 2024	842	3,177	5,903	9,922
Depreciation and amortisation financial year	121	385	0	506
Departures	0	7	0	7
Exchange rate differences	0	0	0	0
Balance on Dec. 31, 2024	963	3,555	5,903	10,421
Depreciation and amortisation financial year	160	334	0	494
Departures	0	4	0	4
Exchange rate differences	0	-1	0	-1
Balance on Dec. 31, 2025	1,123	3,883	5,903	10,909

The carrying amounts are composed as follows:

in EUR thousand	Internally generated intangible assets	Acquired intangible assets	Goodwill	Total
Balance on Dec. 31, 2024	2,564	1,500	9,187	13,251
Balance on Dec. 31, 2025	2,784	1,233	9,187	13,204

Internally generated intangible assets include acquired licences amounting to EUR 83 thousand (previous year: EUR 93 thousand). The advance payments made are allocated to the acquired intangible assets.

b) Financial assets

Financial assets comprise the following:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Securities held as fixed assets	112	86

The securities are fixed -income securities from a European share index, which are classified as fair value through other comprehensive income (FVOCI) in accordance with IFRS 9. The financial instruments are classified as Level 1 input factors with quoted p rices in active markets for identical assets or liabilities.

In the 2025 financial year, a fair value increase of EUR 26 thousand was recognised in equity through other comprehensive income (see Section 9).

The acquisition costs, unrealised gains, unrealised losses and fair values of securities available for sale at any time as at 31 December 2025 are as follows:

in EUR thousand	Acquisition costs	Unrealised losses	Market value
	708	596	112

Income from securities amounted to EUR 3,000 (previous year: EUR 3,000).

4. Inventories

Inventories are made up as follows:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Raw materials and supplies	11,304	12,931
Work in progress	268	344
Finished products and goods	8,633	8,556
Prepayments made	18	13
Total inventories	20,223	21,844

Inventories amounting to EUR 27,714 thousand (previous year: EUR 27,789 thousand) were recognised in cost of materials (see Note 20).

Raw materials, consumables and supplies decreased by EUR 1,627 thousand to EUR 11,304 thousand. Work in progress decreased by EUR 76 thousand to EUR 268 thousand. Finished goods and merchandise increased by EUR 77 thousand to EUR 8,633 thousand.

Write -downs of inventories to net realisable value were made in the amount of EUR 208 thousand (previous year: EUR 119 thousand).

5. Receivables and other assets

Receivables and other assets comprise the following:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Trade receivables	10,834	9,285
Other assets	1,288	1,016
Other financial assets	66	0
Total receivables and other assets	12,188	10,301

Other assets amounting to EUR 196 thousand (previous year: EUR 66 thousand) have a remaining term of more than one year. Other financial assets amounting to EUR 13 thousand (previous year: EUR 0 thousand) have a remaining term of more than one year.

Other assets comprise the following:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Accruals and deferrals	533	425
Deposits	239	103
Receivables from tax authorities	205	72
Creditors with debit balances	98	175
Receivables from health insurance funds	64	79
Receivables from the Federal Employment Agency	64	64
Receivables from personnel	60	59
Other	25	39
Total other assets	1,288	1,016

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

Prepayments and deferred expenses consist primarily of prepayments for insurance premiums, maintenance contracts, trade fair costs, decoration costs, licence fees and consultancy costs.

6. Trade receivables

The valuation of trade receivables is as follows:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Current cost of trade receivables	10,924	9,359
Impairments	-90	-74
Trade receivables	10,834	9,285

Trade receivables are classified in measurement category AC in accordance with IFRS 9.

Total impairment losses on trade receivables amount to EUR 90 thousand (previous year: EUR 74 thousand).

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

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

2025 in EUR thousand
Carrying amount		10,834
1. of which neither impaired nor overdue as of the balance sheet date		7,647
2. of which not impaired, but past due as of the balance sheet date		3,187
less than 30 days	1,878
30 to 59 days	573
60 to 89 days	379
90 to 119 days	94
120 days or more	263

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

7. Income tax refund claims

Income tax refund claims amounted to EUR 490 thousand as at the balance sheet date (previous year: EUR 344 thousand). All income tax refund claims are due within one year.

8. Cash and cash equivalents

Cash and cash equivalents comprise bank balances and cash on hand:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Cash and cash equivalents	12,393	11,584

The effective interest rate was 0.00%.

Notes to the consolidated balance sheet: Liabilities

9. Equity

Capital management

The strategic orientation of the Masterflex Group sets the framework for the optimisation of capital management. The sustainable increase in enterprise value in the interests of shareholders, customers and employees is to be achieved through a steady impro vement in earnings driven by growth and efficiency improvements in our business processes. This requires a balance between business and financial risks and the financial flexibility of the Masterflex Group, which is achieved through intensive communication with the financial market and, in particular, with the banks.

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

For an explanation of the development of equity, please refer to the statement of changes in equity.

Subscribed capital/issued capital

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

No treasury shares were sold or newly acquired during the 2025 financial year. As at the balance sheet date, Masterflex SE held 134,126 treasury shares (previous year: 134,126).

The 134,126 no -par value bearer shares have a notional par value of EUR 134,126. They represent 1.38% of the share capital of Masterflex SE. The shares were acquired between September 2004 and July 2005. The company was authorised by the relevant resolutions of the Annual General Meetings in 2004 and 2005 to acquire treasury s hares up to a maximum proportion of the share capital attributable to these shares amounting to EUR 450,000.00. This represented 10% of the company's share capital at the time of the A nnual General Meeting, amounting to EUR 4,500,000.00. The acquired shares – together with other own shares held by the company or attributable to it pursuant to Sections 71a et seq. of the German Stock Corporation Act (AktG) – were not permitted to exceed 10% of the company's share capital at an y time. The authorisation was not to be used for the purpose of trading in own shares.

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

Authorisation to acquire own shares

By resolution of the Annual General Meeting of 19 May 2021, the Management Board was authorised, from 20 May 2021 until 19 May 2026, with the approval of the Supervisory Board, to acquire own shares amounting to up to 10% of the Company's share capital exi sting at the time of the Annual General Meeting's resolution or – if this figure is lower – at the time the authorisation is exercised. The authorisation may not be used for the purpose of trading in own shares.

The Management Board and the Supervisory Board did not make use of these authorisations in 2025.

Authorised capital

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

The Management Board is authorised to amend the wording of Section 4 of the Articles of Association following the full or partial implementation of the share capital increase in accordance with the extent to which the 2021 Authorised Capital has been utili sed and, should the 2021 Authorised Capital not have been utilised ly or in full by 15 May 2026, to amend it after the expiry of the authorisation period. The Management Board is authorised, with the approval of the Supervisory Board, to determine the furt her content of the rights attached to the shares and the terms and conditions of the share issue.

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

Conditional capital

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

The Management Board has not made use of the authorisation granted on 28 May 2019 to issue option and/or convertible bonds.

In order to be able to continue to make use of this option for raising capital in the future, a new authorisation was resolved by the Annual General Meeting on 5 July 2024. To service the option or conversion rights or option or conversion obligations in t he event of the new authorisation being utilised, a new conditional capital (Conditional Capital 2024) was also resolved, along with a corresponding amendment to Article 4 of the Articles of Association, thereby cancelling the previous conditional capital in accordance with Article 4(6) of the Articles of Association.

The Company's Annual General Meeting has therefore authorised the Management Board on 5 July 2024 to issue, with the approval of the Supervisory Board, bearer or registered option and/or convertible bonds with a total nominal value of up to EUR 60,000,000. 00 on one or more occasions until 4 July 2029.

To date, the Management Board has not made use of the authorisation granted on 5 July 2024 to issue option and/or convertible bonds.

Capital reserve

The capital reserve amounted to EUR 31,306 thousand as at the balance sheet date (previous year: EUR 31,306 thousand).

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

Retained earnings

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

Reserve for the fair value measurement of financial instruments

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

Reserve for hedging instruments

Forward currency contracts designated for hedging purposes are measured at fair value through other comprehensive income and recognised in other comprehensive income, and are included in the item "Reserves for the market valuation of hedging instruments" i n equity.

Currency differences

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

in EUR thousand	Currency differences from the translation of foreign financial statements	Currency differences according to IAS 21.17	Currency differences according to IAS 21.19	Total
Balance on Dec. 31, 2023	-210	-372	95	-487
Change 2024	464	0	0	464
Balance on Dec. 31, 2024	254	-372	95	-23
Change 2025	-922	0	0	-922
Balance on Dec. 31, 2025	-668	-372	95	-945

Taxes relating to items recognised directly in equity were also treated as such in accordance with IAS 12.61 and included in the changes in currency translation differences shown above.

The changes in fair value recognised directly in equity amounting to EUR 0 thousand (previous year: EUR 0 thousand) are recognised in profit or loss upon settlement of the foreign currency liability in accordance with IAS 21.17/21.19/21.32 in conjunction w ith IAS 21.37. A reversal of the currency differences recognised in equity, recognised in profit or loss, only takes place at the time of disposal of the economically independent sub -unit.

10. Non - controlling interests

As at 31 December 2025, non -controlling interests in companies within the Masterflex Group amounted to EUR 366,000 (previous year: EUR 379,000). These relate to Masterflex S.A.R.L., based in Béligneux, France, which has been part of the Masterflex Group si nce 1992 and serves as the sales subsidiary for France.

Non -controlling interests accounted for a total comprehensive income of E UR 43 thousand in the 2025 financial year (previous year: EUR 56 thousand ).

11. Provisions

Provisions are composed as follows:

in EUR thousand	Balance on Jan. 1, 2025	Utilisation	Reversal	Addition	Balance on Dec. 31, 2025
Royalties	265	135	14	152	268
Warranties	145	145	0	153	153
Total	410	280	14	305	421

a) Non -current provisions

Non -current provisions relate to the performance -related components of the Management Board's remuneration amounting to EUR 268 thousand (previous year: EUR 265 thousand), which are not paid out until the third year following the reference year.

b) Current provisions

Provisions for warranties have been recognised for warranty claims that had become known by the balance sheet date, in the amount of the expected expenses.

12. Financial liabilities

Financial liabilities as at 31 December 2025 comprised:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Liabilities to banks	10,668	14,543
Lease liabilities	2,945	4,182
Other financial liabilities	0	161
Non - current financial liabilities	13,613	18,886
Liabilities to banks	0	0
Lease liabilities	1,505	1,519
Other financial liabilities	0	129
Current financial liabilities	1,505	1,648
Total financial liabilities	15,118	20,534

Liabilities to banks

Liabilities to banks are distributed by maturity as follows:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Liabilities with a remaining term of up to 1 year	0	0
Liabilities with a remaining term of between 1 and 5 years	10,668	14,543
Total liabilities to banks	10,668	14,543

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

The syndicated loan agreement concluded in September 2024 has a volume of EUR 55.0 million and a term until September 2029. The amount drawn down as at the reporting date was EUR 11.0 million. Due to the use of the effective interest method, there is a difference of EUR 332,000 as at 31 December 2025 between the drawn -down loan amount of EUR 11,000,000 and the liabilities to banks measured at amortised cost of EUR 10,668,000.

For accounting purposes, the syndicated loan agreement was reduced by the directly attributable transaction costs of EUR 486,000 upon initial recognition. Subsequent measurement is carried out using the effective interest method at amortised cost. The difference between the disbursement amount (after deduction of transaction costs) and the repayment amount is allocated over the term in accordance with the effective interest method and recognised in net interest income.

The claims of the banking syndicate arising from the syndicated loan agreement are secured by the companies of the Masterflex Group with assets having a carrying amount of EUR 10,668 thousand (previous year: EUR 13,523 thousand).

Of this amount, EUR 10,668 thousand (previous year: EUR 13,523 thousand) relates to land charges.

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

Borrowings from banks in the eurozone bore interest at rates ranging from 2.98% to 3.72% (previous year: 4.35% to 5.18%), depending on the term and purpose of the financing.

As at 31 December 2025, there were bank credit facilities (cash credit facilities) of EUR 55,553 thousand. Of this amount, EUR 44,553 thousand in bank credit facilities remained unused.

Lease liabilities

The outstanding lease payments have the following maturities:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Liabilities with a remaining term of up to 1 year	1,505	1,519
Liabilities with a remaining term of between of up to 1 year	2,945	4,182
Total lease liabilities	4,450	5,701

Further details regarding lease liabilities are provided in Note 17.

13. Income tax liabilities

Income tax liabilities relate to current tax and amounted to EUR 2,045 thousand as at the balance sheet date (previous year: EUR 1,454 thousand).

14. Other liabilities

The details of other liabilities are set out in the table below:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Trade accounts payable	2,101	2,149
Contract liabilities	133	226
Other liabilities	4,451	4,480
Total other liabilities	6,685	6,855

The recognition of contractual liabilities arises from advance payments received under contracts with customers, which are settled in the short term through the delivery of finished goods by the Group.

Other liabilities include the following items:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Bonuses, severance payments, commissions	1,379	1,412
Liabilities from taxes	642	657
Deferred income	588	625
Outstanding invoices	530	499
Acquisition costs	310	272
Holiday	309	302
Liabilities towards employees	214	215
Social security	158	128
Bonuses to customers	138	151
Employer's liability insurance association	93	86
Debtors with credit balances	90	133
Total	4,451	4,480

Accrued income consists almost exclusively of government grants intended to support investment. The release of these accruals results in other income of EUR 37,000.

The grants received relate primarily to subsidies for the expansion of production facilities and for technical equipment and machinery between 1995 and 2011. The grants were awarded for the purchase of machinery, as well as plant and office equipment. All necessary evidence of expenditure has been provided in full.

The item "Other liabilities" includes liabilities amounting to EUR 550 thousand (previous year: EUR 588 thousand) that do not fall due until one year after the balance sheet date.

15. Trade payables

As at the balance sheet date of 31 December, the following trade payables existed:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Trade accounts payable	2,101	2,149

The fair values correspond to the carrying amounts reported. Trade payables amounting to EUR 2,101 thousand (previous year: EUR 2,149 thousand) are due within one year.

16. Financial instruments

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

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

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Financial assets
Measured at amortised cost	23,982	21,460
Measured at fair value through other comprehensive income (hedging relationship)	65	0
Measured at fair value without effect on profit or loss	112	86
Financial liabilities
Measured at amortised cost	21,214	26,474
Measured at fair value through other comprehensive income (hedging relationship)	0	290

The carrying amounts and fair values of current and non -current financial assets as at the balance sheet date are:

	Dec. 31, 2025
	Total	AC		FVPL		FVOCI
in EUR thousand	CA*	CA*	FV*	CA*	FV*	CA*	FV*
Assets
Financial assets	112	0	0	0	0	112	112
Cash and cash equivalents	12,393	12,393	12,393	0	0	0	0
Trade receivables	10,834	10,834	10,834	0	0	0	0
Other financial assets	65	0	0	0	0	65	65
Other assets	755	755	755	0	0	0	0
Total assets Liabilities	24,159	23,982	23,982	0	0	177	177
Liabilities to banks	10,668	10,668	10,668	0	0	0	0
Lease liabilities	4,450	4,450	4,450	0	0	0	0
Other financial liabilities	0	0	0	0	0	0	0
Trade accounts payable	2,101	2,101	2,101	0	0	0	0
Other liabilities	3,995	3,995	3,995	0	0	0	0
Total liabilities	21,214	21,214	21,214	0	0	0	0

* CA = Carrying amount, FV = Fair Value

	Dec. 31, 2024
	Total	AC		FVPL		FVOCI
in EUR thousand	CA*	CA*	FV*	CA*	FV*	CA*	FV*
Assets
Financial assets	86	0	0	0	0	86	86
Cash and cash equivalents	11,584	11,584	11,584	0	0	0	0
Trade receivables	9,285	9,285	9,285	0	0	0	0
Other financial assets	0	0	0	0	0	0	0
Other assets	591	591	591	0	0	0	0
Total assets Liabilities	21,546	21,460	21,460	0	0	86	86
Liabilities to banks	14,543	14,543	14,543	0	0	0	0
Lease liabilities	5,701	5,701	5,701	0	0	0	0
Other financial liabilities	290	0	0	0	0	290	290
Trade accounts payable	2,149	2,149	2,149	0	0	0	0
Other liabilities	4,081	4,081	4,081	0	0	0	0
Total liabilities	26,764	26,474	26,474	0	0	290	290

The reported carrying amount of current and non -current financial assets is used as an appropriate basis for fair value at the reporting date following a review of the available information. This assessment is based on the fact that, as at the reporting da te, there were no observable market prices or transactions indicating deviating market values, and that supporting valuation indicators (e.g. current cash flow forecasts, market -standard capitalisation or discount factors and comparable market figures) do not suggest a material deviation of fair value from the carrying amount.

The Masterflex Group holds no cash collateral and does not offset items on its balance sheet. Derivative financial instruments, balances with banks and liabilities to banks are reported on a gross basis in the consolidated balance sheet.

The Masterflex Group does not hold any collateral in respect of financial assets.

The Masterflex Group distinguishes between performing, non -performing and uncollectible financial assets. For performing financial assets, impairment is recognised based on the expected 12 -month credit loss. For non performing financial assets, impairment is recognised in the amount of the credit loss expected up to maturity. Irrecoverable receivables are recognised as disposals. A receivable is considered non -performing (definition of default) if a past due period of more than 90 days or a deterioration in the customer's creditworthiness indicates that a debtor is failing to meet its payment obligations to the Masterflex Group.

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

Dec. 31, 2025			Gross carrying	Value	Net carrying
in EUR thousand	Credit quality	Treatment	amount	adjustment	amount
Other	collectible	12-month ECL*	755	0	755
assets	non -performing	lifetime ECL*	0	0	0
Trade receivables	collectible	lifetime ECL* simplified approach	9,615	0	9,615
	non -performing	lifetime ECL*	1,309	90	1,219
			10,924	90	10,834
Cash and cash	collectible	12-month ECL*	12,393	0	12,393
equivalents	non -performing	lifetime ECL*	0	0	0
			12,393	0	12,393

* ECL = Expected Credit Loss

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

T he Masterflex Group recognises loan loss provisions and provisions for other receivables by taking into account past events and expectations regarding the future development of credit risk. The methods used to measure loan loss provisions have not changed compared with the previous year.

Due to a slight deterioration in the credit ratings of customers, provisions have increased from EUR 74,000 in the previous year to EUR 90,000 in the 2025 financial year.

Cash and cash equivalents comprise cash on hand and bank balances. The Masterflex Group holds cash and cash equivalents exclusively with banks of the highest creditworthiness and with probabilities of default close to zero. In the event of a significant in crease in the probability of default, Group companies are instructed to withdraw cash and cash equivalents immediately. For this reason, cash and cash equivalents fall into the recoverable category (12 month ECL).

Value adjustments on trade receivables are consistently measured at the expected credit loss to maturity, in accordance with the simplified approach under IFRS 9.5.5.15.

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

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

With regard to trade receivables, the expected credit loss model was reviewed in relation to the assessment of future economic conditions in light of current geopolitical uncertainties. The focus here was particularly on our customers' past and expected pa yment behaviour. Our trade receivables consist primarily of outstanding invoices for delivered products. During the review, we did not identify any issues relating to our receivables portfolio that indicate a significant impairment. We continuously monitor our trade receivables for any potential deterioration due to geopolitical uncertainties.

Net results from financial instruments

Net results for 2025 broken down by valuation category:

in EUR thousand	Interest result	Operating result	Other result	Net results 2025
Financial assets
Measured at amortised cost kosten bewertet	0	-16	0	-16
Measured at fair value through other comprehensive income	0	0	26	26
Measured at fair value through other comprehensive income (hedging relationship)	0	0	355	355
Financial liabilities
Measured at amortised cost	-1,181	0	0	-1,181
Measured at fair value without effect on profit or loss (hedging relationship)	0	0	0	0
Total	-1,181	0	0	-1,181

Net results for 2024 broken down by valuation category:

in EUR thousand	Interest result	Operating result	Other result	Net results 2025
Financial assets
Measured at amortised cost kosten bewertet	0	51	0	51
Measured at fair value through other comprehensive income	0	0	25	25
Measured at fair value through other comprehensive income (hedging relationship)	0	0	0	0
Financial liabilities
Measured at amortised cost	-1,335	0	0	-1,335
Measured at fair value without effect on profit or loss (hedging relationship)	0	0	-361	-361
Total	-1,335	0	-361	-1,696

Derivative financial instruments

The Group has entered into two fixed -rate forward exchange contracts to hedge highly probable transactions (sales of products), and these are accounted for as a hedging relationship. The agreements each have a term until 11 March 2027. The fair value of the derivative, which was en tered into for a total of USD 4,320 thousand , amounted to EUR 65 thousand as at the balance sheet date and was recognised under other financial assets. As the hedging relationship was classified as substantially fully effective, EUR 355 thousand was recogn ised in other comprehensive income as changes in the fair value of the hedging instrument.

The reserve for the fair value measurement of hedging instruments changed by EUR 249,000 during the financial year, from EUR -203,000 to EUR 46,000. The change results from fair value changes of EUR 355,000 and deferred taxes of EUR 106,000. The fair value of the forward exchange contracts was determined externally on the basis of a Black -Scholes valuation. The forward exchange contracts were classified as Level 2 and assigned to the valuation category 'Financial assets (debt instrume nts) measured at fair v alue through other comprehensive income'.

Leas es

As a lessee, contracts were primarily concluded for property and vehicles. Lease contracts are negotiated individually and each contains different terms regarding, for example, extension, termination or purchase options.

Contracts for the lease of land and buildings have average terms of 6 years. The payments agreed for these contracts are adjusted annually in many cases. Lease contracts for assets other than land and buildings generally have average terms of 3 years.

Contracts for the hire of vehicles generally include a right of early return and an extension option.

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

In connection with leases, the following amounts were also recognised in the income statement in the 2025 financial year:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Interest expense from the accrual of interest on lease liabilities	175	168
Expenses for short -term leases with a term of more than one and not more than 12 months	62	55
Expenses for leases with underlying assets of low value (excluding short -term leases)	182	178
Total	419	401

Cash outflows relating to activities as a lessee amounted to EUR 1,935 thousand in 2025 (previous year: EUR 1,898 thousand).

Notes to the Consolidated Income Statement

18. Revenue

Revenue is recognised in accordance with IFRS 15. Contracts with customers are not aggregated, as either a framework agreement exists that governs relationships with customers and is generally renegotiated annually, or customers place orders on a case -by -c ase basis and upon request.

Revenue from the supply of high -tech hoses and connection systems is recognised on a point -in-time basis, as the criteria for period -based revenue recognition under IFRS 15.35 are not met. The transfer of control of high -tech hoses and connection systems d elivered to customers is recognised at the time of delivery of these goods to the customer in accordance with the terms of delivery, as most of the indicators listed in IFRS 15.38 are met at this point in time. Industry -standard payment terms without signi ficant financing components are used. Variable consideration is generally not present. Contracts with customers contain only performance guarantees relating to the intended use.

Revenue comprises primarily sales of high -tech hoses and connection systems, net of sales deductions, and was recognised in full on an accrual basis in the 2025 financial year.

As at 31 December 2025, trade receivables amounted to EUR 10,834 thousand (previous year: EUR 9,285 thousand). There were no contract assets arising from contracts with customers as at either 31 December 2024 or 31 December 2025.

19. Other income

Other income is broken down as follows:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Income from non -operating ancillary revenues	193	130
Electricity tax refunds	160	0
Refunds from previous years	113	0
Exchange rate gains from currency translation	85	231
Other income unrelated to the accounting period	64	36
Allowances	37	37
Income from the reversal of deferrals	36	25
Insurance compensation	25	17
Income from the sale of investments	25	5
Income from the reversal of valuation allowances on receivables	3	0
Expenditure subsidy from public authorities	2	2
Other	42	78
Total	785	561

Non -operating revenue relates to a variety of individual cases arising from operating activities, such as sales to employees, merchandising and scrap proceeds.

20. Cost of materials

The cost of materials is made up as follows:

in EUR thousand	2025	2024
Cost of raw materials, supplies and merchandise	27,714	27,789
Expenses for services purchased	277	320
Total	27,991	28,109

21. Personnel expenses

Staff costs increased by EUR 1,812 thousand in 2025 to EUR 37,469 thousand (previous year: EUR 35,657 thousand). Personnel expenses include wages and salaries amounting to EUR 30,500 thousand (previous year: EUR 29,204 thousand) as well as social security contributions and pension expenses of EUR 6,969 thousand (previous year: EUR 6,453 thousand).

The company's occupational pension scheme comprises defined contribution plans. Under defined contribution plans, the company assumes no further obligations beyond the payment of contributions to the fund. The expenses are recognised in current staff costs ; no provision is made. The expenses for this amount to EUR 462 thousand (previous year: EUR 461 thousand). Employer contributions to the pension scheme are not included in these benefits.

22. Other expenses

Other expenses are broken down as follows:

in EUR thousand	Dec. 31, 2025	Dec. 31, 2024
Selling expenses	6,580	5,886
Operating expenses	3,861	3,694
Administrative expenses	3,848	3,863
Room operating costs	2,677	2,168
Insurance	562	542
Expenses from exchange rate differences	638	88
Warranties	19	0
Other	264	127
Other taxes	348	352
Expenses for valuation allowances	59	35
Total	18,856	16,755

23. Research and development expenditure

Capitalisable development costs were recognised under the item "Intangible assets". Research and non capitalisable development costs were recognised as an expense at the time they were incurred. In the 2025 financial year, research and development expenses amounting to EUR 688 thousand (previous year: EUR 745 thousand) were recognised in the income statement.

24 . Impairment of ass ets

The recoverable amount is determined by calculating the value in use using the discounted cash flow method. The cash flows used to determine the values in use were calculated on the basis of management's medium -term planning. These five -year forecasts, par ticularly regarding revenue and earnings trends, are based on past experience and expectations regarding future market developments, taking into account strategic and operational measures already initiated for business segment management, based on manageme nt's best possible assessment of future developments.

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

To take account of the different risk/return profiles of our core business areas, we calculate individual cost of capital rates for our companies (CGUs). The weighted average cost of capital rates, known as pre -tax WACC, which were used to discount the cas h flows, range between 9.38% and 11.83% (previous year: 9.39% and 11.16%). Please refer to the table below for a breakdown by CGU. When extrapolating future cash flows beyond the five -year detailed planning period, a growth rate of 1.0% was applied to the CGUs, as in the previous year.

The following goodwill, resulting from the acquisitions of subsidiaries made in previous years, remains unchanged from the previous year and has been allocated to the following CGUs. The table below shows, in addition to the amortised cost of goodwill per CGU, their individual cost of capital rates:

	EUR thousand	WACC 2025	WACC 2024
APT Advanced Polymer Tubing GmbH	5,929	10.39	11.16
Flexmaster USA, Inc.	1,488	11.83	11.12
FLEIMA -PLASTIC Ltd.	1,075	9.66	9.39
Novoplast Schlauchtechnik GmbH	462	10.32	9.87
Matzen & Timm GmbH	233	9.38	10.06
Total	9,187

In the financial years 2024 and 2025, the impairment test for goodwill did not result in any impairment loss.

25. Financial result

The financial result is composed as follows:

in EUR thousand	2025	2024
Other interest and similar income	20	17
Interest and similar expenses	-1,181	-1,335
Total	-1,161	-1,318

Interest income arises from short -term investments.

26 . Inco me tax

The income tax expense in the profit and loss account is made up as follows:

in EUR thousand	2025	2024
Income tax expense	-4,365	-3,066
Deferred taxes
from time differences	238	-73
from loss carryforwards	360	209
Total deferred taxes	598	136
Total income tax expense	-3,767	-2,930

The following reconciliation of income taxes for the financial year 2025 is based on the total tax rate (trade tax and corporation tax rates, including the solidarity surcharge on the corporation tax rate) of 30.0% (previous year: 30.0%) and results in an effective tax rate of 30.1% (previous year: 26.1%):

in EUR thousand	2025	2024
Earnings before income taxes	12,523	11,216
Expected tax expense 30.0%	-3,757	-3,365
Change in deferred tax assets on loss carryforwards or utilisation of loss carryforwards in the fiscal year/unutilised losses	84	19
Effects of non -deductible expenses and tax - exempt income	-309	-131
Tax effect on tax rate differences	596	577
Back tax payments for previous years	-282	0
Other	-99	-30
Total tax expense	-3,767	-2,930

The recognition of the reduction in the German corporation tax rate under the Act on an Immediate Tax Investment Programme to Strengthen Germany as a Business Location ("Growth Booster Act") has no material impact on the calculation of deferred taxes as at the reporting date.

The base figure (profit before income tax) corresponds to the consolidated net profit for the year plus income tax and deferred tax as shown in the income statement.

Deferred tax liabilities arise from tax loss carry forwards and the individual balance sheet items as follows:

	Dec. 31, 2025		Dec. 31, 2024
	Deferred tax	Deferred tax	Deferred tax	Deferred tax
in EUR thousand	assets	liabilities	assets	liabilities
Loss carryforwards	636	0	276	0
Fixed assets	390	1,292	381	1,386
Inventories	33	0	35	0
Receivables	26	136	14	203
Other assets	37	26	22	28
Provisions	13	0	12	0
Liabilities	153	49	231	42
Before netting	1,288	1,503	971	1,659
Balancing	-612	-612	-607	-607
Consolidated Statement of Financial Position	676	891	364	1,052

Deferred tax assets and liabilities are offset if there is a legally enforceable right to set off actual tax refund claims against actual tax liabilities and if the deferred taxes relate to income taxes levied by the same tax authority.

The recoverability of deferred tax assets relating to tax loss carry forwards was reviewed using a five -year plan, taking minimum taxation into account. The recoverability is assured due to the positive earnings forecast derived from a medium -term plan. Fu rthermore, parts of the tax loss carry forwards arose from expenses relating to refinancing and the capital increase. The realisation of these tax loss carry forwards is assured with sufficient certainty.

As at 31 December 2025, Masterflex recognised deferred tax assets of EUR 636 thousand (previous year: EUR 276 thousand) against tax loss carry forwards.

For foreign subsidiaries, tax rates vary between 21% and 26%.

No deferred tax assets were recognised against tax loss carry forwards amounting to EUR 6,775 thousand (previous year: EUR 6,608 thousand), as their utilisation is not sufficiently certain. The loss carry forwards of the German companies can be carried for ward indefinitely. The utilisation of loss carry forwards of foreign companies is generally subject to a time limit.

No deferred tax liabilities were recognised in respect of temporary differences relating to associated companies amounting to EUR 9,843 thousand (previous year: EUR 9,930 thousand), as it is not probable that these temporary differences will reverse in the foreseeable future and the Masterflex Group is in a position to manage the reversal.

Taxes amounting to EUR -106 thousand (previous year: EUR 87 thousand) are attributable to other comprehensive income; these result from exchange rate differences in accordance with IAS 21 and were charged or credited directly to equity.

27. Earnings per share

Earnings per share are calculated as follows:

	2025	2024
Result of the fiscal year (EUR thousand)	8,713	8,230
Weighted average of shares issued	9,618,334	9,618,334
Earnings per share (EUR)	0.91	0.86

There are no dilutive effects for either the 2025 financial year or the previous year.

28. Appropriation of earnings

The annual financial statements of Masterflex SE prepared in accordance with German commercial law show a retained profit of EUR 31,770 thousand as at 31 December 2025.

The Management Board and Supervisory Board propose to the Annual General Meeting that, from the retained earnings of Masterflex SE as at 31 to distribute an amount of EUR 2,885,500.20 to the 9,618,334 issued shares of the share capital as at 31 December 2025 to the shareholders as a dividend and to carry forward the remaining amount of EUR 28,884,973.27 to new account. This corresponds to a dividend of EUR 0.30 per dividend -entitled share.

As at 31 December 2025, Masterflex SE has restricted amounts totalling EUR 1,792 thousand, all of which relate to the capitalisation of development costs.

29. Financial risk management

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

In addition to primary financial instruments, various derivative financial instruments may be used, including forward exchange contracts, currency options and interest rate swaps. Derivative financial instruments are used exclusively to hedge existing or p lanned underlying transactions and serve to reduce foreign exchange, interest rate and commodity price risks; their use is agreed on a case -by -case basis with the Management Board of Masterflex SE.

Management of currency risks

The international nature of the Group's business activities results in cash flows in various currencies, particularly in US dollars. Foreign currency positions include currency risks arising from highly probable future business transactions, foreign curren cy receivables and payables, and from fixed -term purchase and sale contracts denominated in foreign currencies. Orders in emerging markets are generally invoiced in US dollars or euros.

The sensitivity analysis based on outstanding monetary items denominated in US dollars, assuming a 10% change in the US dollar against the euro, results in an impact of approximately EUR 232 thousand on equity.

As at 31 December 2025, the Group held the following instruments to hedge against exchange rate fluctuations:

	Maturity
	1-6 months	7-12 months	More than a year
Exchange rate risk
Forward exchange transactions
Net risk in TUSD	480	480	240
Average EUR:USD forward rate	1.1817	1.1817	1.1817
Net risk in TUSD	480	480	240
Average EUR:USD forward rate	1.1169	1.1169	1.1169

Management of interest rate risk

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

The resulting financial liabilities and cash investments are partially exposed to interest rate risk. In some cases, derivative financial instruments may be used to hedge interest rate risk with the aim of minimising interest rate volatility and the financ ing costs of the underlying transactions.

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

Based on a 100 -basis -point fluctuation in the interest rate, the sensitivity analysis results in an additional/reduced cash outflow of approximately EUR 148 thousand.

Management of default risks

At Masterflex, the risks associated with trade receivables are monitored and assessed on a decentralised basis, and default risk is partially mitigated through the use of trade credit insurance.

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

Risk management relating to loans and investments in subsidiaries is carried out via a group -wide controlling system comprising fully consolidated forecasts, monthly consolidated financial statements and regular reviews of business performance.

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

Management of liquidity risks

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

The table shows the contractually agreed repayments of financial liabilities:

2025 in EUR thousand	Carrying amount	2026	2027	2028	2029	2030	≥ 2031
Trade payables	2,101	2,101	0	0	0	0	0
Liabilities to banks	10,668	0	0	0	10,668	0	0
Lease liabilities	4,805	1,729	975	491	485	462	663
Other liabilities	3,861	3,861	0	0	0	0	0
Total	21,435	7,691	975	491	11,153	462	663

2024 in EUR thousand	Buchwert	2025	2026	2027	2028	2029	≥ 2030
Trade payables	2,149	2,149	0	0	0	0	0
Liabilities to banks	14,543	0	0	0	0	14,543	0
Lease liabilities	5,701	1,519	1,341	878	430	452	1,081
Other liabilities	3,855	3,855	0	0	0	0	0
Total	26,248	7,523	1,341	878	430	14,995	1,081

The amounts shown for lease liabilities relate to the amounts actually payable , which consist of a principal repayment component and an interest component.

The table shows only the payments on financial liabilities that had been contractually agreed as at the balance sheet date, excluding projected figures for future new liabilities. Financial liabilities repayable at any time are presented as due within one year. Payments arising from operating leases are reported under financial liabilities.

The accruals of EUR 588 thousand (previous year: EUR 625 thousand) reported under 'Other liabilities' are non cash items. Consequently, their reversal is not shown in the table.

30. Contingent liabilities and other financial obligations

Apart from the collateral mentioned in sections 3, 12 and 16, there were no contingent liabilities arising from warranty agreements, guarantees or other contingent liabilities as at the balance sheet date.

31. Segment reporting

The Masterflex Group is managed as a single -segment entity. Management is based on information at Group level, which the full Management Board, as the chief operating decision maker, receives for the purpose of performance measurement and resource allocation for the entire Masterflex Group (the so -called "management approach").

Following the disposal of business segments in previous years, Masterflex SE now has only one operating segment, the core business segment (HTS).

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

The segment is managed on the basis of both revenue and earnings (earnings before interest and income tax (EBIT)).

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

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

Segment information:

in EUR thousand	2025	2024
Sales revenue from third parties outside the Group	102,578	98,071
EBIT	13,684	12,534
Investments in property, plant and equipment and intangible assets	4,664	5,722
Scheduled depreciation	5,551	5,446
Assets	94,175	93,890

The geographical breakdown of revenue is reported at Group level. The basis for calculation is the customer's registered office. This results in the following geographical breakdown of revenue:

in EUR thousand	2025	2024
Germany	39,752	39,554
Rest of Europe	22,234	21,542
Third countries	40,592	36,975
Total	102,578	98,071

In the 2025 financial year, as in the previous year, no single customer accounted for more than 10% of consolidated revenue.

The reconciliation of EBIT to profit after tax is as follows:

Reconciliation to Group after -tax result in EUR thousand	2025	2024
EBIT	13,684	12,534
Interest income/income from investments	20	17
Interest expense, etc.	-1,181	-1,335
EBT	12,523	11,216
Taxes on income and earnings	-4,365	-3,066
Deferred taxes	598	136
Earnings after taxes	8,756	8,286

Rounding differences possible

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

Non -current assets in EUR thousand	2025	2024
Germany	42,838	42,900
Rest of Europe	976	914
Third countries	4,486	5,619
Total	48,300	49,433

The reconciliation of segment assets to consolidated assets is as follows:

in EUR thousand	2025	2024
Segment assets	92,897	93,096
Deferred tax assets	676	364
Tax receivables	490	344
Financial assets	112	86
Group assets	94,175	93,890

32. Cash flow statement

The consolidated cash flow statement has been prepared in accordance with IAS 7. A distinction is made between cash flows from operating, investing and financing activities. The cash and cash equivalents disclosed in the cash flow statement correspond to t he balance sheet item 'Cash and cash equivalents'.

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

Liabilities arising from financing activities developed as follows from 1 January to 31 December 2025:

in EUR thousand	As of Dec. 31, 2024	Non - cash (accrued interest)	Non - cash (lease liability)	Non - cash items (foreign exchange transactions)	As of Dec. 31, 2025
Current financial liabilities	1,648	-1,516	1,502	-129	1,505
Non - current financial liabilities	18,886	-4,000	-1,112	-161	13,613
Total liabilities from financing activities	20,534	-5,516	390	- 290	15,118

33. Related party transactions

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

The remuneration of key management personnel within the Group, which is subject to disclosure in accordance with IAS 24, comprises the remuneration of the Management Board and the Supervisory Board.

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

In the past financial year, total remuneration for the Management Board and Supervisory Board under IFRS amounted to EUR 1,400 thousand (previous year: EUR 1,385 thousand). The remuneration of the Supervisory Board amounted to EUR 136 thousand (previous year: EUR 106 thousand) and consisted exclusively of short -term components.

The following table sets out the individual components of the Management Board's remuneration in accordance with IFRS:

in EUR thousand	2025	2024
Basic remuneration	750	750
Remuneration in kind and fringe benefits	100	87
Total short -term non -performance -related remuneration	850	837
Short -term performance -related remuneration	247	268
Total short -term remuneration	1,097	1,105
Long -term performance -related remuneration	167	174
Total long -term remuneration	167	174
Total remuneration (according to IFRS)	1,264	1,279

The total remuneration of the Management Board and Supervisory Board in accordance with the German Commercial Code (HGB) amounted to EUR 1,420,000 (previous year: EUR 1,306,000). Of this, EUR 1,284,000 (previous year: EUR 1,200,000) was attributable to the Management Board and EUR 136,000 (previous year: EUR 106,000) to the Supervisory Board. The Management Board's remuneration comprised short -term non performance -related remuneration of EUR 850,000 (previous year: EUR 837,000), short -term performance relat ed remuneration of EUR 283,000 (previous year: EUR 236,000) and long -term performance -related remuneration of EUR 152,000 (previous year: EUR 127,000). The remuneration for the Supervisory Board members included attendance fees of EUR 13,000 (previous year : EUR 6,000).

34. Declaration on the German Corporate Governance Code

In December 2025, the Management Board and Supervisory Board of Masterflex SE once again issued a declaration of conformity in accordance with Section 161 of the German Stock Corporation Act (AktG) and made it permanently available to shareholders on the c ompany's website at https://www.masterflexgroup.com/investor relations/corporate -governance/ .

35. Number of employees

The number of employees during the reporting period is broken down by operational function as follows:

	2025	2024
Production	386	382
Sales	88	81
Management	95	98
Technology	36	40
Employees in the Group	605	601
thereof trainees	22	15

36. Auditors' fees

In the 2025 financial year, the expense (provision) for the auditor of the consolidated financial statements, BDO AG, Wirtschaftsprüfungsgesellschaft, totals EUR 190,000 and comprises the fees for the audit of the consolidated financial statements as well as the audit of the statutory financial statements of Masterflex SE and its domestic subsidiaries.

37. Exemption of subsidiaries pursuant to section 264(3) of the German Commercial Code (HGB)

The following subsidiaries make partial use of the exemption under Section 264(3) of the German Commercial Code (HGB):

• Novoplast Schlauchtechnik GmbH
• Matzen & Timm GmbH
• M&T Verwaltungs GmbH
• FLEIMA -PLASTIC GmbH.

38. Events after the balance sheet date

No events of particular significance have occurred since the balance sheet date that would have led to a different presentation of the Group's financial position, results of operations and cash flows.

The military escalation in the Middle East between the USA, Israel and Iran represents a potentially significant uncertainty for the economic development of the Masterflex Group. The sharp rise in energy prices may have a detrimental impact on the Masterfl ex Group's earnings position in the long term.

It is not yet possible to assess what impact this war will have on the Masterflex Group's supply chains.

As things stand, there are no implications for the Masterflex Group's financial position, cash flow and results of operations.

39. Publication of the consolidated financial statements

These consolidated financial statements, which cover the broadest scope of consolidation of Masterflex SE, were prepared by the Management Board on 27 March 2026 and approved for publication on 31 March 2026.

Gelsenkirchen, 27 March 2026

The Management Board

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

Consolidated statement of c hanges in non -current assets 2025

	AC/PC	Additions	Disposals	Transfers	Exchange rate differences	AC/PC
in EUR thousand	Jan. 1, 2025					Dec. 31, 2025
Intangible assets
Concessions, industrial property rights	4,970	21	4	47	-2	5,032
Development work	3,117	432	25	-27	0	3,497
Goodwill	15,090	0	0	0	0	15,090
Prepayments made	494	0	0	0	0	494
Total	23,671	453	29	20	-2	24,113
Property, plant and equipment
Land and buildings	38,153	204	0	0	-711	37,646
– thereof rights of use from IFRS 16	9,133	55	138	0	-340	8,710
Technical equipment and machinery	42,483	732	166	678	-693	43,034
Other equipment, operating and office equipment	15,686	1,371	2,305	219	-181	14,790
– thereof rights of use from IFRS 16	1,472	418	72	0	-2	1,816
Advance payments and assets under construction	603	1,904	42	-917	-1	1,547
Total	96,925	4,211	2,513	-20	-1,586	97,017
Financial assets
Securities held as fixed assets	708	0	0	0	0	708
Total	708	0	0	0	0	708
	121,304	4,664	2,542	0	1,588	121,838

Consolidated statement of changes in non -current assets 2025

	Accumul - ated depreci - ation	Depre - ciation in the fiscal year	Disposals	Changes in fair value recognised directly in equity	Exchange rate differences	Accumu - lated depreci - ation	Book value as at	Book value as at
in EUR thousand	Jan. 1, 2025					Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Intangible assets
Concessions, industrial property rights	3,871	344	4	0	-1	4,210	821	1,099
Development work	646	150	0	0	0	796	2,702	2,471
Goodwill	5,903	0	0	0	0	5,903	9,187	9,187
Prepayment made	0	0	0	0	0	0	494	494
Total	10,420	494	4	0	-1	10,909	13,204	13,251
Property, plant and equipment
Concessions, industrial property rights	18,502	2,066	3	0	-475	20,090	17,556	19,651
- thereof rights of use from IFRS 16	4,094	1,268	138	0	-105	5,119	3,591	5,039
Technical equipment and machinery	30,077	1,762	163	0	-626	31,050	11,984	12,406
Other equipment, operating and office equipment	12,230	1,228	2,302	0	-167	10,989	3,801	3,456
–thereof rights of use from IFRS 16	921	361	72	0	1	1,211	605	551
Advance payments and assets under construction	0	0	0	0	0	0	1,547	603
Total	60,809	5,057	2,468	0	-1,268	62,129	34,888	36,116
Financial assets
Securities held as fixed assets	622	0	0	-26	0	596	112	86
Total	622	0	0	-26	0	596	112	86
	71,851	5,551	2,472	-26	-1,269	73,634	48,204	49,453

Consolidated statement of changes in non -current assets 2024

	AC/PC	Additions	Disposals	Transfers	Exchange rate differences	AC/PC
in EUR thousand	Jan. 1, 2024					Dec. 31, 2024
Intangible assets
Concessions, industrial property rights	4,789	63	7	125	0	4,970
Development work	2,805	414	0	-102	0	3,117
Goodwill	15,090	0	0	0	0	15,090
Prepayments made	590	0	73	-23	0	494
Total	23,274	477	80	0	0	23,671
Property, plant and equipment
Land and buildings	36,748	2,561	1,405	0	249	38,153
– thereof rights of use from IFRS 16	7,886	2,418	1,405	0	234	9,133
Technical equipment and machinery	40,667	535	165	1,101	345	42,483
Other equipment, operating and	14,467	1,386	271	8	96	15,686
office equipment
– thereof rights of use from IFRS 16	1,119	531	181	0	3	1,472
Advance payments and assets under construction	950	763	7	-1,109	6	603
Total	92,832	5,245	1,848	0	696	96,925
Financial assets
Securities held as fixed assets	733	0	25	0	0	708
Total	733	0	25	0	0	708
	116,839	5,722	1,953	0	696	121,304

Consolidated statement of changes in non -current assets 2024

	Accumul - ated depreci - ation	Depre - ciation in the fiscal year	Disposals	Changes in fair value recognised directly in equity	Exchange rate differences	Accumu - lated depreci - ation	Book value as at	Book value as at
in EUR thousand	Jan. 1, 2024					Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2023
Intangible assets
Concessions, industrial property rights	3,483	395	7	0	0	3,871	1,099	1,306
Development work	536	110	0	0	0	646	2,471	2,269
Goodwill	5,903	0	0	0	0	5,903	9,187	9,187
Prepayment made	0	0	0	0	0	0	494	591
Total	9,922	505	7	0	0	10,420	13,251	13,353
Property, plant and equipment
Concessions, industrial property rights	17,649	2,047	1,367	0	173	18,502	19,651	19,099
- thereof rights of use from IFRS 16	4,204	1,113	1,367	0	144	4,094	5,039	3,682
Technical equipment and machinery	28,176	1,757	140	0	284	30,077	12,406	12,491
Other equipment, operating and office equipment	11,254	1,137	248	0	87	12,230	3,456	3,213
–thereof rights of use from IFRS 16	790	311	181	0	1	921	551	329
Advance payments and assets under construction	0	0	0	0	0	0	603	950
Total	57,079	4,941	1,755	0	544	60,809	36,116	35,753
Financial assets
Securities held as fixed assets	672	0	25	-25	0	622	86	62
Total	672	0	25	-25	0	622	86	62
	67,673	5,446	1,787	-25	544	71,851	49,453	49,168

OTHER INFORMATION

Balance sheet oath

"To the best of our knowledge, we confirm that, in accordance with the applicable accounting standards, the consolidated financial statements give a true and fair view of the Group's financial position, results of operations and cash flows, and that the co nsolidated management report presents the course of business, including the results of operations, and the Group's position in such a way as to give a true and fair view, and that the significant opportunities and risks associated with the Group's expected development are described."

Gelsenkirchen, 27 March 2026

The Management Board

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

Independent auditor's report

To Masterflex SE, Gelsenkirchen

Report on the audit of the consolidated financial statements and the combined management report

Audit Opinions

We have audited the consolidated financial statements of Masterflex SE, Gelsenkirchen, and its subsidiaries (the Group) — comprising the consolidated balance sheet as at 31 December 2025, the consolidated income statement, the consolidated statement of com prehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the financial year from 1 January 2025 to 31 December 2025, and the notes to the consolidated financial statements, including significant inform ation on accounting policies —.

In addition, we have audited the combined management report (report on the position of the Company and the Group) of Masterflex SE for the financial year from 1 January 2025 to 31 December 2025. We have not audited the content of the sections of the combin ed management report listed under "OTHER INFORMATION" in accordance with German statutory requirements.

In our opinion, based on the findings of our audit

• the accompanying consolidated financial statements comply in all material respects with the IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) (hereinafter "IFRS Accounting Standards"), as adopted by the EU, and with th e supplementary German statutory provisions applicable pursuant to section 315e(1) 1 HGB, and, in accordance with these regulations, gives a true and fair view of the Group's net assets and financial position as at 31 December 2025 and of its financial per formance for the financial year from 1 January 2025 to 31 December 2025;
• the accompanying summary management report as a whole presents a true and fair view of the Group's position. In all material respects, this summary management report is consistent with the consolidated financial statements, complies with German statutory r equirements and accurately presents the opportunities and risks associated with future development. Our audit opinion on the condensed management report does not extend to the content of the components of the condensed management report listed under "OTHER INFORMATION".

In accordance with section 322(3), first sentence, of the German Commercial Code (HGB), we declare that our audit has not led to any objections regarding the regularity of the consolidated financial statements and the summary management report.

Basis for the audit opinions

We conducted our audit of the consolidated financial statements and the combined management report in accordance with Section 317 of the German Commercial Code (HGB) and the EU Audit Regulation (No. 537/2014; hereinafter "EU Audit Regulation"), in complian ce with the German standards on the due performance of audits established by the Institute of Public Auditors in Germany (IDW). Our responsibilities under these regulations and standards are described in more detail in the section "THE AUDITOR'S RESPONSIBI LITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE COMBINED MANAGEMENT REPORT" of our auditor's report. We are independent of the Group companies in accordance with European, German commercial and professional regulations and have fulfil led our other German professional obligations in accordance with these requirements.

Furthermore, in accordance with Article 10(2)(f) of the EU Audit Regulation, we declare that we have not provided any prohibited non -audit services as defined in Article 5(1) of the EU Audit Regulation.

We believe that the audit evidence we have obtained is sufficient and appropriate to serve as a basis for our audit opinions on the consolidated financial statements and the combined management report.

Matter of particular importance in the audit of the consolidated financial statements

Key audit matters are those matters which, in our professional judgement, were of the greatest significance in our audit of the consolidated financial statements for the financial year from 1 January 2025 to 31 December 2025. These matters were taken into account in the context of our audit of the consolidated financial statements as a whole and in forming our audit opinion thereon; we do not issue a separate audit opinion on these matters.

We have identified the following matter as the key audit matter to be communicated in our auditor's report:

Impairment of goodwill

Matter

Cash -generating units with goodwill are subjected to an impairment test by the Company as at 31 December of each financial year and whenever there are indications of impairment. The recoverable amount is determined on the basis of value in use using a valu ation model based on the discounted cash flow method. If the carrying amount of a cash -generating unit exceeds the recoverable amount, an impairment loss is recognised on the goodwill in the amount of the difference.

The assessment of the recoverability of goodwill is complex and requires numerous estimates and judgements by the legal representatives, particularly with regard to the amount of future cash surpluses, the growth rate for forecasting cash flows beyond the detailed planning period, and the discount rate to be used. Due to the materiality of the goodwill for the consolidated financial statements of Masterflex SE and the significant uncertainties associated with its valuation, this constitutes a key audit matt er.

Masterflex SE's disclosures regarding goodwill are set out in Note 2 'Accounting Policies – Goodwill', Note 3a) 'Intangible Assets' and Note 24 'Impairment of Assets' of the Notes to the Consolidated Financial Statements.

Auditor's response and findings

As part of our audit, we assessed the appropriateness of the key assumptions and parameters subject to judgement, as well as the calculation method used in the impairment tests, with the involvement of our valuation specialists. We have gained an understan ding of the planning methodology and the planning process, as well as the key assumptions made by the legal representatives in the planning. We have reconciled the forecast of future cash surpluses over the detailed planning period with the multi -year plan approved by the Supervisory Board. We have verified the assumptions underlying the planning and the growth rates assumed in the forecast of cash flows beyond the detailed planning period by comparing them with current industry -specific market expectations .

Furthermore, we critically reviewed the discount rates used on the basis of the weighted average cost of capital of a peer group. Our audit also covered the sensitivity analyses carried out by Masterflex SE.

Overall, we were satisfied that the assumptions made by the legal representatives when performing the impairment test and the valuation parameters used are reasonable and fall within an acceptable range.

Other information

The legal representatives and the Supervisory Board are responsible for the other information. The other information comprises:

• the separate summarised non -financial report published on the parent company's website, to which reference is made in section "B. Economic Report" of the summarised management report
• the separately published corporate governance statement pursuant to Section 289f HGB or Section 315d HGB, to which reference is made in section "B. Economic Report" of the consolidated management report
• the remaining parts of the annual report, with the exception of the audited consolidated financial statements and the consolidated management report, as well as our audit opinion

Our audit opinions on the consolidated financial statements and the combined management report do not extend to the other information, and accordingly we do not express an audit opinion or any other form of audit conclusion in respect thereof.

In connection with our audit of the consolidated financial statements, we have a responsibility to read the other information and, in doing so, to assess whether the other information

• contain material inconsistencies with the consolidated financial statements, the combined management report or our audit findings, or

• otherwise appear to be materially misstated.

If, on the basis of the work we have performed, we conclude that there is a material misstatement in this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibility of the legal representatives and the Supervisory Board for the consolidated financial statements and the combined management report

The legal representatives are responsible for the preparation of the consolidated financial statements, which comply in all material respects with the IFRS Accounting Standards as adopted by the EU and the supplementary German statutory provisions applicab le pursuant to section 315e(1) of the German Commercial Code (HGB), and for ensuring that the consolidated financial statements, in accordance with these provisions, give a true and fair view of the Group's assets, financial position and results of operati ons of the Group. Furthermore, the legal representatives are responsible for the internal controls which they have determined to be necessary to enable the preparation of consolidated financial statements that are free from material misstatements due to fr audulent acts (i.e. accounting manipulation and financial losses) or errors.

In preparing the consolidated financial statements, the legal representatives are responsible for assessing the Group's ability to continue as a going concern. Furthermore, they are responsible for disclosing matters relating to the Group's ability to cont inue as a going concern, where relevant. In addition, they are responsible for preparing the financial statements on a going concern basis, unless there is an intention to liquidate the Group or to cease trading, or there is no realistic alternative to doi ng so.

Furthermore, the legal representatives are responsible for preparing the consolidated management report, which as a whole provides a true and fair view of the Group's position, is consistent with the consolidated financial statements in all material respec ts, complies with German statutory requirements and accurately presents the opportunities and risks of future development. Furthermore, the legal representatives are responsible for the arrangements and measures (systems) which they have deemed necessary t o enable the preparation of a combined management report in accordance with the applicable German statutory provisions, and to be able to provide sufficient and appropriate evidence for the statements in the combined management report.

The Supervisory Board is responsible for overseeing the Group's financial reporting process for the preparation of the consolidated financial statements and the combined management report.

Responsibility of the Group auditor for the audit of the consolidated financial statements and the combined management report

Our objective is to obtain reasonable assurance as to whether the consolidated financial statements as a whole are free from material misstatements, whether due to fraud or error, and whether the combined management report as a whole gives a true and fair view of the Group's position, is consistent in all material respects with the consolidated financial statements and with the findings of our audit, complies with German statutory requirements, and accurately presents the opportunities and risks of future d evelopment, and to issue an auditor's report containing our opinions on the consolidated financial statements and the combined management report.

Reasonable assurance is a high level of assurance, but not a guarantee, that an audit conducted in accordance with Section 317 of the German Commercial Code (HGB) and the EU Audit Regulation, in compliance with the German Standards on Auditing established by the Institute of Public Auditors in Germany (IDW), will always detect a material misstatement. Misstatements may result from fraud or error and are considered material if it could reasonably be expected that, individually or in the aggregate, they would influence the economic decisions taken by users on the basis of these consolidated financial statements and the combined management report.

During the audit, we exercise professional judgement and maintain a critical attitude. Furthermore,

• we identify and assess the risks of material misstatements in the consolidated financial statements and the combined management report arising from fraud or error, plan and perform audit procedures in response to these risks, and obtain audit evidence that is sufficient and appropriate to serve as a basis for our audit opinions. The risk that a material misstatement resulting from fraud will not be detected is higher than the risk that a material misstatement resulting from error will not be detected, as fr aud may involve collusion, forgery, intentional omissions, misrepresentations or the circumvention of internal controls.
• we obtain an understanding of the internal controls relevant to the audit of the consolidated financial statements and the arrangements and measures relevant to the audit of the combined management report in order to plan audit procedures that are appropri ate in the circumstances, but not with the aim of expressing an audit opinion on the effectiveness of the Group's internal controls or of these arrangements and measures.

• we assess the appropriateness of the accounting policies applied by the legal representatives and the reasonableness of the estimated values and related disclosures presented by the legal representatives.

• we draw conclusions on the appropriateness of the going concern accounting policy applied by the legal representatives and, based on the audit evidence obtained, whether there is any material uncertainty relating to events or conditions that may cast signi ficant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the relevant disclosures in the consolidated financial statements and the combin ed management report or, if these disclosures are inadequate, to modify our audit opinion accordingly. We draw our conclusions on the basis of the audit evidence obtained up to the date of our audit report. However, future events or circumstances may resul t in the Group being unable to continue as a going concern.

• w e assess the presentation, structure and content of the consolidated financial statements as a whole, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in such a way that the consoli dated financial statements, in accordance with the IFRS Accounting Standards as adopted by the EU and the supplementary German statutory provisions applicable pursuant to Section 315e(1) 1 HGB, give a true and fair view of the Group's financial position, results of operations and cash flows.
• w e plan and carry out the audit of the consolidated financial statements in order to obtain sufficient and appropriate audit evidence regarding the financial information of the companies or business segments within the group, as a basis for forming our audi t opinions on the consolidated financial statements and the combined management report. We are responsible for directing, supervising and reviewing the audit work performed for the purposes of the audit of the consolidated financial statements. We bear so le responsibility for our audit opinions.
• w e assess the consistency of the combined management report with the consolidated financial statements, its compliance with the law and the picture it conveys of the Group's financial position.
• we perform audit procedures on the forward -looking statements presented by the legal representatives in the combined management report. On the basis of sufficient and appropriate audit evidence, we verify in particular the significant assumptions underlyin g the forward -looking statements made by the legal representatives and assess the appropriate derivation of the forward -looking statements from these assumptions. We do not express a separate audit opinion on the forward -looking statements or on the underl ying assumptions. There is a significant and unavoidable risk that future events may differ materially from the forward -looking statements.

We discuss with those charged with governance, amongst other things, the planned scope and timing of the audit, as well as significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

We provide a statement to those charged with governance that we have complied with the relevant independence requirements and discuss with them all relationships and other matters that might reasonably be expected to affect our independence and, where rele vant, the actions taken or safeguards applied to address independence threats. We identify, from the matters discussed with those responsible for oversight, those matters that were most significant in the audit of the consolidated financial statements for the current reporting period and are therefore the key audit matters. We describe these matters in the auditor's report, unless laws or other regulations preclude public disclosure of the matter.

Other statutory and regulatory requirements

Report on the audit of the electronic representations of the consolidated financial statements and the combined management report prepared for disclosure purposes in accordance with section 317(3a) of the German Commercial Code (HGB)

Audit opinion

In accordance with Section 317(3a) of the German Commercial Code (HGB), we have conducted an audit to obtain reasonable assurance as to whether the representations of the consolidated financial statements and the combined management report contained in the file " Masterflex_KA_zLB_ESEF_31122025.xbri " and prepared for disclosure purposes (hereinafter also referred to as the "ESEF documents") comply in all material respects with the requirements of Section 328( 1 HGB, the representations of the consolidated fi nancial statements and the combined management report contained in the file "Name of the ESEF file" and prepared for disclosure purposes comply with the electronic reporting format ("ESEF format") in all material respects. In accordance with German statuto ry provisions, this audit extends only to the conversion of the information from the consolidated financial statements and the combined management report into the ESEF format and therefore neither to the information contained in these representations nor t o other information contained in the aforementioned file.

In our opinion, the representations of the consolidated financial statements and the consolidated management report contained in the above -mentioned file and prepared for disclosure purposes comply in all material respects with the requirements of section 328(1) of the German Commercial Code (HGB) regarding the electronic reporting format. Beyond this audit opinion and our audit opinions contained in the preceding "Report on the Audit of the Consolidated Financial Statements and the Combined Management Repo rt" on the attached consolidated financial statements and the attached combined management report for the financial year from 1 January 2025 to 31 December 2025, we do not express any audit opinion on the information contained in these representations or o n the other information contained in the aforementioned file.

Basis for the audit opinion

We conducted our audit of the representations of the consolidated financial statements and the combined management report contained in the above -mentioned file in accordance with section 317(3a) of the German Commercial Code (HGB), in compliance with IDW A uditing Standard: Audit of electronic representations of financial statements and management reports prepared for disclosure purposes pursuant to Section 317(3a) of the German Commercial Code (HGB) (IDW PS 410 (06.2022)). Our responsibility in this regard is described in further detail in the section 'Responsibility of the auditor of the consolidated financial statements for the audit of the ESEF documents'. Our audit firm has applied the requirements of the quality assurance system set out in the IDW Quali ty Management Standard: Requirements for Quality Management in the Audit Practice (IDW QMS 1 (09.2022)).

Responsibility of the legal representatives and the Supervisory Board for the ESEF documents

The legal representatives of the company are responsible for the preparation of the ESEF documents containing the electronic versions of the consolidated financial statements and the combined management report in accordance with section 328(1), sentence 4, no. 1 of the German Commercial Code (HGB) and for the labelling of the consolidated financial statements in accordance with section 328(1), sentence 4, no. 2 of the German Commercial Code (HGB).

Furthermore, the company's legal representatives are responsible for the internal controls they deem necessary to enable the preparation of the ESEF documents, which must be free from material — intentional or unintentional breaches of the requirements o f Section 328(1) of the German Commercial Code (HGB) regarding the electronic reporting format.

The Supervisory Board is responsible for overseeing the process of preparing the ESEF documents as part of the financial reporting process.

Responsibility of the Group auditor for the audit of the ESEF documents

Our objective is to obtain reasonable assurance as to whether the ESEF documents are free from material intentional or unintentional — non -compliance with the requirements of section 328(1) of the German Commercial Code (HGB). During the audit, we exerci se due professional judgement and maintain a critical mindset. Furthermore,

• we identify and assess the risks of material intentional or unintentional non -compliance with the requirements of section 328(1) of the German Commercial Code (HGB), plan and perform audit procedures in response to these risks, and obtain audit evidenc e that is sufficient and appropriate to serve as a basis for our audit opinion.
• we gain an understanding of the internal controls relevant to the audit of the ESEF documents in order to plan audit procedures that are appropriate in the circumstances, but not with the aim of expressing an audit opinion on the effectiveness of these con trols.
• we assess the technical validity of the ESEF documents, i.e. whether the file containing the ESEF documents complies with the requirements of Delegated Regulation (EU) 2019/815, as in force at the balance sheet date, regarding the technical specification f or this file.
• we assess whether the ESEF documents enable an XHTML reproduction of the audited consolidated financial statements and the audited consolidated management report with identical content.
• we assess whether the tagging of the ESEF documents using Inline XBRL (iXBRL) technology, in accordance with Articles 4 and 6 of Delegated Regulation (EU) 2019/815 as in force on the balance sheet date, enables an appropriate and complete machine -readable XBRL copy of the XHTML representation.

Other information pursuant to Article 10 of the EU -APrVO

We were appointed as statutory auditors by the Annual General Meeting on 12 June 2025. We were appointed by the Supervisory Board on 25 November 2025. We have served as statutory auditors of the consolidated financial statements of Masterflex SE without in terruption since the 2020 financial year.

We confirm that the audit opinions contained in this audit report are consistent with the additional report to the Audit Committee pursuant to Article 11 of the EU Audit Regulation (audit report).

Other Matters — Use of the Auditor's Report

Our audit opinion must always be read in conjunction with the audited consolidated financial statements and the audited summary management report, as well as the audited ESEF documents. The consolidated financial statements and the combined management repo rt converted into the ESEF format — including the versions to be filed with the Companies Register — are merely electronic representations of the audited consolidated financial statements and the audited combined management report and do not replace them. In particular, the ESEF statement and our audit opinion contained therein are only to be used in conjunction with the audited ESEF documents provided in electronic form.

Auditor responsible

The auditor responsible for the audit is Markus Leuchter.

Essen, 27 March 2026

BDO AG Wirtschaftsprüfungsgesellschaft

signed Reichenberger signed Leuchter Certified Public Accountant (Auditor) Certified Public Accountant (Auditor)

Gl ossary

Gross Domestic Product (GDP )	The total value of all goods and services produced by an economy for the market within a reporting period.
Cash flow	The flow of financial resources generated from the current period, adjusted for non - cash expenses and income. It shows the company's self -financing capability or earning power.
EBITDA	Earnings before interest, taxes, depreciation and amortization
EBIT	Earnings before interest and taxes
EBT	Earnings before taxes
Extrusion	Procedure for the processing of plastics. The raw materials in granular form are crushed and heated in a so - called extruder until they are plasticised – i.e. moldable – so that they can be processed further.
FEP	Fluorinated ethylene propylene: fully fluorinated plastics with very high chemical resistance.
IAS	International Accounting Standards
IFRS	International Financial Reporting Standards
PFA, PTFE	Perfluoroalkoxy (PFA) and polytetrafluoroethylene (PTFE): two fluorinated plastics with very high chemical resistance.
Stage g ate p ro c ess	Model for the optimisation of innovation and development processes. Thus, objectives that were not or insufficiently included in such processes should also be taken into account. These could be about: focusing and prioritising, parallel developments at a faster pace, using cross -divisional teams or market orientation.
Working Capital	Current assets less current liabilities.

Impr int

Masterflex SE Willy -Brandt -Allee 300 45891 Gelsenkirchen, Germany

Contact

Tel +49 209 97077 0 Fax +49 209 97077 33 info@masterflexgroup.com www.masterflexgroup.com

Text & Editorial

CROSS ALLIANCE communication GmbH www.crossalliance.de

Layout

Mas terflex Grou p , Gelsenkirchen

Forward -looking statements

This annual report contains forward -looking statements. These statements are based on the current expectations, presumptions and forecasts of the Management Board and the information currently available to it. The forward looking statements are not to be u nderstood as guarantees of the future developments and results mentioned therein. Rather, the future developments and results are dependent on a large number of factors; they involve various risks and imponderables and are based on assumptions that may pro ve to be incorrect. We assume no obligation to update the forward -looking statements made in this report.

www.masterflexgroup.com