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Voltabox AG

Annual Report Apr 28, 2022

476_10-k_2022-04-28_5608ea36-a52e-4cef-a785-88f202b37325.pdf

Annual Report

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ANNUAL REPORT

2021

Group Key Figures at a Glance (IFRS)

Jan. 1 to
Dec. 31,
Jan. 1 to
Dec. 31,
Oct. 1 to
Dec. 31,
Oct. 1 to
Dec. 31,
In € '000 2021 2020 Change 2021 2020 Change
Revenue 3,490 18,135 -80.8% 1.115 4,843 -77.0%
EBITDA -3,697 -24,224 84.8% -1.270 -3,277 61.2%
EBITDA margin in % -105.9 -133.7 n/a -113,9 -67.7 n/a
EBIT -10,000 -38,474 74.0% -4.708 -4,654 -1.2%
EBIT margin in % -286.5 -212.2 n.a. -422,2 -96.1 n/a
Consolidated net income
from continued and
discontinued activities
-12,839 -37,052 65.4% -3.074 -2,035 -51.2%
Earnings per share in € -0.81 -2.34 65.3% -0,19 -0.13 -47.2%
Investments (CAPEX)1 492 5,562 -91.2% -290 -3,013 90.4%
Operativer Cashflow -8,217 3,748 n/a -13.742 -1,026 1,239.4%
Free Cashflow2 -8,709 -1,802 -383.3% -13.452 1,986 n/a
Share
Dec. 31,
2021
Dec. 31,
2020
Change Dec. 31,
2021
Sep. 30,
2021
Change
Closing price in Xetra in € 1.50 3.86 -61.1% 1.50 1.99 -24.6%
Number of shares issued 15,825,000 15,825,000 0.0% 15,825,000 15,825,000 0.0%
Market capitalization in € millions 23.7 61.1 -37.4 23.7 31.5 -7.8

Due to rounding and unit numbers within the Annual Report, it is possible that individual figures may not add exactly to the totals provided and that percentages presented may not accurately reflect the absolute figures to which they relate.

In € '000 Dec. 31,
2021
Dec. 31,
2020
Change Dec. 31,
2021
Sep. 30,
2021
Change
Total assets 5,725 40,113 -85.7% 5.725 25,154 -77.2%
Equity 1,718 15,373 -88.8% 1.718 4,794 -64.2%
Equity ratio in % 30.01 38.3 n/a 30,01 19.1 n/a
Cash and cash equivalents 410 2,337 -82.5% 410 158 159.5%
Net debt/EBITDA 0.04 -0,5 n/a 0,04 -1.9 n/a
Net debt3 -156 11,487 n/a -156 6,132 n/a
Employees 46 186 -75.3% 46 55 -16.4%

1 CAPEX = investments in property, plant and equipment + investments in intangible assets

2 Free cash flow = Operating cash flow - investments (CAPEX), excluding cash flow from discontinued operations in the amount of € 10,318 thousand

3 Net debt = interest bearing liabilities – liquid funds.

Table of Contents

  • 4 Letter from the Management Board
  • 6 Investor Relations
  • 10 Corporate Governance
  • 11 Supervisory Board Report
  • 14 Remuneration of the Management Board and Supervisory Board
  • 17 Corporate Governance Statement

21 Combined Management Report

  • 22 Key Facts About the Group
  • 25 Economic Report
  • 30 Opportunity and Risk Report
  • 33 Forecast
  • 34 Disclosures Required Under Takeover Law
  • 35 Declaration on Dependency Reporting
  • 36 Consolidated Financial Statements 2021
  • 40 Notes to the Consolidated Financial Statments 2021
  • 69 Independent Auditor's Report
  • 75 Declaration by the Legal Representatives
  • 77 Financial Calendar 2022
  • 79 Imprint

Dear Shareholders, Customers, Business Partners and Employees,

The past fiscal year 2021 remains in our memory as the year in which the chapter of the "old" Voltabox AG finally came to an end and the era of our company began anew. 2021 was characterized by a comprehensive consolidation. Voltabox has completely divested the loss-making business models of the past, almost entirely redeemed its debt and positioned itself much more agile by outsourcing the production. We are now called on to develop and implement a new corporate strategy. Voltabox as we have known it is history now.

The sale of the North American and Automotive businesses created the preconditions for a complete turnaround. Otherwise, a new start in any other form would only have been possible in the context of insolvency. As a result of the consolidation, we were able to find a path that now puts us in the best possible position for a complete new beginning. As a result, we are now in a situation - virtually debt-free and without any legacy burdens - to put the business in the field of industrial electromobility on a fundamentally new footing.

Right in the midst of our strategic realignment, Voltabox is currently in an extremely exciting phase. Feasibility analyses, market studies and the development of qualified, experienced industry experts are at the forefront of our activities. We are approaching all of this from our new headquarters in the Technology Park in Paderborn. The development of a sustainable business model is our top priority. As already explained in my speech to the Extraordinary General Meeting, Voltabox needs time for this process. We are sufficiently refinanced and Voltabox employees are highly motivated to take on this challenge. We are pooling our expertise within the framework of a technology and business hub, which we see as the basis for future market orientation in our highly agile industry.

We see the development in the past as an opportunity both to learn from the failures that have been made and to gain valuable insights. A "business as usual" was certainly not an option. The look at this annual report shows that it was still necessary in 2021 to clean up Voltabox's assets. Our common goal is to create new opportunities for sustainable corporate development. In doing so, Voltabox is by no means intended to become a copy of something existing, i.e. of market competitors. Rather, we want to selectively find attractive opportunities and unique selling points - with the involvement of a specialized network - in order to realize market entries with which we create real added value.

With the 2021 fiscal year, we would like to terminate the phase in which Voltabox exclusively focused on itself, more or less without any concrete reflection on the market. The year 2022 represents the beginning of Voltabox facing the market. I am aware of the responsibility. I have accepted this challenge with full conviction. And I know that today we have better market capabilities than ever before.

This is also closely related to the change in the shareholder structure in the reporting year. With the new anchor shareholders, an extraordinarily stable basis has been created for the development of long-term successful business models and approaches for the opening up of markets. Both shareholders are interested in a genuine new start and a meaningful shaping of the company. They therefore represent the interests of all shareholders. I am extremely grateful to the people involved, who contributed to the separation from the former owner. Thanks are also due to our business partners, customers and suppliers for their cooperation in 2021 and beyond. I am equally grateful to our employees: A tough turnaround never succeeds without speaking out uncomfortable truths and not infrequently overshadows the focus on the positive and kudos. Thank you very much for your constructive participation in this process! The past year was similarly challenging for our shareholders. I would be pleased if you honor our efforts to make the company sustainably successful and continue to support us in this endeavor!

Patrick Zabel

CEO

5

Investor Relations

6

Capital Market Environment

  • Following a performance in the previous year marked by the effects of the Corona pandemic, the major indices received a boost early in 2021. The DAX, for example, exceeded the 14,000-point threshold right at the start. Subsequently, the most important German stock index went into a tailspin, but showed a renewed strong increase at the end of January before catapulting to a new all-time high beyond 15,000 points by the middle of March following a dynamic development that had started at the beginning of the month. In particular, political developments in the U.S. fueled the optimism of capital market participants for positive stimulus for the economy. In Germany, fears of further mutations of the coronavirus and skepticism about the start of the vaccination campaign proved to be obstacles to the euphoria.
  • However, with the DAX reaching a new all-time high of more than 15,000 points at the end of March, hopes of a significant economic recovery dominated. As a result of excellent economic data, initially rapid progress in national vaccination campaigns, and an apparent rapid recovery of the economy based on strong corporate results, particularly in the U.S., the soaring stock markets received further impetus. Investor optimism was reinforced by the announcement of the comprehensive U.S. infrastructure program with a total volume of around USD 2.3 trillion.
  • In the second half of the year, the increasingly tense situation on the global procurement markets, including the semiconductor sector, caused heightened alarm in the manufacturing industry. This also had an impact on the stock markets. The rise in inflation in numerous economies further curbed the positive

mood on the stock markets. In September alone, the DAX fell by around 1,500 points in a setback.

The markets showed the counter-reaction in October, driven in particular by technology stocks. By mid-November, the DAX had thus climbed to its new all-time high of 16,290 points. However, the euphoria on the markets did not last long, as the "Omicron" variant of the coronavirus gave rise to new uncertainties regarding a repeated burden on the economy. While the technology stocks and thus also the TecDAX were able to recover relatively quickly from this after a previously strong rise, the leading index DAX made up ground in the last trading days of the year and only barely missed the 16,000 point mark.

In summary, the most important German stock indices performed consistently positively in 2021 (DAX 15.8%, SDAX 11.2%, TecDAX 22.0%). The DAX-Sector Technology, which comprises the technology stocks, achieved a remarkable gain of 29.1%.

Share: Price Performance and Trading Volume

  • In the same period, the Voltabox share suffered a loss in value of 60.2%. Starting from an initial price of € 3.96, the Voltabox share moved in step with the indices in the first few days of the year. Soon afterwards, however, the stock gained momentum and was quoted well above the € 4 mark for several weeks from mid-January onwards.
  • The Voltabox share reached its highest price for the year on February 16, 2021 at a value of € 5.48. The share price subsequently settled back between € 4 and 5. The Voltabox share was able to hold this level until the beginning of May. Thereafter, the share price came under pressure, in some cases significantly, with trading volumes increasing on average until mid-May. At the beginning of the third quarter, the share initially got off to a firm start. Subsequently, however, it came under pressure, among other things, in the wake of the delay in the presentation of the consolidated financial statements.
  • Finally, slight impetus came in the second half of August following the publication of the annual report. In mid-September, however, the value slipped back below the € 2 mark. It remained at this level for most of the fourth quarter. Smaller upward outliers provoked rapid counter-reactions, which put the share under further pressure.
  • At the end of the fiscal and calendar year, the share was quoted at its lowest price of € 1.50. The market capitalization of the Company was thus € 23.7 million at the balance sheet date, which corresponds to a loss in value of € -35.9 million in 2021

Share Key Figures1

Ticker / ISIN VBX I DE000A2E4LE9
Initial share price (Jan. 1, 2021) € 3,96
High € 5,48 on Feb. 16, 2021
Low € 1,50 on Dec. 31, 2021
Closing price (Dec. 31, 2021) € 1,50
Market Cap as of reporting date (Dec. 31, 2021) € 23,7 million
Increase/decrease in enterprise
value in fiscal year
€ -35,9 million

Trading volume of the Voltabox share

Development of the Voltabox share compared with the most important indices

1 in each case closing prices of the XETRA trading system of Deutsche Börse AG

Financial Communications

In the past year, Voltabox AG again endeavored to inform all capital market participants proactively, in parallel and as promptly as possible about the economic situation and all important events of the company, despite the circumstances associated with the pandemic and the necessary contact or travel restrictions. The reporting included the annual report for the 2020 fiscal year (published on July 20, 2021), the interim report as of March 31, 2021 - 1st quarter (published on July 20, 2021), the interim report as of June 30, 2021 - 1st half year (published on August 24, 2021), and the interim report as of September 30, 2021 - 9 months (published on November 30, 2021). Parallel to these dates, Voltabox AG published corresponding financial notifications, which also included the Management Board's assessment of further business development among other things.The Management Board issued a specific revenue and earnings forecast for the 2021 fiscal year for the first time on April 27, 2021. At that time, the Management Board assumed that the company would generate revenue of € 15 million with an EBITDA margin of -15 %. Free cash flow was expected to be in the negative single-digit million range. In the annual report, which was published on July 20, 2021, the Management Board confirmed its expectations with regard to the revenue and earnings forecast for the fiscal year. Free cash flow was now stated at € -5 million and thus specified more precisely. The forecast was explained in the Group management report, including the main underlying assumptions. Following the closing of the transaction of the US business and against the background of the imminent sale of the automotive business, the Management Board announced on October 5, 2021 that the forecast of earnings and free cash flow would be suspended until further notice. For the industrial business remaining after all transactions, the Voltabox Management Board

expected revenues of € 2.5 million for the 2021 fiscal year at that time. Bottlenecks in the supply of materials, which led to postponements in production ramp-ups, had an additional impact on the revenue forecast. The company understands effective financial communication to mean the targeted reduction of information asymmetry between management and shareholders regarding the current economic situation and the specific future potential of Voltabox AG. Accordingly, great importance is attached to ongoing dialog with professional capital market participants. Furthermore, the company endeavors to provide the general public with current and relevant information on an ongoing basis via various media channels and to be available as a personal contact for private investors. 46%

Shareholder Structure

In the past fiscal year, the shareholder structure of Voltabox AG changed significantly for the first time since the initial public offering in 2017. Around 1 ½ years after the announcement by the previous majority shareholder paragon GmbH & Co. KGaA to sell its share package of 60.03 % of the share capital of Voltabox AG as of that date, the transaction was finalized in the fall of last year. Since then, the investors Trionity Invest GmbH and EW-Trade AG have become the new anchor shareholders of Voltabox AG, holding 28.00% and 20.78% respectively. A share of 2.21 % initially remained in the possession of paragon, for which Trionity Invest GmbH held a call option that was exercised on January 14, 2022. At the beginning of 2021, HANSAINVEST also reached the reportable threshold of 3% of the Company's share capital. The remaining approximately 46% of the issued shares are held by institutional investors, family offices, and private shareholders, among others.

Shareholder Structure as of December 31, 2021

  • EW-Trade AG Trionity Invest GmbH
  • HANSAINVEST Hanseatische Investment-GmbH EW-Trade AG
  • Free Float HANSAINVEST Hanseatische Investment-GmbH

*

paragon GmbH & Co. KGaA

Trionity Invest GmbH

paragon GmbH & Co. KGaA

Free Float

* (since January 14, 2022 no longer applicable )

28%

21%

Corporate Governance

10

Supervisory Board Report

Monitoring and Consulting in Continuous Dialogue with the Management Board

The Management Board and Supervisory Board of Voltabox AG uphold the obligation contained in the German Corporate Governance Code (GCGC) of ensuring the continued viability of the Company and its sustained value creation (corporate interests) in conformity with the principles of the "social market economy." There were no conflicts of interest involving individual Management Board members in fiscal year 2020. There were no conflicts of interest of the respective Supervisory Board members in fiscal year 2021. A list of all mandates held by the members of the Supervisory Board is included in the notes to the consolidated financial statements (Note (40)).

In February 2022, the Management Board and Supervisory Board updated the Company's Declaration of Compliance according to Section 161 of the German Stock Corporation Act (AktG) and made it publicly available on the Investor Relations page of the Voltabox AG website. The deviations from the recommendations

of the GCGC and additional information on corporate governance at Voltabox AG are also provided here.

In February 2022, the Management Board and Supervisory Board updated the Company's Declaration of Compliance according to Section 161 of the German Stock Corporation Act (AktG) and made it publicly available on the Investor Relations page of the Voltabox AG website. The deviations from the recommendations of the GCGC and additional information on corporate governance at Voltabox AG are also provided here.

The Management Board comprehensively informed the Supervisory Board in written and oral form in the Supervisory Board meetings on all proceedings of material importance, the Company's general performance and its current situation. Here, it gave particular priority to the topics of strategy, planning, business development, risk situation and risk management. The Supervisory Board intensively reviewed the Management Board's reports and discussed them at its meetings. In addition to the Supervisory Board meetings and conference calls involving all members of the Management Board and Supervisory Board, the Supervisory Board Chairman and the Management Board discussed important

matters when necessary. The Supervisory Board was fully informed about exceptional instances that were of material importance for assessing the year's results.

Composition of the Supervisory Board

As of January 1, 2021, the Supervisory Board of Voltabox AG comprised three members: Klaus Dieter Frers (Chairman), Hermann-Josef Börnemeier (Deputy Chairman) and Walter Schäfers.The members of the Supervisory Board of Voltabox AG have resigned as of November 12, 2021 (Hermann-Josef Börnemeier and Walter Schäfers) and November 15, 2021 (Klaus Dieter Frers) respectively. The previous Chairman of the Supervisory Board waived the deadline for resignation.On November 15, 2021, the Company filed an application for reinstatement with the court of registration. In this context, the Management Board submitted a proposal for the reinstatement. The court followed the proposal.The new Supervisory Board consists of Herbert Hilger (Chairman), Roland Mackert (Deputy Chairman and Head of the Audit Committee) and Toni Junas. They were elected to the Supervisory Board at the Extraordinary General Meeting on March 17, 2022.

Supervisory Board Meetings

SUMMARY

Against the backdrop of the company's tense economic situation, the Supervisory Board closely monitored its development in the 2021 fiscal year by holding weekly meetings. With the arrival of the new Supervisory Board, its involvement was readjusted to the usual meeting structure and preparatory coordination meetings. In addition to these regular meetings, the Supervisory Board held the following meetings:

Date Type Form of
execution
Issues
April 30, 2021 Extraordinary meeting Presence The meeting adopted a resolution to dismiss Management Board member Dr.
Burkhard Leifhelm and a resolution to conclude a termination agreement.
May 4, 2021 Extraordinary meeting Virtual At the meeting, the Supervisory Board resolved to reduce the remuneration of
the members of the Management Board in accordance with Section 87 (2) of the
German Stock Corporation Act (AktG) (limited until December 31, 2021).
May 18, 2021 Extraordinary meeting Presence The Supervisory Board was informed about the status of the audit of the financial statements for
the 2020 fiscal year. In this context, the dependence on paragon GmbH & Co. KGaA for the purpose of
realizing a going concern forecast was discussed in detail. It was explained that a publication could only
be made when the going concern of paragon GmbH & Co. KGaA, including the liquidity requirements of
Voltabox AG, had been secured. In addition, the company's results in the 2020 fiscal year and the interim
financial statements for the 1st quarter of 2021 were presented. The Management Board presented the
order situation in 2021 and 2022 as well as the corresponding reconciliation to the business planning.
The Supervisory Board explained the reduction of the remuneration of the Management Board.
July 19, 2021 Ordinary meeting Virtual The auditor reported to the Supervisory Board on the past 2020 fiscal year. In addition, the Supervisory
Board adopted and approved the 2020 annual consolidated financial statements. The Management
Board reported on business development and the order and earnings situation in the current fiscal year.
In addition, resolutions were passed on the items on the agenda of the Annual General Meeting and
on the proposal to the Annual General Meeting for the election of the auditor for the 2021 fiscal year.
August 31, 2021 Ordinary meeting Presence and
partly virtual
The Management Board presented the current business development, order and earnings situation, as
well as liquidity planning. This was followed by a discussion of the communication at the Annual General
Meeting on the status of the sale of Voltabox AG. The Management Board explained the status of the
carve-out of the automotive business and the sale of the activities in the North American business.
Furthermore, the current customer relationships and the deliveries that could not be realized due to the
liquidity situation were discussed. In addition, a resolution was passed to safeguard the Management
Board's pension. The forecast for the 2021 fiscal year was reconciled to the current business figures and
the special requirements in the application of IFRS 5 were explained in the context of the forecast.
October 12, 2021 Extraordinary meeting Presence and
partly virtual
At the meeting, the current status of the acquisition of a block of
shares by Trionity Invest GmbH was explained.
It was then explained to the Supervisory Board that an extraordinary shareholders' meeting
would have to be convened as a result of a loss amounting to 50% of the share capital. The
reason for the reduction in equity is due to the delay in the sale of the Automotive business,
so that a cure could not be achieved immediately as planned. However, the Supervisory Board
came to the conclusion that, beyond this, the transactions are proceeding according to plan.
During the Supervisory Board meeting, Management Board member Patrick Zabel emphasized his
willingness to leave the Company in order to devote his time to other activities in the future.
October 19, 2021 Extraordinary meeting Virtual The Supervisory Board has passed a resolution to dismiss Management Board
member Patrick Zabel. The end of the contract was set for December 31, 2021.
November 29, 2021 Ordinary meeting Virtual The new Supervisory Board of Voltabox AG constituted itself in this first joint meeting.
A mutual introduction of the Supervisory Board, the Management Board and Voltabox
AG in general was conducted. During the meeting, the Chairman of the Supervisory
Board was elected, as well as his deputy and the head of the audit committee.
Furthermore, a resolution was passed on the sale of the automotive business as part of an asset deal.
The Management Board then presented Voltabox AG's business
planning and explained the status of the 2021 forecast.
A resolution was then passed to cancel the remuneration for the Board of the US subsidiary.
In addition, the relocation of Voltabox's registered office was discussed and a resolution was
passed on the relocation of production and the conclusion of a production services agreement.
The Supervisory Board resolved to reassign the mandate for the audit of
the financial statements of Voltabox AG for the 2022 fiscal year.
December 12, 2021 Extraordinary meeting Virtual The Supervisory Board passed a resolution to reach a termination agreement
with the dismissed Management Board member Patrick Zabel.

Forming Committees

As in the past, the Supervisory Board, which was in place until November 12, 2021, did not form any committees in the reporting year and dealt with all issues as a single body.

At the constituent meeting of the new Supervisory Board on November 29, 2021, the Supervisory Board resolved that an Audit Committee shall be formed. The committee is chaired by Roland Mackert. The other members of the Supervisory Board are also members of this committee.

Audit of the Annual Financial Statements and Consolidated Financial Statements for Fiscal Year 2021

Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Düsseldorf, was appointed by resolution of the Annual General Meeting on September 01, 2021, as auditor for the fiscal year from January 01 to December 31, 2021, and accordingly commissioned by the Supervisory Board Chairman. The Supervisory Board was provided a statement of independence from the auditor pursuant to Article 6 (2) letter a of Regulation (EU) 537/2014.

The scope of the audit included the Voltabox AG annual financial statements prepared by the Management Board pursuant to the provisions of the German Commercial Code (HGB) for the fiscal year from January 01 to December 31, 2021, the consolidated financial statements prepared by the Management Board pursuant to Section 315a HGB and on the basis of the International Finan- cial Reporting Standards (IFRS) for the fiscal year from January 01 to December 31, 2021, the summarized management report for the Voltabox

Group and for Voltabox AG and the dependency report.

Upon completion of the audit, Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Düsseldorf, provided an unqualified audit certificate for the annual financial statements, the consolidated financial statements and the summarized management report for the Voltabox Group and for Voltabox AG.

The auditor also determined that the information and monitoring system established by the Management Board meets the statutory requirements and is suitable for recognizing developments that could endanger the continued existence of the Company at an early stage. The auditor made the documents submitted for auditing the annual financial statements, the consolidated financial statements, the summarized management report for the Voltabox Group and for Voltabox AG, the proposal on the appropriation of the net income for the year and the report on the audit available to every member of the Supervisory Board. The audit was reported on and discussed at the Supervisory Board meeting on April 22, 2022. The auditor participated in the discussions on the annual and consolidated financial statements.

He reported on the key audit results and was available to the Supervisory Board to answer any questions and provide additional information. Based on the final outcome of its examinations, the Supervisory Board approved the annual and consolidated financial statements. The annual financial statements are thereby approved.

At its meeting on April 28, 2022, the Supervisory Board also approved the proposal to carry forward the net loss for the year.

A dependency report for fiscal year 2020 was sub-

13

mitted to the Supervisory Board. This report was prepared by the Management Board of Voltabox AG. The auditor issued an audit opinion for this report and reported the key findings of its audit to the Supervisory Board. The Supervisory Board has examined the report and will report on it to the Annual General Meeting and declare that there are no objections to the report of the Management Board.

The Company has issued a new tender for the audit of the annual and consolidated financial statements 2022.

In addition to the engagement of an auditor, the Supervisory Board is currently discussing with the Management Board the parallel involvement of an experienced consulting firm to map the future accounting that could result from a future business model.

Paderborn, April 28, 2022 For the Supervisory Board

Herbert Hilger

Chairman of the Supervisory Board

Remuneration of the Management Board and Supervisory Board

In fiscal year 2021, according to the requirements of ARUG II Voltabox AG expands the content of the remuneration report by including a comparative presentation of the annual change in remuneration, the company's earnings performance and the average remuneration of employees considered over the last five fiscal years and information on whether and how the option to reclaim variable remuneration components was used.

The remuneration report is available on the company's website in the Investor Relations section for ten years (https://ir.voltabox.ag/, section "Publications / Annual Financial reports"). The auditor's report is filed accordingly.

Remuneration of the Management Board

The remuneration of the members of the Management Board consists of an annual fixed remuneration, ancillary benefits and a one-year variable remuneration component. In addition to the fixed remuneration and ancillary benefits paid to a former member of the Management Board in the fiscal year, remuneration was paid out for post-employee benefits and was partially accrued in the year under review. A cap (minimum/ maximum) is not provided for the variable remuneration component. A variable remuneration component for multiple years has not been specified. The granted total remuneration of the Management Board includes salaries and short-term benefits of € 836 thousand (prior year: € 537 thousand) and comprises fixed components of € 704 thousand (prior year: € 510 thousand) as well as variable components and bonuses of € 0 thousand (prior year: € 20 thousand). The main variable remuneration components are based on EBIT according

to IFRS and the development of the Company's share price, assessed at the respective balance sheet date. The benefits granted and received were in accordance with the relevant remuneration system. The members of the Management Board were not granted or paid any remuneration by a third party for their work as members of the Management Board during the fiscal year.

The following table shows the contributions granted to the members of the Management Board in the reporting year:

Jürgen Pampel
CEO
Date of entry: Aug. 9, 2017
Dr. Burkhard Leifhelm
CTO
Date of entry: May 26, 2020
Patrick Zabel
CFO
Date of entry: May 26, 2020
Contributions granted Date of exit: Mar. 16, 2022 Date of exit: June 30, 2021 Date of exit: Dec. 31, 2021
In € '000 248,990 282,350 86,301 120,000 169,600 108,000
Fixed remuneration 0 0 90,000 0 85,000 0
Post-employee benefits 152,569 22,705 3,561 4,243 0 0
Variable remuneration 401,559 305,055 179,862 124,243 254,600 108,000
Total 48.0% 56.8% 21.5% 23.1% 30.5% 20.1%
Share of total remuneration 0 20,000 0 0 0 0
Annual amount to be included in the
multi-year variable remuneration
401,559 325,055 179,862 124,243 254,600 108,000
Total 48.0% 58.3% 21.5% 22.3% 30.5% 19.4%
Share of total remuneration 401,559 325,055 179,862 124,243 254,600 108,000
Total remuneration 401.559 325.055 179.862 124.243 254.600 108.000

No shares were granted or promised. Furthermore, no stock options were executed. Also, no use was made of the option to reclaim variable remuneration components.

In € '000 2018 2019 2020 2021
Remuneration granted
Jürgen Pampel
227 262 325 402
Remuneration granted
Dr. Burkhard Leifhelm
0 0 124 180
Remuneration granted
Patrick Zabel
0 0 108 255
EBITDA development compared
with the prior year
2566% -250% -69% 85%
Average remuneration of
all salaried employees/
workers on a full-time
equivalent basis worldwide
in relation to Management
Board remuneration
2% 2% 3% 14%

The Management Board members Dr. Burkhard Leifhelm and Patrick Zabel were already employed by the Company as employees prior to their appointment to the Management Board. Therefore, the remuneration stated only relates to the period of their Management Board activity.

There were no deviations from the remuneration system. The resolution of the Annual General Meeting on the new remuneration structure will be taken into account in new Management Board contracts.

In fiscal year 2021, the Management Board members Dr. Burkhard Leifhelm and Patrick Zabel were granted remuneration for the early termination of their contracts. Dr. Leifhelm was recalled as a member of the Management Board of Voltabox AG as of April 30, 2021. He resigned from the Company as of June 30, 2021. Patrick Zabel was recalled as a member of the Management Board of Voltabox AG effective October 19, 2021. He left the company on December 31, 2021. Of this amount, € 85 thousand were still to be paid by the Company in fiscal year 2022. As a member of the Board of Voltabox North America, Inc. and Voltabox of Texas, Inc., Jürgen Pampel was paid remuneration of USD 50 thousand in fiscal year 2021 (2020: USD 50 thousand).

Patrick Zabel has waived compensation under his new service agreement. As a member of the voluntary Supervisory Board of ForkOn GmbH, Patrick Zabel does not receive any remuneration.

Voltabox AG recognized a provision of € 119 thousand for pension claims against members of the Management Board for the first time in the 2020 fiscal year. As of December 31, 2021, the entitlement existed only in respect of Management Board member Jürgen Pampel. The provision was therefore reduced to € 44 thousand as of December 31, 2021. The claims were settled in the amount of the provision in the 2022 fiscal year. For reasons of materiality, the corresponding disclosures in the notes have therefore been omitted.

The contents of the resolution of the Annual General Meeting on the remuneration system for the Management Board will be used as a basis for future ordinary service contracts.

Remuneration of the Supervisory Board

In accordance with the Articles of Association, the remuneration of the members of the Supervisory Board is determined by the Annual General Meeting, which decides on the discharge of the members of the first Supervisory Board.

The members of the Supervisory Board receive a fixed remuneration of € 10 thousand, in line with the Articles of Association. The Supervisory Board Chairman receives € 20 thousand, while the Vice-Chairman of the Supervisory Board receives € 15 thousand per fiscal year. If a member is only appointed to the Supervisory Board for part of the fiscal year, the remuneration is recognized pro rata temporis. The company has included the members of the Supervisory Board in a directors' and officers' liability insurance policy to the benefit of the members of the Management Board and Supervisory Board at market conditions. In addition, the members of the Supervisory Board receive compensation for any reasonable, proven expenses associated with the fulfillment of their duties, as well as for any sales tax allocated to the remuneration received as Supervisory Board members, provided they are authorized to invoice the company separately for sales tax and to exercise this right. The members of the Supervisory Board received fixed remuneration totaling € 51 thousand in the year under review.

The following table shows the remuneration of the Supervisory Board members:

Klaus Dieter Frers
Chairman of the
Supervisory Board
until Nov. 15, 2021
Hermann
Börnemeier
Deputy Chairman
of the Supervisory
Board until
Walter Schäfers
Member of the
Supervisory Board
until Nov. 12, 2021
Herbert Hilger
Chairman of the
Supervisory Board
from Nov. 22, 2021
Roland Mackert
Deputy Chairman
of the Supervisory
Board from
Toni Junas
Member of the
Supervisory Board
from Nov. 22, 2021
In € 2021 2020 2021 Nov. 12, 2021
2020
2021 2020 2021 2020 2021 Nov. 22, 2021
2020
2021 2020
Fixed remuneration 17,479 20,000 13,110 15,000 8,740 10,000 5,000 0 3,750 0 2,500 0
Total remuneration 17,479 20,000 13,110 15,000 8,740 10,000 5,000 0 3,750 0 2,500 0

As Chairman of the Board of Voltabox of North America, Inc. and Voltabox of Texas, Inc., Klaus Dieter Frers was granted compensation in the amount of USD 100 thousand in the 2021 fiscal year (2020: USD 100 thousand).

Corporate Governance Statement Pursuant to Sections 315d in Conjunction with Section 289f (1) of the German Commercial Code (HGB)

The Management Board and the Supervisory Board of the Company are committed to the principles of transparent and responsible corporate governance and supervision. Accordingly, they ascribe a high priority to the standards of good corporate governance.

The Corporate Governance Statement pursuant to Section 315d and Section 289f (1) of the German Commercial Code can be accessed at any time on the Voltabox website at https://ir.voltabox.ag. It includes the declaration of compliance with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG), relevant information on corporate governance practices and a description of the working methods of the Management Board and Supervisory Board as well as their composition, the targets set pursuant to Section 76 (4) and Section 111 (5) AktG and information on their achievement as well as the measures taken by the Company in connection with increasing diversity.

Relevant Disclosures on Corporate Governance Practices

The corporate governance of Voltabox AG as a German stock corporation is determined by the German Stock Corporation Act (AktG), the Company's Articles of Association, the voluntary commitment to the requirements of the GCGC as amended from time to time, and the current rules of procedure for the Management Board and Supervisory Board.

For the Management Board and Supervisory Board, the recommendations and suggestions from the Corporate

Governance Code, along with the statutory provisions, are an integral part of their work. Sustainable economic, environmental and social action, while at the same time complying with legal requirements, is an essential element of Voltabox's corporate culture. Voltabox strictly ensures that no infringement of rights is tolerated in the Company. In the event of violations of applicable case law and internal regulations, Voltabox consistently pursues the enforcement of disciplinary measures and reviews civil or criminal consequences, if necessary. The implementation of these principles is ensured through existing programs and management systems.

Description of the Working Methods of the Management Board and Supervisory Board

In accordance with statutory regulations, Voltabox AG has a so-called dual management system. This is characterized by a strict separation of personnel between the Management Board as the management body and the Supervisory Board as the supervisory body.

Management Board of Voltabox AG

The Management Board manages the Company on its own responsibility in accordance with the law, the Articles of Association and its Rules of Procedure.

If the Management Board comprises several persons, the members lead their areas of responsibility on their own authority. They inform each other on an ongoing basis about all relevant business transactions from their areas of responsibility.

Matters of particular importance and scope are decided in consultation between the members of the Management Board.

The Management Board of Voltabox AG consisted of one member as of December 31, 2021:

Jürgen Pampel

born on February 08, 1964 first appointment: August 09, 2017 appointed until February 02, 2025.

Jürgen Pampel was dismissed as a member of the Company's Management Board effective March 16, 2022. He was succeeded by Patrick Zabel. For information purposes, we therefore list:

Patrick Zabel

born September 17, 1989 first appointment: May 26, 2020 reappointment on March 16, 2022 appointed until March 31, 2023

Supervisory Board of Voltabox AG

The Supervisory Board supervises the Management Board in its management of the Company and assists it in an advisory capacity. In order to monitor the activities of the Management Board, the Supervisory Board has information and auditing rights. It is also responsible for implementing the resolutions of the Annual General Meeting.

In principle, the members of the Supervisory Board will be appointed in accordance with the rules applicable for a stock corporation. The Supervisory Board appoints and dismisses the members of the Management Board, determines the transactions requiring its approval, decides on the remuneration system for the Management Board and sets its respective total remuneration. It is involved in all decisions of fundamental importance to Voltabox AG that are provided for by the German Stock Corporation Act and the rules of procedure. The principles of the Supervisory Board's cooperation are governed by the Rules of Procedure of the Supervisory Board. The Supervisory Board evaluates the efficiency of its work by self-assessment once a year.

The Management Board comprehensively informed the Supervisory Board in written and oral form in the Supervisory Board meetings on all proceedings of material importance, the Company's general performance and its current situation. The Supervisory Board intensively reviewed the Management Board's reports and discussed them at its meetings. In addition to the Supervisory Board meetings and conference calls involving both, the Management Board and the Supervisory Board as a whole, the Supervisory Board Chairman and the Management Board Chairman discussed important matters when necessary. The Supervisory Board was fully informed about exceptional instances that were of material importance for assessing the year's results.

The Supervisory Board of Voltabox AG comprised the following members in fiscal year 2021:

Time period Name Function
Aug. 10,
2017 to Nov.
15, 2021
Klaus Dieter Frers Chairman of the
Supervisory Board
Jan. 1, 2017
to Nov.
12, 2021
Hermann Josef
Börnemeier
Deputy Chairman of the
Supervisory Board
Jan. 14, 2021
to Nov.
12, 2021
Walter Schäfers Member of the
Supervisory Board
from Nov.
22, 2021
Herbert Hilger Chairman of the
Supervisory Board
from Nov.
22, 2021
Roland Mackert Deputy Chairman of the
Supervisory Board
from Nov.
22, 2021
Toni Junas Member of the
Supervisory Board

There were no conflicts of interest in the 2021 fiscal year.

With regard to the composition of the body, the Supervisory Board, which has been active since November 22, 2021, considers it appropriate for at least one member of the Supervisory Board to be independent. In the current Supervisory Board, this function is performed by both the member Herbert Hilger and the member Toni Junas. With regard to services provided personally by members of the Supervisory Board in fiscal year 2021, we refer to the disclosures in the consolidated financial statements and combined management report for Voltabox AG and the Voltabox Group.

Diversity and Targets

Voltabox attaches great importance to diversity and inclusion within the Company. The Company strives to promote diversity both within its governing bodies and at the employee level. Nevertheless, the Company, with its governing bodies, intends to maintain its policy of not placing gender in the foreground when proposing candidates for the election to Supervisory Board members to the Annual General Meeting and when appointing Management Board members, but to continue - irrespective of gender - to be guided by the knowledge and professional qualifications of the persons in question. With a view to Section 76 (4) and Section 111 (5) of the German Stock Corporation Act (AktG) as well as items 4.1.5 and 5.1.2 or items B.1 and C.1 of the Corporate Governance Code in its version of February 07, 2017 on the topic of "Diversity", target figures were jointly defined by the Supervisory Board and the Executive Board in 2018. For both bodies, the current proportion of women at Voltabox AG is zero. The target figures in both bodies were also set at zero. The reason for this is that Voltabox AG cannot be guided by the factor of diversity in

the context of appointments to its boards due to the considerable shortage of skilled workers and in view of the attractiveness of the company in its current condition for top executives. At the defined lower management levels of the Company, the current proportion of women is 0.0% (prior year: 20.5%) for the time being, following the significant shifts in the personnel structure of the Company. In the current situation, the Company no longer has a second management level anyway following the significant reduction in the number of employees. The current target for the proportion of women is 25%.

Long-term Succession Planning

The Supervisory Board continuously addresses longterm succession planning for the Management Board. In the future event of the need to supplement or fill a vacant position on the Management Board, the members of the Supervisory Board consult closely with each other and identify suitable candidates, if necessary with the assistance of external consultants.

Declaration from Voltabox AG on the German Corporate Governance Code

In accordance with Section 161 AktG, the Management Board and Supervisory Board of Voltabox AG declare that the recommendations of the "Government Commission on the German Corporate Governance Code" published in the official section of the Federal Gazette on March 20, 2020, have been complied with since the last declaration of conformity on February 28, 2022, with the following exceptions:

Recommendation A.2 (Compliance Management System)

The GCGC encourages the establishment of a compliance management system geared to the Company's risk situation, which is intended to enable employees and third parties to provide information on legal violations within the Company. The Management Board aimed to introduce and activate corresponding structures in the medium-term. This does not affect the practice of being able to report legal violations in the Company confidentially at any time.

Recommendation B.1 (Diversity on the Management Board)

The GCGC recommends that diversity be taken into account in the composition of the Management Board. The Supervisory Board of Voltabox AG was not guided by diversity considerations when appointing the Management Board.

Recommendations B.5 (Age Limit for Management Board Members) and C.2 (Age Limit for Supervisory Board Members)

The GCGC recommends that an age limit be set for members of the Management Board and Supervisory Board. The bodies of Voltabox AG, on the other hand, give priority to the skill sets of members and therefore refrained from defining a maximum age.

Recommendations C.1 (Number of Independent Shareholder Representatives) and C.9 (Independence from the Controlling Shareholder)

According to the GCGC, information on the number of independent shareholder representatives on the Supervisory Board deemed appropriate by the shareholder representatives and the names of

these members shall be provided in the corporate governance statement. In addition, in the case of a Supervisory Board with six or fewer members, at least one shareholder representative shall be independent of the controlling shareholder. Since the previous Chairman of the Supervisory Board was the representative of the (until end of November) largest shareholder of the Company and, in view of the size of the Company, a three-member Supervisory Board was considered sufficient, higher priority has been given to the correspondence of the competences "Finance" and "Legal". The Supervisory Board, which has been active since November 22, 2021, now complies with the recommendations of the GCGC.

Recommendations C.14 (Provision of Resumes and Overview of Activities of Supervisory Board Members)

The GCGC recommends that the resumes, relevant knowledge, skills and professional experience, significant activities and Supervisory Board mandate should be made available on the Company's website and updated annual. Voltabox deviates from the recommendation because, although the Company has published the curricula vitae of the Supervisory Board members, including the information required by law, in the candidate proposal to the Annual General Meeting, it has not yet made the documents additionally available elsewhere on the Company's website.

Recommendation D.1 (Publication of Rules of Procedure for the Supervisory Board)

The GCGC recommends that the rules of procedure for the Supervisory Board be made available on the Company's website. Voltabox AG complied with this recommendation in the course of the fiscal year.

Recommendation D.7 (Meeting Without the Management Board)

According to the GCGC, the Supervisory Board should also meet regularly without the Management Board. In view of the challenging economic situation, the Supervisory Board called in the Management Board almost regularly in fiscal year 2021 in order to obtain a reliable picture of the Company's situation.

Recommendation F.2 (Deadlines for Consolidated Financial Statements and Interim Reports)

Voltabox AG always attaches the greatest importance to publishing the annual financial statements and the interim financial reports in accordance with legal requirements and also strives to comply with the deadlines recommended by the Code. For organizational reasons, however, the deadlines recommended by the GCGC for the publication of the consolidated financial statements and the Group management report within 90 days of the end of the fiscal year and the publication of the mandatory interim financial information within 45 days of the end of the reporting period may be exceeded.

Recommendation G.4 (Ratio of Management Board Remuneration)

In order to assess customary practice within the Company, the GCGC recommends that the Supervisory Board should take into account the ratio of the remuneration of the Board of Management to the remuneration of senior management and the workforce as a whole, and also the development of this ratio over time. This recommendation is not complied with due to the small size of the Company.

Recommendation G.10 (Vesting Period for Long-Term Variable Compensation Amounts)

The GCGC recommends that members of the Management Board should not be able to dispose of the long-term variable grant amounts before a period of four years has elapsed. In the previous and currently valid Management Board employment contracts, this period is specified as two years. In the new remuneration system for the members of the Management Board of Voltabox AG, which was approved by the Annual General Meeting on September 01, 2021, the holding period has been adjusted to four years.

Recommendation G.11 (Retention Clause for Variable Remuneration)

According to the GCGC, the Supervisory Board shall have the possibility to take into account extraordinary developments within an appropriate framework. In justified cases, it should be possible to withhold or demand the return of variable remuneration. The existing and currently valid Management Board employment contracts and remuneration system do not provide for this.

Recommendation G.13 (Severance Cap)

The GCGC recommends that payments to a member of the Management Board on premature termination of his contract should not exceed the value of two years' compensation (severance payment cap) and should not compensate more than the remaining term of the contract. In the event of a post-contractual restraint on competition, the severance payment is to be offset against the waiting allowance. The existing and currently valid Management Board employment contracts and the remuneration system do not provide for this.

Paderborn, April 28, 2022

Management Board Supervisory Board

Combined Management Report

21

Key Facts About the Group

Business Model

The statutory business purpose of Voltabox AG (hereinafter also referred to as the "Company" or "Voltabox") is the development, production and distribution of solutions for electromobility – in particular Li-ion battery systems – and the administration of patents, licenses and utility models. The Company may acquire other companies in Germany and abroad or participate in such companies, establish branches, assume the management and representation of other companies and conclude inter-Company agreements, as well as take all other measures and undertake all legal transactions that appear suitable to serve the achievement and promotion of the Company's purpose, insofar as they do not require a separate permit.

The business model of Voltabox AG described above proved to be highly loss-making. This was due to the fact that the supply of large-volume series orders could not be realized, the prices for battery systems did not

meet market requirements and numerous development projects could not be amortized. In addition, the market entry in the USA was delayed to a considerable extent. For this reason, the automotive and US businesses were sold off in fiscal year 2021 as part of various transactions and production was completely outsourced. In addition, the workforce was significantly reduced. In the course of the comprehensive consolidation, the company's registered office was relocated to Paderborn.

Voltabox AG is now in a process of strategy development. This process will essentially characterize the 2022 fiscal year. The existing customer relationships relate to the area of bus, construction and agricultural machinery. Here, primarily small series and prototypes are delivered. As part of the strategy development process, the extent to which individual existing customer relationships will be reflected in Voltabox AG's portfolio in the future is being discussed.

The Group structure shown consists of the operating Voltabox AG, decommissioned subsidiaries and the investment in ForkOn GmbH.

Group Structure & Strategy

Voltabox Aktiengesellschaft (hereinafter "Voltabox AG") is a joint stock corporation incorporated under German law. The Company's administrative headquarters were at Artegastrasse 1, 33129 Delbrück, Germany until December 31, 2021 (now Technologiepark 32, 33100 Paderborn, Germany). Voltabox AG's shares are traded on the Frankfurt Stock Exchange in the Prime Standard segment. Until December 1, 2021, more than 50% of the capital stock was owned by paragon GmbH & Co. KGaA. Up to this date, Voltabox AG represented a subgroup of its parent company paragon GmbH & Co. KGaA. Through the transfer of 28.00% of the shares to Trionity Invest GmbH on December 1, 2021 and of 20.78% of the shares to EW-Trade AG on December 3, 2021, paragon GmbH & Co. KGaA reduced its shareholding to below 3%.

The scope of consolidation of the Voltabox Group includes the currently dormant, wholly owned subsidiaries Voltabox of Texas, Inc. (Cedar Park, Texas, USA), Voltabox of North America, Inc. (Cedar Park, Texas, USA) and Voltabox Kunshan Co., Ltd. (Kunshan, China). The subsidiaries Voltabox of Texas, Inc. (Cedar Park, Texas, USA), Voltabox of North America, Inc. (Cedar Park, Texas, USA) ceased operations in fiscal year 2021 following the completion of an asset deal. Voltabox AG still holds a 9.45% stake in ForkOn GmbH (Haltern am See, Germany).

Ongoing Transformation Process

In 2019, Voltabox AG has taken comprehensive measures in terms of restructuring to overcome the company's loss-making economic situation. Voltabox's financial resources have been depleted by a sharp

decline in operating business and the comprehensive write-off of failed projects from the past. New financial resources could not be raised to a sufficient extent. This was due to the historically extraordinarily high business risks, the high operating losses and the inadequate business model. As a result, the cost structure of the organization has been reduced to a large extent.

This included closing locations, reducing the number of employees and discontinuing projects. The former Voltamotion (powertrain development) and Voltaforce (development, production and sales of starter batteries and other batteries for automotive applications) product segments have been discontinued or sold.

The remaining business is attributable to the Voltapower product segment (high-voltage traction batteries for industrial applications). In the recent past, the management has always made it clear that a final decision on future market approaches and business models has not yet been made. Accordingly, the development of revenue for the current fiscal year is still highly uncertain at the present time.

In order to implement the new strategic development, selected experts have been recruited to work with the Management Board on the strategy process in fiscal year 2022.

Control System

The Management Board of Voltabox AG regularly compares its strategy with the actual results achieved by the Company. In review meetings, follow-up activities and optimization measures are determined at the management level as well as fundamental changes in direction when necessary. Voltabox AG has a comprehensive planning and control system. This includes constant monitoring of monthly and annual plans. Both the Management Board and the Supervisory Board of Voltabox AG receive a detailed report as part of a regular review on business development. These reports document possible deviations from the planned figures in a target/actual comparison and provide the basis for business decisions.

Financial Performance Indicators

The Management Board regularly uses key figures to measure the economic success of the operative implementation of its corporate strategy. The control system takes into account the type and/or amount of one-time or extraordinary effects on the performance indicators.

The Management Board regularly uses key figures to measure the economic success of the operative implementation of its corporate strategy. The control system takes into account the type and/or amount of one-time or extraordinary effects on the performance indicators, which are based on the development of the business. Due to the volatile business development, the internal targets are partly set as bandwidths.

The Voltabox Management Board used the financial performance indicators Group revenue, EBIT-DA margin and free cash flow in fiscal year 2021. Adjusted key figures are used in some cases as part of the management systems. These are shown as such.

Group Revenue

Revenue is composed of the provision of services and goods to external third parties.

EBITDA (Margin)

The EBITDA shows the operative profitability of Voltabox AG. The EBITDA is shown as a relative key figure or as an absolute value when providing forecasts.

Free Cash Flow

Free cash flow (FCF) reflects the internal financing capability of the Voltabox Group. The Management Board uses a quantitative or relative figure when providing forecast.

Nonfinancial Performance Indicators

As the Company is strategically positioned as a provider of technologically sophisticated e-mobility solutions, the Management Board also uses nonfinancial performance indicators as part of its corporate management. These are not relevant for the management of the Voltabox Group.

Employees

In fiscal year 2021, a total of 140 employees left the Company (prior year: 67 employees). Of these, 38 (prior year: 14 terminations) were attributed to the subsidiary Voltabox of Texas. The fluctuation rate - excluding the elimination of previous positions - rose to 79.6% (prior year: 3.3%). The share of female employees at Voltabox fell to 6.52% (prior year: 23.1%). At 30.4%, the proportion of university graduates has also fallen (prior year: 46.2%). The share of severely disabled employees is 2.2% (prior year: 1.0%). The average age rose to 42.9 years (prior year: 39.6 years) and the average length of employment increased to 3.1 years (prior year: 1.8 years).

Dec. 31, 2021 Dec. 31, 2020 Change
Number of employees 46 186 -75.3%
Number of those
engaged in development
7 51 -86.3%
Number of temporary
employees
0 0 0%
Number of those
engaged in development
0 0 0%

Personnel expenses totaled € 2.8 million in the reporting period (prior year: € 11.1 million). Of this, € 1.8 million (prior year: € 9.0 million) was attributable to wage and salary costs, € 1.0 million (prior year: € 2.0 million) to social contributions and pensions, and € 0.0 million (prior year: € 0.8 million due to temporary workers employed over the course of the year) to expenses for temporary workers. Voltabox made use of short-time working in the fiscal year.

Distribution of permanent employees among Group sites: Liquidity

Dec. 31, 2021 Dec. 31, 2020 Change
Delbrück (Corporate
Headquarters, North
Rhine-Westphalia)
45 146 -69.2%
Total in Germany 45 146 -69.2%
Cedar Park (Texas, USA) 1 39 -97.4%
Kunshan (China) 0 1 -100.0%
Total abroad 1 40 -97.5%

Quality and Environment

Voltabox AG has established a management system in accordance with the ISO 9001 standard. We have integrated environmental protection and occupational health and safety requirements into our management system, making them an integral part of our corporate mission statement.

Other Control Benchmarks

In addition to the most important financial and nonfinancial performance indicators, further control benchmarks are used to manage Voltabox. These other control benchmarks are of subordinate importance compared to the performance indicators. The Management Board especially uses the free liquidity as an indicator for controlling and measuring the planned progress of the organization.

Cash and cash equivalents decreased as of the reporting date. At this point, reference is made to the capital increase carried out in the current fiscal year and the refinancing commitment made, so that the reported cash and cash equivalents at the end of the fiscal year are not a meaningful indicator of the current financial position of the Company. Cash and cash equivalents developed as of the reporting date as follows:

In € '000 Dec. 31, 2021 Dec. 31, 2020
Cash and cash
equivalents 410 2.337

Dividend Policy

The Management Board has formulated a dividend policy that is designed to meet the Company's strategic goal. However, the current realignment of the Company and the revision of the business model (see chapter "Ongoing transformation process") do not currently allow the definition of a long-term dividend strategy. In the reporting year, Voltabox AG generated a negative result in accordance with the HGB individual financial statements. Accordingly, the Management Board and Supervisory Board have decided not to pay a dividend for the 2021 fiscal year.

Economic Report

Global Economic Conditions

From a business perspective, 2021 was dominated by efforts from politicians and industry to drive forward the economic recovery from the Covid 19 pandemic. In addition to the initial restrictions caused by the coronavirus, which continued to vary in severity and led to a nationwide lockdown at the beginning of the year, uncertainties and burdens due to clearly noticeable supply chain problems and bottlenecks in the area of semiconductor production were added as the year progressed. In addition, inflation concerns weighed on business and consumer sentiment.

As a result, the recovery forecasted by the International Monetary Fund ("IMF"), among others, continued, but new uncertainties weighed on the view of the currently positive data with regard to the growth of the global economy. In its most recently updated World Economic Outlook from October, the IMF expects growth of 5.9% in 2021, up from 0.1 percentage points higher in July. Here, the slight decline in optimism is due less to the development of the Corona pandemic and more to reduced expectations in the developed economies as a result of unstable supply chains. This is particularly true of the export-oriented advanced economies.

After many countries still started the year in lockdown, this instrument for containing the number of infections was used significantly less frequently than in the previous year following the start of the national vaccination campaigns in the further course of 2021. Accordingly, economic performance was more evenly distributed over the year than in 2020.

Price-adjusted growth for Germany is stated at 2.7% for 2021.1 Following the slump in the economy in the second quarter of the previous year, the year-on-year increase in 2021 was particularly significant (Q1: -3.0%; Q2: 10.8%; Q3: 2.8%; Q4: 1.8%)2 .

Market Development 2021

The market for lithium-ion batteries for use in both mass-market and industrial applications has been forecast to grow at an unabatedly steep pace in 2021. According to the "Electric Vehicle Outlook 2021" study by BloombergNEF, a market research company specializing in the energy, transportation and industrial sectors in particular, the increasing political support programs are key drivers of this development, as are the consistent expansion of the charging infrastructure, new battery technologies and the expected decline in costs.3 In addition, the sales figures of Voltabox's market companions also leave the impression that the Corona pandemic has hardly caused a sustained slump in the demand for lithium-ion batteries for industrial use.

Business Performance

Voltabox's fiscal year was characterized by significant cuts in the company's business operations. As before, these were due to the effects of the Corona pandemic. The pandemic had a higher impact on Voltabox compared to competitors in the industry, as the purchase volumes led to subordinate prioritization among suppliers. The company was still undergoing a reorganization in 2021. The sale process initiated by the previous majority shareholder only reached completion at the end of the year. In the 2021 fiscal year, Voltabox was therefore unable to achieve the recovery in business development originally envisaged.

Group revenue of € 3.5 million (prior year's figure from continuing business activities: € 13.5 million) from continuing business activities was generated entirely with third parties. With a change of -74.1%, Voltabox showed a significant decline in revenue development. The Voltabox Group's EBIT amounted to € -10.0 million (prior year: € -26.7 million), which corresponds to an EBIT margin of -285.7% (prior year: -285.2%).

EBITDA of the Voltabox Group, which does not include scheduled depreciation of property, plant and equipment and amortization of intangible assets as well as impairment of current assets, amounted to € -3.7 million (prior year: € -24.2 million). This corresponds to an EBITDA margin of -105.7% (prior year: -180.2%).

1 Destatis press release no. 020 from January 14, 2022: https://www.destatis.de/DE/Presse/Pressemitteilungen/2022/01/PD22_020_811.html

2 Destatis press release no. 074 from February 25, 2022: https://www.destatis.de/DE/Presse/Pressemitteilungen/2022/02/PD22_074_811.html

3 BloombergNEF, Electric Vehicle Outlook 2021

Key Factors of Business Performance

In the year under review, the Voltabox Group's business development was characterized and influenced to a considerable extent by massive disruptions within the supply chains and thus by significant procurement problems. In addition, revenue slumped as a result of the deliberate reduction of loss-making business activities. The pending sale of the company and the implementation of the comprehensive reorganization also had a significant impact on business performance.

As a result, the Company was only able to service existing customer orders to a very limited extent, disposed of loss-making customer relationships and deliberately did not prioritize the acquisition of new customers until the completion of the strategic realignment.

During spring, the situation in the wake of the high number of coronavirus cases also had an impact on business operations. Due to the continued strong impact on business capacity utilization and in particular due to the difficulties in procuring components for battery systems, the Management Board resorted to the instrument of short-time working repeatedly and also for longer periods in 2021. On April 27, 2021, the Management Board made its first forecast for the fiscal year. At that time, the Management Board expected revenue of around € 15 million with an EBITDA margin of -15%. Free cash flow was expected to be in the negative single-digit million range.

In addition to limiting losses and securing liquidity, the Management Board's focus in the fiscal year was on overcoming the challenges in the area of procurement and thus establishing production capability. Nevertheless, supply chain problems and weak sales due to a lack of customer orders proved to be so severe that

Voltabox was only able to manufacture battery systems and service customer orders to a very limited extent.

In addition, the sales process by the previous parent company and majority owner, which was ongoing until November, also had a negative impact on the planned recovery of the Voltabox business.

By publishing its annual report on July 20, 2021, the company confirmed its revenue and earnings forecasts and explained the key assumptions on which the forecasts are based. The free cash flow forecast was clarified to € -5 million. The intention to sell the automotive business and the US business, which has been announced in the meantime, could not yet be taken into account in this forecast.

On October 5, 2021, the Company announced that the sale of the US business had been completed. In this context, the Management Board adjusted the revenue forecast for the industrial business remaining after all transactions to € 2.5 million. As a result of the effects of the sale of the automotive business on earnings, which could not yet be specified, the Management Board simultaneously withdrew the forecast key figures for EBITDA and free cash flow until further notice. This also reflects the business development in the second half of the year, in which hardly any operating business was possible, mainly as a result of the difficulties in procuring parts.

Upon the entry of new majority shareholders and the corresponding completion of the sales process in November, the carve-out agreement for the automotive business was also finalized. Accordingly, the company's revenue from continuing business activities has been significantly reduced.

Due to the low sales in the reporting year, the Group's cost base could not be sufficiently covered. Based on the key performance indicators expected in the forecast report of the combined management report of the 2020 annual report, Voltabox AG failed to meet most of its targets – in both continuing and discontinued operations – for the 2021 fiscal year. The expected revenue of around € 15 million was significantly undershot by around € 3.5 million. The EBITDA margin of -105.7% is significantly worse than the originally expected -15%. Also the free cash flow in the amount of € -8.7 million did not met the forecast expectations of € -5 million. In the original forecast, there was no differentiation between continuing and discontinued operations, as at the time of publication the intention to sell was not sufficiently probable. In this respect, there is a structural break in the comparison of the forecast with actual realization.

Assets, Financial Position and Earnings

Earnings of the Voltabox Group

With a decline in revenue of -74.1% to around € 3.5 million (prior year: € 13.5 million) from continuing business activities, the Voltabox Group has continued its recent negative revenue development in 2021. The original forecast of April 27, 2021, with revenue of € 15 million, an EBITDA margin of around -15% and a free cash flow in the single-digit negative range could not be realized. This was due not only to the significant reduction in the ability to deliver while customer orders were still on hand, but also to the disposal of the Automotive division and the sale of the US activities.

Other operating income increased to € 4.2 million (prior year: € 3.2 million). This was mainly due to compensation claims of € 1.2 million and income from exchange rate differences of € 0.5 million. Due to the sharp decline in business activities, revenue-related costs, in particular the cost of materials, also decreased significantly. As a result of the reorganization of the Group, R&D activities have virtually been discontinued. The cost of materials ratio (calculated from the ratio of cost of materials to sales and changes in inventories) improved to 93.3% (prior year: 141.2%), mainly due to the disposal of inventories below carrying amounts. This results in gross profit of € 0.4 million (prior year: € 2.2 million) for the 2021 fiscal year excluding other operating income - which corresponds to a gross profit margin of 11.0% (prior year: 11.9%). Personnel expenses fell by 74.7% to € 2.8 million (prior year: € 11.1 million) as a result of the scheduled reduction in the workforce and the use of short-time working. Due to the lack of revenue growth, the personnel expense ratio increased to 80.2% (prior year: 61.0%). Other operating expenses decreased to € 3.3 million (prior year: € 15.3 million). Impairment losses on property, plant and equipment and intangible assets of € 3.0 million (prior year: € 8.2 million) had an additional negative impact on earnings. These relate to own work capitalized, which was written down in full due to the fact that it was not possible to prepare a revenue forecast at the end of the fiscal year as a result of the strategy development phase and the associated customer projects that could no longer be realized.

Earnings before interest, taxes, depreciation and amortization (EBITDA) thus rose to € -3.7 million (prior year: € -24.2 million), corresponding to an EBITDA margin of -105.7% (prior year: -180.2 %). The failure to achieve the originally forecast EBITDA margin is due to the fact that Voltabox AG's operating ability was significantly limited in the fiscal year. A substantial consolidation was prepared and realized, so that in

the course of the 2021 fiscal year, operational management took a back seat to consolidation entirely. After scheduled depreciation of property, plant and equipment and amortization of intangible assets of € 3.3 million (prior year: € 6.0 million), earnings before interest and taxes (EBIT) increased to € -10.0 million (prior year: € -38.5 million). However, the EBIT margin fell significantly to -285.7% (prior year: -285.2%).

Taking into account the balanced financial result, earnings before taxes (EBT) amounted to € -10.0 million (prior year: € -39.2 million). Thus, the Voltabox Group generated a consolidated result of € -12.8 million in the reporting period (prior year: € -37.1 million). This corresponds to earnings per share of € -0.81.

As a result of the corporate transactions, which were reported as IFRS5 items within the statement of comprehensive income, the result from continuing and discontinued operations also deteriorated significantly in the fiscal year. The transactions are extraordinary in the context of the consolidation phase. The total effect amounts to € -2,830 thousand.

Net Assets of the Voltabox Group

The assets of the Voltabox Group decreased to € 5.7 million as of the balance sheet date (December 31, 2020: € 40.1 million) mainly due to working capital reductions and the conducted asset deals.

Noncurrent assets decreased to € 1.6 million (December 31, 2020: € 27.2 million) due to the disposal and impairment of intangible assets and property, plant and equipment. While other assets were eliminated in full as of the balance sheet date (December 31, 2020: € 1.6 million), property, plant and equipment

decreased significantly to € 0.2 million (December 31, 2020: € 15.8 million) due to divestments and depreciation. Financial assets remain unchanged at € 1.4 million and relate to the investment in ForkOn GmbH.

Current assets decreased to € 4.1 million (December 31, 2020: € 12.9 million). This is mainly due to the reduction in inventories and trade receivables, and the decrease in cash and cash equivalents. Liquid funds amounted to € 0.4 million at the end of the fiscal year (December 31, 2020: € 2.3 million). Inventories were reduced to € 0.1 million (December 31, 2020: € 5.8 million). The decrease in the value of inventories was also due to the disposal of old inventories below their carrying amount and the outsourcing of production. Trade receivables decreased to € 0.2 million (December 31, 2020: € 2.5 million). Receivables from related parties decreased to € 1.0 million (December 31, 2020: € 1.3 million). Other current assets amount to € 2.4 million (December 31, 2020: € 0.9 million) and mainly include receivables from compensation claims, corporate transactions and purchase price retentions of the factoring company.

Noncurrent provisions and liabilities were repaid in full by generating proceeds from divestments (December 31, 2020: € 11.9 million). Current provisions and liabilities decreased to € 4.0 million (December 31, 2020: € 12.9 million). The balance mainly includes trade payables. The significant decrease resulted from the reduction in other current liabilities to € 1.1 million (December 31, 2020: € 5.7 million), the reduction in trade payables to € 1.8 million (December 31, 2020: € 4.2 million) and the repayment of current lease liabilities to € 0.3 million (December 31, 2020: € 1.9 million). The current loan liabilities were repaid in full (December 31, 2020: € 0.1 million).

The Voltabox Group's equity decreased to € 1.7 million (December 31, 2020: € 15.4 million), resulting from the consolidated net profit for the reporting year 2021.

Financial Position of the Voltabox Group

The cash flow amounts shown below include both discontinued and continuing operations.

Cash flow from operating activities decreased to € -8.2 million in the reporting period (prior year: € 3.7 million). The main reasons for this are the significant reduction in other current liabilities and the cash flow from discontinued business activities.

Cash flow from investing activities improved to € 9.9 million (prior year: € -5.5 million) as a result of the divestments made in the reporting year.. The payments for property, plant and equipment of € 0.3 million (prior year: € -2.2 million) and for intangible assets of € 0.2 million (prior year: € -3.3 million) reflect the CAPEX investments of € 0.5 million (prior year: € -5.6 million).

Cash flow from financing activities decreased to € -3.6 million (prior year: € -2.4 million) as a result of repayments.

Accordingly, free cash flow amounted to € -8.7 million (prior year: € -1.8 million). The cash flow from discontinued business activities amounts to € 10.3 million. Thus, excluding the non-recurring effects of the cash flow from discontinued business activities, the Company did not achieve the originally provided forecast of a free cash flow that was expected to be "slightly negative".

Cash and cash equivalents decreased to € 0.4 million as of the balance sheet date (prior year: € 2.3 million).

General Statement on the Net Assets, Financial Position and Earnings of the Voltabox Group

The net assets, financial position and earnings situation of the Voltabox Group in the past fiscal year were dominated by the tense business situation of Voltabox, considerable difficulties in generating revenues and the reorganization in order to achieve economic recovery that has not yet been completed. As a result, the company's revenue level again fell significantly in the year under review. Despite the significant adjustment of fixed cost factors such as personnel expenses, it was therefore not possible to cover the costs of operating business. The net assets and financial position stabilized significantly as a result of the asset deal for the US business, the asset deal for the automotive business and the outsourcing of production. The earnings situation continues to be loss-making. For this reason, the strategic realignment of the company is underway. At the same time, the Group has shrunk massively as a result of the stabilization measures implemented. The net asset position in the reporting year was characterized in particular by the reduction of working capital - but also by the repayment of significant liabilities. The equity ratio decreased to 31.6% (December 31, 2020: 38.3%).

Earnings of Voltabox AG (Individual Financial Statement)

Voltabox AG had to register a significant decline in revenue, with sales falling by 65.8% in the individual financial statements to around € 5.3 million (prior year: € 15.5 million). Own work capitalized was not recognized in the full year (prior year: € 0.7 million). Other operating income increased to € 10.2 million (prior year: € 9.7 million), mainly as a result of the Automotive business asset deal. The EBIT margin deteriorated considerably to -249.1% (prior year: -187.1%), mainly as a result of the

low level of revenue and the simultaneous shortfall in fixed costs. In absolute terms, EBITDA improved by 97.9% to € -0.5 million (prior year: € -22.1 million), but the margin in 2021 is still -9.4% (prior year: -142.6%).

The cost of materials decreased by 81.0% to € 4.2 million (prior year: € 22.1 million). Taking into account other operating income, the gross profit for the 2021 fiscal year amounts to € 10.4 million (prior year: € -0.8 million), which corresponds to a gross profit margin of 196.8% (prior year: -4.9%).

The reported gross profit margin is significantly affected by extraordinary effects from corporate transactions and therefore does not represent the actual operating performance of the company.

Personnel expenses fell by 48.1% to € 4.1 million (prior year: € 7.9 million), mainly as a result of Corona-related short-time working and significant planned reductions within the personnel structure. The personnel expense ratio increased significantly to 77.4% (prior year: 51.0%). Other operating expenses fell to € 6.8 million (prior year: € 12.9 million).

Given a slight reduction in depreciation and amortization to € 2.6 million (prior year: € -2.0 million) and extraordinary impairment losses of € 10.1 million (prior year: € 4.1 million), earnings before interest, taxes and amortizations (EBITDA) improved to € -0.5 million (prior year: € -22.1 million). The EBITDA margin improved accordingly to -9.4% (previous year: -142.6%).

Accordingly, Voltabox AG shows an operating loss for the year of € -13.0 million (prior year: € -28.9 million).

Net Assets of Voltabox AG

Voltabox AG's assets decreased by € 16.3 million to € 5.1 million as of the balance sheet date (December 31, 2020: € 21.4 million), mainly due to the almost complete elimination of intangible assets and property, plant and equipment.

Noncurrent assets decreased by € 4.3 million to € 1.4 million (December 31, 2020: € 5.7 million). While intangible assets were derecognized in full (December 31, 2020: € 1.4 million), property, plant and equipment decreased drastically and almost completely to € 0.01 million (December 31, 2020: € 2.8 million).

Current assets decreased by € 12.1 million to € 3.7 million (December 31, 2020: € 15.8 million). This is mainly due to the complete repayment of receivables from related parties (December 31, 2020: € 8.5 million), as well as to the decrease in cash and cash equivalents and the disposal of inventories. In the opposite direction, other assets increased, in particular due to compensation claims. Liquid funds now amount to € 0.4 million (December 31, 2020: € 2.3 million). Trade receivables increased to € 1.2 million (December 31, 2020: € 0.3 million) as a result of sales in the context of the outsourcing of the production facility.

Accruals and deferrals amounted to only € 0.01 million as of the balance sheet date (December 31, 2020: € 0.3 million).

On the liabilities side, provisions decreased to € 1.1 million (December 31, 2020: € 1.9 million) due to the reduction in operating risks. In addition, liabilities were reduced to € 2.6 million (December 31, 2020: € 5.2 million). In particular, trade payables decreased by € 2.7 million to € 1.8 million (December 31, 2020: € 4.6 million). Other liabilities remained nearly unchanged at € 0.8 million (December 31, 2020: € 0.5 million).

As a result of the net profit for the year, Voltabox AG's equity decreased to € 1.4 million (December 31, 2020: € 14.4 million). Against this background, the equity ratio decreased to 27.4% as of the balance sheet date (December 31, 2020: 67.3%).

Financial Position of Voltabox AG

Cash flow from operating activities decreased to € -3.5 million in the reporting period (prior year: € 3.7 million).

Cash flow from investment activities increased by € 7.1 million to € 1.6 million in the year under review (prior year: €-5.5 million). This development is mainly the result of divestments in connection with outsourcing and the Automotive asset deal.

Cash and cash equivalents fell to € 0.4 million as of the balance sheet date (prior year: € 2.3 million). Cash flow from financing activities amounted to € -0.1 million in the reporting year (prior year: € -0.9 million).

General Statement on the Net Assets, Financial Position and Earnings of Voltabox AG

In the past fiscal year, the net assets, financial position and earnings situation were affected by a significant scaling back of operating processes and the streamlining of assets. The earnings situation continues to be dominated by the high cost of materials and the associated significant shortfall in fixed costs, among other factors. In addition, the net asset position is affected in particular by working capital measures. And the financial position changed significantly as of the balance sheet date as a consequence of the short-term capital commitment.

Opportunity and Risk Report

In order to identify opportunities and risks in the development of the Company, Voltabox Group has established a risk management system that is appropriate to the volume of business. The risk management system described below refers both to Voltabox AG and the Voltabox Group. For information on the risk management objectives and methods with regard to the use of derivative financial instruments, please refer to the notes (Note (36)).

Opportunity Report

Opportunities

Due to the considerable consolidation and the separation of historical burdens, the Company can now completely realign itself. To this end, corresponding feasibility studies on various business models are currently being prepared by a strategy team.

The electrification or substitution of conventional drives by lithium-ion technology in industrial applications is continuing at a fast pace. According to the Electric Vehicle Outlook 2021 published by the market research institute BloombergNEF, the drivers of this development include politically induced programs to increase sales of electric vehicles and machines, as well as continuous improvements in the energy density and costs of batteries. In particular, the share of e-buses in the corresponding segment is currently rising sharply. At present, almost 600,000 e-buses are in use worldwide, which corresponds to a share of 16%. In terms of new registrations, the share is currently as high as 39%.1 According to the BloombergNEF study, battery-powered buses will already enable more cost-efficient operation than conventional drives in some applications in the current decade. Although a similar development is yet to come in the field of heavy-duty transport, it is expected to be competitive in terms of cost-effectiveness as early as the mid-2020s.

In addition, the expected cooperation with the Triathlon Group and further leading innovators of the e-mobility industry, which are currently being established, may represent an opportunity for Voltabox to gain more efficient access to certain submarkets. The specific strategic direction of the company is not yet defined.

As a result, there are opportunities for Voltabox, particularly in the medium term, which the Company uniformly considers to be significant, as in the previous year: in the future, the Company will be able to participate in the substitution effects that arise for users from the economic and ecological advantages compared to the technology concepts used to date, for example.

Overall Assessment of Opportunities

Through the structured monitoring of opportunities within the Voltabox Group, the Management Board is in a good position to identify mid-term and long-term opportunities for the Group. At the end of fiscal year 2021, both external and internal opportunities were identified. External and internal opportunities from the prior year remain basically unchanged - taking particular account of the continuing momentum in the field of electromobility. The significance of the listed opportunities is classified as low. The Management Board therefore expects the development of business described in the forecast.

Risk Report

Risk Management

Voltabox uses a risk management system as part of its risk-oriented corporate governance. Voltabox uses a risk management system as part of its risk-oriented corporate governance.

At Voltabox risks are defined not only as activities, events and developments endangering the Company's existence, but also those affecting its business success. We understand business success in terms of measurable values, primarily revenue, EBITDA margin and free cash flow. Risk assessment is always based on the risk outcome. A risk is the possibility that a threat exposes a vulnerability and causes damage to or the loss of an object and thereby directly or indirectly results in a negative impact. The aim is also to identify and evaluate these risks in order to be able to select suitable and appropriate countermeasures on this basis. Responsibility for risk management lies centrally with the Management Board. The Management Board is directly informed; the corresponding risks are continuously monitored and managed by the Management Board. The Management Board prepares appropriate risk reporting and reports risks to the Supervisory Board (so-called ad-hoc risk reporting). On the basis of the risk development, the Management Board derives measures that are necessary to achieve a reduction of the risk. The risks continually analyzed by Voltabox as part of risk monitoring can be assigned to the following risk categories, each of which is divided into individual risks:

Strategic and Environmental Risks

1 BloombergNEF, Electric Vehicle Outlook 2021

  • Market Risks
  • Operating Risks
  • Financial Risks
  • Management and Organizational Risks

At the end of the year under review, the Voltabox Group was exposed to a total of 15 individual risks. In the opinion of Voltabox AG, no risks endangered the Company's continued existence.

Risks

Omission of Risks Threatening the Company's Existence

In the previous year, the liquidity situation and the competitive situation were classified as risks threatening the continued existence of the Company. As a result of a far-reaching reorganization of Voltabox AG, the substantial debt reduction and the refinancing commitment by Trionity Invest GmbH, the liquidity situation is no longer a going concern risk in the view of the Management Board.

Strategic and Environmental Risks

Overall economic development is observed in the risk management system due to its possible influence on patterns of demand in Voltabox AG's major markets. This can lead to fundamental changes to supply and demand behavior in the procurement and sales markets for Voltabox.

It cannot be ruled out that the global bottleneck in the area of electronic components may have a negative impact on market and business development.

The military conflict between Russia and Ukraine as a result of the Russian war of aggression could further worsen the availability of certain raw materials or preliminary products, which could have an impact on Voltabox's revenue development. The sanctions imposed by the Western world, first and foremost the EU, on Russia in the financial and energy sectors have led to or contributed to a sharp increase in oil and gas prices within a very short period of time. Accordingly, the cost risk for the Voltabox Group has increased indirectly. In the event of a halt to the procurement of energy sources from Russia, there could also be an impact on the production capacity of the companies contracted by Voltabox.

Market Risks

Voltabox is working to establish its market position in electromobility. The competitive situation in the field of (industrial) electromobility is currently changing rapidly. New market participants are appearing, and well-known participants are entering into cooperative ventures with industry corporations. For Voltabox AG, this results in the risk of a reduction in the potential customer base. In addition, there is the risk that competing companies may be able to achieve an improved price structure with products comparable to those of Voltabox AG due to economies of scale. Operating Risks

In terms of operating risks, Voltabox is currently focusing on its sales and product management activities.

The future economic success of Voltabox will depend on the ability to develop technologies and successfully introduce them to the market. Recognizing technological developments and implementing them is key here. Should Voltabox not be able to, or not quickly enough, recognize and implement new trends, changing customer requirements or the latest status of technology, this may have a detrimental effect on the Company.

Without the acquisition of new customers, a break-even cannot be realized. Therefore, the failure to achieve a solid basic business with corresponding basic capacity utilization is currently Voltabox AG's greatest risk.

Financial Risks

In addition to interest rate, liquidity and currency risks, Voltabox also monitors risks associated with the loss of receivables, balance sheet risks and tax risks in the financial risks category. No risks have been estimated at more than € 0.5 million by the Company.

The Company's ability to pay is generally ensured by comprehensive planning and monitoring of liquidity. Liquidity planning is carried out in detail at 12-month level and is supplemented by a 24-month forecast.

The Company's liquidity position is secured by a capital increase and a subordinated refinancing commitment from Trionity Invest GmbH. In this respect, the liquidity risk that could threaten the continued existence of the company has been completely eliminated. Management and Organizational Risks

In this risk category, Voltabox is primarily observing risk factors resulting from the growth strategy. This includes primarily personnel and organizational risks, as well as management and communication risks. The Company is fundamentally dependent on attracting and retaining qualified personnel and individuals in key positions - particularly in view of the significant staff reductions over the past two years.

If Voltabox is unable to obtain sufficient personnel in the future, the strategic and economic objectives of the Company may not be achievable or only achievable at a later date. This would have a detrimental impact on the Company's assets, financial position and earnings.

Overall Assessment of the Risk Situation

Voltabox will also hedge itself against general market risks in e-mobility in the future, too. Through comprehensive measures taken in the reporting year, the Company has aimed to achieve a noticeable improvement in the risk situation compared with the previous year, when there were still risks threatening the existence of the Company. Nevertheless, the realignment of the Company and the definition of a business strategy have not yet been finalized. The Management Board expects this to happen in the second half of the year or rather at the end of the current fiscal year. Until then, there are uncertainties with regard to the long-term recovery and establishment of the Company in the market.

Voltabox AG classifies the risks within the Group as equivalent. Description of the Key Characteristics of the Internal Control and Risk Management System with Regard to Group Accounting Process (Section 315 (4) HGB)

An internal control system is understood as the principles, procedures and measures enacted by management that are aimed at the organizational implementation of management's decisions. The objectives are as follows:

  • Ensure the effectiveness and profitability of the business
  • Ensure the regularity and reliability of internal and external accounting
  • Comply with the legal and statutory regulations applicable to the Company

The Management Board of Voltabox AG bears the overall responsibility for the internal control and risk management system. In view of the size and complexity of the accounting process, management has determined the scope and design of the control activities and implemented them in this process. Independent controls have also been established.

Risk Reporting in Relation to the Use of Financial Instruments (Section 315 (2) No. 1 of the German Commercial Code)

The following risks arise from the Voltabox Group's use of financial instruments:

  • Interest rate risks are only of trivial relevance to Voltabox.
  • The Company's ability to pay is generally ensured by comprehensive planning and monitoring of liquidity.

At present, Voltabox does not use financial instruments to hedge currency risks. The Company's factoring agreement was terminated as of December 31, 2021.

Forecast

Market Development 2022

In October 2021, the International Monetary Fund ("IMF") published its forecast2 for the global economy in 2022. Overall, the economists expect a slowing momentum for the recovery from the severe slumps in global economic output in 2020 due to the outbreak of the Corona pandemic and the corresponding strong counter-reactions of the nation states. Accordingly, global economic growth is expected to be 4.9% in 2022 (2021: 5.9%). However, the forecast shows that the outlook is better than originally assumed. At the beginning of 2021, the IMF expected growth of 4.2% for the current calendar year.

The IMF expects the developed economies to grow by 4.5% (2021: 5.2%) and the emerging economies to grow cumulatively by 5.1% (2021: 6.4%). Based on the calculations published to determine the world economic outlook in October 2021, the IMF assumed in detail that the development of the economy in the USA will be 6.0% in 2021 and 5.2% in 2022, in the EURO countries 5.0% in 2021 and 4.3% in 2022, in Germany 3.1% in 2021 and 4.6% in 2022, and in China 8.0% in 2021 and 5.6% in 2022. Possible effects of Russia's war of aggression on Ukraine were not yet taken into account in the IMF's forecast.

Voltabox is active in industrial sub-markets. These currently include:

  • Public transport (especially buses)
  • Agricultural and construction vehicles

Reliable and valid studies are only available for the application area of buses and local public transport. There are currently just under 600,000 e-buses in use worldwide, which corresponds to a share of 16%. In terms of new registrations, the share is currently as high as 39%.3 This reflects the dynamic substitution of vehicles with conventional (internal combustion) engines by modern electric drives. One driver here is the steadily increasing attractiveness for bus fleet operators in terms of costs. According to the BloombergNEF study, battery-powered buses will already enable more cost-efficient operation than conventional drives in some applications in the current decade.

Russia's military invasion of Ukraine began while this forecast report was being prepared. The impact of this war on the economic situation in Europe and the world is hardly foreseeable at present. Accordingly, the IMF's assumptions and assessments made for the current year may change significantly.

Voltabox Group

The Group's corporate planning is based on a sales and revenue planning and is broken down by customer to the product level and planned according to a bottom-up principle. The main cost components are planned via individual planning models for a period of several years and are then updated in adjusted proportion to the development of revenue.

The forecast for Voltabox AG's business development depends on how fast new business model concepts can be implemented in the 2022 fiscal year. In addition, liquidity bottlenecks and significant shortages on the world market have recently severely limited the availability of materials. The current forecast is based on existing orders for buses and construction and agricultural machinery, which the Company expects to be able to fulfill in the current fiscal year. This does not yet include any effects from new business models.

The Company expects annual revenues of around € 2.5 million and an EBITDA of around € 2.5 million. The Management Board values the EBITDA target higher than the sales target in the 2022 fiscal year. Free cash flow is expected to be less than € -2.5 million.

2 https://www.imf.org/en/Publications/WEO/Issues/2021/10/12/world-economic-outlook-october-2021

3 BloombergNEF, Electric Vehicle Outlook 2021

Development of key performance indicators:

Development of key performance indicators:

In € '000 / as
indicated
2020 2021 Change Forecast
2022
Financial Performance
Indicators
Group-Revenue 18,135 3,490 -80.8% € 2.5
million
EBITDA (Margin) -133.7% 105.9% n/a € -2.5
million
Free Cash Flow -1,815 -8,709 -379,8% less than €
-2.5 million

Voltabox AG

In € '000 / as
indicated
2020 2021 Change Forecast
2022
Financial Performance
Indicators
Revenue 15,474 3,490 -74.1% € 2.5
million
EBITDA (Margin) -142.6% 105.9% n/a € -2.5
million
Free Cash Flow -1,815 -8,709 -379,8% less than €
-2.5 million

General Statement on the Company's Expected Development

The Management Board of Voltabox AG expects a positive strategic development of the Voltabox Group apart from the financial performance indicators such as revenue and EBITDA. The Management Board sees the 2022 fiscal year as a chance to align Voltabox AG to seize future market opportunities as the transformation process continues.

Securing and expanding sustainable profitability are at the core of this business orientation. In addition, the further organic development of additional fields

for action with regard to portfolio expansion is being pursued – with close proximity to the core business and under tight profitability and investment requirements.

Disclosures Required Under Takeover Law Pursuant to Sections 289a (1) and 315a (1) HGB

Composition of the Subscribed Capital

Voltabox AG's subscribed capital amounts to € 15,825,000.00 and is divided into 15,825,000 no-par value shares with a nominal value of € 1.00 each. All shares are entitled to dividends. Each share grants one vote at the Annual General Meeting.

Stock Voting Right and Transfer Restrictions

The Management Board is not aware of any limitations affecting voting rights or the transfer of shares.

Holdings That Exceed 10 % of the Voting Rights

As of December 31, 2021, Trionity Invest GmbH held 28.00% of the share capital. Voltabox AG was given notice of the acquisition on December 01, 2021. At that time, Trionity Invest GmbH also held a call option for a further 2.21% stake in the Company's share capital. By exercising the call option on January 14, 2022, Trionity Invest GmbH acquired this share from paragon GmbH & Co. KGaA. Since that date, Trionity Invest has held 30.21% of the shares in Voltabox AG. Beyond this, as of the balance sheet date, EW Trade AG held a 20.78% share in the Company's share capital. Voltabox AG has been informed about the acquisition on December 3, 2021. paragon GmbH &

Co. KGaA, which was previously the majority shareholder of Voltabox AG, thus even before the balance sheet date reduced its share in the Company to less than the reportable 3% of the share capital.

Shares with Special Rights of Control

There are no shares that confer special rights of control.

Voting Right Controls for Employees Participating in the Capital

Insofar as employees participate in the capital as shareholders, they cannot derive any special rights from them.

Appointment and Dismissal of Members of the Management Board and Amendments to the Articles of Association

Regarding the rules for appointing and dismissing the members of the Management Board, reference is made to the statutory provisions of Sections 84 and 85 of the German Stock Corporation Act (AktG).

Regarding the rules for amending the Articles of Association, please refer to the statutory provisions of Sections 133 and 179 AktG.

Authorization of the Management Board to Issue Shares

With the resolution of the Annual General Meeting on September 22, 2017, the Management Board is authorized, with the consent of the Supervisory Board, to increase the Company's share capital once or several times by up to € 6,675,000.00 until September 21, 2022, via the issue of up to 6,675,000 new no-par-value

Annual Report 2021

shares against contribution in cash and/or in kind (Authorized Capital 2017). The Management Board has made partial use of this option in fiscal year 2022. Shareholders are entitled to a subscription right. The new shares can also be purchased by one or more banks or any equivalent institution or enterprise pursuant to Section 186 (5) of the German Stock Corporation Act (AktG) under the obligation to offer them to shareholders for subscription. The Management Board is however authorized, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders in the cases specified in Item 4.5 of the Articles of Association as updated in October 2017.

A resolution at the Annual General Meeting on September 22, 2017, approved the conditional increase in the subscribed capital by up to € 5,000,000.00, divided into 5,000,000 no-parvalue shares (Conditional Capital 2017).

The conditional capital increase will only take place to the extent that the holders or creditors of the respective options or conversion rights or holders of warrant or conversion obligations arising from warrants or convertible bonds issued or guaranteed on the basis of the authorization granted to the Management Board by the Annual General Meeting on September 22, 2017, exercise their option or conversion rights, to the extent that they fulfill their conversion obligations if they are obliged to exercise conversion, and to the extent that no other forms of fulfillment are used to service these rights. As of the start of the fiscal year, the new shares will carry dividend rights for all fiscal years for which no resolution has yet been made by the Annual General Meeting on the distribution of profits. The Management Board is authorized, with the consent of the Supervisory Board, to determine the further details regarding the

implementation of the conditional capital increase. Change of Control and Compensation Agreements

There are no special provisions for a change of control nor are there any compensation agreements for possible takeover offers.

Pursuant to section 37 (1) and (2) WpÜG in conjunction with section 9 sentence 1 no. 3 WpÜG Regulation on Offers, the German Federal Financial Supervisory Authority (BaFin) has exempted Trionity Invest GmbH from the obligation to publish and submit a mandatory offer pursuant to Section 35 (1) sentence 1 and (2) sentence 1 WpÜG. As of December 31, 2021, Trionity Invest GmbH had not exercised the granted call option of 2.21% of the shares in the share capital. This finally happened on January 14, 2022, so since that date Trionity Invest GmbH has held 30.21 % of the shares in Voltabox AG.

Corporate Governance Statement Pursuant to Sections 315d in Conjunction with Section 289f (1) of the German Commercial Code (HGB)

The declaration on corporate governance pursuant to Section 315d in conjunction with Section 289f (1) of the German Commercial Code (HGB) can be viewed permanently on the Voltabox website at https://ir.voltabox.ag/websites/voltabox/ German/7200/erklaerung-zum-deutschen-corporate-governance-kodex.html.

It can be found in this Annual Report in the "Corporate Governance" chapter immediately before the "Combined Management Report" chapter.

Declaration on Dependency Reporting Pursuant to Section 312 (3) HGB

Pursuant to section 312 (3) AktG, the Management Board declares that Voltabox AG was granted appropriate consideration in accordance with the circumstances known to the Management Board at the time at which the legal transactions were carried out. Voltabox AG has not suffered any unbalanced disadvantage on account of measures which have or have not been implemented.

The Management Board of Voltabox AG has submitted this report to the auditor. The auditor issued an audit certificate. The report was subsequently presented to the Supervisory Board for review. The Supervisory Board will report to the Annual General Meeting on the results of its review of the dependent Company report.

Consolidated Financial Statements 2021

Consolidated Income Statement

Consolidated Statement of Comprehensive Income
In € '000 Note Jan 1 to
Dec. 31, 2021
Jan 1 to
Dec. 31, 20210
Revenue 11 3,490 13,457
Other operating income 12 1,978 2,042
Increase or decrease in inventory of
finished goods and work in progress
-246 -4,578
Other own work capitalized 13 201 3,943
Total operating performance 5,423 14,865
Cost of material 14 -3,058 -13,213
Gross profit 2,365 1,652
Personnel expenses 15 -2,798 -6,872
Depreciation of property, plant and equipment
and amortization of intangible assets
17 -3,323 -5,190
Impairment of current assets 0 -4,082
Impairment of property, plant and
equipment and intangible assets
21 -2,980 -3,594
Other operating expenses 16 -3,264 -8,653
Earnings before interest and taxes (EBIT) -10,000 -26,739
Financial income 18 0 11
Financial expenses 18 -9 -233
Financial result -9 -222
Earnings before taxes (EBT) -10,009 -26,961
Income taxes 19 0 1,515
Consolidated net income from
continued business activities
10 -10,009 -25,446
Consolidated net income from
discontinued business activities
10 -2,830 -11,606
Consolidated net income -12,839 -37,052
Earnings per share in € (basic) 20 -0.81 -2.34
Earnings per share in € (diluted) 20 -0.81 -2.34
Average number of shares outstanding (basic) 20 15,825,000 15,825,000
Average number of shares outstanding (diluted) 20 15,825,000 15,825,000
In € '000 Note Jan 1 to
Dec. 31, 2021
Jan 1 to
Dec. 31, 20210
Consolidated net income -12,839 -37,052
Currency translation reserve from
continuing business activities
30 -815 0
Currency translation reserve from
discontinued business activities
30 0 601
Total comprehensive income -13,654 -36,451
In € '000 Note Dec. 31, 2021 Dec. 31, 2020
ASSETS
Noncurrent assets
Intangible assets 21 0 8,458
Goodwill 38 0 0
Property, plant and equipment 22, 23 249 15,787
Financial assets 24 1,400 1,400
Other assets 24 0 1,590
Deferred taxes 19 0 0
Discontinued business activities 0 0
1,649 27,235
Current assets
Inventories 26 73 5,750
Trade receivables 27 209 2,547
Receivables from related parties 43 0 1,314
Income tax assets 19 0 0
Other assets 28 2,432 930
Cash and cash equivalents 29 410 2,337
4,007 12,878
Total assets 5,725 40,113
In € '000 Note Dec. 31, 2021 Dec. 31, 2020
EQUITY AND LIABILITIES
Equity
Subscribed capital 30 15,825 15,825
Capital reserve 30 20,229 20,229
Revaluation reserve 0 0
Accumulated deficit 30 -34,336 -21,496
Currency translation differences 30 0 815
1,718 15,373
Noncurrent provisions and liabilities
Noncurrent leasing liabilities 31 0 11,876
Noncurrent loans 32 0 0
Deferred taxes 19 0 0
Discontinued business activities 0 0
0 11,876
Current provisions and liabilities
Current leasing liabilities 31 254 1,902
Current loans and current portion of noncurrent loans 32 0 46
Trade payables 1,846 4,209
Liabilities to related parties 0 0
Other provisions 34 828 1,055
Income tax liabilities 19 0 0
Other current liabilities 33 1,079 5,652
4,007 12,864
Total equity and liabilities 5,725 40,113

Consolidated Cash Flow Statement

In € '000 Note Jan 1 to
Dec. 31, 2021
Jan 1 to
Dec. 31, 20210
Earnings before taxes (EBT) -10,009 -26,961
Depreciation/amortization of noncurrent assets 3,323 5,190
Financial result 9 222
Increase (+) / decrease (-) in other provisions -84 -1,222
Other non-cash income and expenses 995 -1,053
Increase (-) / decrease (+) in trade receivables,
other receivables, and other assets
101 24,209
Impairments of goodwill and intangible assets 2,980 3,594
Increase (-) / decrease (+) in inventories 3,715 3,828
Increase (+) / decrease (-) in trade
payables and other liabilities
-5,464 -6,964
Interest paid -64 161
Income taxes paid 0 -187
Cash flow from discontinued business activities 10 -3,720 2,932
Cash flow from operating activities 39 -8,217 3,748
Cash receipts from disposals of
property, plant and equipment
53 1
Cash payments for investments in
property, plant and equipment
-291 -2,219
Cash payments for investments in intangible assets -201 -3,343
Interest received 0 11
Cash flow from discontinued business activities 10 10,318 106
Cash flow from investing activities 39 9,879 -5,550
Cash payments for loan repayments -46 -497
Cash payments for finance lease liabilities -1,319 -1,911
Cash flow from discontinued business activities 10 -2,222 1,511
Cash flow from financing activities 39 -3,587 -897
Changes in cash and cash equivalents -1,927 -2,699
Cash and cash equivalents at beginning of period 2,337 5,036
Cash and cash equivalents at end of period 39, 29 410 2,337

Statement of Changes in Equity

In € '000 Subscribed
capital
Capital
reserve
Revaluation
reserve
Currency
translation
reserve
Retained
earnings
Total
Jan. 1, 2021 15,825 20,229 0 815 -21,496 15,373
Consolidated
net income
-12,839 -12,839
Currency
translation
-815 -815
Other
comprehensive
income
-815 -815
Total
comprehensive
income
-815 -12,839 -13,654
Dec. 31, 2021 15,825 20,229 0 0 -34,336 1,718
In € '000 Subscribed
capital
Capital
reserve
Revaluation
reserve
Currency
translation
reserve
Retained
earnings
Total
Jan. 1, 2020 15,825 20,229 0 214 15,556 51,824
Consolidated
net income
-37,052 -37,052
Currency
translation
601 601
Other
comprehensive
income
601 601
Total
comprehensive
income
601 -37,052 -36,451
Dec. 31, 2020 15,825 20,229 0 815 -21,496 15,373

40

1 General Information

Voltabox Aktiengesellschaft (hereafter "Voltabox AG" or "Voltabox") is a joint stock corporation in corporated under German law. The Company's headquarters are at Artegastrasse 1, Delbrück, Germany. Voltabox AG is entered in the commercial register of the district court of Paderborn (HRB 12895). Voltabox develops and produces battery systems for use in the field of electromobility. By resolution of the Annual General Meeting on March 17, 2022, the registered office was relocated to Paderborn, Technologiepark 32, Germany.

Until December 31, 2021, the parent company of the Group was paragon GmbH & Co. KGaA, Delbrück. The former parent company sold its shares in Voltabox AG during the fiscal year.

Die Voltabox AG ist das Mutterunternehmen des Konzerns und stellt den Konzernabschluss für den größten und zugleich auch kleinsten Konsolidierungskreis von Unternehmen auf.

Voltabox AG is the parent company of the Group and

prepares the consolidated financial statements for the largest and also smallest group of consolidated companies. On April 28, 2022, the Management Board of Voltabox AG has finally prepared and authorized the consolidated financial statements as of December 31, 20201, and the combined management report for the period from January 01 to December 31, 2022, for submission to the Supervisory Board. The Supervisory Board has the option of amending the consolidated financial statements after approval by the Executive Board. The consolidated financial statements are deemed adopted upon approval by the Supervisory Board, unless the Executive Board and the Supervisory Board decide in favor of adoption by the Annual General Meeting. The consolidated financial statements and the combined management report of Voltabox AG for the period from January 01 to December 31, 2021, are published in the electronic Federal Gazette and are available as part of the Annual Report on the Company's website (www. voltabox.ag). The annual report has also been submitted to the German Federal Gazette in XBRL format. The reporting includes two discontinued operations. The reporting here follows the provisions of IFRS 5. This relates to an asset deal in connection with the discontinuation of the US business. In addition, an asset deal was made in connection with the disposal of the Automotive business.

2 Application of International Financial Reporting Standards (IFRS)

The consolidated financial statements of Voltabox AG as of December 31, 2021, have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), London, as adopted by the European Union (EU) and applicable on the reporting date, and in accordance with the interpretations of the International Financial Reporting Standards Interpretations Committee (IFRSIC).

3 Accounting Principles Due to New or Changed Standards

The effects of new and changed accounting principles whose scope is relevant to the activities of Voltabox AG are listed below.

Status Standard Content Impact
Amendment to
IFRS Standard
IFRS 16 Extension of relief for COVID-19-
related rent concessions.
No impact
expected
Amendment to
IFRS Standard
IFRS 3 Reference within the definition of assets and
liabilities to the framework; applicable for
fiscal years beginning on January 1, 2022
No impact
expected
Amendment to
IFRS Standard
IFRS 16 Revenue and expenses before the intended use
of property, plant and equipment in connection
with manufactured items that do not result
from the ordinary activities of the entity are to
be recognized in profit or loss and presented
separately. The amendment is effective for financial
statements beginning on or after January 1, 2022.
No impact
expected
Amendment to
IFRS Standard
IAS 37 All directly attributable costs of fulfilling contracts
under onerous contracts are to be accounted for
under IAS 37. The amendment is effective for financial
statements beginning on or after January 1, 2022.
No impact
expected
Amendment to
IFRS Standard
IFRS 1 Subsidiaries applying IFRS for the first time
subsequently to the parent company may measure
the assets, liabilities and equity (here in particular
translation differences) at the carrying amounts
that would have applied at the date of transition
of the parent company, provided there are no
consolidation adjustments and effects from business
combinations. The amendment is effective for financial
statements beginning on or after January 1, 2022.
No impact
expected
Amendment to
IFRS Standard
- Endorsement
pending
IAS 1 The classification into noncurrent and current
assets and liabilities is based on the law applicable
at the reporting date. The amendment is effective
for financial statements from January 1, 2023.
No impact
expected
Amendment to
IFRS Standard
- Endorsement
pending
IAS 1 In future, disclosures on accounting policies will
only be required if they are material and no longer
merely significant. The focus is thus on the usefulness
for decision-making. The amendment is effective
for financial statements from January 1, 2023.
No impact
expected
Amendment to
IFRS Standard
- Endorsement
pending
IAS 8 In future, accounting estimates will be defined as
monetary amounts in the financial statements that are
subject to measurement uncertainty. The amendment is
effective for financial statements from January 1, 2023.
No impact
expected
Amendment to
IFRS Standard
- Endorsement
pending
IAS 12 Under Initial Recognition Exception, deferred tax
assets and liabilities are also to be recognized if the
deferred tax assets and liabilities simultaneously
result in deductible and taxable differences of
equal amounts. The amendment is effective for
financial statements from January 1, 2023.
The impact is
not expected
to have a
material
effect on the
Company.
Status Standard Content Impact
IFRS IC
Various
Statement
In accounting for reverse factoring transparent
disclosures and accounting is measured by the
economic view of the transactions. The IFRS IC
saw no need to amend IFRS standards, so the
clarification has become immediately relevant.
No impact
IFRS IC
Statement
IAS 2 When measuring inventories, the estimated costs
of disposal necessary in the ordinary course of
business must also be taken into account. The IFRS
IC saw no need to amend IFRS standards, so the
clarification has become immediately relevant.
No impact

4 Going Concern

The consolidated financial statements for fiscal year 2021 have been prepared under the going concern assumption. The carrying amounts of assets and liabilities were therefore determined on the basis of going concern values.

The previous business approach was abandoned in significant parts. As part of two asset deals, the outsourcing of production and the significant reduction in debt, the company underwent considerable changes during the fiscal year. The historical business model was highly loss-making and sustainable stabilization had become unlikely. The market development in the e-mobility industry contributed to this. Voltabox AG is currently undergoing a strategy redevelopment. This process is continuing beyond the time of reporting.

The company is equipped with sufficient funds to carry out the transformation through a capital increase in fiscal year 2022 and a refinancing commitment from Trionity Invest GmbH.

5 Events after the Reporting Period

The consolidated financial statements are prepared on the basis of the circumstances existing as of the reporting date. In accordance with IAS 10.7, events after the reporting period include all events up to the date the consolidated financial statements are authorized for issue. The consolidated financial statements as of December 31, 2021, were authorized by the Management Board and submitted to the Supervisory Board for approval on April 28, 2022. All information available up to that date with regard to the circumstances applying

on the reporting date must be taken into account.

On February 21, 2022, Voltabox AG resolved to increase the Company's share capital by 10%, i.e. by up to € 1,582 thousand to up to € 17,407 thousand, from the current € 15,825 thousand by issuing 1,582,500 new ordinary shares with partial utilization of the existing authorized capital.

On January 25, 2022, the Company entered into a subordinated financing agreement in the amount of € 7.0 million with Trionity Invest GmbH, Fürth, to pre-finance its operating activities.

As of March 16, 2022, Jürgen Pampel was recalled as a member of the Management Board of Voltabox. On the same day, Patrick Zabel was appointed to the Management Board.

In addition, the company's registered office was relocated to Paderborn.

The Russian war of aggression against Ukraine may have an impact on the procurement of components that cannot be foreseen at the time of publication. In addition, the effects of the resulting prevailing global price increases can only be inadequately assessed.

6 Scope of Consolidation

In addition to the parent Company Voltabox AG, Delbrück, the currently inactive subsidiaries Voltabox of Texas, Inc., Voltabox of North America, Inc. and Voltabox Kunshan Co., Ltd. are fully consolidated. The reporting date for all companies is December 31, 2021. The consolidated financial statements are based on the separate financial statements of

the companies included in the Group, which were prepared using uniform accounting policies under IFRS as of December 31, 2021. In addition, debt consolidation was carried out, as was consolidation of income and expenses. The differences arising from currency translation were offset through profit or loss. Assets arising from intercompany deliveries that are recognized in noncurrent assets and inventories are adjusted for interim profit and loss.

As of the reporting date, the subsidiaries had no assets or liabilities that were included in the consolidated financial statements. Only Voltabox of Texas, Inc. has an escrow account receivable from the acquirer under the asset deal as well as inventories that were sold to end customers in the 2022 fiscal year.

As a consequence of the sale or discontinuation of the companies' activities and the dissolution of all intercompany relationships with subsidiaries, no effects are expected from a future deconsolidation. As of December 31, 2020, the scope of consolidation is as follows:

Company name
and location
Share
holdings
Consolidation Currency Revenue in
local currency
(before
consolidation
and IFRS 5)
Voltabox of
Texas, Inc.
(Texas)
100% Consolidated
subsidiary
USD 2,206,580
Voltabox of
North America,
Inc. (Texas)
100% Consolidated
subsidiary
USD 0
Voltabox
Kunshan Co.,
Ltd. (Kunshan)
100% Consolidated
subsidiary
RMB 0

Voltabox AG has a direct 100% interest in each of the listed subsidiaries. As of the balance sheet date, Voltabox AG also held the following investments in which it did not exercise control in accordance with IFRS 10:

Company name
and location
Shareholdings Consolidation Investment
amount in
In € '000
ForkOn GmbH
(Haltern
am See)
about 9 % Participation 1,400

According to the last available annual financial statements (December 31, 2020), the equity of ForkOn GmbH amounts to € 754 thousand and the net result for the year is € -893 thousand.

The investment is recognized at fair value through profit or loss. The fair value at the end of fiscal year 2021 corresponds to the carrying amount based on the corporate planning presented.

7 Currency Translation

In Voltabox AG's consolidated financial statements, receivables and liabilities denominated in foreign currencies are measured at the transaction rate in effect at the date they are initially recognized, and subsequently adjusted to the exchange rate applicable as of the reporting date. Exchange rate gains and losses are recognized in profit and loss within other operating income or other operating expenses.

Exchange rate losses arising on operating activities of € 24 thousand (prior year: € 650 thousand) and exchange rate gains of € 499 thousand (prior year: € 370 thousand) are recognized in the consolidated statement of comprehensive income. These exchange rate differences are reported within other operating

expenses and other operating income, respectively.

The exchange rates of the currencies of significance to Voltabox AG developed as follows:

The foreign currency differences in equity were reclassified to profit or loss in the amount of € 815 thousand (prior year: € 0 thousand) as a result of the sale or discontinuation of the US and Chinese companies in the 2021 fiscal year.

8 Description of Accounting Policies and Measurement Methods

General

The consolidated financial statements were prepared in euros (€). The reporting currency is the euro. Unless stated otherwise, all amounts are stated in thousands of euros (€ thousand). The reporting period for Voltabox AG in these financial statements extends from January 01 to December 31, 2021. Individual items in the consolidated statement of financial position and the consolidated statement of comprehensive income have been combined in order to provide better clarity and transparency. The consolidated statement of comprehensive income is presented using the nature

of expense method, as in previous periods. Assets and liabilities are classified into noncurrent and current assets and liabilities in the statement of financial position; further details on their maturity are presented in the notes. Assets and liabilities are recognized as current if they mature within twelve months.

The consolidated financial statements comprise the consolidated statement of financial position, the consolidated statement of comprehensive income, the notes to the consolidated financial statements, the consolidated cash flow statement, the consolidated statement of changes in equity and the consolidated segment report. A combined Group management report has been prepared as a supplement to the above statements.

Intangible Assets

Intangible assets acquired for monetary consideration are recognized in the statement of financial position at their acquisition cost, taking into account ancillary costs and any purchase price reductions.

Research costs are recognized as expenses in the period in which they are incurred. Costs incurred in connection with the development of patents and customer-specific solutions are only recognized as intangible assets at their production cost when the costs are clearly attributable to the asset as required by IAS 38, the technical feasibility and marketability or use is assured, and when the anticipated realization of future economic benefits has been demonstrated. The costs of production comprise all costs that are directly or indirectly attributable to the development process, as well as a proportionate share of necessary project-related overhead costs. If the asset recognition requirements are not fulfilled, development costs are directly expensed in profit or loss within other operating expenses in the year in which they are incurred. Subsequent to initial recognition, development costs are reported in the statement of financial position at cost less cumulative amortization and cumulative impairment losses.

Intangible assets that have limited useful lives are amortized on a straight-line basis over their useful economic lifetimes. Amortization starts as soon as the asset is available for use, i.e., when it is at the location and condition necessary for it to be capable of operating in the manner intended by management. Intangible assets with indefinite useful lives are subject to annual impairment tests. As of each reporting date, the carrying amounts of such intangible assets are examined in order to determine whether there are indications that the value of the asset may be impaired. An impairment test pursuant to IAS 36 was performed where there were such indicators. The residual values, useful lives and amortization methods are reviewed at the end of each fiscal year and amended as necessary.

The useful lives for internal development costs correspond to the expected product life cycles and are regularly between four and seven years. Voltabox AG makes an individual assessment of the product life and reviews the useful life annually. The useful lives for licenses, patents and software range from three to ten years.

Property, Plant and Equipment

Additions to property, plant and equipment are measured at cost plus incidental acquisition costs and less any purchase price reductions received. If the cost of individual components of an item of property, plant and equipment is significant when measured against the item's total purchase cost, then such components are recorded as separate assets and depreciated individually. Depreciation is generally recorded on a straight-line basis. The useful life for depreciation purposes ranges from five to ten years for technical plants, and three to ten years for other plants, operating and office equipment.

Fully depreciated noncurrent assets are presented under cost and accumulated depreciation until the asset is retired. Amortized cost and accumulated depreciation are deducted from the sales proceeds generated on disposal. Gains and losses generated on disposal are shown in the consolidated statement of comprehensive income within other operating income or other operating expenses. All residual values, useful lives and depreciation methods are reviewed annually and amended as necessary. At each reporting date, the carrying amounts of property, plant and equipment (which are depreciated in accordance with their useful lives) are examined in order to determine whether there are indications that the value of the asset may be impaired. If such indicators exist, an impairment test is performed.

Leases

Voltabox AG assesses at the beginning of each contract whether it establishes or contains a leasing relationship. This is the case when the contract gives the right to control the use of an identified asset for a specified period of time in return for the payment of a fee. In the event of contract amendments, Voltabox AG reassesses whether a contract constitutes a lease.

The Group has decided to make use of the right to vote and not to recognize leases if the lease agreement has a term of up to 12 months or the determined right of use does not exceed a value of € 5,000. In these cases, the expense from the lease is recognized on a straight-line basis over its specific term. The individual leasing components and non-leasing components are accounted for separately. If a lease exists, the contract is allocated to the individual leasing components on the basis of the contractually agreed relative individual selling prices of the leasing components and the aggregated individual selling prices of the non-leasing components. In doing so, Voltabox AG determines the relative individual selling price with reference to the price that a lessor or similar supplier of Voltabox AG would charge separately for these or similar components. Where no observable market exists, Voltabox AG makes use of estimates.

When determining the term of the lease, Voltabox AG takes the non-terminable basic term and an optional extension period as a basis, insofar as the Company is sufficiently certain that it will exercise this option. If there is a termination option, this is considered accordingly when determining the term, provided that the exercise of the option is sufficiently certain. Voltabox AG regularly checks whether the use of an option is reasonably certain.

On the provision date, Voltabox AG recognizes an asset for the right of use and a lease liability. On the provision date, the right of use is valued at the acquisition costs. The acquisition costs comprise:

  • Present value of lease payments not yet made on the provision date
  • Lease payments made on or before provision
  • Initial direct costs

Estimated costs for dismantling and removal

The lease liability comprises the lease payments not yet made as of the provision date. Discounting is calculated based on the underlying constant interest rate. If this is not available, Voltabox AG uses an incremental borrowing rate of interest that is used as a basis for alternative lease financing. Lease payments not yet made comprise

  • all fixed payments less lease incentives received,
  • variable lease payments,
  • amounts expected to be paid at the end of the lease term under residual value guarantees, the exercise price of a call option, provided that the exercise is sufficiently certain and
  • penalties for termination, insofar as their exercise is sufficiently certain.

The right-of-use asset is amortized on a straight-line basis over the shorter of its useful life or the lease term, adjusted for revaluations of the lease liability. Voltabox AG records an impairment loss in accordance with IAS 36. The carrying amount of the leasing liability is increased by the interest expense and reduced by the payments made after provision on the reporting date. A remeasurement of the leasing liability is immediately considered. Rights of use are not shown as separate items in the statement of financial position of Voltabox AG. For this reason, a separate listing is provided in the notes. Leasing liabilities are shown as separate items in the statement of financial position.

Borrowing Costs

Borrowing costs are recognized as an expense in the period in which they are incurred. They are capitalized if they fulfill the requirements of a qualifying asset in accordance with IAS 23 Borrowing Costs. The capitalization of borrowing costs is based on a weighted average of the borrowing costs for such Company loans.

Impairment of Nonfinancial Assets

At each balance sheet date, an assessment takes place to ascertain whether there are any indications that the value of nonfinancial assets (in particular intangible assets with definite useful lives) are impaired. If there are indications of impairment, a determination of the recoverable amount of the relevant asset is made. In accordance with IAS 36.6, the recoverable amount reflects the higher of fair value less cost to sell and value in use of the asset or an identifiable group of assets that represent a cash-generating unit (CGU). If the carrying amount of an asset or a CGU exceeds the recoverable amount, the asset is impaired and written down to its recoverable amount.

For property, plant and equipment and intangible assets other than goodwill, an assessment is made at each balance sheet date to establish whether there is any indication that a previously recognized impairment loss no longer exists or has decreased. If there are such indications, an estimate of the recoverable amount of the asset or the CGU is made. A previously recognized impairment loss is reversed only if the assumptions used in determining the recoverable amount have changed since the last impairment loss was recognized. The reversal of the impairment loss is limited in that the carrying amount of an asset may not exceed its recoverable amount or the carrying amount that would have resulted after taking depreciation and amortization into account if no impairment loss had been recorded for the asset in earlier years. Inventories are regularly assessed for impairment. The effects are recognized separately as a corresponding impairment loss.

Financial Instruments

Financial instruments are contracts which generate a financial asset for one party and a financial liability or an equity instrument for the other party. Voltabox AG's primary financial instruments include, in particular, trade receivables, lending, cash and cash equivalents, financial liabilities and trade payables. Its other financial assets and other financial liabilities likewise exclusively comprise financial instruments.

Primary financial instruments are recognized as of the settlement date in case of a regular way purchase or sale. Receivables and liabilities denominated in foreign currency are measured at their reporting date exchange rates.

Financial assets are classified in terms of the following categories for accounting and measurement purposes:

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

The following categories were established for the accounting and measurement of financial liabilities:

measured at amortized cost (AC),

measured at fair value through profit or loss (FVTPL).

Voltabox AG allocates financial assets and financial liabilities to these categories as of the date of their addition and regularly reviews whether the criteria for their classification are complied with.

Voltabox AG derecognizes financial assets where the contractual rights to the cash flows from an asset expire or it transfers the rights to receive these cash flows in a transaction through which all material risks and opportunities associated with the ownership of this financial asset are likewise transferred. Derecognition also occurs in cases where Voltabox AG has not transferred all of the material risks and opportunities associated with ownership and it does not retain the power of disposal over the transferred asset. Any portion of such transferred financial assets that accrue or remain with Voltabox AG is accounted for as a separate asset or separate liability. Financial liabilities are derecognized if the contractual obligations have been fulfilled or canceled or have expired. Valuation allowances for financial assets which are measured at amortized cost and for contractual assets resulting from agreements with customers are implemented by taking expected loan losses into consideration.

Allowances for trade receivables, contractual assets, and lease receivables are determined using the simplified approach with expected lifetime credit loss.

With the exception of financial assets measured at fair value through profit or loss, financial assets are tested for possible indications of impairment on each reporting date. Financial assets are considered to be impaired if there is an objective indication of a negative change in the expected future cash flows

for financial instruments due to one or more events occurring following the initial recognition of the asset in question. Various facts such as defaults over a specific period of time, the initiation of coercive measures, the risk of insolvency or overindebtedness, the application for or the initiation of insolvency proceedings or the failure of restructuring measures may constitute objective indications of impairment.

Financial assets are measured at amortized cost where the business model envisages the holding of a financial asset for the collection of the contractual cash flows and the contractual terms of the instrument will exclusively result in cash flows which comprise interest and principal repayments.

Upon initial recognition, financial instruments in the AC category are recognized at fair value plus directly attributable transaction costs.

As part of the subsequent measurement, financial assets measured at amortized cost are measured using the effective interest method.

Where the effective interest method is used, all directly allocable fees, charges paid or received, transaction costs and other premiums or discounts included in the calculation of the effective interest rate are amortized over the expected term of the financial instrument.

Interest revenue and expenses resulting from application of the effective interest method are recognized through profit or loss under interest revenue or interest expenses from financial instruments.

Non-interest bearing and low-interest receivables with a term of more than twelve months are discounted at the interest rate which is appropriate for the respective term. Cash and cash equivalents comprise cash on hand as well as current account balances with banks and other financial institutions. They are only reported under cash and cash equivalents.

Where the business model envisages the holding and sale of the financial asset and the contractual terms for the instrument will exclusively result in cash flows which comprise interest and principal repayments, the financial asset is reported at fair value, with value adjustments recognized in other comprehensive income.

Financial assets which are exclusively held for trading purposes are recognized at fair value through profit or loss, with changes in value reported through profit or loss. Derivatives are included in this category. There is also an option to measure financial instruments recognized at amortized cost at fair value through profit or loss by means of the fair value option if this will significantly reduce or prevent inconsistency in their measurement or recognition. Voltabox AG does not make use of the fair value option.

Current and noncurrent financial liabilities to banks, trade payables and other liabilities are measured as financial liabilities at amortized cost, with the exception of derivative financial instruments. Noncurrent liabilities are measured on the basis of the effective interest method less directly attributable transaction costs.

They are initially recognized at fair value less the directly attributable transaction costs.

Interest revenue and expenses resulting from application of the effective interest method are recognized through profit or loss under interest revenue or interest expenses from financial instruments. A financial liability is measured at fair value through profit or loss where it is held for trading purposes or is thus designated upon initial recognition. Financial liabilities are classified as held for trading purposes where they are acquired for the purpose of disposal in the near future. Directly attributable transaction costs are recognized in profit or loss as soon as they are incurred. Voltabox AG has been using factoring for a certain portion of its trade receivables since fiscal year 2019. Significant portions of trade receivables from third parties are sold. The delcredere risk is transferred to the factor. As a result, the receivables no longer have to be reported in the balance sheet.

Fair Value Valuation

The measurement at fair value is based upon a three-level hierarchy, in accordance with the proximity of the measurement factors used to an active market. A market is said to be "active" if the quoted prices are easily and regularly available and these prices are based on actual, regularly occurring market transactions at arm's length.

Level 1: prices for identical assets and liabilities quoted
on active markets (which are used unchanged).
Level 2: input data observable either directly or indirectly
for the asset or liability not considered Level 1
quoted prices. The fair values of the Level 2 financial
instruments are calculated on the basis of the terms
in effect on the balance sheet date using recognized
models, e.g. the discounted cash flow model.
Level 3: input data used for the measurement of the asset
and the liability which is not based upon observable
market data (non-observable input data).

The fair values were determined based on the mar-

ket conditions available on the reporting date by means of financial mathematics valuation methods. They correspond to the prices received between independent market participants for the sale of an asset or for the transfer of a liability.

Reclassifications between the levels of the fair value hierarchy are taken into consideration as of the respective reporting dates. In fiscal years 2021 and 2020, no reclassifications were implemented between Level 1, Level 2 or Level 3.

The valuation of the investment in ForkOn GmbH is based on the corporate planning provided. The assumptions of the planning were verified with the company as part of the activity in the Supervisory Board.

Income Taxes

Income taxes contain both taxes that are payable on income and deferred taxes.

Income taxes payable for current and earlier periods are measured at the amount at which a refund from or payment to fiscal authorities is anticipated. The calculation of that amount is based on the current status of tax legislation and therefore on the tax rates that are in effect or that have been announced as of the reporting date. Deferred taxes are recognized using the statement of financial position liability method in accordance with IAS 12. Deferred tax assets and liabilities are recognized to reflect temporary differences between the carrying amount of a specific item in the statement of financial position in the IFRS consolidated financial statements and its tax base (temporary concept). Deferred taxes are also recognized for future tax refund claims.

Deferred tax assets on deductible temporary differences and tax refund claims are recognized to the extent it can be assumed that they can be expected to be used in future periods, based on the availability of adequate taxable income.

The calculation of current and deferred taxes is based on judgments and estimates. If actual events deviate from these estimates, this could have a positive or negative impact on assets, financial position and earnings. A deciding factor for the recoverability of deferred tax assets is the estimate of the probability of reversal of measurement differences or the usability of the tax loss carryforwards or tax benefits that led to recognition of the deferred tax assets. This is in turn dependent on the generation of future taxable profits during the period in which the tax loss carryforwards can be used. Deferred taxes are measured using the tax rates applicable at the time of realization based on the current legal situation as of the reporting date.

Current income tax assets and liabilities and deferred income tax assets and liabilities are offset if it is legally permissible to do so and the deferred tax assets and liabilities relate to income taxes that have been levied by the same tax authority and if there is a legally enforceable right to offset current tax refund claims against current tax liabilities. Deferred taxes are reported as noncurrent.

Inventories

Inventories are measured at cost or at lower net realizable value. In accordance with IAS 2, the costs of conversion include all costs directly related to the units of production as well as a systematic allocation of fixed

and variable production overheads. In addition to direct materials and direct labor, they therefore also contain proportional indirect materials and overheads. Administration and social welfare expenses are taken into account provided they can be attributed to production.

Financing costs are not recognized as part of the cost of acquisition or conversion because the assets do not meet qualification criteria. Inventory risks resulting from the storage period and reduced usability are taken into account during the calculation of the net realizable value by applying appropriate write-downs. Lower values at year-end resulting from reduced selling prices are also taken into account. Raw materials, consumables and supplies as well as merchandise are primarily measured using the moving average method.

Trade Receivables and Other Current Assets

Trade receivables are classified as loans and receivables and measured at amortized cost less any necessary write-downs. Write-downs in the form of specific valuation allowances take sufficient account of the expected default risks. Specific defaults lead to the derecognition of the receivables concerned. The calculation of writedowns for doubtful receivables is primarily based on estimates and evaluations of the creditworthiness and solvency of the respective customer.

Other current assets are measured at amortized cost, taking into account necessary write-downs sufficient to cover the expected default risks. If recourse to the courts is made for the collection of these receivables, Voltabox AG firmly expects that the amounts recognized in the statement of financial position will be fully enforceable. Where these

represent financial assets (financial instruments), they are classified as loans and receivables. Cash and Cash Equivalents

Cash and cash equivalents include cash and bank balances with original maturities of up to three months. They are measured at fair value. The total of cash and cash equivalents reported in the cash flow statement corresponds to the cash and cash equivalents stated in the statement of financial position.

Other Provisions

Other provisions are recognized in accordance with IAS 37 when Voltabox has a legal or constructive present obligation to third parties as a result of a past event that is likely to lead to an outflow of resources. Provisions are measured based on a best estimate of the expenditures most likely needed to discharge the liability. Reimbursement claims are not offset against these amounts. Each situation is evaluated separately to determine the probability that pending proceedings will be successful, or to qualify the possible amount of the payment obligations. In each case, the most probable settlement amount has been taken into account.

Due to the uncertainty associated with these evaluations, the actual settlement obligation or the actual outflow of resources may deviate from the original estimates and, accordingly, from the amounts of the provisions made. In addition, estimates may change based on subsequent new information, which may have a substantial impact on the future earnings position.

Liabilities

Financial liabilities are initially recognized

at fair value. After initial recognition, financial liabilities are measured at amortized cost using the effective interest method. Trade accounts payable and other liabilities are recognized at nominal value or at the amount repayable.

Recognition of Income and Expenses

Voltabox AG recognizes revenue when performance obligations to customers are fulfilled by the transfer of a promised good or service. The transaction price is the consideration that the entity expects to receive for transferring the goods and services to a customer. Variable transaction price components such as rebates, discounts, contractual penalties or customer bonuses reduce revenues. Voltabox AG recognizes revenue from services on a time and period basis.

Revenue over the period is either realized in the amount of the costs incurred in the period to the estimated total costs or recognized in the amount that the Company is allowed to invoice. Simplification according to IFRS 15.B16 is not used. Costs for initiating a contract with a customer are capitalized as an asset if Voltabox AG assumes that it will recover these costs and these costs are directly attributable. For the liquidation of the asset, Voltabox AG compares the fulfilled performance obligations with the total of the performance obligations of the respective contract with customers.

In the case of sales with return rights, revenue is recognized in the amount that corresponds to the Company's expectations. The expense items associated with revenue are adjusted accordingly. Voltabox AG recognizes an asset for the right to return and a refund liability for the unrealized revenue rather than a reduction in trade receivables.

Government Grants

In the period from January until December 2021, reduced working hours were used. Following the implementation of reduced working hours, the employees of the Voltabox Group received short-time working benefits from the Federal Employment Agency in the amount of € 684 thousand (prior year: € 143 thousand). Making use of short-time working benefits in favor of the employees did not lead to any investment grants. The reduction in work volume is reflected in the reduced personnel expenses in the income statement.

Discontinued Business Activities

The Group classifies a business as discontinued if it is classified as held for sale or disposed of during the reporting period. A business operation exists if the cash flows associated with the transaction can be distinguished from the rest of the Group and if the operation represents a separate major line of business. The intention to sell may be as part of a transaction or as part of a plan to sell.

Measurement is made at the lower of carrying amount and fair value. Any necessary write-downs are recognized as impairment losses. The result from the measurement of operations held for sale and the gains and losses from the disposal of discontinued operations, as well as the result from ordinary activities of these operations, are presented separately in the consolidated income statement as income from discontinued operations. The prior-year figures in the income statement are adjusted accordingly. Noncurrent assets and, where applicable, associated liabilities held for sale

are presented separately from other assets and liabilities in the balance sheet under "Discontinued business activities" if they are available for sale in their present condition and their sale is highly probable. In the consolidated cash flow statement, the cash flows of discontinued operations are presented separately and the prior-year figures are adjusted accordingly. However, the prior-year balance sheet is not amended.

9 Use of Estimates, Assumptions and Judgments

The preparation of the consolidated financial statements in accordance with IFRS requires assumptions and estimates to be made that impact the assets and liabilities recorded, the disclosure of contingent liabilities as of the reporting date and the presentation of income and expenses during the period under review. If actual events deviate from these estimates, this could have a positive or negative impact on the assets, financial position and earnings. When applying the accounting policies, the following estimates and assumptions were made that significantly influenced the amounts contained in the financial statements.

IFRS 5

In the context of accounting for discontinued operations, uncertainties arise in particular from the classification date and the allocation of expenses and income, which are subject to estimates, assumptions and judgments.

Summary of Cash-Generating Units

The assessment of whether several assets are to be

combined in a single cash-generating unit, is subject to a discretionary decision by the Group. Capitalized Development Costs

In order to measure capitalized development costs, assumptions have been made about the amount of anticipated future cash flows from assets, about the discount rates to be used and about the period of time during which these assets will generate anticipated future cash flows. The assumptions made regarding the timing and amount of future cash flows are based on expectations of the future development of the order backlog from those customers with whom development projects are being conducted. The period of normal use corresponds to the estimated economic life. The Company uses future revenue figures, which take into account a discount for the probability of occurrence, for the impairment test of IAS 38 projects.

Leases

Voltabox AG accounts for individual leasing components and non-leasing components separately. If a lease exists, the contract is allocated to the individual leasing components on the basis of the contractually agreed relative individual selling prices of the leasing components and the aggregated individual selling prices of the non-leasing components. In doing so, Voltabox AG determines the relative individual selling price with reference to the price that a lessor or similar supplier of Voltabox AG would charge separately for these or similar components. Where no observable market exists, Voltabox AG makes use of estimates.

Voltabox AG makes assumptions about the incremental borrowing rate in the context of the replacement approach to leases and bases this on

an easily observable interest rate based on the same payment profile as that of the lease. Inventories

In specific cases, inventories are measured based on anticipated revenue less the estimated costs to completion and the estimated selling costs required. Actual revenue and the actual costs to completion may deviate from anticipated amounts.

Other Assets and Liabilities

Assumptions and estimates are also necessarily made when calculating allowances for doubtful receivables, for expected credit losses in accordance with IFRS 9, when estimating contingent liabilities and other provisions, and when determining the fair value of long-lived assets included in property, plant and equipment and intangible assets.

As the specific effects of climate change on the Company are not foreseeable, the Company is currently unable to take into account any corresponding influences in the context of its accounting.

Deferred Tax Assets

The amount of deferred tax assets in excess of deferred tax liabilities of the same taxable entity and the same tax authority is recognized only to the extent that a positive taxable result is expected in future periods and its realization appears sufficiently certain.

In addition, there are estimation uncertainties regarding the reversal effects under IAS 12.29 (ii). The actual taxable income situation in future periods may deviate from the estimate made at the time the deferred tax assets were recognized. Other Provisions

The recognition and measurement of other provisions is based on the estimated probability of the future outflow of benefits and on experience values, and on the facts and circumstances known as of the reporting date. The subsequent actual outflow of benefits may therefore differ from the amount recorded within other provisions as of the reporting date.

Legal Risks

From time to time, Voltabox Group companies may become parties to legal disputes. Management regularly analyzes the latest information available for these cases and, where necessary, recognizes provisions to cover probable obligations, including the estimated amount of associated legal costs. External attorneys are consulted in the process of making these assessments. In determining the need for provisions, the Management Board accounts for the probability of an unfavorable outcome and whether the obligation can be measured with sufficient reliability. The filing of a lawsuit, the formal assertion of a claim or the presence of a disclosure for legal dispute in the notes does not automatically mean that a provision for the respective risk is appropriate.

Revenue

The Management Board makes discretionary decisions regarding the classification of the transaction price to performance obligations. The transaction prices are allocated to performance obligations on the basis of the relevant individual sale prices.

For revenue with return rights, the Company estimates the probability that the customer will make the return.

10 Discontinued Business Activities

Voltabox AG has decided in fiscal year 2021 to sell the following unrelated parts of the Company:

  • Business unit in the US market in the area of stationary energy storage systems
  • Business unit as supplier to automotive companies

The disposals have been finalized in full during the fiscal year.

Total comprehensive income from discontinued business activities comprises the following components:

In € '000 USA Auto
motive
Total
Attributable income for the period from
January 01, 2021 to the date of disposal
(October 4, 2021) of the US Market business
-3,430 0 -3,430
Gain on disposal of the US
market business
-4,729 0 -4,729
Attributable income for the period
from January 01, 2021 to the date
of disposal (November 29, 2021)
of the Automotive business
0 -1,514 -1,514
Gain on disposal of the
Automotive business
0 6,844 6,844
Income in the fiscal year attributable
to discontinued business activities
-8,159 5,329 -2,830

The disposal of the US business unit took place as part of an asset deal. The Voltabox Group continues to operate in the US market in the area of supplying local public transport customers. This is a discontinued operation, as its cash flows can be distinguished from the rest of the Company as a major line of business and the business represents a separate cash-generating unit. The business model belonged to the North America segment.

The classification as a discontinued operation was made for the first time shortly before the disposal of the operation, as the probability of realization of the transaction was not given until closing. The divestment took place on October 4, 2021 to a US industrial Company. The subsidiaries Voltabox of Texas, Inc. and Voltabox North America, Inc., which previously represented the business model operationally, continue to be part of the scope of consolidation of Voltabox AG. The sale was made at a fixed purchase price. Part of the purchase price is held in an escrow account.

In € '000

19,481 Assets
13,141 Liabilities
-6,340 Carrying amount of the discontinued
operation at the date of the transaction
1,610 Amount of transaction
-4,729 Gain arising on disposal of the discontinued
operation in the fiscal year

There is no tax effect from the sale.

The assets of the discontinued operation at the date of transfer break down as follows:

Transfer date Dec. 31,
2020
Jan. 1,
2020
14,989 17,212 18,908
4,949 3,314 5,589
10,040 12,564 11,268
0 1,333 2,051
4,492 2,499 13,770
2,485 1,280 6,800
27 648 6,933
1,980 571 37

The liabilities of the discontinued operation at the date of transfer break down as follows:

In € '000 Transfer date Dec. 31,
2020
Jan. 1,
2020
Noncurrent liabilities 9,686 11,930 11,252
Leases 9,500 10,935 9,575
Loans 186 - -
Deferred taxes 0 994 1,677
Current liabilities 3,456 2,831 3,642
Leases 428 1,215 1,064
Trade payables 1,796 1,472 798
Other current liabilities 1,232 - 118
Other provisions 0 143 1,662

The impairment test prior to classification did not reveal any need for impairment. The loss on disposal results from the assumption of the special transaction conditions (assumption of leases and the only pro rata continuation of business activities as part of an integration into the acquirer group by the acquirer) and would not have occurred if the business had continued as before. However, as part of the corporate strategy, it was determined to sell the business unit with the aim of risk reduction, which was a prerequisite for the sale and

a positive going concern forecast for Voltabox AG as a whole. This development of the M&A strategy in the context of the sale of the US business was not foreseeable for the management of Voltabox AG until the very end.

In the fiscal year, the business unit accounted for the following overall result:

In € '000 2021 until
completion
of sale
2020
Revenue 1,870 3,428
Change in inventories 602 -116
Other operating income 0 1,196
Capitalized development costs 263 -
Total operating performance 2,736 4,508
Cost of material -2,772 -4,346
Personnel expenses -2,352 -3,067
Other operating expenses -232 -4,502
EBITDA -2,621 -7,405
Scheduled amortization -1,047 -591
EBIT -3,668 -7,997
Financial result 238 -553
Profit -3,430 -8,550
Other income 0 1,283
Total income -3,430 -7,266

Scheduled depreciation was suspended from the classification period. The result is fully attributable to the owners of the parent Company. Earnings per share from the discontinued business unit amounted to € -0.22 in the fiscal year (prior year: € -0.46).

In the fiscal year, the following cash flows are attributable to the business unit:

In € '000 2021 until
completion
of sale
2020
Cash flow from operating activities -2,112 3,982
Cash flow from investment activities -263 387
Cash flow from financing activities -2,222 1,511

The transactions have an impact on the segment reporting of the Group. After completion of the transaction, the North America segment was managed directly by the management that previously managed the Europe segment. After completion of the transaction, the former North America segment will serve customers with European headquarters. There is also a clear overlap in the area of products and production processes. This may have future effects on segment reporting that cannot yet be defined and quantified at the time of reporting.

The Automotive business unit was sold as part of an asset deal. This includes the business model in the area of starter batteries. It is a discontinued operation, as its cash flows can be distinguished from the rest of the Company as a major line of business and the business represents a separate cash-generating unit. The business model belonged to the Europe segment. The classification as a discontinued operation was also made for the first time shortly before the realization of the transaction, as the transaction was essentially dependent on how the divestiture from the former parent Company would be structured. The sale took place on November 29, 2021 to paragon GmbH & Co. KGaA. The sale was carried out at a fixed purchase price, which was paid in full or offset in part against liabilities to the buyer as of the reporting date.

In € '000
1,756 Assets
- Liabilities
1,756 Carrying amount of the discontinued
operation at the date of the transaction
8,600 Amount of transaction
6.844 Gewinn, welcher bei Veräußerung des aufgegeben
Geschäftsbereiches im Geschäftsjahr entstanden ist

There is no tax effect from the sale.

The assets of the discontinued operation at the date of transfer break down as follows:

In € '000 Transfer
date
Dec. 31, 2020 Jan. 1, 2020
Noncurrent assets 996 828 1,143
Intangible assets 938 728 973
Property, plant and equipment 58 100 169
Current assets 761 817 3,540
Inventories 533 682 1,259
Trade receivables 228 135 2,280

The liabilities were not included as part of the asset deal.

In the fiscal year, the business unit accounted for the following total income:

In € '000 2021 until
completion
of sale
2020
Revenue 1,443 1,250
Change in inventories -75 -577
Other operating income 0 2
Capitalized development costs 344 282
Total operating performance 1,712 957
Cost of material -1,296 -611
Personnel expenses -1,368 -1,119
Other operating expenses -369 -2,192
EBITDA -1,321 -2,965
Scheduled amortization -193 -247
Impairments 0 -526
EBIT -1,514 -3,738
Profit -1,514 -3,738
Total income -1,514 -3,738

Scheduled depreciation was suspended from the classification period. The result is fully attributable to the owners of the parent Company. Earnings per share from the discontinued business unit amounted to € -0.10 in the fiscal year (prior year: € -0.24).

In the fiscal year, the following cash flows are attributable to the business unit:

In € '000 2021 until
completion
of sale
2020
Cash flow from operating activities -1,608 -1,050
Cash flow from investment activities -344 -282
Cash flow from financing activities 0 0

As a result of the transactions, Voltabox AG now has only one segment, so segment reporting is suspended.

Notes to the cash flow statement

Operating cash flows from discontinued operations of EUR -3,720 thousand relate with EUR -1,894 thousand to the US division and with EUR -1,608 thousand to the Automotive division to the period from January 01, 2021 until the disposal. The remaining effects are attributable to reductions in existing attributable balance sheet items as of January 1, 2021.

Cash flows from investing activities from discontinued operations of EUR 10,318 thousand are attributable to the Automotive division in the amount of EUR -344 thousand for the period until disposal and to the US division in the amount of EUR -263 thousand. The remaining portion is exclusively attributable to disposal effects. The effect results in particular from the disposal proceeds for the associated business units.

The cash flows from financing activities of discontinued operations of EUR -2,222 thousand relate entirely to repayments made to the US business unit as part of its activities until the disposal.

11 Revenue

Revenue consists of the proceeds from sales of products, materials, distribution rights, and services less any sales deductions. To date, the Group has only recognized revenue on a point in time basis.

Sales of continuing business activities, i.e. all sales not allocated to Automotive or the US business, break down as follows:

In € '000 2021 2020
thereof domestic 2,468 8,024
thereof EU 510 392
thereof abroad 512 5,041
Total for geographical territories 3,490 13,457
Product revenue 3,490 13,393
Service revenue 0 64
Total for revenue types 3,490 13,457

As of December 31, 2021, trade receivables amounted to € 209 thousand (prior year: € 2,547 thousand).

No allowances for sales from contracts with rights of return were recognized in the fiscal year.

12 Other Operating Income

In fiscal year 2021 and in the prior year, other operating income from continuing business activities mainly included the following items:

In € '000 Jan. 1 to
Dec. 31,
2021
Jan. 1 to
Dec. 31,
2020
Income from the reversal of valuation
allowances on receivables
0 1,503
Income from currency translation 499 368
Income from the provision of
motor vehicles to employees
55 98
Remaining other operating income 1,423 73
Total other operating income 1,978 2,042

The remaining other income consists for the most part of compensation for damages in the amount of € 1,200 thousand.

13 Other Own Work Capitalized

For development projects that meet the requirements of IAS 38.21 and of IAS 38.57 in the reporting period and for which project-related development costs have been capitalized, the capitalized development costs have been recognized in other own work capitalized. The amounts capitalized are recognized under intangible assets.

In fiscal years 2021 and 2020, own work capitalized for continuing operations includes the following items:

In € '000 Jan. 1 to
Dec. 31,
2021
Jan. 1 to
Dec. 31,
2020
Project-related development costs 201 3,943
Other own work capitalized 201 3,943

In the 2021 fiscal year, there were R&D expenses of € 787 thousand (prior year: € 4,970 thousand).

14 Cost of Materials

For fiscal years 2021 and 2020, the cost of materials for continuing operations included the following items:

In € '000 Jan. 1 to
Dec. 31,
2021
Jan. 1 to
Dec. 31,
2020
Raw materials, consumables and supplies 2,940 12,790
Expenses for purchased services 118 423
Cost of materials 3,058 13,213

15 Personnel Expenses

Personnel expenses for continuing business activities amounted to € 2,798 thousand in the reporting period (prior year: € 6,872 thousand) and are classified as follows:

In € '000 Jan. 1 to
Dec. 31,
2021
Jan. 1 to
Dec. 31,
2020
Wages and salaries 1,806 5,574
Social contributions/pensions 992 1,298
Personnel expenses 2,798 6,872

The average number of employees in continuing business activities developed as follows compared with the previous year:

In € '000 Dec. 31,
2021
Jan. 1 to
Dec. 31,
2021
Dec. 31,
2020
Jan. 1 to
Dec. 31,
2020
Salaried employees 28 86 92 143
Hourly-paid
employees
18 31 32 43
Number of
employees
46 116 124 186

Personnel expenses in the reporting year 2021 include € 684 thousand (prior year: € 143 thousand) in grants (employer's share) of short-time allowances from the German Federal Employment Agency recognized in profit or loss. In addition, Voltabox received grants within the meaning of IAS 20 for the reimbursement of social security contributions (employer's contribution) in the amount of € 0 thousand (prior year: € 121 thousand), which are also recognized as a reduction in personnel expenses.

16 Sonstige betriebliche Aufwendungen

Other operating expenses of continuing operations comprise the following items:

In € '000 Jan. 1 to
Dec. 31,
2021
Jan. 1 to
Dec. 31,
2020
Expenses for Group costs
and integrated services
897 1,967
Expenses for external services for
development costs and prototype material
340 835
Expenses for purchased services and IT 816 964
Expenses from exchange rate losses 24 649
Expenses for freight and packaging 176 445
Expenses for motor vehicles,
advertising and travel costs
93 329
Expenses for buildings and rent 415 309
Expenses for insurance policies 71 278
Expenses for warranties 29 5
Remaining other operating expenses 1,699 2,872
Total other operating expenses 3,264 8,653

17 Depreciation and Amortization

A breakdown of depreciation of property, plant and equipment and amortization of intangible assets can be found in the consolidated statement of fixed assets. Depreciation includes extraordinary depreciation of continued business activities in the amount of € 3.0 million (prior year: € 4.1 million). Detailed information on this is provided in the chapters on intangible assets, property, plant and equipment and financial assets.

18 Financial Result

In € '000 Jan. 1 to
Dec. 31,
2021
Jan. 1 to
Dec. 31,
2020
Financial income 0 11
Interest income 0 11
Financial expenses 9 -233
Other financial and interest expenses 9 -233
Financial result 9 -222

Other financial and interest expenses include interest expenses to banks of € 1 thousand (prior year: € 161 thousand).

19 Income Taxes

Domestic deferred taxes were calculated as of December 31, 2021, at an unchanged combined income tax rate of 30% (prior year: 30%). This includes a corporate tax rate of 15% and a solidarity surcharge of 5.5%. The income tax rate also reflects trade taxes, taking into account the breakdown of the trade tax assessment rates among the municipalities in which the Company's branches are located. Foreign deferred taxes were calculated as of December 31, 2021, at a combined income tax rate of 27.6% (prior year: 27.6%). The Group tax rate amounts to 28.8% (prior year: 28.8%).

The income tax expense for continued business activities in fiscal year 2021 is shown in the following table:

In € '000 Jan. 1 to
Dec. 31,
2021
Jan. 1 to
Dec. 31,
2020
Current taxes 0 187
Current taxes in Germany 0 187
Deferred tax liabilities 0 -1,702
Deferred taxes in Germany 0 -1,702
Deferred taxes in foreign countries 0 0
Income taxes 0 -1,515

As of the end of the reporting period, of deferred tax liabilities in the amount of € 0 thousand (prior year: € 2,380 thousand), € 0 thousand (prior year: € 2,380 thousand) relates to Germany and € 0 thousand (prior year: € 0 thousand) relates to other countries.

Deferred tax assets and liabilities were recognized for the following items:

Dec. 31, 2021 Dec. 31, 2010
In € '000 Deferred
tax assets
Deferred
tax
liabilities
Deferred
tax assets
Deferred
tax
liabilities
Intangible assets 0 0 0 2,357
Property, plant
and equipment
71 71 3,942 3,742
Receivables, other
assets and losses
carried forward
0 0 2,157 0
Deferred tax assets
and liabilities
before offsetting
71 71 6,099 6,099
Offsetting -71 -71 -6,099 -6,099
Deferred tax assets
and liabilities
-71 -71 -6.099 -6.099
after offsetting 0 0 0 0
Steuern nach
Saldierung
0 0 0 0

Tax losses in Germany can be carried forward and used for an indefinite period of time, subject to minimum taxation rules. Foreign tax losses carried forward relate to Voltabox of Texas, Inc., and their use is limited to a period of 20 years. Tax losses carried forward from Voltabox of Texas, Inc., that have arisen since fiscal year 2021 can be carried forward indefinitely. However, Voltabox assumes that, as a result of changes in the ownership structure that have already taken place and of possible future changes, the usability of domestic and foreign loss carryforwards is limited and that they will expire. In accordance with IAS 12.81 (c), the actual tax expense must be compared to the tax expense calculated by applying the tax rates to be recognized to the reported earnings before taxes. The following table shows a reconciliation between the actual tax expense and the expected tax expense.

In € '000 Jan. 1 to
Dec. 31,
2021
Jan. 1 to
Dec. 31,
2020
Earnings before taxes -10,008 -39,249
Calculated tax expense at a tax rate
of 28.8 % (prior year: 28.8 %)
-2,882 -11,304
Non-recognition of deferred taxes 2,882 9,107
Current tax expense 0 -2,197
Tatsächlicher Steueraufwand 0 -2.197

20 Earnings Per Share

Basic earnings per share are calculated by dividing the result for the reporting period by the weighted average number of shares issued. The weighted average number of shares issued in the reporting period was 15,825,000 (prior year: 15,825,000). As part of the capital increase in spring 2022, the number of shares increased by 10%. As a result, the share capital now amounts to € 17,407,500 (originally € 15,825,000). The new shares are entitled to participate in profits from January 01, 2021.

Earnings per
share (basic)
At
15,825,000
shares
At
17,407,500
shares
At
15,825,000
shares
At
17,407,500
shares
Reporting
period
2021 2021 2020 2020
Result for
the reporting
period of
€ -12,838
thousand (prior
year: € -37,052
thousand)
€ -0.81 € -0.74 € -2.34 € -2.13
Result of the
reporting
period from
continuing
business
activities
€ -10,009
thousand (prior
year: € -25,693
thousand)
€ -0.63 € -0.57 € -1.62 € -1.48

21 Intangible Assets

The changes in and analysis of intangible assets, property, plant and equipment, as well as financial assets, is shown in the consolidated statement of noncurrent assets. A description of investments made can be found in the combined management report. In the fiscal year, impairment losses of € 1,231 thousand (prior year: € 0 thousand) were recognized for industrial property rights. Due to the sale of the US and Automotive businesses and the realignment, an impairment test was carried out which resulted in an impairment loss.

Capitalized Development Costs

Intangible assets included capitalized development costs of € 201 thousand (prior year: € 4,225 thousand) related to continuing business activities. In the year under review, internal development costs of € 171 thousand (prior year: € 3,888 thousand) were capitalized as intangible assets. With regard to the development expenses of the fiscal year, please refer to the section "Other Performance Indicators" in the combined management report.

Depreciation and amortization of continued business activities amount to € 568 thousand (prior year: € 1,240 thousand). The depreciation period for development projects depends on the expected period of use and begins upon completion.

The capitalized development costs were subject to an impairment test in accordance with IAS 36. The impairment loss of continued business activities in accordance with IAS 36 totaled € 1,750 thousand in the reporting period (prior year: € 3,302 thousand).Due to the fact that the corporate strategy has not yet been adopted, no reliable revenue planning can be applied at present. For this reason, there is a need for impairment in the context of continuing business activities. The M&A transactions prompted an impairment test. As a result, an impairment loss was recognized.The Company also assumes that the assets will be available to the Company in the future, but will not find any use in the context of the new business strategy. For this reason, a disposal was recognized after impairment, which can be seen in the statement of changes in noncurrent assets.

Due to the complete revision of the business strategy and the lack of planning, the recoverable amount was therefore set at zero to the extent that the assets did not have a fair value less costs to sell.

22 Property, Plant and Equipment

Depreciation and amortization of continued business activities in the reporting period amount to € 1,114 thousand (prior year: € 1,097 thousand).

Certain items of movable noncurrent assets are financed by leases. Generally, these leases have terms of four to five years. The corresponding payment obligations for future lease installments are recognized as liabilities. The net carrying amount of assets capitalized under leases amounted to € 238 thousand as of December 31, 2021 (prior year: € 13,778 thousand).

The corresponding payment obligations for future lease installments amounted to € 254 thousand (prior year: € 13,778 thousand) and are recognized as liabilities at their present value. No firm agreements have been entered into concerning the further use of the leased assets following expiry of the basic lease period. Nevertheless, Voltabox AG assumes that the leased assets can be acquired at a

57

favorable price after the basic lease period has expired or may continue to be used at a favorable lease rate. In the reporting year 2021, fixed assets in the amount of € 443 thousand (prior year: € 0 thousand) and rights of use in accordance with IFRS 16 in the amount of € 24 thousand (prior year: € 0 thousand) were impaired. The remaining rights of use are valuable due to their use in a joint production and thus a high utilization rate. Advance payments for machinery and equipment amounting to € 0 thousand were made in the reporting year (prior year: € 164 thousand). Income from disposal of property, plant and equipment amounted to € 0 thousand (prior year: € 1 thousand).

Due to the M&A transactions and the realignment, an impairment test was conducted which resulted in an impairment loss.

23 Leases

As of the balance sheet date, the leases recognized can be reconciled to the rights of use and lease liabilities as follows:

In € '000 –
Dec. 31, 2021
Right of Use Current lease
liability
Noncurrent
lease liability
Technical
equipment and
machinery
229 254 0
Operating and
office equipment
9 1 0
In € '000 –
Dec. 31, 2020
Right of Use Current lease
liability
Noncurrent
lease liability
Buildings 11,008 678 10,663
Technical
equipment and
machinery
1,403 953 538
Operating and
office equipment
93 69 30

The Group rents or leases various equipment and vehicles. These contracts are usually concluded for fixed periods of six to 180 months. The access amount and depreciable amount, as well as the residual carrying amount for the rights of use, can be found in section (38). The interest expense of leasing liabilities of continued business activities amounted to € 0 thousand (prior year: € 625 thousand) in fiscal year 2021.Expenses for short-term leases not recognized in the balance sheet, amounted to € 3 thousand (prior year: € 0 thousand) in fiscal year 2021.

The cash outflows from leases for continued business activities amounted to € 1,195 thousand (prior year: € 1,884 thousand) in the fiscal year.

24 Financial Assets

Financial assets relate to the investment in ForkOn GmbH of € 1,400 thousand (prior year: € 1,400 thousand). The valuation of the financial asset is based on a current corporate planning provided by ForkOn.

The planning assumes a business model with below-average growth effects of around 2%, a discount rate of around 10%, and a discount of 20% on the cash flows of the Company's existing customer contracts.

25 Other Noncurrent Assets

Previous year's other noncurrent assets included a deposit payment of € 1,590 thousand.

26 Inventories

Inventories consist of the following:

In € '000 Dec. 31, 2021 Dec. 31, 2020
Raw materials, consumables
and supplies
0 4,457
Work in progress and finished
goods and services
73 1,227
Advance payments for inventories 0 66
Inventories 73 5,750

Inventories were impaired in the amount of € 0 thousand (prior year: € 4,082 thousand) in the reporting period. As in the prior year, no inventories served as collateral for liabilities on the reporting date.

27 Trade Receivables

The carrying amount of trade receivables is derived as follows:

In € '000 Dec. 31, 2021 Dec. 31, 2020
Gross trade receivables 234 2,578
less value adjustments 25 31
Trade receivables 209 2,547

Receivables of € 0 thousand (prior year: € 25 thousand) were derecognized in fiscal year 2021.Trade receivables are assigned as part of factoring, if possible and intended by the Management Board. The agreement on the assignment of receivables was terminated on December 31, 2021. As of the reporting date, there are no receivables whose assignment will be made in the following reporting year as part of factoring. Therefore, trade receivables are assigned to the valuation category AC according to IFRS 9. Within the scope of factoring, the default risk is transferred to the factoring provider.

The maturity structure of trade receivables for which no impairment allowances have been recorded as of the reporting date is as follows:

In € '000 Carrying
amount
of which
neither
impaired
nor
overdue
thereof past due as
follows but not impaired
0 – 30 60
Dec. 31, 2021 30
days
– 60
days
– 90
days
> 90
days
Trade receivables 234 62 58 8 5 80
Impairment
recognized
25 0 0 0 0 0
Net amount 209 62 58 8 5 80
Dec. 31, 2020 0 –
30
days
30
– 60
days
60
– 90
days
> 90
days
Trade receivables 2,578 2,063 75 107 130 202
Impairment
recognized
31 0 0 0 0 31
Net amount 2,547 2,063 75 107 130 171

There were no indications as of the reporting date that debtors with receivables that are neither impaired nor overdue will fail to meet their payment obligations. Therefore, no impairment had become necessary as of the reporting date.

28 Other Current Assets

Other current assets were as follows:

In € '000 Dec. 31, 2021 Dec. 31,
2020
AC FVPL FVOCI
Blocked account for
validity guarantee
21 0 0 162
Deferrals 13 0 0 254
Other assets 2,398 0 0 514
Other current assets 2,432 0 0 930
In € '000 Carrying
amount
of which
neither
impaired
nor
overdue
thereof past due as follows
but not impaired
30 60
Dec. 31, 2021 0 – 30
days
– 60
days
– 90
days
> 90
days
Other current
assets
2,432 2,432 0 0 0 0
0 – 30 30
– 60
60
– 90
> 90
Dec. 31, 2020 days days days days
Other current
assets
930 930 0 0 0 0

The other current assets mainly comprise a compensation claim, a VAT refund claim and an escrow account receivable from the sale of the US business. Voltabox AG is pledging a sight deposit in favor of the factoring bank as part of factoring. This account safeguards Voltabox AG's validity guarantee for sold receivables. In the event of insolvency, other account balances with credit institutions can be offset against any balances and liabilities between the respective counterparties.

The overdue amounts included in other current assets as of the reporting date were as follows:

As of December 31, 2021, there were no indications that significant amounts included in other current assets would not be collectable.

29 Cash and Cash Equivalents

Cash on hand and bank deposits are recognized at their nominal amounts. Cash and cash equivalents include € 1 thousand (prior year: € 1 thousand) in cash on hand and € 410 thousand (prior year: € 2,337 thousand) in bank deposits.

30 Equity

The changes in the individual components of equity for the reporting period from January 01 to December 31, 2021, are presented in the consolidated statement of changes in equity.

Subscribed Capital

Voltabox AG's subscribed capital as of the reporting date

59

amounted to € 15,825 thousand (prior year: € 15,825 thousand) and is divided into 15,825,000 no-par-value shares with a notional share in the share capital of € 1.00 each.

Currency Translation Reserve

The currency translation reserve as of December 31, 2021 amounts to € 0 thousand (prior year: € 815 thousand).

Due to the asset deal of Voltabox of Texas, the currency translation reserve has ceased to exist.

Retained Earnings

Retained earnings are composed as follows:

In € '000 Dec. 31,
2021
Dec. 31,
2020
Profit / Loss carried forward -21,496 15,556
Consolidated net income -12,840 -37,052
Retained earnings -34,336 -21,496

31 Leasing Liabilities

The initial recognition of the lease liability comprises the lease payments not yet made at the present value of the lease payments as of the provision date. Discounting is calculated on the basis of the underlying constant interest rate. If this is not available, Voltabox AG uses an incremental borrowing rate of interest that is used as a basis for comparable lease financing. Lease payments not yet made comprise

  • all fixed payments less lease incentives received,
  • variable lease payments,
  • amounts expected to be paid at the end of the lease term under residual value guarantees,
  • the exercise price of a purchase option if exercise is reasonably certain and
  • penalties for termination if exercise is reasonably certain.

The carrying amount of the leasing liability is increased by the interest expense and reduced by the payments made after provision on the reporting date. A remeasurement of the leasing liability is immediately recognized.

In € '000 Remaining
term
< 1 year
Remaining
term
between 1
and 5 years
Remaining
term > 5
years
31.12.2021
Minimum lease
payments
262 0 0 262
Future interest
payments
-8 0 0 -8
Liabilities from leases
(repayment portion)
254 0 0 254
thereof reported under noncurrent liabilities 0
thereof reported under current liabilities
In € '000 Remaining
term
< 1 year
Remaining
term
between 1
and 5 years
Remaining
term > 5
years
31.12.2020
Minimum lease
payments
2,426 5,125 9,735 17,286
Future interest
payments
-524 -1,491 -1,493 -3,508
Liabilities from leases
(repayment portion)
1,902 3,634 8,242 13,778
thereof reported under noncurrent liabilities 11,876
thereof reported under current liabilities 1,902

32 Liabilities to Banks

As of the reporting date, there were no current or noncurrent liabilities to banks.

33 Other Liabilities

Other liabilities are as follows:

In € '000 Dec. 31,
2021
Dec. 31,
2020
Miscellaneous other liabilities 1,079 5,164
Liabilities from other taxes 0 488
Other liabilities 1,079 5,652

Other liabilities mainly include personnel obligations from outstanding vacation entitlements, as well as employee bonuses and profit sharing. They have a maturity of less than one year and have been assigned to the IFRS 9 measurement category AC.

34 Other Provisions

Other provisions are all due within one year. The movements on the provisions were as follows:

In € '000 Jan. 1,
2021
Utilization Release Allocation Dec. 31,
2021
Other
provisions
1,055 1,055 0 3,671 828

Other provisions mainly include provisions for warranties and guarantees of € 438 thousand (prior year: € 884 thousand).

35 Additional Disclosures on Financial Instruments

This section provides an overview of financial instruments in use at Voltabox AG. The carrying amounts of the financial instruments included in the consolidated financial statements in accordance with the IFRS measurement categories are summarized below:

In € '000 Dec. 31,
2021
Dec. 31,
2020
Financial assets
Measured at amortized cost 4,003 8,717
Measured at fair value
through profit or loss
1,400 1,400
5,403 10,117
Financial liabilities
Measured at amortized cost 3,179 23,688
3,179 23,688

Voltabox AG has not implemented any reclassification between these categories in the 2021 fiscal year. As of the reporting date, the carrying amounts and the fair values of the current and noncurrent financial assets are as follows:

Dec. 31, 2021 AC FVPL FVOCI
In € '000 BW FV BW FV BW FV
ASSETS
Cash and cash
equivalents
410 410 0 0 0 0
Trade
receivables
209 209 0 0 0 0
Receivables
from related
parties
952 952 0 0 0 0
Investments 0 0 1,400 1,400 0 0
Other assets 2,432 2,432 0 0 0 0
Total assets 4,003 4,003 1,400 1,400 0 0
EQUITY AND
LIABILITIES
Trade payables 1,846 1,846 0 0 0 0
Leasing
liabilities
254 254 0 0 0 0
Other liabilities 1,079 1,079 0 0 0 0
Total equity
and liabilities
3,179 3,179 0 0 0 0
Dec. 31, 2020 AC FVPL FVOCI
In € '000 BW FV BW FV BW FV
ASSETS
Cash and cash
equivalents
2,337 2,337 0 0 0 0
Trade
receivables
2,547 2,547 0 0 0 0
Receivables
from related
parties
1,314 1,314 0 0 0 0
Investments 0 0 1,400 1,400 0 0
Other assets 2,520 2,520 0 0 0 0
Total assets 8,718 8,718 1,400 1,400 0 0
EQUITY AND
LIABILITIES
Liabilities
to banks
46 46 0 0 0 0
Trade payables 4,209 4,209 0 0 0 0
Leasing
liabilities
13,778 13,778 0 0 0 0
Other liabilities 5,652 5,652 0 0 0 0
Total equity
and liabilities
23,685 23,685 0 0 0 0

Voltabox AG does not hold any cash collateral and does not implement any offsetting in the balance sheet. Balances and liabilities to banks are reported gross in the consolidated balance sheet. Voltabox distinguishes between collectable and doubtful or non-performing and uncollectable financial assets. For recoverable financial assets, depreciation takes place after the expected twelve-month credit loss. For doubtful or defaulted financial assets, a depreciation is made in the amount of the credit loss expected to maturity. Uncollectable receivables are recorded as disposals. A receivable is considered to be non-performing (definition of default) when there is a strong indication that a debtor will not fulfill its payment obligations to Voltabox AG.

The following overview summarizes the cred-

it quality and the maximum default risk of the financial assets valuated at amortized cost according to the aforementioned categories:

In € '000 - Dec.
31, 2021
Credit quality Treatment Gross
carrying
amount
Valuation
allow
ance
Net
carrying
amount
Other assets collec
table
12-month
ECL
2,432 0 2,432
2,432 0 2,432
Trade receivables collec
table
simplified
approach
234 25 209
234 25 209
Receivables from
related parties
collec
table
12-month
ECL
952 0 952
952 0 952
Cash and cash
equivalents
collec
table
12-month
ECL
410 0 410
410 0 410
In € '000 - Dec.
31, 2020
Credit quality Treatment Gross
carrying
amount
Valuation
allowance
Net
carrying
amount
Other assets collec
table
12-month
ECL
2,520 0 2,520
2,520 0 2,520
Trade
receivables
collec
table
simplified
approach
2,578
2,578
31
31
2,547
2,547
Receivables
from related
parties
collec
table
12-month
ECL
1,314
1,314
0
0
1,314
1,314
Cash and cash
equivalents
collec
table
12-month
ECL
2,337
2,337
0
0
2,337
2,337

Voltabox recognizes valuation allowances for loans and other receivables while taking into consideration past events and expectations regarding the future development of credit risk. There has been no change in the methods used to measure valuation allowances since the prior year. Cash and cash equivalents consist of cash on hand and bank balances. The

Voltabox Group only deposits cash and cash equivalents with the highest creditworthiness and default probabilities close to zero. In accordance with the simplified approach under IFRS 9.5.5.15, valuation allowances on trade receivables are measured consistently on the basis of the lifetime expected credit losses. For the calculation of the valuation allowance, the receivables are divided up into risk categories and assigned different loss rates. Receivables are written off where a debtor is in serious financial difficulties and there is no prospect of collection.

36 Management of Risks Associated with Financial Instruments

The following section explains the Group's positions with regard to financial risks and how these may affect the net assets, financial position and results of operations in the future.

The risks from financial instruments, their effects and their management are presented below:

Risk Risks from Measurement Management
Market price
fluctuations
Future transactions Estimated cash flows Market and
value analysis of
the products
Foreign
currency risks
Future transactions Estimated cash flows and sensitivity
analysis
Currency forwards
and currency
options
Liquidity risks Lack of refinancing
of business
activities and
profitability
Rolling liquidity
management
Acquisition of
loan funds and
credit lines
Credit risks Cash, receivables
and other assets
Age structure analysis
and credit rating
Diversification
strategy for bank
deposits, trade
credit insurance

The risks listed can have a considerable impact on the cash flow, profitability and financial situation of Voltabox AG.

The Voltabox Group has implemented an internal sensitivity analysis system based on a variety of risk analysis and risk management methods. The use of sensitivity analyses enables the Group to identify risk positions within the segments. Sensitivity analyses quantify the risks that can arise within given assumptions when certain parameters are changed in a defined range.

They include the following assumptions:

  • An appreciation of the euro against all foreign currencies by 10 percentage points
  • A parallel shift in interest rate curves of 100 basis points (one percentage point)

The potential effects of the sensitivity analysis are estimates and are based on the assumption that the supposed negative market changes will occur. The actual effects may differ significantly if market developments deviate from assumptions made.

Market Price Fluctuations

Market price fluctuations can involve substantial cash flows and profit risks for Voltabox. Voltabox AG regularly conducts market analyses to monitor the market price risk. To ensure competitiveness, value analyses are carried out as part of the development of new products.

Foreign Currency Risks

Due to the international nature of its operations, Voltabox AG's ongoing business operations are exposed to foreign currency risk. Exchange rate fluctuations can lead to undesirable earnings and liquidity fluctuations. For Voltabox AG, the risk arises on foreign currency positions and possible changes in the relevant exchange rates. The uncertainty involved in future trends is referred to as exchange rate risk. Relevant risk variables are generally all non-functional currencies in which Voltabox enters into financial instruments. Voltabox AG limits risk by settling purchases and sales of goods and services mainly in the local currency.

The sensitivity to potential fluctuations in foreign currency exchange rates is determined by aggregating the net currency positions of the operating business that are not denominated in the Group's functional currency. Sensitivity is calculated by simulating depreciation of the euro by 10% in relation to all major foreign currencies. The simulated appreciation of the euro would have resulted in a change in future payment inflows in the amount of € 0 thousand as of December 31, 2021 (prior year: € 65 thousand). To the extent that future purchases are not hedged against currency exchange risks, a depreciation of the euro against other currencies would have a negative effect on the financial position and earnings as the Group's purchases in foreign currencies exceed its foreign currency cash inflows.

The following table provides an overview of the net foreign currency exchange risk by currency as of December 31, 2021. The periodic effects are determined by relating the hypothetical changes in risk variables to the portfolio of financial instruments at the end of the reporting period. It is assumed that the portfolio as of the reporting date is representative for the year as a whole.

Dec. 31, 2021 Dec. 31, 2020
In € '000 USD Other USD Other
Transaction-related
foreign currency risk
Foreign currency risk from
balance sheet items
589 0 1,477 243
589 0 1,477 243
Net exposure – foreign
currency positions
589 0 1,477 243
Change in foreign currency
positions due to 10 %
appreciation of the euro
52 0 121 2

Liquidity Risks

Liquidity risk, i.e., the risk that the Voltabox Group might not be able to meet its payment obligations as they fall due, is managed by means of flexible cash management. As of December 31, 2021, Voltabox had cash and cash equivalents of € 410 thousand (prior year: € 2,337 thousand) at its disposal.

In € '000 Dec. 31,
2021
Dec. 31,
2020
Cash and cash equivalents 410 2,337
Total liquidity 410 2,337
Current financial liabilities and
portions of noncurrent financial
liabilities due in the short term
254 1,948
Noncurrent financial liabilities 0 11,876
Total financial liabilities 254 13,824
Net debt 156 -11,487
Nettoverschuldung 156 -11.487

The net liquidity and net borrowing are derived from the sum of cash and cash equivalents less liabilities to banks and liabilities from leases as shown in the statement of financial position. The following table shows payments for redemptions, repayments and interest from recognized financial liabilities as of December 31, 2021:

In € '000 2022 2023 –
2027
2028 and
thereafter
Non-derivative
financial liabilities
Liabilities from leases 254 0 0
Trade payables 1,846 0 0
Other financial liabilities 1,079 0 0
Non-derivative
financial liabilities
3,179 0 0
In € '000 2021 2022 –
2026
2027 and
thereafter
Non-derivative
financial liabilities
Liabilities to banks 46 0 0
Liabilities from leases 1,902 3,634 8,242
Trade payables 4,209 0 0
Other financial liabilities 5,652 0 0
Non-derivative
financial liabilities
11,809 3,634 8,242

37 Commitments, Contingent Assets, Contingent Liabilities and Other Financial Obligations

There were no commitments or off-balance sheet contingent assets or contingent liabilities as of December 31, 2021. Other financial liabilities are as follows:

In € '000 Remaining
term
< 1 year
Remaining
term
between 1
and 5 years
Remaining
term > 5
years
Dec. 31,
2021
Dec. 31,
2020
Order commitments 0 0 0 0 13,743
Tenancy obligations 30 0 0 30 0
Other financial
obligations
30 0 0 30 13,743

38 Consolidated Statement of Movements on Noncurrent Assets

Consolidated Statement of Movements on Noncurrent Assets as of December 31, 2021

Depreciation and Amortization
Acquisition cost
Book Value
In € '000 Jan. 1, 2021 Accruals Reclassi
fication
IFRS 5
Outflows Dec. 31, 2021 Jan. 1, 2021 Transfers Accruals Outflows Dec. 31,
2021
Jan. 1, 2021 Dec. 31, 2021
Intangible Assets
Industrial property rights and similar rights and
assets as well as licenses to such rights and assets
14,347 0 0 -14,347 0 12,626 0 1,443 -14,069 0 1,721 0
Goodwill 9,706 0 0 -9,706 0 9,706 0 0 -9,706 0 0 0
Capitalized development costs 31,978 201 -4,043 -28,136 0 25,240 0 2,318 -27,558 0 6,738 0
Total intangible assets 56,031 201 -4,043 -52,189 0 47,572 0 3,760 -51,333 0 8,459 0
Rights of use
Properties and buildings 12,377 0 -9,784 -2,593 0 1,369 0 316 -1,685 0 11,008 0
Technical equipment and machinery 3,658 0 0 -1,705 1,953 2,255 0 1,043 -1,575 1,725 1,403 229
Other plant, office furniture and equipment 280 0 -11 -227 43 187 0 65 -219 34 93 9
Total rights of use 16,315 0 -9,794 -4,525 1,996 3,811 0 1,424 -3,479 1,758 12,504 237
Property, plant and equipment
Properties and buildings 468 0 0 -468 0 468 0 0 -469 0 0 0
Technical equipment and machinery 5,177 0 -1,271 -3,906 0 3,529 0 777 -4,301 0 1,648 0
Other plant, office furniture and equipment 4,015 291 -1,435 -2,857 14 2,545 0 342 -2,885 3 1,470 11
Advance payments 164 0 -164 0 0 9 0 0 0 0 164 0
Total property, plant and equipment 9,824 291 -2,869 -7,231 14 6,542 0 1,119 -7,655 3 3,282 11
IFRS 5 (for information) 0 0 16,706 -16,706 0
Total 82,170 492 -16,706 -63,945 2,010 57,925 0 6,303 -62,467 1,761 24,245 249

The IFRS 5 items could not be presented in a gross presentation, as the derivation would be disproportionate to the explanatory content, since the material items were mostly derecognized in full.

39 Notes to the Consolidated Cash Flow Statement

The consolidated cash flow statement shows the cash flows within a given fiscal year in order to present information about movements in the Company's cash and cash equivalents in accordance with IAS 7 (Statement of Cash Flows). The consolidated cash flow statement has been prepared pursuant to the indirect method as defined in IAS 7.18 (b). Cash flows are classified separately as cash flows from operating activities, cash flows from investing activities and cash flows from financing activities.

In € '000 Dec. 31,
2021
Dec. 31,
2020
Bank balances 409 2,336
Cash on hand 1 1
Cash and cash equivalents 410 2,337

Net liabilities changed as follows in the fiscal year:

Liabilities from
financing activities
In € '000 Loans Leasing Cash
and cash
equivalents
Total
Net liability as of
January 1, 2020
543 14,178 5,036 -9,685
Cash flows -497 -400 -2,699 -1,802
Currency translation
effects
862 0 0 -862
Net liability as of
December 31, 2020
908 13,778 2,337 -12,349
Cash flows -46 -1,319 -1,927 -562
IFRS 5 0 -9,928 0 9,928
Currency translation
effects
-862 -2,277 0 3,139
Net liability as of
December 31, 2021
0 254 410 156
Nettoverbindlichkeit
zum 31. Dezember 2021
0 254 410 156

The cash flows of the discontinued business activities are shown separately in the consolidated cash flow statement. The current year's cash flows from the operating business of the discontinued business activities can be found in the corresponding section. The remaining cash flows are attributable to the effects of disposals.

40 Segment Reporting

Voltabox AG has sold two major business units in fiscal year 2021. As a result of the disposals, only one identifiable overall segment remains. Due to the IFRS 5 disclosure and the corresponding explanations in the notes, the Company assumes that a high level of transparency and traceability is ensured. For this reason, the Company has decided to temporarily discontinue segment reporting.

Voltabox AG uses the following key figures:

In € '000 Result 2021 Result 2020
KPI Description for
continued
business
activities
for
discontinued
business
activities
for
continued
business
activities
for
discontinued
business
activities
EBITDA Based on the
total operating
performance, the
cost of materials and
personnel expenses
as well as other
operating expenses
are deducted
-3,697 -3,942 -13,873 -10,371
EBIT EBITDA is reconciled
to EBIT by deducting
depreciation,
amortization and
impairment losses.
-10,000 -5,182 -26,739 -11,735
Free
Cash
flow
Sum of cash flow
from operating
activities and
cash flow from
investing activities.
-4,989 -3,720 -4,840 3,038

The presentation of revenue for continuing operations by geographical area is shown in the section "Revenue". In the 2021 fiscal year, three customers exceeded the threshold of 10% of revenue in accordance with IFRS 8.34. These customers accounted for revenue of € 800 thousand (26.95%), € 741 thousand (24.96%) and € 314 thousand (10.57%).

41 Directors and Officers

In the reporting year, the Management Board of Voltabox AG comprised CEO Jürgen Pampel, CTO Dr. Burkhard Leifhelm, and CFO Patrick Zabel. Dr. Leifhelm was recalled as Management Board member of Voltabox AG effective April 30, 2021. Patrick Zabel was recalled as member of the Management Board of Voltabox AG effective October 19, 2021. The following persons were members of the Supervisory Board in the reporting year or are members of the Board, respectively:

Hermann Börnemeier Walter Schäfers
Deputy Chairman
of the Supervisory
Board until
Nov. 12, 2021
Member of the
Supervisory Board
until Nov. 12, 2021
Tax consultant, Managing
Director of Treu-Union
Treuhandgesellschaft
mbH
Lawyer, partner at
Societät Schäfers,
Rechtsanwälte
und Notare
Roland Mackert Toni Junas
Deputy Chairman
of the Supervisory
Member of the
Supervisory Board
Board from
Nov. 22, 2021
from Nov. 22, 2021

42 Remuneration of Board Members

The total remuneration of the Management Board members amounted to € 836 thousand in 2021 (prior year: € 537 thousand). The remuneration of the current Supervisory Board amounted to € 51 thousand in 2021 (prior year: € 45 thousand).

43 Information on Related Companies and Persons

Related parties as defined in IAS 24 (Related Party Disclosures) include members of the Management Board, the Supervisory Board and their immediate families as well as affiliated companies of Voltabox AG.As the main shareholder, Trionity Invest GmbH is a related party. The owner of Trionity Invest GmbH is Martin Hartmann. No transactions were conducted with Trionity Invest GmbH in the reporting year. Transactions amounting to € 2.178 thousand (prior year: € 0 thousand) were carried out with the companies of the Triathlon Group, whose managing director is Martin Hartmann, in the year under review. These relate to the sale of noncurrent assets and inventories in the amount of € 952 thousand, a compensation claim in the amount of € 1,200 thousand, and charges passed on in the amount of € 26 thousand.

Klaus Dieter Frers is Managing Director of paragon GmbH, the general partner of paragon GmbH & Co. KGaA, managing partner of Artega GmbH, and the managing limited partner of Frers Grundtücksverwaltungs-GmbH & Co. KG. The transaction price with paragon GmbH & Co. KGaA in the context of the automotive business amounted to € 8,600 thousand. A sale of property, plant and equipment in the amount of € 100 thousand took place and there were recharges in the amount of € 53

thousand. Furthermore, Voltabox AG recharged costs in the amount of € 43 thousand to paragon movasys GmbH and costs in the amount of € 22 thousand to paragon electrodrive GmbH. Voltabox AG generated revenues from the sale of goods amounting to € 47 thousand with paragon electronic GmbH. In the fiscal year, paragon Automotive sold goods worth € 7 thousand to Voltabox and paragon GmbH & Co. KG sold goods worth € 800 thousand. In addition, paragon GmbH & Co. KG charged Voltabox AG for IT services amounting to € 669 thousand, for insurance expenses of € 199 thousand, for building rent of € 198 thousand, for personnel expenses of € 122 thousand and for a material cost allocation of € 29 thousand. paragon GmbH & Co. KGaA was the parent Company of Voltabox AG until December 1, 2021. Klaus Dieter Frers was thus the ultimate controlling entity as defined by IAS 24.13 until November 29, 2021.

Trade receivables from related companies amount to € 952 thousand (prior year: € 1,314 thousand). Other assets include items with related parties in the amount of € 1,200 thousand.

Voltabox AG had concluded a lease agreement with Frers Grundstücksverwaltungs GmbH & Co. KG for a developed plot of land. In fiscal year 2021, this resulted in rental payments of € 151 thousand. The rental agreement was terminated on December 31, 2021.A terminated lease agreement concluded with paragon GmbH & Co. KGaA and Frers Grundstücksverwaltungs GmbH & Co. KG resulted in depreciation and interest of € 229 thousand and € 47 thousand, respectively, in the reporting year (prior year: € 262 thousand and € 69 thousand, respectively).

Hermann Börnemeier provided tax consulting services of € 5 thousand (prior year: € 37 thousand) for Voltabox AG in the year under review.

44 Auditor's Fee

Expenses of € 170 thousand (prior year: € 273 thousand) were recognized in the period under report from January 01 to December 31, 2021, as fees for the audit of Voltabox AG's separate financial statements prepared in accordance with German commercial law, and for the audit of Voltabox AG's consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, which were conducted by Baker Tilly GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft.

45 Risk Management

The Company's risk management is described in the combined management report.

46 Declaration Pursuant to Section 160 (1) No. 8 of the German Stock Corporation Act (AktG)

Voting Right Notifications

In the year under review, the Company received notifications pursuant to Section 26 (1) of the German Securities Trading Act (WpHG) that require disclosure in the notes of the annual financial statements in accordance with Section 160 (1) No. 8 of the German Stock Corporation Act (AktG):

HANSAINVEST Hanseatische Investment-GmbH informed the Company that it had exceeded the 3% threshold as of January 12, 2021. Accordingly, the share of voting rights in the Company amounted to 3.00% (474,825 voting rights) on that date.

Martin Hartmann, as a person subject to the notification requirement of Trionity Invest GmbH, notified the Company of the acquisition of instruments for the acquisition of voting rights amounting to 28.00 % of the Company's share capital as of November 12, 2021. The type of instrument as defined by section 38 (1) no. 1 WpHG was a conditional purchase agreement entitling the holder to acquire 4,431,000 voting rights. Furthermore, Martin Hartmann held a call option in the amount of 2.21% of the Company's share capital via Trionity Invest GmbH at that date, which is an instrument as defined by Sec. 38 (1) No. 1 WpHG. The option entitled the holder to acquire a further 350,000 voting rights in Voltabox AG.

Herbert Büttner, as the person subject to notification of EW-Trade AG, notified the Company of the acquisition of instruments for the acquisition of voting rights amounting to 20.78% of the Company's share capital as of November 12, 2021. The type of instrument as defined by section 38 (1) no. 1 of the WpHG was a conditional purchase agreement entitling the holder to acquire 3,289,000 voting rights.

Martin Hartmann informed the Company pursuant to Section 43 (1) WpHG on November 24, 2021 in connection with exceeding or reaching the 10% threshold or a higher threshold of November 12. 2021, that the investment serves the implementation of strategic goals, that the acquisition of further voting rights is intended within the next twelve months, that an influence on the composition of administrative, management and/or supervisory bodies of the Company is intended, that no significant change in the capital structure is intended on the part of the notifying party, and that the funds for financing the acquisition of the voting rights originate 100% from external funds.

On November 24, 2021, Herbert Büttner informed the Company pursuant to Sec. 43 (1) WpHG in connection with exceeding or reaching the 10% threshold or a higher threshold of Nov. 12. 2021, that the investment serves to generate trading profits, that no acquisition of further voting rights is intended within the next twelve months, that an influence on the composition of administrative, management and/or supervisory bodies of the Company is sought, that no significant change in the capital structure is sought on the part of the notifying party, and that the funds for financing the acquisition of the voting rights originate 100% from own funds.

Klaus Dieter Frers has notified the Company of the reduction of the share of voting rights held by paragon GmbH & Co. KGaA from 57.83% to 23.00% (3,639,000 voting rights) as of December 1, 2021. Subsequently, Klaus Dieter Frers, as a person subject to the notification requirement of paragon GmbH & Co. KGaA, also notified the Company of the sale of further voting rights to a remaining voting interest of 2.21% (350,000 voting rights).

Martin Hartmann has notified the Company of the execution of the purchase agreement and the related acquisition of shares with voting rights by Trionity Invest GmbH as of December 1, 2021. Accordingly, the share of voting rights of Trionity Invest GmbH in Voltabox AG amounted to 28.00% (4,431,000 voting rights) as of this date, while at the same time Trionity Invest continued to hold instruments as defined by section 38 (1) no. 1 of the WpHG amounting to 2.21% of the share capital (350,000 voting rights).

Herbert Büttner notified the Company of the execution of the purchase agreement and the associated acquisition of shares with voting rights by EW-Trade AG as of December 03, 2021. Accordingly, EW-Trade AG's share of the voting rights in Voltabox AG amounted to 20.78% (3,289,000 voting rights) as of this date.

Director's Dealings

The Company did not receive any reports on proprietary transactions by executives in accordance with Art. 19 of the EU regulation No 596/2014 (MAR) on market abuse (market abuse regulation) during the reporting period.

Declaration of Conformity with the German Corporate Governance Code

The Declaration of Conformity with the German Corporate Governance Code (GCGC) required under Section 161 of the German Stock Corporation Act (AktG) was most recently submitted in February 2022 and is available to shareholders on a permanent basis on the Company's website (www.voltabox.ag).

Delbrück, April 28, 2021

Voltabox AG

Patrick Zabel

CEO

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Independent Auditor's Report

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To Voltabox AG, Delbrück

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENT AND THE COMBINED MANAGEMENT REPORT

Audit Opinions

We have audited the consolidated financial statements of Voltabox AG and its subsidiaries (the Group), which comprises the consolidated balance sheet as of December 31, 2021, the consolidated statement of comprehensive income (including the consolidated profit and loss account), the consolidated statement of changes in equity and the consolidated cash flow statement for the fiscal year from January 1 to December 31, 2021, as well as the notes to the consolidated financial statements, including a summary of important accounting policies. Furthermore, we have audited the combined management report of Voltabox AG for the fiscal year from January 1 to December 31, 2021.

In accordance with German legal requirements, we have not audited the content of the corporate governance statement pursuant to nach § 315d i.V.m., § 289f (2) and (5) HGB and the declaration of conformity with the German Corporate Governance Code contained in the combined management report.

In our opinion, based on the findings of our audit,

the enclosed consolidated financial statements comply with IFRS as adopted by the EU and the additional requirements pursuant to Section

315e (1) of the German Commercial Code (HGB), and provide a true and fair view of the net assets and financial position of the Group as of December 31, 2021, as well as its earnings for the fiscal year starting January 01 and ending December 31, 2021, in accordance with these requirements.

the enclosed combined management report provides a suitable view of the Group's position. The combined management report is consistent with the consolidated financial statements, complies with all statutory regulations and suitably presents the opportunities and risks of future development.

Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any objections to the regularity of the consolidated financial statements and the combined 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 HGB and the EU Audit Regulation (no. 537/2014, referred to subsequently as "EU Audit Regulation") and in compliance with German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities according to those requirements are further described in the "Auditor's Responsibility for the Audit of the Consolidated Financial Statements and the Combined Management Report" section of our auditor's report. We are independent of the Group companies in accordance with the requirements of European law and German commercial law and professional rules of conduct, and we have fulfilled our other German professional responsibilities in compliance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided any non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and the combined management report.

Key Audit Matters in the Audit of the Consolidated Financial Statements

We have determined that there are no key audit matters to be disclosed in our audit opinion.

Other Information

The company's legal representatives and the Supervisory Board are responsible for the other information. Other information includes

  • the section "Letter from the Management"
  • the section "Investor Relations"
  • the section "Corporate Governance" of the annual report 2021 with the sections contained herein
    • Supervisory Board Report
    • Remuneration of the Management Board and Supervisory Board
    • Corporate Governance Statement Pursuant to Sections 315d in Conjunction with Section 289f (1) HGB
    • Declaration from Voltabox AG on the German Corporate Governance Code

the Declaration by the Legal Representatives pursuant to Section 264 (2) sentence 3 HGB on the annual financial statement and the assurance under Section 289 (1) sentence 5 HGB regarding the combined management report.

Our audit opinions on the consolidated financial statements and the combined management report do not cover this other information, and consequently we do not express an audit opinion or any other form of audit conclusion thereon.

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

  • is materially inconsistent with the consolidated financial statements, with the combined management report or our knowledge obtained in the audit, or
  • otherwise appears to be materially misstated.

Responsibility of the Company's Legal Representatives and the Supervisory Board for the Consolidated Financial Statements and the Combined Management Report

The company's legal representatives are responsible for the preparation of the consolidated financial statements that comply with the IFRS as adopted by the EU as well as the German supplementary statutory regulations applicable under Section 315e (1) HGB in all significant respects and for ensuring that the consolidated financial statements provide a true and fair view of the net assets, financial position and earnings of the Group in accordance with these provisions. In addition, the company's legal representatives are responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor's Responsibility for the Audit of the Consolidated Financial Statements and the Combined Management Report

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides an appropriate view of the Group's position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor's report that includes our audit opinions on the consolidated financial statements and the combined management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German generally accepted standards for the audit of financial statements promulgated by IDW will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these consolidated financial statements and this combined management report.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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  • identify and assess the risks of material misstatement in the consolidated financial statements and the combined management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures relevant to the audit of the combined management report, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these systems.
  • evaluate the appropriateness of accounting policies used by the company's legal representatives and the reasonableness of estimates made by the company's legal representatives and related disclosures.
  • draw conclusions regarding the appropriateness of the company's legal representatives' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to the related disclosures in the consolidated financial statements and in the combined management report or, if such disclosures are

inadequate, to modify our respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.

  • evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events such that the consolidated financial statements give a true and fair view of the net assets, financial position and earnings of the Group in compliance with IFRS as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB.
  • obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express audit opinions on the consolidated financial statements and the combined management report. We are responsible for the direction, supervision and performance of the audit of the consolidated financial statements. We remain solely responsible for our audit opinions.
  • evaluate the consistency of the combined management report with the consolidated financial statements, its conformity with German law and the view of the Group's position that it provides.
  • perform audit procedures regarding the prospective information presented by the company's legal representatives in the combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the company's legal repre-

sentatives as a basis for the prospective information, and evaluate whether this prospective information has been properly derived from these assumptions. We do not express a separate audit opinion on this prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

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

We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and discuss with them any relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the related safeguards.

On the basis of the matters discussed with the persons charged with governance, we determine the matters that were of most significance in the audit of the consolidated financial statements for the current period under review and are therefore the key audit matters. We describe these matters in our auditor's report unless any law or other regulation precludes public disclosure of this matter.

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OTHER LEGAL AND REGULATORY REQUIREMENTS

Report on the Audit of the Electronic Reproductions of the Consolidated Financial Statements and the Combined Management Report Prepared for the Purpose of Disclosure in Accordance with § 317 (3a) HGB

Audit Opinion

In accordance with § 317 (3a) HGB, we have performed a reasonable assurance audit to determine whether the reproductions of the consolidated financial statements and the combined management report (hereinafter also referred to as "ESEF documents") contained in the attached file " voltabox_2021_konzernabschluss_ifrs" and prepared for disclosure purposes comply in all material respects with the requirements of § 328 (1) HGB regarding the electronic reporting format ("ESEF format"). In accordance with German legal requirements, this audit extends only to the conversion of the information in the consolidated financial statements and the combined management report into the ESEF format and therefore neither to the information contained in these reproductions nor to any other information contained in the aforementioned file.

In our opinion, the reproductions of the consolidated financial statements and the combined management report contained in the aforementioned attached file and prepared for disclosure purposes comply, in all material respects, with the electronic reporting format requirements of § 328 (1) HGB. Beyond this audit opinion and our audit opinions on the accompanying annual financial statements and the accompanying combined management report for the fiscal year from January 01 to December 31, 2020, included in the preceding "Report on the audit of the consolidated financial statements and the combined management report", we do not express any audit opinion on the information contained in these reproductions or on the other information included in the above-mentioned file.

Basis for the Audit Opinion

We conducted our audit of the reproductions of the consolidated financial statements and the combined management report contained in the above-mentioned attached file in accordance with § 317 (3a) HGB and in compliance with IDW Auditing Standard: Audit of Electronic Reproductions of Financial Statements and Management Reports Prepared for the Purposes of Disclosure pursuant to § 317 (3a) HGB (IDW PS 410 (10.2021)). Our responsibility thereafter is further described in the section "Auditor's Responsibility for the Audit of the ESEF Documents". Our auditing practice has complied with the quality assurance system requirements of the IDW Quality Assurance Standard: Requirements for Quality Assurance in the Auditing Practice (IDfW QS 1) applied.

Responsibility of the Legal Representative and the Supervisory Board for the ESEF Documents

The company's management is responsible for the preparation of the ESEF documents containing the electronic reproductions of the consolidated financial statements and the management report in accordance with § 328 (1) sentence 4 no. 1 and for the preparation of the consolidated financial statements in accordance with section 328 (1) sentence 4 no. 2 HGB.

Furthermore, the legal representatives are responsible for the internal control features that they have determined to be necessary to facilitate the preparation of the ESEF documents that are free from infringements of the requirements of § 328 (1) HGB regarding the electronic reporting format, whether due to fraud or error.

The legal representatives of the company are also responsible for submitting the ESEF documents together with the auditor's report and the accompanying audited consolidated financial statements and audited Group management report as well as other disclosable documents to the operator of the Bundesanzeiger.

The Supervisory Board is responsible for monitoring the preparation of the ESEF documents as part of the financial reporting process.

Auditor's Responsibility for the Audit of the ESEF Documents

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material infringements, whether due to fraud or error, with the requirements of § 328 (1) HGB. During the audit, we exercise professional judgment and maintain a critical attitude. Furthermore

  • we identify and assess the risks of material infringements with the requirements of § 328 (1) HGB, whether due to fraud or error, plan and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion.
  • we obtain an understanding of internal controls relevant to the audit of the ESEF documents in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of those controls.

  • we assess the technical validity of the ESEF documentation, i.e. whether the file containing the ESEF documentation complies with the requirements of Delegated Regulation (EU) 2019/815, as amended at the reporting date, regarding the technical specification for that file.
  • we assess whether the ESEF documentation provides a consistent XHTML representation of the audited consolidated financial statements and the audited combined management report.
  • we evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with the requirements of Articles 4 and 6 of the Delegated Regulation (EU) 2019/815, as amended as at the reporting date, enables an appropriate and complete machine-readable XBRL copy of the XHTML rendering.

Further Information Pursuant to Article 10 of the EU Audited Regulation

We were elected as group auditor by the annual general meeting on September 1, 2021. We were engaged by the supervisory board on December 21, 2021. We have been the group auditor of the Voltabox AG without interruption since fiscal year 2017.

We declare that the audit opinions expressed in this auditor's report are consistent with the additional report to the Supervisory Board pursuant to Article 11 of the EU Audit Regulation (longform audit report).

OTHER MATTER – USE OF THE AUDITOR'S REPORT

Our auditor's report must always be read together with the audited consolidated financial statements and the audited group management report as well as the examined ESEF documents. The consolidated financial statements and group management report converted to the ESEF format – including the versions to be published in the German Federal Gazette [Bundesanzeiger] – are merely electronic renderings of the audited consolidated financial statements and the audited group management report and do not take their place. In particular, the ESEF report and our assurance opinion contained therein are to be used solely together with the examined ESEF documents provided in electronic form.

GERMAN PUBLIC ACCOUNTANT RESPONSIBLE FOR THE AUDIT

The German public accountant responsible for the audit is Thomas Gloth.

Düsseldorf, April 28, 2022

Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft (Düsseldorf)

Patrick Helsper Thomas Gloth
Auditor Auditor

Versicherung der gesetzlichen Vertreter

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I declare that to the best of our knowledge and in accordance with the applicable accounting principles, the consolidated financial statements give a true and fair view of the assets, financial position and earnings of the Group, and that the combined Group management report presents the development of business, including the business results and the position of the Group, in such a way that a true and fair view is conveyed and the significant opportunities and risks of the Group's foreseeable development are described.

Patrick Zabel

CEO

Financial Calendar 2022

Versicherung der gesetzlichen Vertreter

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April 28, 2022 Annual Report – Consolidated Financial Statements 2021
May 23, 2022 Interim Group Report as of March 31, 2022 – First quarter
May 23-25, 2022 EquityForum Spring Conference, Frankfurt am Main
June 22, 2022 Annual General Meeting, Delbrück / virtual
August 23, 2022 Interim Group Report as of June 30, 2022 – First six months
November 28, 2022 Interim Group Report as of September 30, 2022 – Nine months
November 28-30, 2022 Deutsches Eigenkapitalforum, Frankfurt am Main

Imprint

Voltabox AG

Technologiepark 32 33100 Paderborn / Germany

Phone: +49 (0) 5251 693 969 0 E-Mail: [email protected]

www.voltabox.ag

VOLTABOX AG

Technologiepark 32 33100 Paderborn / Germany

Phone: +49 (0) 5251 693 969 0 E-Mail: [email protected]

www.voltabox.ag

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