BigRep : Annual financial and audit reports - 2024 Annual Financial Report - EN

About this update from Bigrep Se Class A

BigRep SE (Formerly SMG Technology Acceleration SE) Société eoropéenne FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 AND REPORT OF THE REVISEUR D'ENTREPRISES AGREE Registered office: 9, rue de Bitbourg L - 1273 Luxembourg R.C.S. Luxembourg: B279346 Table of contents Management report Corporate governance statement Report of the Réviseur d'Entreprise Agréé Balance sheet Profit and loss account Notes to the annual accounts for the year ended 31 December 2024 Page(s) 1-5 6 7-11 12-16 17-18 19-35 BigRep SE Management Report for the year ended 31 December 2024 The Management Board (the "Board") of BigRep SE (hereafter the "Company") submits its management report with the annual accounts of the Company for the year ended 31 December 2024. Overview The Company was incorporated in Luxembourg on 27 July 2023 as a special purpose acquisition company (otherwise known as a blank cheque company) and registered with the Luxembourg Trade and Companies Register on 7 August 2023. The Company's initial corporate purpose was the acquisition of one operating business with a principal business operations in a member state of the European Economic Area, the United Kingdom or Switzerland that is based in the technology sector, which encompasses primarily the following verticals: additive manufacturing/3D printing, software as a service (SaaS), and digital infrastructure/bIockchain-based technologies, through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the "Business Combination"). The Company successfully completed the Business Combination on 29 July 2024 using cash from the proceeds of the private placement of the class A shares and class A warrants (see below). Review and development of the Company's business and financial position The Company completed its private placement (the "Private Placement") on 27 October 2023 through the issuance of 22.000.000 redeemable class A shares with a par value of EUR 0,00548 (the "Public Shares") and 11.000.000 class A warrants (the "Class A Warrants"). The Public Shares were admitted to trading on the Frankfurt Stock Exchange under the symbol "7GG" on 27 October 2023. The class A warrants were not admitted to trading or listed on the Frankfurt Stock Exchange. One Public Share and one-half (1/2) of a Public Warrant (each, a "Unit"), were sold at a price of EUR 1 per unit representing a total placement volume of EUR 22 million. Effective 31 July 2024, the class A shares of the Company are trading on the Frankfurt Stock Exchange under the new trading symbol "B1 GR". The sponsor of the Company, SMG Technology Holding S.â r.I. (the "Sponsor"), a wholly owned subsidiary of SMG Holding S.â r.I., subscribed to 21.900.000 class B shares amounting to EUR 120.000. On 26 October 2023, the Sponsor also subscribed to an aggregate 20.000.000 class B warrants (the "Sponsor Warrants") at a total price of EUR 3.000.000,00. On 20 December 2023, the Company signed a Business Combination Agreement with BigRep GmbH ("BigRep"), a producer of advanced 3D printing solutions which serves a wide range of industries e. g. industrial, business solution and consumer products, automotive, transportation, aerospace and logistics as well as government and education. On 27 May 2024, the Sponsor sold 13.100.000 class B shares to certain shareholders of the Company. On 28 May 2024, the Company entered into an Amendment Agreement relating to the Business Combination Agreement signed with BigRep and dated 20 December 2023. In accordance with this Amendment Agreement, the original terms of the Business Combination Agreement were revised. On 25 July 2024, the Company changed its name from SMG Technology Acceleration SE to BigRep SE. On 25 July 2024, the shareholders of the Company approved a reverse stock split of the existing 21.900.000 class B shares without nominal value into 2.190.000 class B shares without nominal value, and of the existing 22.000.000 redeemable class A shares without nominal value into 2.200.000 redeemable class A shares without nominal value. On 25 July 2024, the shareholders of the Company approved the creation of a new class of shares, being class C shares, which are redeemable in accordance with article 430-22 of the Luxembourg law of 10 August 1915 on commercial companies, as amended and the articles of association of the Company, as amended. On 29 July 2024, the Company completed its business combination with BigRep following the extraordinary general meeting. On 29 July 2024, as part of the consummation of the Business Combination, an additional 1.560.000 class B shares were issued to the Sponsor for an aggregate subscription price of EUR 85.550,00. All remaining 3,750,000 class B shares were then automatically converted into class A shares of the Company at a ratio of 1 class B share to 1 class A share. On 29 July 2024, as part of the Business Combination, all outstanding 20.000.000 class B warrants held by the Sponsor were cancelled against no consideration. As a result, the reserve for class B warrants was reversed and a financial income in the amount of EUR 3.000.000,00 was recognized during the financial year. On 29 July 2024, as part of the Business Combination, the shares in BigRep GmbH were acquired in exchange of the issuance of 8.625.418 new Class A shares without nominal value, by the Company to BigRep GmbH former shareholders, for an aggregate subscription price of EUR 86.254.184,00, of which EUR 472.692,93 was allocated to the share capital, and EUR 85.781.491,07 was allocated to the share premium. On the same date, 2.100.000 class C shares were issued to certain public shareholders of the Company. The subscription price for these newly issued class C shares was settled by way of an exchange of existing 2.100.000 class A shares held by these shareholders, which were redeemed by the Company. On 30 July 2024, in connection with the Business Combination, the Company redeemed 95.267 class A shares at a price of approximately EUR 10,00 per share, and for a total acquisition cost of EUR 952.629,00. Financial performance highlights As a blank cheque company, the Company did not have an active business until 29 July 2024. The Company and its subsidiaries did not generate revenue during the period ended 29 July 2024. The Company's activities for the period ended 29 July 2024, subsequent to the completion of the Private Placement and listing on the Frankfurt Stock Exchange, were those necessary to identify a target company for a Business Combination and the potential acquisition. The Company incurred expenses (legal, financial reporting, accounting and auditing compliance, and directors' fees) as a result of being a public company. The net loss of the Company for the year ended 31 December 2024 was EUR 90.599.471,34 (2023: net loss of EUR 4.185.133,17), primarily due to the impairment of shares in affiliated undertakings in the amount of EUR 73.018.119,00 and the impairment of own shares in the amount of EUR 18.001.155,78. On 30 July 2024, the Company redeemed 2.195.263 of its own class A public shares, of which 2.100.000 were redeemed against the issuance of 2.100.000 class C preferred shares, and the remaining 95.263 were redeemed against a cash settlement of EUR 952.629,00. Financial position highlights The Company's main asset accounts refer to the investment in shares in affiliated undertaking in BigRep GmbH, investment in own shares, and loans and receivables from BigRep GmbH. The balance sheet also has a significant capital and reserves in relation to the issuance of its class A and C shares. Principal risk and uncertainties The Company has analysed the risks and uncertainties to which its business is subject, and the Management Board of the Company has considered their potential impact, their likelihood, controls that the Company has in place and steps the Company can take to mitigate such risks. /Vith regards to the risks previously identified in relation to the Business Combination, these are no longer applicable as, on 20 December 2023, the Company signed a Business Combination Agreement with BigRep GmbH, which was later completed with an Amendment Agreement dated 28 May 2024, and on 29 July 2024, the Company completed is business combination with BigRep GmbH following the extraordinary general meeting of shareholders. The Company's principal risks and uncertainties can be summarised as follows: Risk Likelihood Mitigating factors Legal and regulatory The Company may be adversely affected by changes to the regulations, law, account and general tax environment in Luxembourg and Germany as well as the jurisdiction which the target business is subject to. Low The Company is continuously monitoring the ongoing legal and regulatory landscape. Moreover, the Management and the Supervisory Board are supported by leading service providers on the respective legal, accounting and tax domains to ensure the Company is current on all relevant changes. Market cone/itions High Market conditions are closely monitored at The Company may be adversely Group level. For more details, please refer affected by market conditions and to the Group management report in the 31 events (e.g., the conflict between December 2024 consolidated financial Russia and Ukraine, import tariffs put in statements of the Group. place in the United States and the ongoing trade tensions between a number of countries, changes in interest rates) which might lead to a performance below expectations of the company after business combination. The other risks surrounding the Company are further disclosed in the Group management report within the 31 December 2024 consolidated financial statements of the Group. Risk management, internal control and corporate governance The Company's approach to risk management, internal control and corporate governance is consistent with that applied to affiliates in the BigRep SE Group and are detailed in the Group Management Report. Financial risk management objectives and policies As of 31 December 2024, the Company has EUR 3.290.527,87 in cash and cash equivalents (31 December 2023: EUR 2.915,69) and EUR 6.221.328,43 in debtors (31 December 2023: EUR 3.018.554,53), of which EUR 1.371.328,43 is becoming due and payable within one year (31 December 2023: EUR 3.018.554,53). Trade and other payables as at 31 December 2024 amount to EUR 1.324.113,09 (31 December 2023: EUR 3.337.329,94). The Company has a positive equity of EUR 35.425.079,49 as at 31 December 2024 (31 December 2023: positive equity of EUR 21.684.866,83). The Management Board believes that the funds available to the Company are sufficient to pay costs and expenses incurred by the Company. The Management Board regards the Company's overall risk position as appropriate, provided that the restructuring and recapitalization measures described in the corresponding ad-hoc announcement are implemented as planned and on schedule. Any delays or deviations in implementation could adversely affect the Company's risk profile and additional measures could become necessary. Management is confident that BigRep will return to its historically proven growth path in 2025 fuelled by the new printer model VIIO introduced in 2024 and the IPSO and ALTRA models acquired with Hage3D. Since 29 July 2024, the Company conducts its operations in line with the activities of BigRep GmbH. Beside the above, the Company identified related financial risks and has considered their potential impact, their likelihood, and controls in place to mitigate such risks. The applicable financial risks to the Company are liquidity risks and credit risks. Annual Accounts of BigRep SE The Annual Accounts of BigRep SE are shown on page 12 to page 34. These were prepared in accordance with Luxembourg's legal and regulatory requirements and using the going concern basis of accounting described above. The net loss for the year ended 31 December 2024 was EUR 90.599.471,34 (2023: net loss of EUR 4.185.133,17) and is mainly due to the impairment of shares in affiliated undertakings, impairment of the Company's own shares, external expenses, and finance costs. It is proposed that the net loss for the year ended 31 December 2024 be allocated to profit and loss brought forward at 1 January 2025. Related party transactions Please see Notes 3, 4, 7 and 10 to the annual accounts. Research and development The Company did not have any activities in the field of research and development during the financial year ended 31 December 2024 and financial period ended 31 December 2023. Transactions in own shares During the year, as a result of the redemptions that were carried in connection with the Business Combination, the Company acquired 2.195.263 of its own class A public shares at a price of approximately EUR 10,00 per share. Of these 2.195.263 class A public shares, 2.100.000 were redeemed against the issuance of 2.100.000 class C preferred shares, and the remaining 95.263 were redeemed against a cash settlement of EUR 952.629,00. As at 31 December 2024, the fair value of the own shares was estimated to be EUR 1,80 per share, consequently the Company recorded an impairment in the amount of EUR 18.001.155,78. Branches The Company has no branches as at 31 December 2024. Outlook This fiscal year will continue to be challenging for business development due to market uncertainties and the competitive situation. In addition to the continued implementation of agreed organizational measures to reduce costs, the base product cost will also be evaluated and measures for improvement will be implemented in 2026. At the time of publication, tariffs are being considered for the US market, which would negatively impact a key sales market for BigRep. The rollout of the young product lines on a global level will open an opportunity for BigRep in new industries. Our core strategic approach and our business model offering large format printers as open AM solutions in combination with our high focus on customer satisfaction will help us to differentiate furthermore in the market. Nevertheless, 2025 will therefore be a year of both organizational and technical consolidation, but with targeted growth through the new product lines. We expect significant revenue growth for the 2025 fiscal year, to return close to the 2023 revenue level. We anticipate, provided that the restructuring and recapitalization measures described in the corresponding ad-hoc announcement are implemented as planned and on schedule, generating negative EBITDA due to planned market investments in our new product lines and investments in the product cost base. We expect a negative result in 2025. Our targeted break-even point in 2026 remains unchanged. Events after the reporting period Please refer to Note 16 to the annual accounts. Luxembourg, 18 December 2025 UI§j FIIOFI VOFI : Thomas Janics-Jakomini Member of the Management Board BigRep SE Corporate Governance Statement by the Management Board for the year ended 31 December 2024 The Management Board of the Company reaffirm their responsibility to ensure the maintenance of proper accounting records disclosing the financial position of the Company with reasonable accuracy at any time and ensuring that an appropriate system of internal controls is in place to ensure that the Company's business operations are carried out efficiently and transparently. In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, the Company declares that, to the best of our knowledge, the audited annual accounts for the year ended 31 December 2024, prepared in accordance with Luxembourg legal and regulatory requirements, give a true and fair view of the assets, liabilities, financial position as of that date and results for the year then ended. In addition, management's report includes a fair review of the development and performance of the Company's operations during the year and of business risks, where appropriate, faced by the Company, as well as other information required by Article 68 of the law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended. Luxembourg, 18 December 2025 Signiert von: CB1 D51ADFA004E8... Thomas Janics-Jakomini Member of the Management Board m 1 a O z T a V r / s S 5, rue Guillaume J. Kroll L-1882 Luxembourg Luxembourg Tel +352 27 114 1 forvismazars.com/Iu To the Shareholders of BigRep SE R.C.S. Luxembourg B279346 9, rue de Bitbourg L-1273 Luxembourg REPORT OF THE REVISEUR D'ENTREPRISES AGREE Report on the Audit of the Financial Statements Opinion We have audited the financial statements of BigRep SE (the "Company"), which comprise the balance sheet as of 31 December 2024, and the profit and loss account for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as of 31 December 2024, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements. Basis for Opinion We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the EU regulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the "Responsibilities of "réviseur d'entreprises agréé" for the Audit of the Financial Statements" section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 7 Société Anor¥y me - RO^2 Wxambourg B1S9962 - TBA iMr acommunautaire : LU2466S334 Automation MinJstérielle M" T g 062 199 ma O z T a V v / s S Material Uncertainty on Going Concern We draw attention to note 2.2 in the annual accounts which indicates that the ability of the Company to continue as a going concern depends on the ability of its operating subgroup, BigRep GmbH, to do the same. As of 31 December 2024, the Company has total capital and reserves amounting to EUR 35.4 million, amounts owed by affiliated undertakings amounting to EUR 4.90 million, other debtors amounting to EUR 1.32 million and financial assets, representing shares in BigRep GmbH (the operational subgroup) amounting to EUR 23.24 million. Management has prepared a budget at Group level which projects sufficient liquidity for at least the next twelve months from the report date. This budget is based on planned sales growth, efficiency measures including cost reductions, and measures to improve working capital. Post closing, the Company also entered into a restructuring agreement with its major shareholders, including a committed capital increase and the extension of shareholder loans, and obtained additional interim financing from shareholders. The successful implementation of these measures is subject to risks and uncertainties, and cash flow generation may be affected by external factors such as demand, inflation, supply chain conditions and regulatory developments. Furthermore, in November 2025 the Company initiated a private placement of Convertible Notes to strengthen medium-term financing. These events or conditions, along with other matters as set forth in note 2.2 in the financial statements indicate that a material uncertainty exists that may cast significant doubt on the ability of the Company to continue as a going concern. Our opinion is not modified in respect of this matter. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter: Valuation of the (â supprimer) Investments in Affiliated Undertakings Description of key audit matter: BigRep SE holds shares in affiliated undertakings BigRep GmbH with a gross book value of EUR 96 million as of 31 December 2024 as disclosed in Note 3 of the financial statements. As of 31 December 2024, the Company recorded an impairment on its investment in BigRep GmbH of EUR 73 million. As stated in Note 2.3.3 to the financial statements, shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto. In case of durable decline in value according to the opinion of the Management Board, value adjustments are made in respect of financial assets so that these are valued at the lower figure to be attributed at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply. ma O z T a V v / s S These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply. The impairment of shares in affiliated undertakings is considered a key audit matter due to the significant judgment required in evaluating indicators of impairment and estimating their recoverable amount. Our response: Our audit procedures in relation to the impairment assessment of the shares in affiliated undertakings included the following, among others: We obtained an understanding of the process and controls over management's methodology and assumptions used for the estimate of the value of the shares in affiliated undertakings; We evaluated management's estimate of the value of the investment by obtaining the supporting model and assessing the methodology and key assumptions used; We evaluated the key assumptions including the business plan, discount rates and long-term growth rates, by checking consistency with approved budgets and audited figures, and assessing plausibility against market data and external information where available; We evaluated the equity value of BigRep GmbH by reconciling both the value in use (enterprise value less subgroup net debt) and a fair value less costs of disposal measure (based on market capitalization adjusted for SE-level net assets) to the carrying amount of the investment; We performed sensitivity analysis by considering the impact of reasonably possible changes in key assumptions; We compared the gross book value of the shares in affiliated undertakings to their recoverable amount and recomputed the amount of the value adjustment; We evaluated the completeness and appropriateness of the disclosures in Note 2.3.3 and Note 3 of the financial statements. Other information The Management Board is responsible for the other information. The other information comprises the information stated in the management report from page 1 to 5 and the Corporate Governance Statement on page 6 but does not include the financial statements and our report of the "réviseur d'entreprises agréé" thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard. Responsibilities of the Management Board and Those Charged with Governance for the Financial Statements The Management Board is responsible for the preparation and fair presentation of the financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements, and for such internal control as the Management Board determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. ma O z T a V v / s S The Management Board is also responsible for presenting and marking up the financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended ("ESEF Regulation"). In preparing the financial statements, the Management Board is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company's financial reporting process Responsibilities of the "réviseur d'entreprises agréé" for the Audit of the Financial Statements The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board. Conclude on the appropriateness of Management Board 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 Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the "réviseur d'entreprises agréé" to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the "réviseur d'entreprises agréé". However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Assess whether the financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. ma O z T a V v / s S We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter. Report on Other Legal and Regulatory Requirements We have been appointed as "Réviseur d'Entreprises Agréé" by the Annual General Meeting of the Shareholders on 29 May 2024 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 2 years. The management report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. The Corporate Governance Statement is included in the management report. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. We have checked the compliance of the financial statements of the Company as of 31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements. For the Company, it relates to financial statements prepared in valid xHTML format. In our opinion, the financial statements of the Company as of and for the year ended 31 December 2024 have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent. We confirm that the prohibited non-audit services referred to in the EU Regulation No 537/2014 were not provided and that we remained independent of the Company in conducting the audit. Luxembourg, 23 December 2025 For Forvis Mazars, Cabinet de révision agréé 5, rue Guillaume J. Kroll L-1882 LUXEMBOURG 305E8B7D69EF4B4... Oana BENTEL Réviseur d'entreprises agréé BEULSGP20250825T16245201 003 Page 1/5 RCSL Nr. : B279346 Matricule : 2023 8400 016 eCDF entry date: Annual Accounts Helpdesk: Tel. : (+352) 247 88 494 Email : [email protected] BsLANCE SHEET Financial year from " 01/01/2024 to q, 31/12/2024 in o3 EUR Big Rep SE 9, rue de Bitbourg L-1273 Luxembourg ASSETS Reference(s) Current year Previous year Subscribed capital unpaid , , , Subscribed capital not called " " " Subscribed capital called but unpaid " " " Formation expenses 11 07 07 08 Fixed assets i» 23.265.297,12 i, 22.000.726,55 Intangible assets Costs of development Concessions, patents, licences, trade marks and similar rights and assets, if they were acquired for valuable consideration and need not be shown under C.1.3 created by the undertaking 1117 117 118 itself Goodwill, to the extent that it was acquired for valuable consideration Payments on account and intangible assets under development Tangible assets Land and buildings Plant and machinery Other fixtures and fittings, tools and equipment Payments on account and tangible assets in the course of construction Financial assets 3 23.265.297,12 ›‹ 22.000.726,55 Shares in affiliated undertakings 37 23.265.297,12 ›s 22.000.726,55 Loans to affiliated undertakings Participating interests " Loans to undertakings with which the undertaking is linked by virtue of participating interests " Investments held as fixed assets Other loans 1J47 147 Current assets Stocks Raw materials and consumables 13.463.329,52 s, 3.021.470,22 Work in progress Finished goods and goods for resale Payments on account Debtors Trade debtors becoming due and payable 1J57 157 4 ‹› 6.221.328,43 ‹, 3.018.554,53 within one year becoming due and payable 1J67 67 68 after more than one year Amounts owed by affiliated 169 170 undertakings becoming due and payable within one year becoming due and payable after more than one year Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests becoming due and payable within one year becoming due and payable after more than one year a) becoming due and payable within one year ss 1.317.759,00 s‹ 117.747,86 b) becoming due and payable after more than one year 1J87 187 188 Other debtors 1J7J 1J 73 1J75 1J77 1J79 7J 173 175 77 179 4.903.569,43 72 53.569,43 174 4.850.000,00 176 78 1.317.759,00 s, 2.900.806,67 2.900.806,67 117.747,86 RCSL Nr. : B279346 Reference(s) BEULSGP202S082ST16245201 003 Matricule : 2023 8400 016 Current year Page 3/5 Previous year Investments is 3.951.473,22 i» Shares in affiliated undertakings Own shares Other investments ,» 3.951.473,22 " Cash at bank and in hand 1J 97 197 3.290.527,87 os 2.915,69 Prepayments TOTAL (ASSETS) 20.565,94 ,» , , 36.749.1 92,58 , , 25.022.196,77 RCSL Nr. : B279346 Reference(s) BEULSGP20250825T16245201 003 Matricule : 2023 8400 016 CAPITAL, RESERVES AND LIABILITIES Current year Page 4/5 Previous year Capital and reserves Subscribed capital 35.425.079,49 , 793.538,53 " 21.684.866,83 240.560,00 Share premium account 107.452.516,47 ‹ 22.618.440,00 Revaluation reserve 1307 307 Reserves 3.962.473,22 " 3.011.000,00 Legal reserve Reserve for own shares Reserves provided for by the articles of association Other reserves, including the 3.951.473,22 ", fa ir value reserve ", other available reserves ,›, other non available reserves "» Profit or loss brought forward Profit or loss for the financial year Interim dividends Capital investment subsidies Provisions Provisions for pensions and similar obligations Provisions for taxation " 11.000,00 ,» ooo,oo " 13.816.022,61 " ", -90.599.471,34 ", 3.011.000,00 3.011.000,00 -4.185.133,17 Other provisions 1337 ?3 7 Creditors 1.324.113,09 ,›‹ 3.337.329,94 Debenture loans 143 7 437 438 Convertible loans becoming due and payable within one year ", becoming due and payable after more than one year i"› Non convertible loans becoming due and payable within one year becoming due and payable 1447 447 448 after more than one year " Amounts owed to credit institutions becoming due and payable within one year becoming due and payable 13S7 after more than one year ns ,s ,« RCSL Nr. : B279346 BEULSGP202S082ST16245201 003 Matricule : 2023 8400 016 Page S/S Payments received on account of orders in so far as they are not shown separately as Reference(s) Current year Previous year deductions from stocks ‹, becoming due and payable within one year n‹› becoming due and payable after more than one year Trade creditors becoming due and payable 1367 ?67 650.965,16 ,‹s 3.188.276,24 within one year ›‹ becoming due and payable 650.965,1 6 370 3.188.276,24 after more than one year Bills of exchange payable becoming due and payable within one year becoming due and payable after more than one year Amounts owed to affiliated 137J 1373 1375 1377 37J 373 377 372 374 ?76 378 undertakings becoming due and payable 1379 ?79 444.994,84 ,s 91.450,00 within one year ns, becoming due and payable after more than one year ›s› Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests " becoming due and payable 444.994,84 ,s, 91.450,00 within one year becoming due and payable 1387 387 388 after more than one year ns Other creditors Tax authorities Social security authorities 57.603,70 36.750,00 Other creditors becoming due and 1397 397 1 1 7.518,02 s 20.853,70 payable within one year ,» becoming due and payable after more than one year i, , Deferred income 1 1 7.518,02 ,» 20.853,70 TOTAL (CAPITAL, RESERVES AND LIABILITIES) , 36.749.1 92,58 , ‹ 25.022.196,77 BEULSGP20250825T16245201 002 Page 1/2 RCSL Nr. : B279346 Matricule : 2023 8400 016 eCDF entry date: Annual Accounts Helpdesk: Tel. : (+352) 247 88 494 Email : [email protected] PROFIT AND LOSS ACCOUNT Financial year from " 01/01/2024 to q, 31/12/2024 in o3 EUR Big Rep SE 9, rue de Bitbourg L-1273 Luxembourg Net turnover Variation in stocks of finished goods and in work in progress Work performed by the undertaking for its own purposes and capitalised Reference(s) 1701 1703 1705 701 703 705 Current year 702 704 706 Previous year Other operating income Raw materials and consumables and other external expenses 713 671 32.000,00 714 -3.159.239,17 672 97.747,86 -3.187.392,47 Raw materials and consumables Other external expenses Staff costs -3.159.239,17 ‹ , -23.000,04 ‹ ‹ -3.187.392,47 Wages and salaries 1607 607 -23.000,04 ‹ s Social security costs relating to pensions other social security costs Other staff costs Value adjustments in respect of formation expenses and of tangible and intangible 6S7 6S7 372.264,76 ‹ss -657.525,11 fixed assets ‹,v in respect of current assets Other operating expenses ‹" 372.264,76 «, -517.979,74 ‹" -657.525,11 -409.190,00 RCSL Nr. : B279346 Reference(s) BEULSGP202 S082ST1624S 201 002 Matricule : 2023 8400 016 Current year Page 2/2 Previous year Income from participating interests derived from affiliated undertakings other income from participating interests 1719 71 S 717 719 716 718 720 Income from other investments and loans forming part of the fixed assets " derived from affiliated undertakings " other income not included under a) " 72 1 723 72 S 724 726 Other interest receivable and similar income 7 derived from affiliated undertakings " 1 0 727 729 3.687.803,32 728 5 3.569,43 730 other interest and similar income 1731 73 1 3.634.233,89 732 Share of profit or loss of undertakings accounted for under the equity method ", Value adjustments in respect of financial assets and of investments held as current assets «, Interest payable and similar expenses 7 concerning affiliated undertakings ‹,v other interest and similar expenses ‹" Tax on profit or loss 1667 667 -90.598.936,34 «s -4.185.133,17 637 -535,00 " -90.599.471,34 670 -4.185.133,17 Profit or loss after taxation Other taxes not shown under items 1 to 16 Profit or loss for the financial year 11 627 -90.990.769,21 « -16,26 ‹,s -16,26 ‹›, -28.773,45 GENERAL BigRep SE (formerly SMG Technology Acceleration SE and hereinafter the "Company" or "Parent") was incorporated on 27 July 2023 (date of incorporation per the deed of incorporation in front of the notary) in Luxembourg as a European company ("Société Européenne" or "SE") based on the laws of the Grand Duchy of Luxembourg ("Luxembourg"). The Company is registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, in abbreviated "RCS") under the number B279346 since 7 August 2023 for an unlimited period. The Company is a listed entity with its class A shares traded in the regulated market of Frankfurt Stock Exchange under the symbol "7GG" since 27 October 2023. Effective 31 July 2024, the Class A shares of the Company are trading on the Frankfurt Stock Exchange under the new trading symbol "B1 GR". The Class A Warrants are not admitted to trading or listed on the Frankfurt Stock Exchange. On 25 July 2024, the name of the Company was changed from SMG Technology Acceleration SE to BigRep SE, and the articles of association of the Company were fully restated, effective as of that date. The registered office of the Company is located at 9, rue de Bitbourg, L-1273 Luxembourg. The Company's governing bodies are the Management Board, the Supervisory Board and the shareholders' meeting. The Company is managed by its Management Board under the supervision and control of the Supervisory Board. This two-tier governance structure was resolved by an extraordinary shareholders' meeting of the Company held on 25 September 2023. Until 30 July 2024, the Management Board was composed of four members: Dr. Stefan Petrikovics (Chief Executive Officer), René Geppert (Chief Operating Officer), George Aase (Chief Financial Officer) and Werner Weynand (Chief Administration Officer). On 30 July 2024, Dr. Stefan Petrikovics, René Geppert, George Aase, and Werner Weynand resigned from the Management Board, and Dr. Sven Thate (Chief Executive Officer) and Dr. Reinhard Festag (Chief Financial Officer) were appointed to the Management Board. On 1 November 2024, Dr. Sven Thate resigned from the Management Board, and Thomas Janics-Jakomini was appointed to the Management Board. Until 30 July 2024, the Supervisory Board was composed of Ewald Weizenbauer (Chairman), Rhett Oudkerk Pool, Benoit de Belder and Dr. Geza Toth-Feher Lord of Kennal. On 30 July 2024, Ewald Weizenbauer, Rhett Oudkerk Pool, Benoit de Belder and Dr. Geza Toth-Feher Lord of Kennal resigned from the Supervisory Board and Dr. Peter Smeets (Chairman), Florian Hampel (Vice-Chairman), Philipp Prechtl, Tommy Grosche and Isabella de Krassny were appointed to the Supervisory Board. The Audit Committee is composed of Philipp Prechtl (Chairman of the Audit Committee) and Florian Hampel. The Company has been originally established for the purpose of acquiring one operating business with principal business operations in a member state of the European Economic Area (the "EEA Member States"), the United Kingdom or Switzerland that is based in the technology sector, which encompasses primarily the following verticals: additive manufacturing/3D printing, software as a service (SaaS), and digital infrastructure/bIockchain-based technologies, through a merger, capital stock exchange, share purchase, asset acquisition, reorganization, or similar transaction and forming a business combination with such operating business (the "Business Combination"). The Company will not conduct operations or generate operating revenue unless and until the Company consummates the Business Combination. The Company will have 12 months from the date of the admission to trading (the "Business Combination Deadline") to consummate a Business Combination. On 20 December 2023, the Company has signed a Business Combination Agreement with BigRep GmbH, which was later supplemented with an Amendment Agreement dated 28 May 2024. On 29 July 2024, the Company completed its business combination with BigRep following the extraordinary general meeting of shareholders. Upon closing of the Business Combination on 29 July 2024, the above Company's purpose ceased to apply. Pursuant to article 2 of the current articles of association, the Company's purpose is now the creation, holding, development and realization of a portfolio, consisting of interest and rights of any kind and of any other form of investment in entities in the Grand Duchy of Luxembourg and in foreign entities, whether such entities exist or are to be created, especially by way of subscription, by purchase, sale, or exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the administration and control of such portfolio. The Company may further grant any form of security for the performance of any obligations of the Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of entities as the Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of companies as the Company. The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law. The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it may deem useful in accomplishment of these purposes. Unlike other forms of companies, a Societe Europeenne only exists from the date of publication of its statutes with the RCS. Accordingly, the comparative period on these annual accounts was prepared in accordance with Luxembourg legal and regulatory requirements from 07 August 2023 (date of registration of the Company with the RCS) to 31 December 2023. Any act performed and any transaction carried out by the Company between the date of incorporation and the date of registration is considered to emanate from the Company and is therefore included in the annual accounts. The Company's financial year runs from 1 January to 31 December. The Company also prepares consolidated financial statements under International Financial Reporting Standards as adopted by the European Union. The consolidated financial statements are published in accordance with the European Single Format regulation on the Company's website ( https://biqrep.com/ }. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation These annual accounts have been prepared in accordance with the Luxembourg legal and regulatory requirements under the historical cost convention and under the going concern assumption. The accounting and valuation methods are determined and implemented by the Management Board, apart from the regulations of the law of 19 December 2002. The preparation of these annual accounts requires the use of certain critical accounting estimates. It also requires the Management Board to exercise significant judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. The Management Board believes that the underlying assumptions are appropriate and that the annual accounts therefore present fairly the financial position and results. The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Going Concern These annual accounts have been prepared on a going concern basis, which assumes that the Company will be able to meet all its financial commitments during the foreseeable future. As of 31 December 2024, the Company has net assets amounting to EUR 35,4 million, amounts receivable from other Group entities amounting to EUR 4,90 million, Receivables from other entities (considered as affiliated undertakings before the Business Combination) amounting to EUR 1,32 million and financial assets representing mainly shares in BigRep GmbH (the operational subgroup) in the amount of EUR 23,24 million. The Company's ability to continue as a going concern depends on the ability of its operating subgroup, BigRep GmbH, to do the same. Management has prepared a budget at Group level which projects sufficient liquidity for at least the next twelve months from the report date. This budget is based on planned sales growth, efficiency measures including cost reductions, and measures to improve working capital. Post closing, the Company also entered into a restructuring agreement with its major shareholders, including a committed capital increase and the extension of shareholder loans, and obtained additional interim financing from share- holders. Furthermore, in November 2025 the Company initiated a private placement of Convertible Notes to strengthen medium-term financing. For further details please refer to Note 16. The successful implementation of these measures is subject to risks and uncertainties, and cash flow generation may be affected by external factors such as demand, inflation, supply chain conditions and regulatory developments. These events and conditions, along with the other matters indicate that a material uncertainty exists that may cast significant doubt on the BigRep SE's ability to continue as a going concern. The annual accounts have been prepared on a going concern basis. Significant accounting policies The following are the significant accounting policies and valuation rules adopted by the Company in the preparation of these annual accounts. Foreign currency translation The Company maintains its books and records in Euro ("EUR"). The balance sheet and the profit and loss account are expressed in EUR. Translation of foreign currency transactions Foreign currency transactions are translated into EUR using the exchange rates prevailing at the dates of the transactions. Translation of foreign currency balances as at the balance sheet date Financial assets denominated in currencies other than EUR are translated at the historical exchange rates; Other assets denominated in currencies other than EUR are translated at the lower between the exchange rate prevailing at the balance sheet date and historical exchange rate; Creditors denominated in currencies other than EUR are translated at the higher between the exchange rate prevailing at the balance sheet date and historical exchange rate; and Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange rates prevailing at the balance sheet date. As a result, realized exchange gains and losses and unrealized exchange losses are recorded in the profit and loss account. Unrealized exchange gains are not recognized unless they arise from cash at bank and in hand. Formation expenses Formation expenses include costs and expenses incurred in connection with the incorporation of the Company and subsequent capital increases. Formation expenses are charged to the profit and loss account of the year in which they were incurred. Financial assets Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto. In case of durable decline in value according to the opinion of the Management Board, value adjustments are made in respect of financial assets so that these are valued at the lower figure to be attributed at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply. Cash at bank and in hand Cash at bank and in hand comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. Debtors Debtors are recorded at their nominal value. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. Investments Investments consist of own shares purchased by the Company. Own shares are presented as assets and are initially measured at acquisition cost. Cost is determined using the weighted average method. Own shares are subsequently remeasured at the lower of cost or market value. They are subject to value adjustments where their recovery is compromised. These value adjustments are reversed when the reasons for which the value adjustments were made have ceased to apply. In accordance with Luxembourg law, a non-distributable reserve for own shares is created under capital and reserves section and an amount from the share premium is allocated to the reserve for own shares to equal to the value of the own shares. Prepayment Prepayments include expenditure items incurred during the financial year but relating to a subsequent financial year. Provisions Provisions are intended to cover losses or debts which originate in the financial year under review or in the previous financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date they will arise. Provisions for taxation Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been filed are recorded under the caption "Other creditors becoming due and payable within one year". The advance payments are shown in the assets of the balance sheet under the "Other debtors becoming due and payable within one year" item. Creditors Creditors are recorded at their reimbursement value. Expenses Expenses are accounted for on an accrual basis. Income tax The Company is subject to income taxes in Luxembourg. Warrants The Company has issued class A warrants and class B warrants, which under Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements are recorded as equity. When such warrants are expected to be equity settled, the Company does not book any provision to cover any surplus of the fair value of those warrants compared to the amounts booked in Other non-available reserves, as the Company will not suffer any loss in relation to those warrants in the future. FINANCIAL ASSETS Movements in financial assets during the year are as follows: Shares in affiliated undertakings EUR 2024 Gross book value - opening balance 22.029.500,00 Additions for the year 96.254.184,00 Repayments for the year -22.000.000,00 Gross book value - closing balance 96.283.684,00 Accumulated value adjustment - opening balance -28.773,45 Allocation of value adjustments for the year -73.018.119,00 Reversals of value adjustments for the year 28.505,57 Accumulated value adjustment - closing balance -73.018.386,88 Net book value - opening balance 22.000.726,55 Net book value - closing balance 23.265.297,12 On 7 August 2023, the Company incorporated SMG Technology Advisors Verwaltungs GmbH for an amount of EUR 27.500,00 and SMG Technology Advisors GmbH & Co. KG for EUR 2.000,00. On 31 October 2023, the Company contributed proceeds from the class A shares subscription (Note 6) totaling to EUR 22.000.000,00 into SMG Technology Advisors GmbH & Co. KG. These funds were held in an escrow account by SMG Technology Advisors GmbH & Co. KG. On 29 July 2024, following the successful completion of the Business Combination, SMG Technology Advisors GmbH & Co. KG repaid to the Company the capital contribution in the total amount of EUR 22.000.000,00 from the cash held in escrow, and The Company acquired 100% equity interests in BigRep GmbH in exchange of the issuance of 8.625.418 new Class A shares without nominal value, by the Company to BigRep GmbH former shareholders, for an aggregate subscription price of EUR 86.254.184,00. On 1 August 2024, the Company further contributed EUR 10.000.000,00 to the equity of BigRep GmbH. As at 31 December 2024, the Management Board recognized an impairment on its investment in BigRep GmbH in the amount of EUR 73.018.119,00. As at 31 December 2024, the Management Board reversed an impairment previously recognized on its investments in SMG Technology Advisors Verwaltungs GmbH amounting to EUR 1.179,44 and SMG Technology Advisors GmbH & Co. KG amounting to EUR 27.326,13. Shares in affiliated undertakings as at 31 December 2024 consist of the following: Name of Ownership % COST OF Last balance Net equity as at (Loss) / Profit as at undertakings Registered office / Contribution acquisition EUR sheet date 31/12/2024* EUR 31/12/2024* EUR SMG Technology Alte Mainzer Gasse 55, Advisors Verwaltungs GmbH 100% 27.500,00 31/12/2024 27.232,12* 1.179,44* 100% 2.000,00 31/12/2024 190.605,97* -215.332,10* 100% 96.254.184,00 31/12/2024 2.640.001,44* -13.388.517,81* D-60311 Frankfurt a. Main, Germany SMG Technology Alte Mainzer Gasse 55, Advisors GmbH & D-60311 Frankfurt a. Co. KG Main, Germany BigRep GmbH Gneisenaustr. 66, D- 10961 Berlin, Germany * Based on unaudited stand-alone accounts. DEBTORS Debtors are composed of the following: Becoming due and payable within one Becoming due and payable after more than year EUR one year EUR 31/12/2024 EUR 31/12/2023 EUR Amounts due from affiliated undertakings 253.693,69 4.850.000,00 5.103.693,69 3.656.079,64 Other debtors 1.402.895,09 - 1.402.895,09 20.000,00 Value adjustments -285.260,35 - -285.260,35 -657.525,11 Total 1.371.328,43 4.850.000,00 6.221.328,43 3.018.554,53 Amounts due from affiliated undertakings Amounts due from affiliated undertakings as at 31 December 2024 comprise of the following: Becoming due and payable after more than one year EUR 4.850.000,00 long-term interest-bearing loan granted to BigRep GmbH. This loan bears 5% interest per annum and will mature on 31.12.2029. Becoming due and payable within one year EUR 167.597,59 short-term interest-free advances made to SMG Technology Advisors GmbH & Co. KG; EUR 53.569,43 accrued interest on long-term interest-bearing loan granted to BigRep GmbH; EUR 32.000,00 short-term interest-free receivable from SMG Technology Advisors Verwaltungs-GmbH from the recharge of operating costs; and EUR 526,67 short-term interest-free advances made to SMG Technology Advisors Verwaltungs-GmbH. Other debtors Other debtors as at 31 December 2024 comprise of the following: Becoming due and payable within one year EUR 634.233,89 short-term interest-free receivable from SMG Holding S.â r.I. relating to the reimbursement of excessive Business Combination transaction costs, in accordance with the terms in the Business Combination Agreement; EUR 669.810,11 short-term interest-free loan granted to SMG Holding S.â r.I.; EUR 47.851,09 short-term interest-free advances made to SMG Hospitality SE.; EUR 26.000,00 short-term interest-free advances made to Directors; and EUR 25.000,00 short-term interest-free advances made to SMG Holding GmbH. Value ad i ustments As of 31 December 2024, a negative value adjustment in the amount of EUR 285.260,35 was recognized on the following: EUR 167.597,59 on amounts due from SMG Technology Advisors GmbH & Co. KG (2023: no value adjustment); EUR 47.851,09 on amounts due from SMG Hospitality SE (2023: no value adjustment); EUR 32.526,67 on amounts due from SMG Technology Advisors Verwaltungs-GmbH (2023: no value adjustment); EUR 25.000,00 on amounts due from SMG Holding GmbH (2023: no value adjustment); EUR 12.285,00 on amounts due from SMG Holding S.â r.I. (2023: negative value adjustment of EUR 657.525,11). OWN SHARES During the year, the Company acquired 2.195.263 of its own Public Shares at a price of approximately EUR 10,00 per share, and for a total acquisition cost of EUR 21.952.629,00. As at 31 December 2024, the fair value of the own shares was at price of EUR 1,80 per share, consequently the Company recorded an impairment in the amount of EUR 18.001.155,78. As at 31 December 2024, the Company holds 2.195.263 Public Shares as own shares, which are reflected at their market price and amount to EUR 3.951.473,22. Docusign Envelope ID: A6DD5723-9E1 C-49D8-AE9F-80334FF98010 BigRep SE Notes to the annual accounts for the year ended 31 December 2024 (Expressed in EUR) CAPITAL AND RESERVES Movements during the year are as follows: Subscribed Share premium Reserve for own Other non-available Profit or loss Profit or loss for capital account shares reserves brought forward the financial year Total EUR EUR EUR EUR EUR EUR EUR Opening balance at 01/01/2024 240.560,00 22.618.440,00 - 3.011.000,00 - -4.185.133,17 21.684.866,83 Cancellation of 20.000.000 Class B warrants against no consideration, as part of Business Combination -3.000.000,00 - - -3.000.000,00 Issuance of 1.560.000 class B shares, as part of Business Combination 85.500,00 - - - 85.500,00 Issuance of 86.254.184 redeemable class A shares to BigRep GmbH shareholders in exchange of 100% equity interest in BigRep GmbH, as part of Business Combination 472.692,93 85.781.491,07 - - 86.254.184,00 Redemption of 2.100.000 class A shares, as part of Business Combination -115.074,00 -20.884.926,00 21.000.000,00 - Issuance of 2.100.000 redeemable class C shares, as part of Business Combination 115.080,00 20.884.920,00 - - 21.000.000,00 Conversion of all remaining 3,750,000 class B shares into class A shares at a ratio of 1 class B share to 1 class A share, as part of Business Combination Redemption of 95.267 class A shares as part of Business Combination -5.220,40 -947.408,60 952.629,00 Impairment of own shares - -18.001.155,78 - 18.001.155,78 Allocation of prior period's results to profit or loss brought forward - -4.185.133,17 4.185.133,17 - Results for the financial year - - -90.599.471,34 -90.599.471,34 Closing balance as at 31.12.2024 793.538,53 107.452.516,47 3.951.473,22 11.000,00 13.816.022,61 -90.599.471,34 35.425.079,49 - 27 - Docusign Envelope ID: A6DD5723-9E1 C-49D8-AE9F-80334FF98010 BigRep SE Notes to the annual accounts for the year ended 31 December 2024 (Expressed in EUR) Share capital - Class B shares As at 31 December 2023, the subscribed share capital for class B shares amounted to EUR 120.000 consisting of 21.900.000 class B shares without nominal value. On 25 July 2024, the shareholders of the Company approved a reverse stock split of the existing 21.900.000 class B shares without nominal value into 2.190.000 class B shares without nominal value. On 29 July 2024, the day of the consummation of the Business Combination, an additional 1.560.000 class B shares were issued to the Sponsor for an aggregate subscription price of EUR 85.550,00. All remaining 3.750.000 class B shares were then automatically converted into class A shares of the Company at a ratio of 1 class B share to 1 class A share. As at 31 December 2024, as a result of the above transactions, no class B shares remained in issuance. Share capital - Class A shares On 26 October 2023, the Company issued 22.000.000 redeemable class A shares with a par value of approximately EUR 0,00548 per share, together with class A warrants (together, a "Unit") for an aggregate price of EUR 1,00 per Unit, the nominal subscription price per class A warrant being EUR 0,001. The total proceeds amounted to EUR 22.000.000,00 of which EUR 120.560,00 were allocated to class A shares and EUR 21.868.440,00 to the share premium account. On 25 July 2024, the shareholders of the Company approved a reverse stock split of the existing 22.000.000 redeemable class A shares without nominal value into 2.200.000 redeemable class A shares without nominal value. On 29 July 2024, the Business Combination with BigRep GmbH was completed. The shares in BigRep GmbH were acquired in exchange of the issuance of 8.625.418 new Class A shares without nominal value, by the Company to BigRep GmbH former shareholders, for an aggregate subscription price of EUR 86.254.184,00, of which EUR 472.692,93 was allocated to the share capital, and EUR 85.781.491,07 was allocated to the share premium. On the same date, as further described in "Share capital - Class C shares", 2.100.000 class C shares were issued to certain public shareholders of the Company. The subscription price for these newly issued class C shares was settled by way of an exchange of existing 2.100.000 class A shares held by these shareholders, which were redeemed by the Company. On 30 July 2024, in connection with the Business Combination, the Company redeemed 95.267 class A shares at a price of approximately EUR 10,00 per share, and for a total acquisition cost of EUR 952.629,00. Effective, 31 July 2024, the class A shares of the Company are trading on the Frankfurt Stock Exchange under the new symbol "B1 GR". As at 31 December 2024, a total of 14.575.418 class A shares are in issue, of which 2.195.263 are held by the Company as own shares. On 31 December 2024, the market value of share of BigRep SE amounted to EUR 1,80. The decrease between redemption and market price was recognised as an impairment of value of own shares in the amount of EUR 18.001.155,78. Share capital - Class C shares On 25 July 2024, the shareholders of the Company approved the creation of a new class of shares, being class C shares, which are redeemable in accordance with article 430-22 of the Luxembourg law - 28 - Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

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