2025 Annual Report

Annual Report 2025

20

ANNU2AL REP5ORT

KEY FACTS

Countries

Operating companies

Invested capital

>563 MM €

10 60

Total output

>

Employees

>1,300

195 MM €

EBITDA

Illustration: stock.adobe.com/starlineart

>49 MM €

Photo: stock.adobe.com/niemannfrank

HAMBURG

HEADQUARTERS OF CHAPTERS GROUP AG

Letter to the Shareholders

Page 6

Manuscript Method

Page 9

Key Figures

Page 10

Inside CHAPTERS Group

Page 12

Report of the Supervisory Board

Page 44

Combined Management Report for the Fiscal Year 2025

Page 48

Consolidated Financial Statements for the Financial Year 2025

Page 88

Independent Auditor's Report

Page 132

Dear shareholders,

dear friends of the company,

LETTER TO THE SHAREHOLDERS

2025 was an exciting year-and a significant one. In May, we concluded a landmark transaction with the merger of Fintiba GmbH and Expatrio Global Services GmbH. Little did we know where this was heading when we acquired a minority stake in Fintiba in 2021. It is a testament to the continuous focus on strategic priorities and the entrepreneurial spirit of the teams involved that what started as a minority position grew into a category leader in financial services for international students and expatriates.

2025 also marks our strongest year in inorganic growth in the Public and Enterprise segments, with 16 companies joining the group. Our segment structure gives us focus and discipline-we invest where we understand the customer, the product, and the path to value creation. To support this pace of growth, we successfully issued our corporate bond, raising EUR 72 million-giving us additional financial flexibility to continue building the group.

In addition, 2025 was the first full year of the Manuscript Method in action, delivering real, measurable organic growth. The foundation we have been building is starting to compound. Looking into 2026, organic growth is accelerating even further across the group.

We operate in a decentralized model built on autonomy. Decisions are not made centrally; authority rests with the teams closest to the customer. To make that work, clearly defined parameters and accountability are essential. The Manuscript Method strengthens both. By aligning strategic priorities, benchmarking performance, and supporting our management teams in pricing, organization, and talent development, it translates

decentralized entrepreneurial strength into group-wide performance.

In the Public segment, we acquired several companies with strong reputations and robust product offerings that nevertheless required an operational transformation-focused on cost discipline, process optimization, and efficiency. Spearheaded by our platform teams, the Manuscript Method provided a clear framework to implement these changes. We also built public-sector-specific chapters of the Manuscript, drawing on learnings across our different platforms-we are building the muscle to execute transactions like these consistently. While they weigh on operating results in the near term, we expect them to become increasingly accretive over the medium to long term, delivering meaningful earnings and value creation.

In the Financial Technologies Segment, 2025 was all about building one operating model and capturing synergies. Rigorous decisions were made, and the merger synergy potential has exceeded our expectations. We look forward to the financial results of this work becoming visible from 2026 and beyond.

When we made the decision to build the Manuscript Method in 2023, we could not have envisioned the power it would have in the age of AI. Sharing best practices and aligning on strategic direction has been a major effort over the last 18 months. We now reap the fruits of this work as we have established a pragmatic and fast exchange built on trust and shared vision with our platforms and across 60+ companies.

CHAPTERS Group AG-Annual Report 2025 | Letter to the shareholders 7

We grow together

We think in decades

We serve the edge

MANUSCRIPT METHOD IMPROVES ORGANIC GROWTH WHILE MAINTAINING THE ENTREPRENEURIAL ENERGY OF A DECENTRALIZED ORGANIZATION

Our values are our North Star

We've put a strong emphasis on AI in 2025 and hired Tobias Pook as our new CTO to drive AI-en-abled value creation across the portfolio. AI is disrupting the software industry-but disruption is not necessarily a bad thing. For us, it represents a chance to extend our portfolio businesses with entirely new capabilities, while preserving trust, domain expertise, and decades of structured customer data that define our competitive position. Tobias shares his perspective on how and why we

forward every day to deliver value to their customers. We would like to thank all teams across our platform companies and operating companies for their commitment and their development in 2025.

Building a track record of creating shareholder value giving us the long-term backing to focus on our values

Shareholder Value

Values

MANUSCRIPT METHOD

Policy Deployment

Policy Deployment

is our internal language to align on goals and objectives

are doubling down on AI as an opportunity in the

Inside CHAPTERS section of this report.

In the first months of 2026, we have continued the momentum: two further transactions in the Public segment, a strong pipeline, and a sustained focus

We would also like to thank our investors for the continued support and trust in what we are building. We look forward to welcoming you to Hamburg for our Capital Markets Day and Annual General Meeting on 15 and 16 July 2026.

Different chapters of the Manuscript covering Benchmarking, AI tools

Chapters of the Manuscript

Autonomy

Illustration: stock.adobe.com/vectorcreator

Our operating model is based on

on delivering tangible value through AI.

We are proud of the progress made. AI in particu-lar-but also the continuous development of our operating model-requires real change. Our platform teams and everyone at the operating companies embrace this change and put their best foot

Sincerely

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Jan-Hendrik Mohr Marlene Carl

CEO CFO

and best practice sharing

Autonomy. Autonomy requires Authority granted to our leaders. Authority requires Accountability.

8 CHAPTERS Group AG-Annual Report 2025 | Letter to the shareholders 9

KEY FIGURES

TOTAL OUTPUT in EUR MM

124,6

87,1

34,4

55,7

195,1

Organic growth 2025

(Total output)

4.7%

EARNINGS PER SHARE in EUR

EPS

EPS excl. Securities Portfolio and share based compensation

2021 2022 2023 2024 2025

Share of Recurring Revenue

49%

0,38

0,38

No. of operating companies

OPERATING EBITDA in EUR MM

0,28 0,28

0,28

0,22

0,17

0,05

2025

2021

2022

2023

2024

-0,03 -0,05

Share of CHAPTERS

reported 49,1

adjusted

20,79 24,5

9,6 11,2 11,5 14,9

27,8 30,3

26,4

2021 2022 2023 2024 2025

For the calculation of total output and EBITDA, we include all operating companies in which CHAPTERS owns a majority stake and that are part at the end of the relevant fiscal year of the group with 100% of their full year results in that year.

10 CHAPTERS Group AG-Annual Report 2025 | Key Figures

Organic growth 2025

(EBITDA)

12.0%

in EBITDA

74.9%

For Earnings per Share, the net income for the fiscal year of all companies belonging to the group at the end of the relevant fiscal year is taken into account with the share attributable to CHAPTERS Group AG and divided by the number of shares outstanding at the end of the relevant year. For the calculation, all accounting related effects (e.g. goodwill depreciation) on the consolidated net income are excluded.

Earnings per share in 2025 were negatively impacted by the acquisition of companies in the Public segment, which made a substantial negative contribution to earnings in 2025. The companies implemented the necessary measures in 2025 to significantly increase operating profitability in 2026. Additional effects included one-off costs related to the merger of Fintiba GmbH and Expatrio Global Services GmbH, as well as from the raising of financing.

11

In 2025, CHAPTERS Group AG continued its expansion. The Group now consists of 60 operating companies generating close to EUR 195 million in total output in 2025 and employing approximately 1,300 people.

In 2024, we introduced a new segmentation around three key verticals:

Public Sector Enterprise

Financial Technologies

By segmenting the Group, we provide a clearer and more structured view of how our portfolio is built, why we invest where we do, and where we are heading. Each segment reflects a distinct strategic logic. Whether driven by regulatory resilience, sector-specific digitalization trends, or platform scaling opportunities.

This enhanced transparency not only sharpens the understanding of our current positioning but also enables us to identify potential and unlock synergies within our ecosystem, while allowing investors to better assess the sustainability of our long-term growth trajectory.

Segmentation aligns our internal reporting, capital allocation, and leadership responsibilities with the actual operating logic of our businesses. It allows our management team to benchmark performance within comparable peer sets, pursue relevant KPIs, and identify synergies and best practices specific to the segment. This vertical integration enhances focus, accountability, and execution at every level.

Segment data is presented on a fully consolidated basis for all companies in which CHAPTERS owns a majority stake with 100% of their revenue for the full financial year. The figures for organic growth in total output are adjusted for one-off effects from the termination of projects under previous ownership and accounting effects from the initial recognition of revenue.

CHAPTERS Group AG-Annual Report 2025 | Inside CHAPTERS Group 13

INSIDE CHAPTERS GROUP

14 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 15

FROM

SYSTEMS OF RECORD TO SYSTEMS OF ACTION

Dr. Tobias Pook joined the CHAPTERS Group AG as Chief Technology Officer (CTO) in October 2025. The physicist by training with a PhD from RWTH Aachen and seven years as a signing author at CERN brings hands-

THE CHAPTERS MOMENTUM INITIATIVE

on experience from building and merging technology companies as CTO of POD One Group. His focus is on AI-driven transformation, data-driven management and technology due diligence.

For the annual report, we asked him to share his view on AI and learning from the first few months. We generated questions using AI-his answers remain fully human.

The comprehensive interview with the CTO-covering M&A guardrails, technical debt, the data advantage, and the 12-24-month first-mover window-can be found on our website at:

https://www.chaptersgroup.com/AI-at-CHAPTERS/

In February 2026, CHAPTERS launched the Chapters Momentum Initiative-a portfolio-wide competition inviting all operating companies (OpCos) to identify their most time-consuming customer workflows and propose AI-driven solutions. The response exceeded all expectations.

The three most promising use cases were selected through a structured evaluation and are now being built by dedicated external teams in collaboration with the CTO office and the respective OpCos-fully funded by the holding on top of each company's organic R&D budget.

What started as a one-time competition has since evolved into a permanent stage-gate innovation framework. OpCos can now continuously submit use cases with detailed business plans and anchor customer commitments, de-risking AI product development by validating demand and securing co-investment before a single line of production code is written.

"We were certain that there have to be some good cases, but the extent and number of high-quality submissions was a surprise for us." Dr. Tobias Pook

DISRUPTION AS AN OPPORTUNITY

AI is already disrupting the software industry-but disruption is not necessarily a bad thing. For CHAPTERS Group, it represents a chance to extend our portfolio businesses with entirely new capabilities while preserving the trust, domain expertise, and decades of structured customer data that no AI-native startup can replicate overnight.

This does not mean standing still. Tobias is clear that the classic moats of large codebases and procurement friction are necessary but no longer sufficient. The goal is a fundamental transition: from offering 'systems of record' to 'sys-tems of action', where AI agents help customers identify open tasks, automate complex workflows, and handle sensitive data securely and transparently.

"Our ability to produce code fast is not among the most important factors when our customers choose the right partner for the core of their business. We add value based on decades of built trust, domain-specific knowledge, and a deep understanding of their workflows, challenges, and regulatory environment." Dr. Tobias Pook

16 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 17

SCALING AI ACROSS THE PORTFOLIO

DISCIPLINE OVER HYPE

CHAPTERS' approach to AI investment is governed by the same return discipline that has guided its growth to a group of over 60 companies. Tobias is deliberate

"Chapters is no venture fund, and we do not intend to become one. At the same time, a 'wait and see' approach only works if the pace of AI truly turns

The Momentum Initiative sits within a broader transformation architecture. Two other building blocks are central to making AI adoption portfolio-wide rather than a series of isolated experiments:

CHAPTERS AI MATURITY FRAMEWORK

Defines concrete development paths for every department, from 'AI Beginner' through 'AI Assisted' to 'AI Transformed'. The 2026 target: all companies at least at the Assisted level in foundational and R&D capabilities.

CHAPTERS AI HUB

An open-source-based internal platform, rolling out at 2-3 companies per week, that gives OpCos access to the

latest AI models in a secure, compliant environment with built-in PII filtering, custom knowledge bases, and shared agents. Target: 50% coverage by mid-2026, 100% by year-end.

"We don't want to build a couple of lighthouse projects and continue the rest of our business as it is. The goal is a transition of our companies towards hybrid organisations, where humans and AI work together in a highly automated environment-across every de-partment." Dr. Tobias Pook

about distinguishing between 'Research' and 'Development'-AI projects require a higher tolerance for ambiguity, explicit stop conditions, and clear customer demand signals before serious capital is committed.

Research (e.g. from the METR Institute) suggests AI capabilities have been doubling roughly every seven months. Tobias calls this the 'exponential blind spot'-the human tendency to think linearly in a world of compounding change. CHAPTERS' response: data-driven urgency, not gut feeling.

out to be slower. In every other scenario, it puts our business model at serious risk. For us, going full steam ahead is the rational, not the aggressive, choice." Dr. Tobias Pook

WHEN WILL IT SHOW UP IN THE NUMBERS?

AI is already generating ARR in portfolio frontrunners-for example Icome-dias (AI solutions for the German police) and HUP (AI-enabled tools for the publishing industry). Broader portfolio impact is expected from 2027 as Momentum projects reach production and operational automation frees up capacity across the group.

WHAT WE ARE TRACKING

Four KPIs define whether the transformation is real or just rhetoric:

• Progress of every OpCo through the AI Maturity Framework stages

• Number of AI use cases moved into production across the portfolio

• Additional ARR generated by AI-enabled product features

• Coverage of the CHAPTERS AI Hub infrastructure

"At its core, AI does not change who we are. We buy highly specialised, mission-critical software businesses and we help them grow. What has changed is the speed at which we can do this and the range of what becomes possible for our customers." Dr. Tobias Pook

18 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 19

THE CHAPTERS AI FLYWHEEL

Behind every initiative-Momentum, the AI Hub, the Maturity Framework-sits a single organising logic: the CHAPTERS AI Flywheel. Rather than treating AI as a collection of point solutions, the Flywheel describes how three reinforcing motions compound over time to create a durable advantage.

What makes the Flywheel powerful is that each motion accelerates the others. Growing AI muscle makes internal efficiency gains easier to capture. Efficiency gains create the budget

and bandwidth to build better products. Better products generate ARR that justifies deeper investment in AI capability-and so the cycle compounds.

"We have to develop AI muscles fast, use AI to gain efficiency in our internal operations, and identify high-value use cases within our products. This is not three separate work-streams-it is one flywheel that gains momentum as each part reinforces the others." Dr. Tobias Pook

Transform into systems of action

Acquire for AI resilience

AI FLYWHEEL

Build AI Muscle

ACQUIRE FOR AI RESILIENCE

Images/Illustration: Claudine liebt Kunst, stock.adobe.com/tutun & vectorcreator

Domain expertise, customer trust, and decades of structured data remain strong moats-AI does not invalidate them. AI readiness of software architecture and team gains importance.

BUILD AI MUSCLE

Develop AI capabilities across every layer of the organization-from board level to OpCo support teams. Central AI Practices let enthusiasts across all companies share use cases and codify them as reusable blueprints.

DRIVE EFFICIENCY

Apply AI to internal operations first: G&A, Support,

UNLOCK PRODUCT VALUE

Direct freed capacity and shared learnings into high-value product features validated through the Momentum Initiative. New ARR from AI-enabled products reinforces the case for further investment, closing the loop.

TRANSFORM INTO SYSTEMS OF ACTION

Enable a fundamental shift from systems of record to systems of action and unlock the full power of AI for our customers-with agents that identify open tasks, automate complex workflows, and handle sensitive data securely.

Unlock Product Value

Drive Efficiency

Professional Services, Sales & Marketing. Efficiency gains free capacity that flows back into product innovation-spinning the flywheel faster.

20 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 21

PUBLIC ENTERPRISE

SEGMENTE

PUBLIC SECTOR ENTERPRISE

FINANCIAL TECHNOLOGIES

OTHER

The Segment Public has emerged as a core strategic vertical for CHAPTERS, driven by our belief that digital infrastructure for (semi-)public institutions represents one of the most mission-critical, resilient, scalable, and impactful investment areas in the European software landscape. Public institutions, municipalities, education systems, transportation networks, and social service providers are under increasing pressure to modernize legacy systems, ensure regulatory compliance, and meet rising citizen expectations for efficient digital services. These institutions often rely on deeply embedded, highly specific software systems that require long-term partnerships, domain expertise, and exceptional reliability-creating a unique opportunity: recurring revenue streams anchored in multi-year contracts, low customer churn, strong resilience to economic cycles, and growing demand for secure, mission-critical digital tools.

Our companies deliver mission-critical software across key segments of public infrastructure, including social case management software for municipalities, cybersecurity and compliance solutions for public administration, and tailored software for public transport, homeland security, utilities, education, and non-profit institutions-supporting not just operational efficiency, but also transparency, regulatory compliance, and social service delivery.

The segment Enterprise encompasses digital solutions tailored to construction, manufacturing, and logistics. Our companies deliver operationally embedded tools: project management systems, CAD and engineering software, document and data management platforms, ERP solutions, and specialized scheduling or billing systems. Their strength lies in deep domain expertise, strong local brands, and long-standing customer rela-tionships-with applications that are often mission-critical for SMEs relying on software deeply integrated into their daily workflows.

This segment benefits from high customer retention, recurring revenue, and scalable growth opportunities in underserved digital verticals.

FINANCIAL TECHNOLOGIES

The Financial Technologies segment was established through the merger of Fintiba GmbH and Expatrio Global Services GmbH-two entrepreneur-led fintech companies that have served international students and skilled professionals in Germany for many years. Together, they provide mission-critical financial solutions for cross-bor-der mobility: blocked accounts for visa applications, health insurance, and rental guarantees. Through a strategic partnership with Frankfurt International Bank AG (FIB), the combined entity will further expand its offering with current accounts, debit cards, and innovative financial products tailored to the needs of international talent.

Having already served over 500,000 customers from 190 countries, the merged platform is uniquely positioned to become the definitive financial home for internationals in Germany. The combination unlocks significant product expansion opportunities as well as meaningful synergy potential.

CHAPTERS Group AG-Annual Report 2025 | Inside CHAPTERS Group 23

AS OF DECEMBER 31, 2025, THE GROUP INCLUDES

60 OPERATING COMPANIES (PLUS ONE MINORITY STAKE), DELIVERING MISSION CRITICAL SOLUTIONS

TO THEIR CUSTOMERS

PUBLIC SECTOR

• UniSoft GmbH

• Somentec Software GmbH

• Interconsult SAS

• Linear Service GmbH

• Cybersense GmbH

• Finfox Software and Technology AG

• PEAK Mobility GmbH incl. Verkehrsautomatisierung Berlin GmbH

• Technocarte SAS

• DIVERA GmbH

• filmwerte GmbH with its subsidiary myfilmfriend LLC

• Xplain AG with its sister company Xplain Iberica S.L.

• GBS Europa GmbH

• MAJELIS Tutelle SAS

• CSWin SAS with its sister company ACM2J SAS

  FINANCIAL TECHNOLOGIES

• Expatrio Global Services GmbH

  with its subsidiaries DeGiS gGmbH and 4OS Capital GmbH

• Fintiba GmbH

• Coracle GmbH

• rocom GmbH

• Solarys Software GmbH

• LITTERA Software & Consulting GmbH (in Austria and Germany)

• appwerke GmbH

• Glasfaser Direkt GmbH, Jobst-NET GmbH and Eifel-Net GmbH

• Utilities Systems s.r.o. with its subsidiary Usys Slovakia s.r.o.

• Condition - Integrierte Softwarelösungen GmbH

• Software und Beratung Meinhard GmbH

• ingenia Glasfaser GmbH

• Interactive Network Communications GmbH

• carrierwerke GmbH

• OPAS Software GmbH

• SWH Softwarehaus Heider GmbH

  OTHER

• Kältehelden GmbH

• E-M-C-direct GmbH & Co. KG. KG

  ENTERPRISE

  BONN

  HEADQUARTERS OF MWM SOFTWARE & BERATUNG GMBH

  • Lang Finanzsoftware GmbH

  • HUP GmbH incl. Haiberg GmbH and AdFlow Systems GmbH

  • ProLogic Computer GmbH with its subsidiary ProLogic Handelsgesellschaft GmbH

  • Simmeth System GmbH

  • Cogima Logiciels SAS

  • Inedee SAS with BillJobs SAS

  • 3GWIN SAS

  • Equinoxe Software SAS with its subsidiary Equinoxe Automative SAS

  • GAIN Software GmbH

  • BG Informatique SAS

  • GI Informatique SAS

  • CSB Bruns & Börjes GmbH

  • KeyLogic GmbH

  • MWM Software & Beratung GmbH

  • Teamsware GmbH

  • WAREHaus GmbH

  • Voigt Software und Beratung AG

  • elKom solutions GmbH

  • Corporate Montage Europe GmbH

  • direkt cnc-systeme GmbH

  • DATEX Software GmbH

  • Software24.com GmbH

  • gripsware datentechnik GmbH

    Photo: stock.adobe.com/majonit

  • Parity Software GmbH

  • BleTec Software GmbH

24 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group

25

PUBLIC SECTOR

UniSoft GmbH, based in Roth near Nuremberg, has been developing specialist software for the public health service since 1993. The all-in-one solution supports health authorities in all areas of responsibility, including infection control, hygiene, social medicine, and prevention. Through continuous development and close cooperation with users,

Part of the Group since October 2025

UniSoft is now one of the leading providers in the German healthcare sector and supports customers with complementary consulting and training services on their path to a future-oriented digitization strategy. The majority of all installations have now been in use for over 20 years.

Linear Service GmbH, based in Berlin, has been developing software solutions for clubs, associations, political parties and educational institutions for over 30 years. Its core product includes modules such as club member, donations and seminar management as well as a full financial accounting &

Part of the Group since June 2025

billing system. Customers such as the Deutsches Rotes Kreuz and educational institutions use the solution to organize courses, training and events. In addition to the software, Linear also offers consulting, training and support.

Somentec has been developing specialized billing and ERP software for energy and water suppliers, grid providers, measuring point operator, area network operators, municipal utilities and contracting companies since 1994. With the XAP. product line, the company offers solutions for billing, market

Part of the Group since August 2025

communication, CRM, contract and receivables management and business intelligence-flexibly deployable as on-premise or SaaS. Somentec also supports its customers with consulting, implementation and hosting. Over 100 energy companies already rely on the provider's solutions.

Cybersense GmbH, based in Dortmund, offers specialized cybersecurity solutions for attack detection using deception technology. The agentless software detects ransomware, insider threats, and APTs in real-time, without false alarms-both in the cloud and on-premises. The products alert when IT

Part of the Group since June 2025

security systems have been breached before damage occurs and uncover blind spots that classic solutions haveCybersense products target critical infrastructure, government, and the energy, healthcare, and finance sectors.

Interconsult SAS, based in La Penne-sur-Huveaune close to Marseille, has been developing software solutions for social and mmdico-social institutions throughout France since 1983. The company offers a complete software suite, focused on the traceability of care, communication between stakehold-

Part of the Group since July 2025

ers, and the administrative management of the institutions. With over 1,000 installations, Interconsult is one of the leading providers in the sector. Its customers include social institutions, care facilities and associations. Training, support and regular updates complete the range of services.

Finfox Software and Technology AG, based in Zurich, is a leading WealthTech company providing a digital platform for hybrid wealth management to banks, advisors, and their clients in Switzerland, Liechtenstein, and other international markets. By combining operational efficiency, personalized cli-

Part of the Group since May 2025

ent journeys, and adherence to regulatory requirements (e.g., FIDLEG and MiFID), Finfox is a trusted partner to private banks, savings banks, and Swiss cantonal banks in driving the digital transformation of wealth management.

26 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 27

PUBLIC SECTOR

Part of the Group since March 2025

Part of the Group since November 2024

PEAK Mobility GmbH, based in Berlin, was formed in 2025 through the merger of PSI Transcom GmbH and Verkehrsautomatisierung Berlin GmbH, combining more than 40 years of experience in control technology and software solutions for public transport operators. The company develops and runs modular hardware and software systems covering real-time operations control, depot management including eBus charging, personnel scheduling, student ticketing and passenger information

Since 1992, Technocarte SAS has specialized in the development and provision of administrative software for local authorities, particularly in the areas of child, youth and early childhood care. The software includes tools for appointment and doc-

for bus, tram, and rail networks. Its integrated solutions support transport operators and public authorities in optimizing core operational processes & invested capital efficiency, punctuality, and service quality. With a strong focus on digitalization and sustainable mobility, PEAK Mobility enables seamless, future-proof public transport operations. The company serves local transport providers mainly in Europe and selected global customers.

Part of the Group since December 2024

ument management, digital records management and automated time recording. More than 10 major cities and hundreds of municipalities of all sizes in France use the solutions to manage their citizen services.

filmwerte GmbH, based in Potsdam, is the leading provider of VoD services for public libraries. Its flagship product, filmfriend, offers a carefully curated selection of over 2,500 films and 140 series-with a focus on European arthouse, documentaries, and high-quality children's programming. filmwerte

Xplain is a leading provider of standard software solutions for all application areas in the Homeland Security industry such as Cantonal and Federal Police forces, Border Control Authorities, and various justice organizations. Our products enable organi-

works with over 250 licensors and currently serves 800+ libraries across Germany, Austria, Switzerland, France, Belgium, Luxembourg, and Liechtenstein. Since 2024, myfilmfriend is also available in the USA and Canada, marking a key milestone in filmwerte's international expansion.

Part of the Group since October 2024

zations in the field to drastically increase their productivity and significantly reduce their workload. From data entry through processing and the final report-digital end-to-end-both geographically and organizationally.

Part of the Group since June 2024

DIVERA 24/7 enables the forward-looking planning of on-call personnel availability for emergency organizations such as fire departments, rescue services, police and aid organizations. Bottlenecks are identified at an early stage, deployments are coordinated efficiently and only available personnel are alerted. With users not only in Germany but also in neighboring countries, the system has established itself as a central Software-as-a-Service (SaaS)

Part of the Group since November 2024

platform for information exchange during critical incidents. Favored by its mostly volunteer end users, their full-time employers also adopt DIVERA 24/7 for personnel planning, order scheduling and crisis management. Interfaces enable easy integration into existing infrastructures such as security control centers/dispatch and management systems and access control systems.

GBS Europa GmbH is a leading provider of email security and GRC solutions for enterprise customers with over 30 years of experience in data protection, productivity and compliance. With locations in Germany and UK, it helps its 2000+ customers and 2+ million end users to communicate and collaborate securely and compliantly in the digital world with

Majelis Software is also a provider of specialised solutions for the efficient management of persons under legal guardianship. Compared to CSWin their focus is more on individual care-givers (MJPM)

flexible, easy-to-use and powerful solutions. The next generation cybersecurity solutions include protection for Microsoft 365, Exchange and HCL Domino, including malware protection, encryption, data loss prevention, workflow management and compliance.

Part of the Group since April 2024

and family members managing people under legal guardianship. Their full web SAAS solution is highly intuitive and simple to use.

28 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 29

PUBLIC SECTOR

CSWin is a French software company based in Plmrin (Brittany) that has been developing specialized solutions for the efficient management of persons under legal guardianship. CSWin focuses mainly on hospitals and associations that manage several hundred or thousands of persons under

With the products Tau-Office, Tau-Cloud and Tau-Work-Together, rocom GmbH offers comprehensive administration software for social and municipal institutions. The company has been established in this field for more than 30 years and the

Part of the Group since January 2024

legal guardianship. Depending on the customer requirements, its solution is offered on premise or hosted. It differentiates itself by the breadth of its solution and the in-depth industry knowledge that the entire team developed over the years.

Part of the Group since December 2023

solution is specially tailored to the specific requirements of users. Its more than 400 customers include numerous cities and municipalities as well as social associations such as Caritas and Diakonie.

LITTERA Software & Consulting GmbH offers a modern, cloud-based platform for archive, library and literature management. As the market leader in Austria and a strong player in the fragmented

appwerke offers scalable tools for Internet Service Providers and network operators ranging from customer management, process automation, online

Part of the Group since November 2023

German market, the company supports over 2,500 libraries, museums and educational institutions across the world. The solution streamlines all core workflows in the sector.

Part of the Group since November 2023

ordering, end-customer portals, and sales and thereby enabling efficient telecom operations.

Part of the Group since August 2023

In September 2023, Solarys Informatik GmbH and blaulichtSMS GmbH, both based in Austria, merged with each other. With syBOS, the company offers a software solution for managing fire departments as well as mountain, water and cave rescues. The modular software covers all relevant processes from personnel, vehicle, material and equipment

Part of the Group since February / December 2023

management to remuneration and finance. The blaulichtSMS alerting app offers an additional alerting solution for fire departments, rescue services and emergency organizations such as the THW to maximize their operational reach. Its customers include numerous fire departments and control centers in Austria and Germany.

Glasfaser Direkt GmbH, Jobst-NET GmbH and Eif-el-Net GmbH became part of the Group in August 2023. The companies provide internet and tele-

Utilities Systems s.r.o., based in Prague and with a subsidiary in Slovakia, develops and distributes customer information systems for the water and energy industry. In addition to the majority of water supply companies in the Czech Republic, its cus-

communications services for private and commercial customers, which are primarily sold in Eus-kirchen, Amberg and other areas of Bavaria.

Part of the Group since April 2023

tomers include private electricity and gas suppliers in the Czech Republic, Poland and Slovakia. The product and customer portfolio is supplemented by a solution for public broadcasting companies in the Czech Republic and Slovakia.

30 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 31

PUBLIC SECTOR

Condition - Integrierte Softwarelösungen GmbH develops and distributes software for hunting, fishing and firearms license management in Ger-

Part of the Group since January 2023

many. Its more than 500 long-standing customers are the authorities responsible for administration.

carrierwerke GmbH provides comprehensive broadband services for municipal utilities and network operators, including white-label Internet, telephony, and TV solutions. They also offer full net-

Part of the Group since August 2021

work operation and connectivity to major Internet hubs. Since launching in 2021, they've partnered with DB Broadband and gained initial municipal clients.

Software und Beratung Meinhard GmbH develops and operates a complete system for the administration and billing of daycare centers and kindergartens. It also offers a supplementary parent

ingenia Glasfaser is a regional internet and telephone provider in Hohenloher-Land, where it supplies private and business customers with

Interactive Network Communications GmbH offers individual technical solutions for commercial customers. In addition to fiber optic Internet products for major customers, these also include solutions in the cyber security environment and the opera-

Part of the Group since December 2022

portal. The company's customers primarily include municipal and local authority providers of daycare centers and kindergartens.

Part of the Group since September 2022

high-performance fiber-optic internet. Founded in September 2022, the company commenced operations in 2023.

Part of the Group since November 2021

tion of e-mail and data storage in secure environments. The company's product portfolio and technical equipment complement the services offered by carrierwerke GmbH within the CarMa Group.

OPAS is the global market leader for orchestra management software and can look back on more than 25 years of experience in this niche. The software solution from OPAS has been specially adapted to the needs of orchestra management and includes functionalities for the management of e.g.

SWH Softwarehaus Heider GmbH develops and distributes a software solution specially tailored to the requirements of school administrations. In addition to timetable planning and the management of student data, the range of services also includes

Part of the Group since December 2020

music libraries, program planning as well as travel and logistics planning. More than 250 orchestras worldwide (from Australia to China and Europe to the USA) use the software solution, which is available in 15 languages.

Part of the Group since December 2019

the management of school fees, which is particularly relevant for private institutions and German schools abroad. Customers include renowned private educational institutions in Germany and German schools abroad.

32 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 33

ENTERPRISE

Lang Finanzsoftware GmbH, an Austrian company headquartered in Freistadt, is a specialist in IT solutions for the real estate and financial sectors. The company supports its clients in managing cash flows transparently and efficiently digitizing finan-

Part of the Group since October 2025

cial processes. Over the years, Lang has become a trusted partner for organizations in housing, real estate, banking, consulting, and the public sector, with a strong reputation in the non-profit housing and real estate industries.

Simmeth System GmbH, headquartered in Burghausen, has been a B2B software provider for supply chain management since 2002, focusing on purchasing and supplier management across the entire supplier lifecycle. The core product is a modular information and communication platform

Part of the Group since March 2025

for purchasing, risk management and reporting. More than 90 national and international SME and corporate customers-from sectors such as energy supply, logistics, healthcare and machinery production-use the solution to optimize supplier processes, compliance and efficiency.

Part of the Group since September 2024 /July 2025

Part of the Group since March 2025

HUP GmbH, based in Braunschweig and Leipzig, is a leading provider of high-quality software solutions for publishers. The modular solutions include software for sales and subscriber management, logistics, production, advertising, editorial and content management systems as well as online portals. With a unique portfolio of dedicated solutions for the media & publishing industry, HUP supports over 100 customers in the content creation, production and distribution of more than 34 million

ProLogic Computer GmbH, based in Rottendorf, is one of the market leaders for industry software in window and door manufacturing since 1985. Its solutions cover all areas from quotation and design to paperless manufacturing andautomated parts ordering. Together with NC-HOPS, the entire

newspapers per week. In summer 2025, Haiberg GmbH was acquired as an add-on and strengthens HUP through its experienced team as well as modern additions especially in the field of logistics software for publishers. The second add-on acquisition in summer 2025, AdFlow Systems GmbH, complements the portfolio with integrated digital workflow solutions for advertising and media production across print and online channels.

Part of the Group since April 2025

process chain in window and door manufacturing is covered. Customers are manufacturing companies and dealers in windows and doors who value efficient planning, configuration and process optimization.

Cogima Logiciels is a small provider of treasury management software solutions. Based in Pompey,

Inedee SAS, based in Colombes (Paris region), is one of the French market leaders for cloud-based ERP systems for communication agencies and marketing companies. The software provides an end-to-end solution from commercial management over project management to finance and accounting. With over 200 agencies and more than

France, the company has been servicing its clients for more than 20 years.

Part of the Group since January 2025

5,000 users relying on it daily, Inedee emphasizes personalized implementation and ongoing support to ensure rapid adoption and alignment with agency-specific needs. The acquisition of BillJobs in summer 2025 makes it the French market leader with a client base of > 500 agencies and more than

10.000 users.

34 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 35

ENTERPRISE

3GWIN SAS develops specialized POS software for telecommunications providers, mobile repair shops and more generally retailers with functions such as warehouse management, invoicing and back-office automation. As a certified solution, it offers more security than many self-certified competitors. It's client base consists of major Telco op-

Part of the Group since October 2024

erators such as SFR, smaller chains and franchise providers as well as individual stores.. By integrating supplier catalogues such as Big-Ben (accessories) and insurance contracts, 3GWIN is a comprehensive industry solution.

GI Informatique is an IT services company established in 1992 with a focus on accounting and payroll solutions. The versatile team of developers, trainers and hotliners enables the software to be flexibly adapted to companies of all sizes and sec-tors-from accounting offices and catering busi-

Part of the Group since January 2024

nesses to retailers such as Carrefour and Système

U. With approx. 1000 customers and its main modules Winlogic (accounting), Wingip (payroll) and Wingifact (invoicing), GI In-formatique is today one of the relevant software providers for independent retailers.

Equinoxe Software offers a simple and efficient software suite to enable non-IT professionals to manage their customer databases and optimize their marketing campaigns. They provide accessible solutions for data processing, segmentation, and extraction, adapting to the needs of business-

Part of the Group since August 2024

es, regardless of their size or complexity. Equinoxe is a market leader in the management of donor databases in particular and is used by the majority of major French charities. Based in Paris, the company serves over 100 clients in the charity, automotive, data trading and press sectors.

CSB Bruns & Börjes GmbH has been offering software solutions for the motorcycle, bicycle, motorized equipment for over 30 years. The core of all products is a merchandise management system that includes all the classic functionalities of merchandise management, including an integrated cash register, GoBD-compliant cash book,

Part of the Group since January 2024

TSE connection, a digital workshop, connection to vehicle portals with calculation options and the pre-accounting of sales revenue as well as sales evaluations. The system can be expanded to include an online store, an interface to eBay and a CSB app. This market leader's product is currently used by 900+ dealers in three countries.

BG Informatique SAS develops customized software and offers its own accounting and payroll tools. 57% of revenue comes from recurring maintenance and hosting fees, mostly for customized

Part of the Group since June 2024

software solutions. In addition, BG Info provides software development resources for third-party companies.

KeyLogic GmbH develops modular software for Computer Aided Facility Management (CAFM). The solution covers space and asset management, contract administration, occupational safety,

Part of the Group since August 2023

cleaning services and energy controlling. Clients include public property owners, commercial real estate operators and large-scale companies in Germany, Luxembourg and Switzerland.

GAIN Software GmbH develops and distributes product data management software with comprehensive interfaces to common CAD and ERP systems. The modular system is specially tailored to

Part of the Group since July 2023

the needs of medium-sized companies in the manufacturing industry. The company serves over 140 customers across various industries, particularly in the fields of mechanical engineering.

36 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 37

ENTERPRISE

MWM Software & Beratung GmbH delivers specialized software for the construction industry, particularly in the areas of measurement, quantity surveying and invoicing. The company serves more

Part of the Group since June 2023

than 900 clients, including project developers, general contractors, mid-sized construction firms and trade professionals.

The core product of elKom solutions GmbH is a software solution for group consolidation that maps the standard functions of group accounting and evaluation in accordance with all common accounting standards. The product portfolio is sup-

Part of the Group since December 2021

plemented by a solution for corporate and group planning as well as a business intelligence solution for analysis, reporting and controlling. Customers include large corporations as well as smaller medium-sized companies.

Teamsware GmbH develops a Microsoft Teams-based SaaS solution for managing digital construction and project files. Founded in 2020, the company has shown strong growth and adds significant value to the Group's real estate and construction

Part of the Group since March 2023

software portfolio. Its intuitive integration with Microsoft tools makes it particularly attractive for teams seeking digital collaboration in construction documentation.

Corporate Montage Europe GmbH is a long-stand-ing partner of the software providers ELO® Digital Office-one of the leading enterprise content management software solutions-and Bentley, a US provider of CAD software well knwon in the in-

Part of the Group since September 2021

frastructure sector. The range is supplemented by software solutions developed in-house, particularly at the interface between CAD software and ECM software, in order to offer customers a comprehensive and customized solution.

WAREHaus GmbH provides highly specialized software for utility and heating cost billing, specifically designed for private landlords and small property managers. Its flagship products from the "easy"

With its cloud platform IMKE, Voigt Software und Beratung AG offers an all-in-one solution for real estate developers. The software supports processes from project development and construction management to marketing and sales, acces-

Part of the Group since June 2022

suite complement Software24's Win-CASA and extends the Group's capabilities in the housing and utility billing domain.

Part of the Group since May 2022

sible across all devices. The company is also a market leader in software for the energy distributing companies, particularly in liquefied natural gas (LNG) and related fields.

With "NC Hops", Direkt CNC-Systeme GmbH offers one of the leading machine- and manufacturer-in-dependent CAD/CAM software solutions for the wood, plastics and aluminum processing industries. The modular software covers the entire pro-

DATEX Software GmbH offers one of the leading complete business management solutions for real estate developers in the German-speaking market. The modular software AMADEUS supports the entire development lifecycle-from project planning, cost control and defect management to documen-

Part of the Group since May 2021

duction process, from design and construction to work planning and production, and can be individually adapted to specific customer requirements using numerous add-on modules.

Part of the Group since April 2021

tation and financial accounting. With several hundred customers, some of whom have been using the software for more than 25 years, include smaller property developers as well as larger real estate developers-mostly for projects in Germany's metropolitan areas.

38 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group 39

ENTERPRISE FINANCIAL TECHNOLOGIES

With Win-CASA, Software24.com GmbH offers a comprehensive industry solution for property management companies of all sizes. The software covers the full range of administrative tasks for rental management and condominium/ home own-

Part of the Group since April 2021

er associations. Additional modules such as device management and custom reporting enhance its flexibility. Today, several thousand clients-most-ly small and regional property managers-rely on Win-CASA across Germany.

Expatrio GmbH is a digital platform for international students, professionals and expats moving to Germany. With services such as a blocked account, health insurance and a German bank account, Expatrio offers a comprehensive all-in-one "value

Part of the Group since May 2025

package". The platform also provides support with visa requirements and study choices to make the start in Germany easier. Expatrio has already supported over 200,000 users since 2017.

With its highly specialized software, BleTec Software GmbH offers a modular ERP/PPS solution tailored to the core operational processes of sheet metal processing companies. The company pri-

Part of the Group since December 2020

marily serves small and medium-sized enterprises (SMEs). Over the past 20 years, BleTec has continuously acquired new clients and now serves a broad customer base of more than 150 companies.

Coracle GmbH is a German FinTech company that has been offering digital solutions for international students for over seven years. It offers a fully digital blocked account with no monthly fees that is recognized by German embassies. In addition, the

Part of the Group since December 2024

PRIME package also includes health and travel insurance to facilitate the visa application process. Every year, Coracle supports over 15,000 students worldwide with their start in Germany.

gripsware datentechnik GmbH develops and distributes software solutions to support the ideal construction process. The modularly bookable license products include a mobile construction diary with included deficiency management, as well as solutions for construction time and project

Part of the group since December 2019

planning, financing or budget control, but also, for example, modules for monitoring health and safety plans. Its more than 2,500 customers primarily include engineering and architecture firms, but also construction companies, public authorities and municipalities.

Founded in 2016, Fintiba GmbH has established itself as one of the leading providers of sup-port for international students and young professionals in Germany. Based in Frankfurt, Fintiba enables visa applicants to open the blocked account required

Part of the Group since May 2021

for the visa process online from abroad. The company also offers support with insurance and rental guarantees. Since its foundation, Fintiba has accompanied over 300,000 international students on their way to Germany.

Parity Software GmbH is a provider of highly customizable standard ERP solutions. The company develops and distributes its own modular ERP solution, PARITY.ERP, which supports core business functions with a strong focus on inventory management and B2B-trade. A key strength of the plat-

Part of the group since August 2019

form lies in its release-safe customization tools, enabling tailored configurations without compromising future updates. Parity serves SME commercial and industrial enterprises across Germany, offering cross-platform compatibility and seamless integration into existing IT environments.

40 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group

OTHER

Kältehelden GmbH is a master company for refrigeration and air conditioning technology based in Hamburg. The company offers consulting, planning, new construction and maintenance with a 24-hour emergency service. In addition to refrigeration and air conditioning solutions, the range of

Part of the group since August 2020

services also includes air purification. The focus is on a comprehensive service approach that serves customers throughout Germany. For further expansion, we support the founder in setting up a modern refrigeration/air conditioning technology group.

LANGEN

HEADQUARTERS OF SOMENTEC SOFTWARE GMBH

E-M-C-direct GmbH & Co. KG is a specialist wholesaler and developer of cable management and protection solutions, with a core focus on photovoltaic EPCs and installers. It also serves B2B customers in industrial sectors such as commercial vehicle construction and mechanical engineering. The company operates primarily in the DACH re-

Part of the group since January 2019

gion through a direct sales model and offers comprehensive service packages to support long-term customer relationships. Following the 2021 acquisition of TOOLOVA, E-M-C-direct expanded into crimping and cutting tools, supplying private label and OEM solutions to leading tool brands.

Photo: stock.adobe.com/Sina Ettmer

42 CHAPTERS Group AG - Annual Report 2025 | Inside CHAPTERS Group

Dear shareholders,

dear friends of the company,

REPORT OF THE SUPERVISORY BOARD

In fiscal year 2025, CHAPTERS Group AG consequently executed its growth trajectory. With numerous acquisitions and the merger of Expatrio with Fintiba, significant milestones in the com-pany's development were achieved during the reporting year.

To finance further growth, the company carried out a capital increase against cash contribution in March 2025 and also issued its first senior unsecured bond in August. An additional tranche of the senior unsecured bond was issued in October 2025. Furthermore, a capital increase against contribution in kind took place in September 2025.

CHAPTERS Group AG keeps on strengthening its position as home for companies that offer mission-critical digital solutions-with a focus on vertical software and digital solutions in the financial sector for international expats in and on their way to Germany.

The platform companies belonging to the Group have acquired stakes in 17 additional operating companies. At the end of the year, a total of 60 companies were part of the Group.

During the reporting period, the Supervisory Board performed the duties incumbent upon it under the law and the Articles of Association. It monitored the Management Board of CHAPTERS Group AG on the basis of written and verbal reports and provided advice in join discussions.

The Supervisory Board was informed by the Management Board about ongoing business developments and matters of particular significance and was directly involved in all decisions of fun-

damental importance to the company. In addition, an exchange of information took place between members of the Supervisory Board and the Management Board throughout the entire fiscal year.

In accordance with the Articles of Association, the Supervisory Board consisted of four members during the reporting period.

In July 2025, the Supervisory Board resolved to establish its first two subcommittees: an Audit Committee chaired by Dr. Martin Possienke with Dr. Mathias Saggau as a member, and an HR Committee chaired by Edda Heidbrink with Dr. Mathias Saggau as a member.

In 2025, ten Supervisory Board meetings and several additional strategy days took place.

All members of the Supervisory Board participated in all meetings in person or via videoconference. At times, experts were consulted for individual meetings.

The focus of the meetings and deliberations was on:

• Planning, support and oversight of the development of the platform companies in the three segments: Public Software, Enterprise Software, and Financial Technologies.

• Supporting and approving a capital increase against cash contribution in March 2025.

• Supporting the buyback offer for the perpetual bond (2020) in March 2025 and approving the issuance of the new bearer bond 2025/2030 in August 2025

• Review and approval of the merger of Expatrio Global Services GmbH with the Group subsidiary Fintiba GmbH in accordance with the resolution passed in May 2025.

  CHAPTERS Group AG-Annual Report 2025 | Report of the Supervisory Board 45

  • Review, consultation, and approval of the capital increase against contribution in kind as part of the Fintiba/Expatrio transaction in September 2025.

  • Accompanying the group-wide implementation of the Manuscript method, as well as endorsing ongoing initiatives and the creation of dedicated resources, including resourced to support the AI readiness in the portfolio companies.

  • Review, consultation, and oversight of the Global Heart Beteiligungsgesellschaft mbH project.

  • Review, advise on, and approve the potential establishment of additional investment platforms in Germany and abroad.

  • Approval of the appointment of a platform CFO for Altamount as well as external consultants for future IFRS readiness.

  • Review and support of further acquisitions by the platform companies in the three segments and their subsidiaries.

  • Monitoring of reporting on the securities portfolio of CHAPTERS Group AG.

  • During the reporting year, the Supervisory Board carefully reviewed potential conflicts of interest and compliance with corporate governance principles; in transactions involving related parties or shareholders, care was taken to ensure compliance with the arm's-length principle, and an independent external valuation was obtained where necessary; affected Supervisory Board members abstained from deliberations and voting in such cases.

    
    
    

    The Supervisory Board reviewed, discussed, and consulted with the Management Board regarding the annual financial statements prepared in accordance with the German Commercial Code, as well as the consolidated financial statements of

    CHAPTERS Group AG and the combined management report. The annual and consolidated financial statements for the fiscal year from January 1, 2025, to December 31, 2025, were audited by the auditing firm BDO AG, Antonia Ramm, Hamburg, and issued an unqualified audit opinion.

    These documents and the auditor's report were submitted to all members of the Supervisory Board. The auditor provided a detailed explanation of the audit results for the consolidated and annual financial statements to the Supervisory Board at its meeting to approve the financial statements on May 21, 2026, and answered questions from the Supervisory Board.

    The Supervisory Board acknowledged and approved the audit report for CHAPTERS Group AG. Based on the final results of its review, the Supervisory Board raised no objections to the documents presented. The Supervisory Board has approved the consolidated and annual financial statements and the combined management report. The annual financial statements are thus adopted in accordance with Section 172 of the German Stock Corporation Act.

    
    
    
    
    

    The Supervisory Board thanks the Management Board and all employees throughout the Group for their great commitment and the work they have performed.

    . . . . . . . . . . . . . . . . .

    . . . . . .

    Dr. Mathias Saggau

    Chairman of the Supervisory Board

    BORDEAUX

    HEADQUARTERS OF MAJELIS TUTELLE SAS

    Photo: stock.adobe.com/Alexander Demyanenko

    46 CHAPTERS Group AG-Annual Report 2025 | Report of the Supervisory Board

    
    
    

    1. Background of the Group and CHAPTERS Group AG BUSINESS ACTIVITY AND ORIENTATION

       COMBINED MANAGEMENT REPORT

       FOR THE FISCAL YEAR 2025

       CHAPTERS Group AG aims to build the home for "mission critical digital solutions". For us, "mission critical" means products and services that are essential for end customers-be it an ERP system or a blocked account for the visa process.

       More than 60 companies have become part of the Group since the first investment at the beginning of 2019. Since the 2024 fiscal year, we have structured our portfolio into three core verticals:

  • Digital Solutions for Public Sector Clients and Civic Institutions ("Public")

  • Digital Solutions for Private Sector Companies ("Enterprise")

  • Digital Solutions for Financial Services ("Financial Technologies")

Each segment follows its own strategic logic-whether driven by regulatory stability, industry-specific digitalization trends, or platform-scaling opportunities.

This segmentation enables us to strengthen our portfolio through targeted capital allocation across key market verticals, identify attractive value chains, and more effectively capture synergies within the respective clusters.

As we further develop the Group, our three core values serve as guiding principles:

WE THINK IN DECADES

We make our investments with an unlimited time horizon. Divestitures aimed at generating short-term value gains are explicitly not part of our strategy. That said, we may pursue divestitures in cases where they enable a company and its management to take the next step on their growth path.

Companies that become part of CHAPTERS Group AG have typically developed their solutions over many years, building on strong customer focus as well as deep market and industry expertise. These solutions are closely tailored to their clients' needs.

In developing these companies further, we follow a sustainable and entrepreneurial approach. Together with local management and employees, we work to preserve and enhance long-term competitiveness while continuously improving and expanding the solutions offered to customers.

WE GROW TOGETHER

Our investments are typically made through subsidiaries of CHAPTERS Group AG, our platforms. Each platform defines its own strategy and focus, led by its respective management team. Through equity participation, we enable these teams to participate in the long-term value creation they help drive.

CHAPTERS Group AG-Annual Report 2025 | Management Report 49

WE SERVE THE EDGE

We operate in a decentralized operational model built on autonomy. The companies within the Group retain their individual corporate cultures, which we actively support and preserve. Decision-mak-ing remains with the teams closest to the customer rather than being centralized. At the same time, networking and knowledge exchange across the Group-through benchmarking, best practice sharing, as well as access to centralized resources and experts in key areas-help foster the continued development of all companies.

OBJECTIVES AND STRATEGY

CHAPTERS Group AG is committed to the sustainable growth of the Group's enterprise value over the long term. As a key indicator of enterprise value development, we measure the long-term development of earnings per share, which has been calculated since 2020. Earnings per share are primarily influenced by the organic development of our companies, inorganic growth, and the Group's financing structure.

SUSTAINABLE DEVELOPMENT OF OPERATING SUBSIDIARIES

Our goal is the long-term and sustainable development of our portfolio companies. This includes targeted growth initiatives such as best practice sharing in areas like sales and pricing.

FURTHER ACQUISITIONS AS A GROWTH DRIVER

In recent years, acquisitions of new operating companies have been a central driver of growth. We intend to continue pursuing this path, with a particular focus on acquiring companies active in industries where other Group companies already operate, as well as businesses offering solutions that complement our existing portfolio.

50 CHAPTERS Group AG - Annual Report 2025 | Management Report

OPTIMIZATION OF THE FINANCING STRUCTURE

Our portfolio companies are characterized by high and stable cash flow conversion. Historically, a portion of purchase prices has been financed with debt capital, while liquidity surpluses from operating companies have been primarily used to repay existing debt financing. This continuous delever-aging creates additional capacity for new financing. Furthermore, optimizing repayment structures toward partial bullet maturities provides additional flexibility to finance future acquisitions with reduced equity requirements.

MANAGEMENT CONTROL SYSTEM

We operate in a decentralized operational model built on autonomy. Decision-making is not centralized; authority rests with the teams closest to the customer-whether within the operating companies or at the platform level in connection with company management, the identification and evaluation of new investment opportunities, and transaction structuring.

To ensure effectiveness within this decentralized framework, clearly defined parameters and accountability are essential. Decision-makers across our organization are expected to take responsibility for results while remaining open to learning from one another.

INVESTMENT DECISIONS BASED ON DEFINED FRAMEWORK PARAMETERS

The responsibility for identifying and analyzing new investment opportunities lies with our platforms. Together with the platform managers, we have established defined framework parameters for acquisitions, including key metrics such as size (revenue and number of employees), share of recurring revenue, customer concentration, churn rate, and EBITDA margin, which serve as the foun-

dation for investment discussions. In addition to these metrics, the company's positioning with regard to artificial intelligence is also an integral part of the framework parameters.

Potential acquisitions are presented to CHAPTERS Group AG and reviewed by the Management Board-together with the Supervisory Board if re-quired-before a final investment decision is taken.

MANUSCRIPT METHOD AS THE FOUNDATION OF ACCOUNTABILITY

Responsibility for the development of the Group's operating companies lies with the respective platform managers. CHAPTERS Group AG monitors performance through monthly key financial performance indicators, with particular focus on revenue and total output growth as well as adjusted operating earnings before interest, taxes, and depreciation (Adjusted EBITDA), benchmarked against both the prior-year period and the budget agreed upon between the managing directors, platform managers, and CHAPTERS Group AG.

In collaboration with the platform teams, we refine our Manuscript Method. In addition to best practice sharing, the Manuscript Method comprises a series of standardized processes for implementation across Group companies. These include the definition of strategic priorities for the coming years with corresponding improvement initiatives and action plans, regular reviews of pricing strategies, and a standardized approach to identifying and developing talent within the organization.

Implementation and execution of the Manuscript Method is the responsibility of the platform managers. Monthly review meetings between CHAPTERS Group AG and the platform provide a forum for discussing key developments within the companies belonging to each platform and-where neces-sary-to define corrective measures early in cases of potential underperformance or ensure that emerging opportunities are effectively leveraged.

EQUITY PARTICIPATION AS A MANAGEMENT INSTRUMENT

A central management instrument within CHAPTERS Group is our investment and incentive structure. Platform teams typically hold equity stakes in the platforms they manage.

For the financing of acquisitions of new operating subsidiaries-and, where required, for capital support to the companies-CHAPTERS Group AG provides shareholder loans bearing an annual interest rate of 10%. This structure creates a clear incentive for Group companies to pursue only those investments with expected returns well above this threshold, while also encouraging excess liquidity to be returned to CHAPTERS Group AG when reinvestment in their own business does not promise higher value creation.

51

1. Economic report

MACROECONOMIC AND SECTOR-SPECIFIC ENVIRONMENT

Gross domestic product in the European Union increased overall by approximately 1.5% (compared with 1.1% in 2024), thereby remaining broadly in line with the global growth levels. The modest recovery trend seen in 2024 thus continued, although growth remained at a comparatively low level. In the countries particularly relevant to the companies of the CHAPTERS Group (Germany, Austria, and France), growth ranged between 0.2% and 0.6%, remaining below the European level.1

MONETARY EASING

The European Central Bank continued the easing cycle initiated in 2024 and reduced the key interest rate in several steps from 3.00% at the beginning of the year to 2.00% as of June 2025. Since then, key interest rates have remained unchanged.

INCREASING ADOPTION OF ARTIFICIAL INTELLIGENCE (AI)

Artificial intelligence was among the key technological growth drivers in the 2025 fiscal year and has become increasingly relevant for investment decisions by companies and public institutions. Generative AI in particular enables digital transformation within companies and public institutions and continues to gain importance as a strategic factor for productivity, innovation, and competitiveness.

The adoption of AI solutions among European companies with more than 10 employees increased significantly in 2025 from 13.5% to 20%, driven primarily by large companies (more than 250 employees). In Germany, the figure of approximately 26% was slightly above the European average.2

AI FIRST POLICY OF THE EUROPEAN UNION

In October 2025, the European Commission introduced the so-called "AI First Policy" as part of the Apply AI Strategy. The strategy aims to significantly accelerate the adoption of artificial intelligence in key European industries as well as in the public sector. Public authorities and public-sector entities are expected to systematically evaluate the use of artificial intelligence in order to make processes more efficient, faster, and more citizen-friendly. In addition, the EU plans to provide a dedicated AI Toolbox for public administrations aimed at offering standardized and preferably European AI solutions.

As part of the strategy, the European Commission also intends to provide computing capacities, testing environments, and funding programs in order to facilitate faster access to AI technologies, particularly for small and medium-sized enterprises. At the same time, European providers are to be strengthened in order to reduce dependence on non-European platforms and build independent digital value creation.3

CYBER SECURITY AS KEY INVESTMENT FACTOR

Cybersecurity continued to gain importance during the 2025 fiscal year, particularly in mission-critical and regulated industries. These include, among others, energy supply, healthcare, industry, transport, financial services, and public infrastructure. Key drivers are the increasing digitalization of core processes, the growing threat posed by cyberat-tacks, and stricter regulatory requirements.

According to a study by the European Union Agency for Cybersecurity (ENISA), investments in cybersecurity measures in the relevant industries increased from a median of EUR 0.6 million p.a. in 2021 to EUR 1.5 million p.a. in 2024. While implementation of the European directives aimed at strengthening cybersecurity (NIS Directive) has been the primary driver in recent years, future investments are expected to be driven mainly by efforts to strengthen the resilience of organizations, processes, and systems.4

NUMBER OF INTERNATIONAL STUDENTS AT GERMAN UNIVERSITIES CONTINUES TO GROW

According to surveys conducted by the German Academic Exchange Service (DAAD), the number of international students at German universities increased again in the winter semester 2024/25 compared to the previous year, rising by 5.8% to

402.08 thousand.5 Germany is the most important non-English-speaking host country for international students and ranks third overall among host countries, behind the United States and the United Kingdom.

Photo: stock.adobe.com/Michael

52 CHAPTERS Group AG - Annual Report 2025 | Management Report

The share of students coming to Germany from the Asia/Pacific region increased again slightly to 34.7% (previous year: 32.9%), followed by North Africa and the Middle East with approximately 17.3% (previous year: 19.3%). The proportion of students from Sub-Saharan Africa rose slightly to 7.3% compared to 5.4% in the previous year, while approximately 5% of students continue to come from Latin America.

According to an OECD study from 2022, approximately 67% of international students attend German universities for a master's degree or doctorate. More than 50% remain in Germany for at least five years after graduation, while 45% stay for more than ten years.6

CONTINUED EXPANSION IN THE FIBER OPTIC SECTOR

In the first half of 2025 alone, the share of households equipped with fiber optic connections in Germany increased from approximately 49% to around 53%.7 Although Germany has caught up in a European comparison, it still remains significantly below the European average of approximately 79% (as of September 2025).8

NUMBER OF PENDING COMPANY SUCCESSIONS IN GERMANY REMAINS AT A HIGH LEVEL

A large portion of our investments in companies has historically taken place in the context of succession solutions, where founders and managing directors seek to withdraw from operational business activities for personal reasons. After the number of pending company successions in the German SME sector had increased for many years, a stagnation is now becoming apparent.

According to estimates by the Institut fur Mittelstandsforschung Bonn, approximately 186 thou-

sand companies in Germany are expected to require succession solutions in the period from 2026 to 2030 because their owners intend to withdraw from management for personal reasons. This represents approximately 4 thousand fewer company successions than in the previous forecast period from 2022 to 2026.9

At 31.1%, companies offering business-related services still account for by far the largest share, although this proportion has also declined compared to the previous forecast period. Around 40% of the expected successions relate to companies within the size category particularly relevant to the Group, namely businesses generating between EUR 1 million and EUR 50 million in revenue.

Against the backdrop of demographic developments in Europe, it can be assumed that comparable trends exist in other European countries.

BUSINESS PERFORMANCE

The 2025 fiscal year was characterized by significant inorganic growth. The merger of Fintiba GmbH (including its subsidiary Coracle GmbH) with Expatrio Global Services GmbH, completed in May 2025, represented the largest transaction since 2019 and established a leading group in the field of digital (financial) solutions for international students and skilled professionals in Germany.

We also recorded the strongest growth in the vertical market software segment since 2019. In the 2025 fiscal year, a total of 16 companies became part of the Group, thereof 8 in the Public segment and 8 in the Enterprise segment.

The spin-off of the GfW Group, completed in April 2025 as part of a management buy-out, whose three operating companies are active in the education sector, also marked the completion of the process of focusing on the Group's core verticals.

Taking into account mergers of operating companies serving comparable customer groups, a total of 60 operating companies were majority-owned by the Group as of December 31, 2025 (previous year: 48 companies).10

In addition to inorganic growth,11 the Group also significantly strengthened its organic growth and profitability profile in 2025 compared to the previous year. Despite the challenging macroeconomic environment, the Group companies achieved organic growth of 1.5% in total output and 12% in EBITDA.

The positive development of the Group companies demonstrates both the effectiveness of the Manuscript Method and the strong positioning of the Group companies as providers of mission-criti-cal solutions to their end customers.

55

54 CHAPTERS Group AG - Annual Report 2025 | Management Report

KEY FINANCIAL FIGURES AS OF DECEMBER 31, 2025

The successfully continued growth of the Group in the 2025 fiscal year is reflected in the development of the Group's key financial figures, with the development of total output and EBITDA representing the key management metrics.

Adjusted earnings per share do not take into account the effects on consolidated net income, which are solely attributable to the consolidation requirements of the German Commercial Code (HGB). This mainly relates to the amortization of assets disclosed as part of the purchase price allocation and the associated deferred taxes as well as amortization of goodwill.

In addition, pursuant to Section 301 HGB, the results of operating subsidiaries are included in the consolidated financial statements only from the date of acquisition onward. For the adjusted earnings per share, results generated prior to the acquisition date are also taken into account. Further adjustments (e.g. for one-off expenses as included in the calculation of adjusted EBITDA) are not applied.

The negative adjusted earnings per share in the 2025 fiscal year were primarily attributable to three factors:

1. In the fourth quarter of 2024 and the first quarter of 2025, three companies became part of the Group within the Public segment that made a significantly negative earnings contribution during the 2025 fiscal year. For both companies, the necessary measures were initiated in 2025 in order to significantly improve operational profitability in 2026.

2. In connection with the merger of Fintiba GmbH and Expatrio Global Services GmbH, one-off costs were incurred on the one hand, while on the other hand initial synergies were already realized, the full earnings impact of which will only materialize from 2026 onward.

3. In connection with the placement of the corporate bond (25/30) by CHAPTERS Group AG as well as the raising of financing at subsidiary level, one-off costs from placement and structuring fees were incurred, which also weighed on earnings.

These one-off effects impacted earnings in 2025; for 2026, the Company expects a normalization of earnings per share.

WIESBADEN

HEADQUARTERS OF CORPORATE MONTAGE EUROPE GMBH

Photo: stock.adobe.com/uslatar

The figures for total Output and adjusted EBITDA presented here represent a pro forma view including all operating Group companies belonging to the Group as of December 31, 2025 for the entire fiscal year.

56 CHAPTERS Group AG - Annual Report 2025 | Management Report

TOTAL OUTPUT AND EBITDA

In the 2025 fiscal year, the Company decided to focus primarily on total output in the future rather than revenue. Total output is defined as revenue less changes in inventories before effects from purchase price allocation.

The reasoning for this decision is the increasing importance of the Public segment, in which longterm service projects are common. Depending on the completion date of projects, annual revenue figures and the corresponding changes in inventories may fluctuate significantly, meaning that total

output provides a more accurate picture of the actual business performance. In the 2025 fiscal year, this was particularly relevant in connection with the acquisition of Peak Mobility GmbH (formerly PSI Transcom GmbH), whose customers primarily include companies operating in the field of public transportation.

The figures presented here represent a pro forma view including all operating Group companies belonging to the Group as of December 31, 2025 for the entire fiscal year.

RECONCILIATION OF EBITDA TO THE CONSOLIDATED FINANCIAL STATEMENTS

RECONCILIATION OF TOTAL OUTPUT TO THE CONSOLIDATED FINANCIAL STATEMENTS

ADJUSTMENTS

Adjustments were significantly above historical levels in the 2025 fiscal year. This development was driven by three main effects:

1. In the fourth quarter of 2024 and the first quarter of 2025, the Group acquired interests in three companies within the Public segment that possess strong market positions and established products but require operational repositioning with a focus on cost discipline, process optimization, and efficiency improvements. The responsible platform companies initiated the necessary measures, including organizational adjustments, focused project and cost management, as well as the preparation of value-based pricing adjustments for 2026. In addition, earnings were burdened by the economically unfavorable termination of

   individual projects and by corrections to accounting practices under previous ownership. In total, the three companies contributed negative EBITDA of EUR 10.07 million, which was adjusted back to zero as part of the adjustments. The figures also include the companies of the CarMa Group, which contributed negative EBITDA of EUR 1.13 million (previous year: EUR 1.41 million).

   20 For the calculation of reported EBITDA, reductions in inventories of finished and unfinished goods resulting from purchase price allocation, gains and losses from foreign currency translation, as well as gains, losses, and costs from the disposal of fixed assets are not taken into account. The calculation is included in the explanations relating to the Group's earnings position.

58 CHAPTERS Group AG - Annual Report 2025 | Management Report 59

1. At the end of May 2025, Fintiba GmbH and Expatrio Global Services GmbH were combined within the newly established Financial Technologies segment. In connection with the transaction, one-off bonus payments amounting to EUR 1.83 million were incurred. In addition, the adjustments include transaction-related costs (primarily legal advisory fees as well as costs for tax advisory and financial statement preparation), costs resulting from duplicate personnel structures within the companies, and other duplicated cost structures. In total, adjustments for this segment amounted to EUR 5.44 million in the 2025 fiscal year.

2. In the 2025 fiscal year, deferred revenue accruals were recognized for the first time at several companies in order to ensure harmonization of accounting standards across the Group. The one-off effect on total output and EBITDA amounted to EUR 1.11 million.

The remaining adjustments amounting to EUR

4.94 million relate primarily to:

• payments to sellers of companies as well as duplicate managing director salaries during transition phases, included in personnel expenses or consulting expenses (EUR 1.36 million)

• transaction-related costs incurred in preparation for the sale of a company (EUR 0.92 million)

• external development costs for products that have since been discontinued or completed (EUR 0.38 million)

• provisions for severance payments (EUR 0.70 million), and

• one-off consulting expenses (EUR 0.69 million)

One-off income amounting to EUR 0.48 million was deducted in the calculation of adjusted EBITDA.

HOLDING COMPANY COSTS

In the fiscal year 2025, net holding costs totaled EUR 10.96 million, compared with EUR 7.11 million in the previous year. Adjusted for one-off financ-

60 CHAPTERS Group AG - Annual Report 2025 | Management Report

ing-related effects, total holding company costs amounted to EUR 9.46 million compared to EUR

6.34 million in the previous year and therefore increased at a lower rate than adjusted operating EBITDA.

EBITDA at the level of CHAPTERS Group AG includes approximately EUR 1.5 million in costs related to the placement of the corporate bond (25/30) in the 2025 fiscal year. Adjusted for these one-off effects, holding company costs amounted to EUR

5.04 million and were therefore approximately EUR

2.04 million above the previous year's level. The increase reflects investments in the Group's strategic development, resulting in higher personnel and legal advisory expenses, as well as the continued growth of the Group and the increasing requirements associated with the role of the holding company.

At platform level, costs amounted to EUR 4.44 million in the 2025 fiscal year. The previous year's figure of EUR 4.10 million included EUR 0.77 million in costs related to the raising of financing; adjusted for these effects, platform costs in the previous year amounted to EUR 3.33 million. The increase was primarily attributable to the establishment of new platforms in the second half of 2024, which were active throughout the entire 2025 fiscal year. At the same time, additional resources were built up within the platforms-similar to the AG level-in order to further strengthen both organic and inorganic growth.

With the introduction of the Manuscript Method in 2024 and its further development in 2025, the role of both the AG and the platforms has changed. Today, both entities are substantially more involved in the operational development of portfolio companies. Regular pricing reviews as well as detailed and professionally managed pricing adjustment projects are now conducted and implemented by operational management together with the respective platform. In addition, central functions for AI and cybersecurity were established. Beginning

with the 2026 fiscal year, part of the platform costs will be allocated to operating EBITDA, as these expenses directly contribute to the operational value creation of the portfolio companies.

ORGANIC GROWTH OF THE GROUP

We define organic growth as the full-year results for a fiscal year based on the respective Group structure as of June 30 of that fiscal year, compared with the results of the same Group structure for the preceding fiscal year. For organic growth in 2025, the full-year results for 2025 based on the Group structure as of June 30, 2025, are compared with the full-year results for 2024 for the same Group structure.

Organic growth in total output amounted to approximately 1.5%, below the expectation updated as part of the 2025 half-year financial statements, which anticipated growth in the mid-single-dig-it percentage range. The main drivers were the above-mentioned loss-making termination of projects and corrections to accounting practices under previous ownership relating to service projects included in order backlog, which had an effect of approximately EUR 4.26 million. In addition, the effect from the initial recognition of deferred revenue amounted to EUR 1.11 million. Adjusted for these two effects, growth amounted to approximately 4.7% and was therefore in line with expectations.

Growth in adjusted operating EBITDA amounted to 12.0% and was therefore within the expected range of 10-13%.

ADJUSTED EARNINGS PER SHARE

Inherent to the business model of CHAPTERS Group AG and its subsidiaries, the company's consolidated earnings are particularly affected by the results of capital consolidation, the resulting amortization of (intangible) assets, the release of the order backlog identified as part of the purchase price allocation and the associated release

of deferred tax liabilities. In addition, the amortization of goodwill has a significant impact on the consolidated result.

For purposes of calculating adjusted consolidated profit, the consolidated net loss for the year is adjusted for these effects (and the related effects on income attributable to non-controlling interests). In addition-as for total output and EBITDA-the earnings of the companies acquired in the current fiscal year that were generated prior to the acquisition by a Group company are also taken into account (adjusted proportionately for the shares of non-controlling shareholders at the various levels).

The result from associated companies is only included in the calculation if it relates to distributions (after taxes). Further adjustments (e.g. for one-off expenses as included in the calculation of adjusted EBITDA) are not applied.

61

RECONCILIATION FROM CONSOLIDATED NET INCOME TO ADJUSTED EARNINGS PER SHARE

EARNINGS POSITION OF THE GROUP

The Company has decided to focus primarily on total output before purchase price allocation effects in the future rather than on revenue.

The reasoning for this decision is the increasing importance of the Public segment, in which longterm service projects are common. Depending on the completion date of projects, annual revenue figures and the corresponding changes in inventories may fluctuate significantly, meaning that total output provides a more accurate picture of the actual business performance. In the 2025 fiscal year, this was particularly relevant in connection with the acquisition of Peak Mobility GmbH (formerly PSI Transcom GmbH), whose customers primarily

include companies operating in the field of public transportation.

Total output before effects from purchase price allocation amounted to EUR 170.21 million in the fiscal year (previous year: EUR 110.83 million) and consisted of revenue of EUR 180.80 million (previous year: EUR 110.67 million) and changes in inventories at the level of the operating Group companies amounting to EUR -10.59 million (previous year: EUR 0.16 million).

As already explained in the section on business activities, the Company decided in the 2024 fiscal year to introduce a division into three main segments:

The increase in inventories of finished and unfinished goods and unfinished services from purchase price allocation amounted to EUR 0.14 million in the 2025 fiscal year (previous year: decrease of EUR 2.02 million). In the 2025 fiscal year, two companies became part of the Group for which

CHAPTERS Group AG-Annual Report 2025 | Management Report 63

inventories were considered significantly over-valued from the perspective of CHAPTERS Group AG. As part of the purchase price allocation, corresponding hidden liabilities amounting to EUR 4.26 million were recognized and released at year-end, offset against the decrease in inventories of finished and unfinished goods from other companies amounting to EUR 4.12 million. The increase in purchase price allocation effects from the remaining companies is attributable to the continued growth of the Group.

Other operating income amounted to EUR 29.68 million (previous year: EUR 8.40 million), of which EUR 11.76 million (previous year: EUR 2.76 million) related to gains from disposals of and write-ups on securities at the level of CHAPTERS Group AG.

Income from the disposal of companies from the consolidated group amounting to EUR 11.48 million is included, of which EUR 9.60 million was realized in cash and EUR 1.88 million relates to non-cash income, primarily resulting from the derecognition of retained losses (offset against the derecognition of retained earnings carryforwards where relevant). In the previous year, income from the disposal of companies from the consolidated group amounting to EUR 3.52 million was included, of which EUR 2.10 million was non-cash.

Cost of materials amounted to EUR 22.43 million (previous year: EUR 18.91 million). The cost of materials ratio declined from 17% in the previous year to 12%. This decrease is primarily attributable to the deconsolidation of the companies of the ENTRO Group24 in the 2024 fiscal year. Due to the nature of their business model, these companies are characterized by a high cost of materials ratio and had

been included in the consolidated financial statements for nine months in the 2024 fiscal year.

Personnel expenses amounted to EUR 103.65 million (previous year: EUR 54.98 million). This includes expenses for share-based compensation at the level of CHAPTERS Group AG amounting to EUR 10.20 million (previous year: EUR 2.79 million). In addition, transaction bonuses amounting to EUR

2.36 million were paid to employees (thereof EUR

1.83 million in connection with the merger of Fintiba GmbH and Expatrio Global Services GmbH). Furthermore, in the 2025 fiscal year, pension provisions for the French subsidiaries were recognized as part of the consolidation and harmonization of accounting standards. The amount of EUR 0.53 million is fully included in personnel expenses.

Adjusted for these effects, personnel expenses amounted to EUR 90.56 million in the fiscal year (previous year: EUR 52.19 million), resulting in a personnel expense ratio (based on total output before purchase price allocation) of 53.5%, compared with 47.1% in 2024. The increase is primarily attributable to the deconsolidation of companies during the first half of 2025 that generated a large portion of their costs through purchased services and therefore exhibited a relatively low personnel expense ratio. Due to the lower weighting of these companies in the 2025 fiscal year, the personnel expense ratio increased.

Depreciation and amortization amounted to EUR

47.67 million (previous year: EUR 20.37 million). Of this amount, EUR 8.33 million (previous year: EUR 3.44 million) related to amortization of hidden reserves on assets identified as part of purchase price allocation, while EUR 35.54 million (previous year: EUR 14.11 million) related to amortization of goodwill resulting from capital consolidation. The increase in the 2025 fiscal year is attributable on the one hand to the inclusion of additional companies in the Group and, on the other hand, to the fact that amortization of intangible assets and goodwill acquired in the 2024 fiscal year was rec-

ognized for the full fiscal year, whereas in the previous year amortization had only been recognized on a pro rata basis due to the acquisition dates.

Other operating expenses amounted to EUR 49.14 million (previous year: EUR 27.62 million). Losses from the disposal of fixed assets amounting to EUR 0.77 million (previous year: EUR 0.08 million) are primarily attributable to losses from disposals within the securities portfolio of CHAPTERS Group AG and disposals from the consolidated group.

The significant increase in ordinary operating expenses from EUR 26.76 million to EUR 47.55 million is primarily attributable to the continued growth of the Group.

For the calculation of reported EBITDA (earnings before taxes, interest, depreciation and amortization, excluding share-based compensation) at Group level amounting to EUR 2.07 million (previous year: EUR 11.77 million), not only depreciation and amortization but also the decrease in inventories of finished goods resulting from the release

of the order backlog identified as part of purchase price allocation is added back to earnings before taxes. In addition, expenses and income from foreign currency translation and gains and losses from disposals of fixed assets and related costs are excluded from the calculation.

The consolidation-related expenses and income primarily include expenses resulting from the initial recognition of pension provisions for the French subsidiaries as part of the harmonization of accounting standards. To a lesser extent, other operating income includes, among other things, income from the reversal of differences arising from capital consolidation.

EBITDA includes expenses amounting to EUR 10.20 million (previous year: EUR 2.79 million) in connection with the recognition of provisions for share-based compensation at the level of CHAPTERS Group AG. Excluding these amounts, reported EBITDA would have amounted to EUR 12.27 million (previous year: EUR 14.56 million).

64 CHAPTERS Group AG - Annual Report 2025 | Management Report 65

For the calculation of adjusted EBITDA, reference is made to the explanations in the section on business performance.

Net financial result amounted to EUR -14.97 million overall (previous year: EUR -4.72 million). The composition is shown in the following table.

The financial result attributable to CHAPTERS Group AG is explained in the following presentation of the earnings position of CHAPTERS Group AG.

Other interest and similar income at subsidiary level amounting to EUR 0.82 million includes EUR

0.10 million in interest income from companies in which an equity investment is held. EUR 0.22 million relates to interest income from seller loans issued in connection with the spin-off of companies in 2024 and 2025, which have since been fully repaid. The remaining amounts relate to interest income from cash deposits.

66 CHAPTERS Group AG - Annual Report 2025 | Management Report

Interest and similar expenses amounted to EUR 15.86 million (previous year: EUR 5.39 million) against gross debt of EUR 245.25 million at year-end (previous year: EUR 78.68 million) and include one-off structuring fees payable to financing partners amounting to EUR 2.24 million. The significant increase at subsidiary level is primarily attributable to the raising of debt financing of approximately EUR 47 million to finance new acquisitions in the Public and Enterprise segments, as well as the assumption of bank and seller loans amounting to approximately EUR 93.3 million in connection with the merger of Fintiba GmbH and Expatrio Global Services GmbH. Expenses also include interest expenses payable to minority shareholders amounting to EUR 0.28 million

In the previous year, the result from associated companies was primarily affected by amortization of the acquired goodwill attributable to Software Circle plc included in the result. CHAPTERS Group AG held more than 20% of the company until October 2025. At year-end, CHAPTERS Group AG held 9.81% of the shares, meaning that no result from associated companies in connection with Software Circle plc is recognized anymore. In addition, the increase is attributable to the positive result of the included MedNation AG.

Income taxes amounted overall to EUR 2.17 million (previous year: EUR 2.76 million), including EUR

2.28 million (previous year: EUR 1.49 million) from the reversal of deferred tax assets and liabilities (primarily resulting from purchase price allocation effects), offset against current taxes incurred at the level of the individual companies amounting to EUR 4.45 million (previous year: EUR 4.26 million).

The consolidated net loss for the year amounted to EUR 40.21 million overall (previous year: EUR 12.25 million). Of this amount, EUR 10.57 million (previous year: EUR 0.78 million) was attributable to minority shareholders at the various levels of the Group and EUR 29.65 million (previous year: EUR 11.47 million) to the parent company. For the consolidation-re-lated effects on consolidated net income, reference is made to the reconciliation from consolidated net loss to adjusted earnings per share in the presentation of business performance.

67

LIQUIDITY POSITION OF THE GROUP

Cash and cash equivalents increased overall by EUR 48.23 million in the 2025 fiscal year to EUR

106.74 million (December 31, 2024: EUR 58.51 million). During the reporting period, the CHAPTERS Group AG Group generated positive cash flow from operating activities amounting to EUR 18.50 million (previous year: EUR 11.60 million).25

Cash flow from investing activities amounted overall to EUR -102.23 million (previous year: EUR

-97.40 million), of which EUR 131.80 million (previous year: EUR 100.18 million) related to payments for the acquisition or increase of interests in operating subsidiaries. Cash inflows from the disposal of companies from the consolidated group (and, to a lesser extent, from reductions in the share attributable to the Group) amounted to EUR 10.29 million (previous year: EUR 8.89 million).

Payments for investments in property, plant and equipment amounting overall to EUR 1.66 million (previous year: EUR 3.70 million) related in the amount of EUR 0.59 million (previous year: EUR 2.30 million) to investments in the completion of fiber optic networks and the associated investments in active network technology by companies belonging to CarMa Holding GmbH. The remaining payments related to smaller investments within the Group companies.

Payments for financial assets amounting overall to EUR 10.54 million (previous year: EUR 16.49 million) primarily resulted from the acquisition of securities at the level of CHAPTERS Group AG. The previous year's figure additionally included EUR 5.19 million paid into the capital reserve of an associated company and EUR 0.74 million for the acquisition of shares in Software Circle plc.

Cash inflows from the disposal of financial assets amounted overall to EUR 33.74 million (previous year: EUR 13.23 million). Of this amount, EUR 32.14

million (previous year: EUR 12.60 million) resulted from the sale of securities by CHAPTERS Group AG, primarily shares in Software Circle plc. EUR 1.25 million related to payments on claims deferred in previous years by CHAPTERS Beteiligungsgesellschaft mbH in connection with disposals of companies from the consolidated group. In the 2025 fiscal year, a bridge loan amounting to EUR 2.62 million was also granted to an associated company.

Cash flow from financing activities amounted to EUR 122.76 million (previous year: EUR 85.79 mil-lion25). Of this amount, EUR 16.49 million (previous year: EUR 84.93 million) related to the cash capital increase carried out by CHAPTERS Group AG in April 2025. The capital increase against contribution in kind completed in September 2025 is not included, as it did not affect cash flow.

Minority shareholders at the level of various Group companies contributed a total amount of EUR 1.69 million (previous year: EUR 0.28 million), of which EUR 0.81 million was used to refinance shareholder loans previously provided by the same minority shareholders.

Distributions to minority shareholders amounted to EUR 2.19 million (previous year: EUR 0.33 million), of which EUR 1.74 million related to disposals of companies from the consolidated group.

Cash inflows from the issuance of bonds and the raising of loans include EUR 65.16 million from the issuance of the corporate bond (25/30) by CHAPTERS Group AG. The nominal amount of EUR 72 million was offset against the portions repur-chased by the Company for its own account and increased by accrued interest received in connection with the tap issue in October 2025.

Subsidiaries raised debt financing amounting to EUR 83.09 million in total (previous year: EUR 32.92

million). Newly assumed seller loans are not included, as they are not cash-effective.

Repayments of bank financing amounted to EUR

7.44 million. Also included is an amount of EUR 15.87 million relating to the repurchase and subsequent full repayment of the perpetual bond by CHAPTERS Group AG. Seller loans from previous years were repaid in the amount of EUR 4.61 million.

The amount of cash and cash equivalents acquired as part of the acquisition of new operating subsidiaries by the platform companies amounted to EUR

12.10 million (previous year: EUR 8.66 million). The change resulting from the disposal of companies that belonged to the 2024 consolidated group amounted overall to EUR -2.79 million (previous year: EUR -1.00 million).

BERLIN

HEADQUARTERS OF LINEAR SERVICE GMBH

Exchange rate-related changes in cash and cash equivalents amounting to EUR -0.10 million resulted from companies belonging to the consolidated group that prepare their financial statements in foreign currencies (United States, China, Czech Republic, and Switzerland) and from differences in the exchange rates applied for the consolidation of local cash balances as of December 31, 2024 and the translation as of December 31, 2025

Photo: stock.adobe.com/eyetronic

68 CHAPTERS Group AG - Annual Report 2025 | Management Report

NET ASSETS POSITION OF THE GROUP

The Group's total assets increased by approximately 88% in the 2025 fiscal year, from EUR 353.74 million to EUR 665.02 million, as a result of the Group's continued acquisition activity.

Fixed assets of the Group increased from EUR

267.91 million to EUR 510.50 million in the 2025 fiscal year, with the increase in intangible assets of EUR

247.17 million offset by a reduction in property, plant and equipment of EUR 0.35 million and in financial assets of EUR 4.23 million.

Driven by the strong acquisition activity in the 2025 fiscal year, the share of goodwill26 as well as hidden reserves on assets identified as part of purchase price allocation in total non-current assets increased from 76% to 88%.

The decrease in financial assets is primarily attributable to the reduction in shares in Software Circle plc held by CHAPTERS Group AG. As of December 31, 2024, CHAPTERS Group AG was the largest shareholder in Software Circle plc with a stake of 29.9%, and the investment was reported under investments in associated companies. During the 2025 fiscal year, CHAPTERS Group AG reduced its shareholding in several steps to 9.81% at year-end. The remaining shareholding is now reported under securities held as financial assets and is a key

driver of the increase in this position. In addition, financial assets include portions amounting to EUR

7.32 million of own shares in the corporate bond (25/30), which was placed for the first time in 2025.

The increase in inventories by EUR 3.99 million is primarily attributable to hidden reserves identified in connection with existing contracts as part of the purchase price allocation.

The increase in receivables from associated companies results from the provision of a bridge loan to Global Heart Beteiligungsgesellschaft mbH, which in turn used the funds for an increase in the equity of FIB Frankfurt International Bank AG. In the 2026 fiscal year, the loan was partially replaced through an equity contribution, and the remaining amount is expected to be settled in the first half of 2026. In addition, trade receivables by Fintiba GmbH from FIB Frankfurt International Bank AG are included. FIB Frankfurt International Bank AG acts as partner for Fintiba GmbH for blocked accounts since summer 2025.

The increase in receivables and other assets is primarily attributable to the acquisition of additional subsidiaries. The development of the individual positions is shown in the following table.

Equity increased by EUR 16.5 million as a result of the cash capital increase carried out by CHAPTERS Group AG as the Group's parent company and registered in April. The capital increase against contribution in kind completed in October 2025 increased equity by EUR 13.47 million. As contribution in kind, the subscribers to the capital increase contributed a loan repayment claim against CHAPTERS Beteiligungsgesellschaft mbH amounting to EUR 13.47 million.

The currency translation difference from revaluation decreased from EUR 1.38 million to EUR 0.71 million. This position results from Group companies that do not prepare their financial statements in euro. Due to differing exchange rates between valuation at the acquisition date and preparation of the consolidated interim financial statements, differences arise in the revalued assets identified as part of purchase price allocation, which are offset through this position. The decrease is primarily attributable to the appreciation of the Czech koru-na against the euro.

Retained earnings attributable to the Group decreased by EUR 0.26 million due to the increase in the shareholding of a minority shareholder at the level of one of the subsidiaries. Similar to consolidated net income, retained earnings are significantly influenced by the effects of capital consolidation. The effect attributable to the Group from prior years relating to amortization of goodwill and assets identified as part of purchase price allocation, as well as related deferred taxes, amounted to EUR -33.81 million and is reflected in retained earnings.

Taking into account the consolidated net loss for the year and the interests of minority shareholders in equity at the various levels of the Group, consolidated equity amounted to EUR 313.57 million as of December 31, 2025 (previous year: EUR 224.99 million). The equity ratio amounted to 47.2% (previous year: 63.6%)

The difference arising from capital consolidation amounting to EUR 2.13 million (previous year: EUR 2.14 million) results from the acquisition of two companies out of insolvency by CarMa Holding GmbH in 2023, for which the purchase price paid was below the revalued amount of the acquired non-current assets due to the insolvency situation. Both companies developed positively in the 2025 fiscal year in line with expectations at the time of acquisition. As expected, one of the companies reached break-even in 2025, while the second company is expected to reach break-even in 2026 as originally planned, meaning that no adjustment for expected losses was required.

The special item amounting to EUR 1.68 million (previous year: EUR 1.62 million) relates to subsidies received in previous years for the expansion of a fiber optic network at a company belonging to the Glasfaser Direkt Group. The subsidy received is recognized as a liability and released to other operating income over the useful life of the subsidized network.

Provisions for pensions and similar obligations amounting to EUR 5.82 million were recognized for the first time in the consolidated financial statements as of December 31, 2025. This includes EUR

4.31 million relating to pension obligations of subsidiaries acquired in the 2025 fiscal year. In addition, EUR 0.53 million relates to provisions for pension obligations of French subsidiaries recognized as part of the consolidation and harmonization of accounting standards.

70 CHAPTERS Group AG - Annual Report 2025 | Management Report 71

The slight increase in tax provisions from EUR 7.03 million to EUR 7.81 million is primarily attributable to the addition of companies to the consolidated group, while tax provisions at companies that were part of the consolidated group in both years were reduced through payments.

Other provisions amounting to EUR 32.12 million (previous year: EUR 12.17 million) include provisions for share-based compensation at the level of CHAPTERS Group AG amounting to EUR 13.86 million (previous year: EUR 3.66 million). The share-based compensation program was introduced in the 2023 fiscal year. Further explanations regarding the calculation of these provisions are included in the following explanations relating to the financial position and net assets position of CHAPTERS Group AG.

Provisions for earn-out obligations amounting to EUR 1.30 million were newly recognized, while provisions from previous years amounting to EUR

0.40 million were reversed following the corresponding payment. EUR 0.9 million were reclassified into liabilities to sellers, as the final payment amount has now been determined. As of year-end 2025, the carrying amount therefore totaled EUR

2.28 million (previous year: EUR 2.29 million). The remaining increase in provisions is primarily attributable to the acquisition of additional subsidiaries. The development of the individual positions is shown in the following table.

Liabilities to banks increased by a total of EUR

67.84 million in the 2025 fiscal year to EUR 111.19 million. Of this amount, EUR 35 million relates to financing raised for the merger of Fintiba GmbH and Expatrio GmbH, while EUR 10.17 million relates to financing raised for transactions completed in 2024, which was used to refinance bridge financing previously provided by CHAPTERS Group AG.

The positive development of the relevant operating subsidiaries, together with repayments made in previous years, additionally enabled the raising of EUR 37.4 million, which was used to finance additional transactions in 2025. The remaining effects are shown in the following table.

The increase in trade payables and advance payments received is primarily attributable to the addition of companies to the consolidated group:

The liabilities to associated companies relate to liabilities by Fintiba GmbH to FIB Frankfurt International Bank AG.

Other liabilities amounted to EUR 77.23 million (previous year: EUR 22.89 million), including liabilities from seller loans amounting to EUR 64.52 million (previous year: EUR 14.25 million). In connection with transactions completed in the 2025 fiscal year, purchase prices amounting to EUR 60.33 mil-

lion were deferred in the form of seller loans. Seller loans from previous years amounting to EUR 4.61 million were repaid through payments. An amount of EUR 8.80 million was derecognized without cash effect. The Company is of the opinion that payment is not required, as extensive warranty claims exist against the seller. EUR 2.18 million relates to capitalized interest on seller loans, while EUR 1.17 million relates to reclassifications from earn-out provisions and payment obligations arising from

72 CHAPTERS Group AG - Annual Report 2025 | Management Report 73

transactions from previous years in excess of the corresponding provisions.

In addition, other liabilities include liabilities to minority shareholders amounting to EUR 2.58 million (previous year: EUR 2.80 million). An amount of EUR 0.43 million of the decrease is attributable to the disposal of companies from the consolidated group.

ESCHBORN

HEADQUARTERS OF KEYLOGIC GMBH

Deferred income amounting to EUR 17.14 million (previous year: EUR 10.18 million) includes payments already received at the level of the operating subsidiaries for contracts extending beyond the reporting date. Of the increase, EUR 5.51 million is attributable to the addition of companies to the consolidated group, while disposals of companies from the consolidated group resulted in a change

EARNINGS POSITION OF CHAPTERS GROUP AG (PARENT COMPANY OF THE GROUP)

The revenue generated in the 2025 fiscal year amounting to EUR 2.20 million (previous year: EUR 0.33 million) relates to the recharge of costs borne by CHAPTERS Group AG (primarily personnel expenses) to subsidiaries (platforms).

of EUR 1.61 million. At companies that were part of the consolidated group in both 2024 and 2025, deferred income amounting to EUR 3.06 million was built up.

Deferred tax liabilities amounting to EUR 14.5 million (previous year: EUR 8.85 million) primarily result from the purchase price allocation carried out as part of capital consolidation.

Interest income from shareholder loans granted (including loans to companies in which CHAPTERS Group AG holds a minority interest) as well as interest-like income from affiliated companies amounted to EUR 14.68 million27 in total (previous year: EUR 9.75 million), slightly above the expected range of EUR 12.00 million to EUR 14.00 million. The significant increase in interest income compared to the previous year reflects the continued investment activity in the 2025 fiscal year and the resulting increase in shareholder loans provided by CHAPTERS Group AG to finance acquisitions.

Total interest expense for the 2025 fiscal year amounted to EUR 1.85 million (previous year: EUR 1.99 million). Of this amount, EUR 0.40 million (previous year: EUR 1.99 million) related to the perpet-

ual bond outstanding until May 2025. An amount of EUR 1.43 million relates to the corporate bond (25/30), which was placed for the first time in August 2025.

The result from the securities portfolio of CHAPTERS Group AG amounted to EUR 11.22 million in the 2025 fiscal year (previous year: EUR 1.81 million). The composition is shown in the adjacent table.

In addition to write-downs on securities, write-downs amounting to EUR 0.81 million were recognized on a shareholder loan granted to one of the Company's minority investments. The company was sold in the second half of 2025, and a betterment clause relating to the loan was agreed in connection with the sale.

The costs of CHAPTERS Group AG as a standalone entity primarily consist of personnel expenses, legal and consulting expenses, as well as costs associated with the Company's legal structure.

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CHAPTERS Group AG-Annual Report 2025 | Management Report 75

Personnel expenses amounted to EUR 12.70 million in the 2025 fiscal year (previous year: EUR 3.61 million). Of this amount, EUR 10.20 million (previous year: EUR 2.79 million) relates to provisions recognized in connection with share-based compensa-

sidiaries. The additional increase is primarily attributable to consulting expenses in connection with the continued strategic development and evaluation of growth opportunities for the Group.

FINANCIAL POSITION, NET ASSETS POSITION

AND LIQUIDITY POSITION OF CHAPTERS GROUP AG (PARENT COMPANY OF THE GROUP)

tion (in addition to the provisions already existing from the previous year).

In the 2023 fiscal year, the Company's Supervisory Board established a virtual share option plan ("Virtual Share Option Plan", "VSOP") for the members of the Management Board. In the 2024 fiscal year, the share option plan was extended to key employees of the Company. As of December 31, 2025, the number of granted and vested options amounted to 855,105, of which 750,000 relate to the Management Board. Taking into account the respective strike prices and the remaining term until exercise, the options are valued using the Black-Scholes model at option values ranging between EUR 14.21 and EUR 16.38. Further information regarding the VSOP can be found in the notes to the consolidated financial statements under "Compensation of Governing Bodies".

The increase in other personnel expenses is primarily attributable to the hiring of additional em-ployees-both to fulfill the role of the holding company and for the platforms. As in the previous year, personnel expenses for the position of Chief Operating Officer for the vertical market software segment, created in March 2024, are not included. The related personnel expenses are borne by a wholly owned subsidiary of the AG and charged to CHAPTERS Group AG. In the standalone financial statements of CHAPTERS Group AG, the amount is included in other operating expenses.

Legal and consulting expenses of EUR 2.16 million were significantly above the previous year's level of EUR 0.53 million. An amount of EUR 0.69 million relates to legal and consulting expenses borne by CHAPTERS Group AG in connection with the merger of Fintiba GmbH and Expatrio Global Services GmbH, which were recharged to the relevant sub-

Costs associated with the Company's legal structure amounted to EUR 0.64 million in the 2025 fiscal year, slightly above the previous year's level of EUR 0.60 million. The increase is primarily attributable to higher audit fees resulting from the continued growth of the Group.

Other operating expenses amounted to EUR 1.72 million (previous year: EUR 1.24 million). Of the total increase of EUR 0.78 million, EUR 0.21 million relates to non-deductible input VAT, particularly in connection with the costs of the placement of the corporate bond.

Other operating expenses amounted to EUR 1.72 million (previous year: EUR 1.24 million). Of the total increase of EUR 0.78 million, EUR 0.21 million relates to non-deductible input VAT, particularly in connection with the costs of the placement of the corporate bond.

Overall, the costs of CHAPTERS Group AG-net of revenue-for the 2025 fiscal year excluding share-based compensation amounted to EUR 6.27 million (previous year: EUR 2.86 million), slightly above the range of EUR 5.5 million to EUR 6.0 million expected according to the half-year report.

Income taxes amounted to EUR 0.87 million (previous year: EUR 1.43 million). Since the 2023 fiscal year, no tax loss carryforwards have existed anymore.

Overall, as of December 31, 2025, the Company reported net income for the year of EUR 6.48 million (previous year: EUR 3.64 million). The accumulated profit therefore amounted to EUR 3.51 million (previous year: accumulated deficit of EUR 2.97 million).

Total assets of the Company as of December 31, 2025, increased by EUR 107.13 million compared to the previous year to EUR 378.67 million. Taking into account net income for the year of EUR 6.48 million as well as the increase in share capital and capital reserves totaling EUR 29.96 million resulting from the capital increases completed in April and October 2025, total equity of the Company increased to EUR 286.37 million as of December 31, 2025 (previous year: EUR 249.93 million).

The increase in provisions from EUR 5.28 million to EUR 17.45 million is primarily attributable to the addition of EUR 10.20 million to provisions in connection with share-based compensation (Virtual Share Option Plan, "VSOP"). Further information regarding the VSOP can be found in the explanations relating to the earnings position of CHAPTERS Group AG as well as in the notes to the consolidated financial statements under the explanations regarding provisions. The increase in other provisions is primarily attributable to provisions for consulting services payable only in 2028. Tax provisions increased from EUR 1.32 million to EUR 2.19 million.

Under liabilities, the issued perpetual bond amounting to EUR 16.00 million was reported until May 2025. Following a repurchase in March 2025, the bond was fully repaid in May 2025.

In August 2025, the Company placed the first tranche of its corporate bond (25/30) in the amount of EUR 32 million, while a second tranche in the amount of EUR 40 million was placed in October 2025.

Shares in affiliated companies increased from EUR 43.47 million to EUR 130.10 million in the 2025 fiscal year. The Company contributed a total of EUR

86.60 million to the capital reserves of CHAPTERS

Beteiligungsgesellschaft mbH, which in turn used the funds, on the one hand, to finance the merger of Fintiba GmbH and Expatrio Global Services GmbH and the related increase in the Company's interest in the merged group from 55% to 61.74%, and, on the other hand, to finance the investment in Finfox Software and Technology AG through a Swiss subsidiary.

As in the previous year, participations continue to include the shares in NPV Nachfolge Beteiligungen GmbH, Dorsten and MedNation AG, Bonn (ISIN DE0005653604), held by CHAPTERS Group AG. The interest in MedNation AG increased from 20% to 21.49% during the 2025 fiscal year. The investment is recognized at acquisition cost of EUR 2.44 million (previous year: EUR 2.34 million). In the previous year, the position also included the shares in Software Circle plc, Manchester (ISIN GB0009638130), held by CHAPTERS Group AG, recognized at acquisition cost of EUR 17.36 million. During the 2025 fiscal year, CHAPTERS Group AG reduced its shareholding from 29.9% to 9.81%. The remaining shares are recognized at acquisition cost under securities classified as financial assets.

In its role as Group holding company, CHAPTERS Group AG provides the funds required for the acquisition of new operating companies by the platform companies and, to a lesser extent, for financing the build-up of business operations, either in the form of shareholder loans or contributions to the capital reserves of subsidiaries. In connection with the financing of acquisitions of operating companies, a portion of the purchase price is typically financed through debt capital provided by banks.

Where bridge financing is required during the transaction process for the period between the

76 CHAPTERS Group AG - Annual Report 2025 | Management Report 77

acquisition of a company and the provision of external financing, such financing is provided through shareholder loans. Refinancing typically takes place within a few weeks. Interest accruing on the shareholder loans may either be capitalized or paid at the discretion of the subsidiaries. In principle, payment of the interest by the subsidiaries is intended. The bridge loans and capitalized interest are reported in current assets under receivables from affiliated companies and participations. As of December 31, 2025, the total amount was EUR

22.89 million (previous year: EUR 46.31 million). Of this amount, EUR 5.62 million (previous year: EUR 32.35 million) related to shareholder loans granted as part of bridge financing arrangements. Of this amount, EUR 1.08 million had already been repaid after the reporting date. The amount of capitalized interest (including interest from previous years to the extent not yet paid) totaled EUR 13.56 million (previous year: EUR 13.97 million). Of this amount, EUR 2.52 million had already been repaid after the reporting date. The remaining amount of EUR 0.50m in receivables from affiliated companies relates to trade receivables.

Shareholder loans that are not intended to be refi-nanced in the short term but are instead intended to be repaid over the coming years from the operating cash flow of the acquired companies are recognized as loans to affiliated companies and participations under non-current assets due to their long-term nature. Overall, the amount of long-term shareholder loans increased by EUR 17.77 million during the fiscal year to EUR 140.28 million and reflects the investment activity of the platform companies in the 2025 fiscal year.

Other assets amounting to EUR 1.86 million (previous year: EUR 3.77 million) primarily include a bridge loan granted to a co-shareholder.

The cash deposit included in the previous year in connection with the delisting of MedNation AG amounting to EUR 2.11 million was repaid in January 2025, less the amount attributable to the shares

acquired by CHAPTERS Group AG plus proportional costs.

As part of its liquidity management, CHAPTERS Group AG partially invests excess liquidity in securities. Equity investments are measured in accordance with the lower of cost or market principle under German commercial law (§ 253 (3) sentence 5 HGB) at the lower of acquisition cost and market value as of December 31, 2025, whereby a write-down to market value is only recognized if the market value is at least 5% below acquisition cost.

The carrying amount of EUR 14.40 million is significantly below market value. During the 2025 fiscal year, the (convertible) bonds included in previous years were repaid or sold. As of December 31, 2025, the market value of the securities portfolio (excluding the shares in MedNation AG) amounted to EUR 19.34 million (previous year: EUR 8.27 million). Of this amount, EUR 10.51 million related to Software Circle plc.

As of December 31, 2025, in addition to the shares in Software Circle plc, the portfolio consisted of seven further positions, including five individual securities and two funds. Based on market values as of December 31, 2025, the share of the individual positions in the total portfolio (including Software Circle) ranged between 1.3% and 25.07%.

LIQUIDITY POSITION OF CHAPTERS GROUP AG

CHAPTERS Group AG received cash inflows of EUR

16.49 million from the cash capital increase completed in April 2025. As part of the capital increase against contribution in kind in October 2025, a receivable against a direct subsidiary of CHAPTERS Group AG was contributed in kind-the amount was offset against investments in the equity of subsidiaries. Costs relating to both Corporate Actions amounted to approximately EUR 57 thousand. From the issuance of the corporate bond (25/30), CHAPTERS Group AG received total proceeds of EUR 63.92 million, including accrued interest and

net of costs amounting to EUR 1.48 million, excluding the portions subscribed by CHAPTERS Group AG itself.

Together with the net proceeds from the reduction of the securities portfolio, the available capital was used to grant new shareholder loans and provide equity for the acquisition of additional operating Group companies by the platforms, as well as for the repurchase and subsequent full repayment of the perpetual bond.

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