X-fab Silicon Foundries SeEURONEXT: XFAB

Financial Report (X FAB Half Year Report 2025 ENG)

· Issued by X-fab Silicon Foundries Se

2025

INTERIM REPORT


‌Contents

  1. Comments on the condensed consolidated interim financial statements 04

    1. Summary of most important developments 04

    2. Risk factors 05

    3. Board of Directors 06

  2. Condensed consolidated interim financial statements 07

    1. Condensed consolidated statement of profit and loss and other comprehensive income 07

    2. Condensed consolidated statement of financial position 09

    3. Condensed consolidated statement of changes in equity 10

    4. Condensed consolidated statement of cash flows 11

    5. Notes to the condensed consolidated interim financial statements 12

      1. Company information 12

      2. Acquisition of a subsidiary 12

      3. Basis of preparation 13

      4. Summary of material accounting policies 14

      5. New accounting pronouncements 14

      6. Notes 15

        1. Revenue 15

        2. Other income and other expenses 16

        3. Finance income 17

        4. Finance costs 17

        5. Income taxes 17

        6. Earnings per share 18

        7. Property, plant, and equipment 19

        8. Inventories 20

        9. Contract assets 20

        10. Other assets 20

        11. Cash and cash equivalents 21

        12. Equity 21

        13. Loans and borrowings 22

        14. Provisions 23

        15. Other liabilities 24

        16. Notes to the statement of cash flows 24

        17. Segment reporting 25

        18. Financial instruments - fair values and risk management 26

        19. Transactions with related parties 27

        20. Commitments 28

        21. Events after the reporting period 29

  3. Shareholder information 30

  4. Statement of the Board of Directors 30

  5. Statutory auditor's review conclusion on the condensed consolidated interim financial statements 31

List of abbreviations/definitions

CMOS Complementary metal-oxide-semiconductor IC Integrated circuit M-MOS M-MOS Semiconductor Sdn. Bhd. MEMS Micro-electro-mechanical systems MFI X-FAB MEMS Foundry Itzehoe GmbH NRE Non-recurring engineering PCM Process control monitor SiC Silicon carbide X-FAB SE or the Company X-FAB Silicon Foundries SE X-FAB SE Group or the Group X-FAB Silicon Foundries SE together with its subsidiaries X-FAB GmbH X-FAB Semiconductor Foundries GmbH X-FAB GmbH Group X-FAB Semiconductor Foundries GmbH together with its subsidiaries X-FAB Dresden X-FAB Dresden GmbH & Co. KG and X-FAB Dresden Verwaltungs-GmbH X-FAB France X-FAB France SAS X-FAB Texas X-FAB Texas Inc. X-FAB Sarawak X-FAB Sarawak Sdn. Bhd.
  1. ‌Comments on the condensed consolidated interim financial statements

    1. Summary of most important developments

      The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2024.

      Highlights

      In the first half of 2025, total revenue amounted to USD 419,396 thousand (first half of 2024: USD 421,254 thousand), a slight decrease of 0.44% compared to the same period in the previous year.

      Revenue in X-FAB's core business, namely automotive, industrial, and medical, came in at USD 394,275 thousand (first half of 2024: USD 392,675 thousand), an increase of 0.4% compared to the same period in the previous year. X-FAB's core business generated 93.7% of total revenue (first half of 2024: 93.1%).

      Business in the first half of 2025 progressed more favorably than anticipated with strong sequential growth in bookings in the first and second quarter of 2025, pointing to a gradual recovery across all end markets and technologies.

      Among the growth drivers were EV-related automotive applications, power management applications for data centers, and medical-grade contactless temperature sensors. X-FAB's industrial business benefited from

      increased demand following the last-time-buy announcement for some of X-FAB's 150mm CMOS technologies, as well as from revenue generated by prototyping new customer projects.

      The end of the second quarter also marks the completion of X-FAB's three-year program to expand manufacturing capacities across the Group. The main focus in the first half of the year was on equipping the new clean room in Kuching, Malaysia. The expansion of capacity for X-FAB's popular 180nm CMOS processes provides sufficient capacity to serve current and future customer demand, which is key to supporting X-FAB's CMOS and microsystems business going forward.

      Revenue analysis

      in millions of USD

      Half-year ended Dec 31, 2023

      Half-year ended Jun 30, 2024

      Half-year ended Dec 31, 2024

      Half-year ended Jun 30, 2025

      Half-year y-o-y

      growth

      Automotive

      287.1

      277.9

      274.6

      278.8

      0%

      Industrial

      108.0

      87.0

      67.5

      86.6

      -1%

      Medical

      33.4

      27.7

      28.7

      28.9

      4%

      Subtotal core business

      428.5

      92.5%

      392.7

      93.1%

      370.8

      92,5%

      394.3

      93.7%

      0.4%

      1%

      CCC

      34.4

      28.6

      29.4

      25.7

      -10.1%

      Others

      0.3

      0.3

      0.6

      0.6

      121%

      Total*

      463.2

      421.5

      400.8

      420.6

      0%

      *excluding revenues from wafer sales recognized over time

      Business fundamentals are intact and X-FAB remains well positioned for long-term business success. X-FAB 's comprehensive and highly specialized technology portfolio enables innovative solutions to address the major megatrends of our time. The electrification of everything is inevitable in order to move away from fossil fuels and mitigate climate change, driving long-term growth in X-FAB's automotive and industrial businesses.

      Aging and growing populations require technological innovation to make prevention, diagnosis and treatment of disease more efficient, reliable and accessible to an ever-growing number of people. X-FAB's microsystems expertise with the combination of CMOS and MEMS supports the development of world-leading medical applications and fuels the long-term growth of X-FAB's medical business.

      ‌Cost of sales

      Cost of sales includes material expenses such as raw materials, the costs of maintaining fixed assets, depreciation, staff costs, and costs for external services. In 2025 cost of sales decreased by USD 1,196 thousand or 0.4% compared to the first half of 2024, in line with the slight decrease in revenue.

      Research and development expenses

      Research and development expenses amounted to USD 24,450 thousand in the first half of 2025, representing 5.8% of revenue (first half of 2024: USD 22,494 thousand, 5.3% of revenue). The increase of 8.7% (USD 1,956 thousand) compared to the previous year's comparable six-month period is due to higher staff and mask costs. Research and development expenses are presented net of grants in the amount of USD 3,104 thousand, (first half of 2024: USD 2,503 thousand). The Group's research and development activities focus on the development of new fabrication processes, the optimization of existing processes using the Group's key process technologies, and the development of new integrated circuit features in order to meet customers' analog/mixed signal needs.

      General, administrative, and selling expenses

      General and administrative expenses and selling expenses remain on the same level compared to the first half of 2024.

      Net finance costs

      Net finance costs increased by USD 35,607 thousand in the first half of 2025 compared to the first half of previous year due to increased unrealized exchange rate losses on euro-denominated loans and borrowings (USD 30,876 thousand).

      Net income

      The Group recorded a profit for the period for the first half of 2025 of USD 11,810 thousand, compared to a profit of USD 42,880 thousand in the first half of 2024.

      The announcement of third quarter results will take place on October 30, 2025.

    2. Risk factors

      The following risk factors may affect X-FAB's business, financial condition, and results of operations; the list is not exhaustive:

      • Structural trends in the markets for the end-user products produced by X-FAB's customers, or material volatility in demand for these products, may limit X-FAB's ability to maintain or increase sales and profit levels.

      • A global systemic economic or financial crisis, increased political uncertainty, or increased economic protectionism could negatively affect X-FAB.

      • A significant portion of X-FAB's revenue comes from a relatively limited number of customers

      • Due to X-FAB's relatively fixed-cost structure, its ability to grow profitability is dependent on its ability to maintain appropriate utilization levels.

      • X-FAB faces difficulties in forecasting demand and may therefore be unable to match its production capacity to demand.

      • X-FAB may be unsuccessful in its attempts to increase its production capacity and capabilities.

      • ‌X-FAB may not realize all the anticipated benefits from its acquisition of Altis' core business.

      • X-FAB's expectations of an increase in market share by foundries might not occur.

      • X-FAB may face increasing competition.

      • X-FAB may face competitive pricing pressures.

      • X-FAB may face price increases from its suppliers.

      • X-FAB may be subject to penalties if it fails to meet the terms of long-term contracts with customers and suppliers.

      • X-FAB's operations could be disrupted by an unreliable or insufficient power supply.

      • X-FAB is subject to risks associated with currency fluctuations.

      • X-FAB is subject to risks associated with any form of cyber criminality.

    3. Board of Directors

      X-FAB SE's Board of Directors manages the Company in accordance with the principles laid down in the Articles of Association and makes decisions on general policy, including the assessment and approval of strategic plans and budgets, supervision of reports and internal audits, and other tasks assigned by law to the Board of Directors. In accordance with the Belgian Companies and Associations Code, the Board of Directors has appointed Sensinnovat BV, represented by Rudi De Winter, as managing director (CEO), to whom it has delegated its managerial powers with the exception of general policy and all actions that are reserved to the Board of Directors by statutory provisions.

      The CEO is appointed by the Board of Directors for an indefinite period, unless the Board of Directors decides otherwise.

      The directors of the Company at June 30, 2024 were as follows:

      Name Position

      Tan Sri Datuk Amar Dr. Hamid Bin Bugo Chairman of the Board

      Sensinnovat BV Managing Director, CEO (represented by Rudi De Winter)

      Roland Duchâtelet Non-executive director Dato Sri Dr. Wan Lizozman Haji Wan Omar Non-executive director Hans-Jürgen Straub Independent Director

      Aurore NV Independent Director

      (represented by Christine Juliam)

      Christel Verschaeren Independent Director

      Estelle Iacona Independent Director

  2. ‌Condensed consolidated interim financial statements

    1. Condensed consolidated statement of profit and loss and other comprehensive income

      in thousands of U.S. dollars

      Note

      For the six months ended June 30

      2025

      2024

      Revenue

      2.5.6.1/2.5.6.17/

      2.5.6.19

      419,396

      421,254

      Cost of sales

      (324,826)

      (326,022)

      Gross profit

      94,570

      95,232

      Research and development expenses

      (24,450)

      (22,494)

      Selling expenses

      (4,655)

      (4,679)

      General and administrative expenses

      (24,791)

      (24,471)

      Rental income and expenses from investment properties

      1,561

      1,828

      Impairment loss on trade receivables

      (193)

      (60)

      Other income and other expenses

      2.5.6.2

      763

      4,663

      Operating profit

      42,805

      50,019

      Finance income

      2.5.6.3

      26,106

      12,552

      Finance costs

      2.5.6.4

      (50,679)

      (15,072)

      Net finance income/(costs)

      (24,573)

      (2,520)

      Profit before tax

      18,232

      47,499

      Income tax

      2.5.6.5

      (6,422)

      (4,619)

      Profit for the period

      11,810

      42,880

      The accompanying notes are an integral part of these condensed consolidated interim financial statements.

      Condensed consolidated statement of profit and loss and other comprehensive income (continued)

      in thousands of U.S. dollars

      Note

      For the six months ended June 30

      2025

      2024

      Profit for the period

      11,810

      42,880

      Other comprehensive income

      Items that will not be reclassified to profit or loss

      Remeasurement of defined benefit obligation (asset)

      318

      565

      Items that are or may be transferred to profit or loss as follows:

      Foreign currency translation differences for foreign operations

      194

      (334)

      Other comprehensive income/(loss) for the period, net of income tax

      512

      231

      Total comprehensive income for the period

      12,322

      43,111

      Weighted average number of shares outstanding, basic and diluted

      130,631,921

      130,631,921

      Earnings per share

      Basic and diluted (in U.S. dollars)

      2.5.6.6

      0.09

      0.33

      The accompanying notes are an integral part of these condensed consolidated interim financial statements.

    2. ‌Condensed consolidated statement of financial position

      in thousands of U.S. dollars

      Note

      June 30,

      2025

      December 31,

      2024

      ASSETS

      Non-current assets

      Property, plant, and equipment

      2.5.6.7

      1,224,295

      1,144,620

      Investment properties

      7,159

      7,412

      Intangible assets

      6,268

      6,319

      Other assets

      2.5.6.10

      33

      42

      Deferred tax assets

      2.5.6.5

      64,380

      66,725

      Total non-current assets

      1,302,135

      1,225,118

      Current assets

      Inventories

      2.5.6.8

      288,207

      281,765

      Contract assets

      2.5.6.9

      16,880

      18,092

      Trade and other receivables

      2.5.6.19

      111,612

      96,648

      Income tax receivables

      1,449

      1,830

      Other assets

      2.5.6.10

      72,023

      67,423

      Cash and cash equivalents

      2.5.6.11

      157,678

      215,837

      Total current assets

      647,849

      681,595

      Total assets

      1,949,984

      1,906,713

      EQUITY AND LIABILITIES

      Equity

      Share capital

      2.5.6.12

      432,745

      432,745

      Share premium

      2.5.6.12

      348,709

      348,709

      Retained earnings

      253,776

      241,648

      Cumulative translation adjustment

      656

      462

      Treasury shares

      (770)

      (770)

      Total equity

      1,035,116

      1,022,794

      Non-current liabilities

      Loans and borrowings

      2.5.6.13

      418,230

      369,616

      Other liabilities and provisions

      2.5.6.14

      2,725

      4,257

      Total non-current liabilities

      420,955

      373,873

      Current liabilities

      Loans and borrowings

      2.5.6.13

      54,041

      44,517

      Trade payables

      2.5.6.19

      41,780

      67,658

      Income tax payable

      10,546

      7,737

      Provisions

      2.5.6.14

      9,131

      11,978

      Other liabilities

      2.5.6.15

      378,415

      378,157

      Total current liabilities

      493,913

      510,046

      Total equity and liabilities

      1,949,984

      1,906,713

      The accompanying notes are an integral part of these condensed consolidated interim financial statements.

      issued and capital premium earnings tion adjustment shares to owners of the interests
    3. ‌Condensed consolidated statement of changes in equity

      in thousands of

      U.S. dollars

      Shares fully paid

      Share

      Share

      Retained

      Cumulative transla-

      Treasury

      Total attributable

      parent

      Non-controlling

      Total equity

      At December 31, 2023

      130,781,669

      432,745

      348,710

      180,159

      (301)

      (770)

      960,542

      -

      960,542

      Profit for the period

      42,880

      42,880

      42,880

      Remeasurement of defined benefit plans

      565

      565

      565

      Currency translation effect

      (334)

      (334)

      (334)

      Total comprehensive income

      -

      -

      -

      43,445

      (334)

      -

      43,111

      -

      43,111

      Total transactions with owners of the parent

      -

      -

      -

      -

      -

      -

      -

      -

      -

      At June 30, 2024

      130,781,669

      432,745

      348,710

      223,604

      (635)

      (770)

      1,003,653

      -

      1,003,653

      Profit for the period

      18,646

      18,646

      18,646

      Remeasurement of defined benefit plans

      (602)

      (602)

      (602)

      Currency translation effect

      1,097

      1,097

      1,097

      Total comprehensive income

      -

      -

      -

      18,044

      1,097

      -

      19,141

      -

      19,141

      Total transactions with owners of the Company

      -

      -

      -

      -

      -

      -

      -

      -

      -

      At December 31, 2024

      130,781,669

      432,745

      348,710

      241,648

      462

      (770)

      1,022,794

      -

      1,022,794

      Profit for the period

      11,810

      11,810

      11,810

      Remeasurement of defined benefit plans

      318

      318

      318

      Currency translation effect

      194

      194

      194

      Total comprehensive income

      -

      -

      -

      12,128

      194

      -

      12,322

      -

      12,322

      Total transactions with owners of the Company

      -

      -

      -

      -

      -

      -

      -

      -

      -

      At June 30, 2025

      130,781,669

      432,745

      348,710

      253,776

      656

      (770)

      1,035,116

      -

      1,035,116

      The accompanying notes are an integral part of these condensed consolidated interim financial statements.

    4. ‌Condensed consolidated statement of cash flows

      in thousands of U.S. dollars

      Note

      For the six months ended June 30

      2025

      2024

      Cash flow from operating activities:

      Profit for the period

      11,810

      42,880

      Income tax

      6,422

      4,619

      Profit before taxes

      18,232

      47,499

      Reconciliation of net income to cash flow arising from operating activities:

      83,112

      52,705

      Depreciation and amortization, before effect of grants and subsidies

      2.5.6.7

      57,845

      48,792

      Amortization of investment grants and subsidies

      (2,461)

      (1,296)

      Interest income and expenses (net)

      2.5.6.3/

      2.5.6.4

      8,071

      653

      Loss/(gain) on the sale of plant, property and equipment (net)

      (108)

      (3,771)

      Loss/(gain) on the change in fair value of financial assets (net) and derivatives

      (4,160)

      -

      Other non-cash transactions (net)

      2.5.6.16

      23,925

      8,327

      Changes in working capital

      (32,320)

      6,689

      Decrease/(increase) of trade and other receivables

      (15,175)

      18,463

      Decrease/(increase) of other assets

      (85)

      18,830

      Decrease/(increase) of inventories

      (6,442)

      (5,554)

      Decrease/(increase) of contract assets

      1,211

      305

      (Decrease)/increase of trade payables

      (5,198)

      (14,575)

      (Decrease)/increase of other liabilities and provisions

      2.5.6.15

      (6,631)

      (10,780)

      Income taxes (paid)/received

      (1,232)

      (2,668)

      Net cash from operating activities

      67,792

      104,225

      Cash flow from investing activities:

      Payments for property, plant, equipment, and intangible assets

      (155,456)

      (226,789)

      Payments for investments in investment properties

      -

      (84)

      Acquisition of subsidiary, net of cash acquired

      -

      (1,634)

      Proceeds from the sale of property, plant, and equipment

      118

      3,811

      Interest received

      2,186

      6,417

      Net cash used in investing activities

      (153,152)

      (218,279)

      in thousands of U.S. dollars

      Note

      For the six months ended June 30

      2025

      2024

      Cash flow from financing activities:

      Proceeds from loans and borrowings

      2.5.6.13

      50,571

      92,901

      Repayment of loans and borrowings

      2.5.6.13

      (38,551)

      (99,757)

      Receipts from sale and leaseback arrangements

      30,020

      26,469

      Payment of lease liabilities

      (13,277)

      (4,230)

      Interest paid

      (9,668)

      (8,632)

      Net cash from financing activities

      19,095

      6,751

      Effects of changes in foreign currency exchange rates on cash balances

      8,106

      (8,343)

      Net increase/(decrease) of cash and cash equivalents

      (66,265)

      (107,303)

      Cash and cash equivalents at the beginning of the period

      215,837

      405,701

      Cash and cash equivalents at the end of the period

      157,678

      290,055

      ‌The accompanying notes are an integral part of these condensed consolidated interim financial statements.

    5. Notes to the condensed consolidated interim financial statements
      1. Company information

        X-FAB Silicon Foundries SE (hereafter referred to as "X-FAB SE," "the Company," or "the parent Company" and, together with its subsidiaries, as "X-FAB SE Group" or "the Group") is a European limited company (Societas Europaea/SE) registered under the number BE0882.390.885 in Hasselt, Belgium. The Company's registered address is Transportstraat 1, 3980 Tessenderlo-Ham, Belgium.

        The X-FAB SE Group is one of the world's leading pure-play foundry providers specializing in analog/mixed-signal technologies. Analog/mixed-signal products are circuits capable of processing digital as well as analog signals. As a pure-play foundry, the Group develops its own technologies, offering its customers a

        comprehensive range of product development (design support) and production services. The X-FAB SE Group manufactures integrated circuits to customers' designs, supplying these in the form of silicon wafers. For this purpose, X-FAB SE offers special technology modules, cell libraries, and design kits, which allow the Group's customers to develop specific circuits with broad function spectrums and to accelerate their development processes.

        X-FAB SE Group's customers include companies that concentrate on the development of integrated circuits (ICs) and leave their manufacture to others (fabless companies). The Group's customers are primarily in the communication, automotive, consumer, and industrial product sectors, and are located in Europe, the United States, and Asia.

      2. Acquisition of a subsidiary

        On January 1, 2024, the Group acquired the entire share capital of M-MOS Semiconductor Hong Kong Limited (M-MOS), a limited liability company incorporated under the laws of Hong Kong, and its subsidiaries for a consideration of EUR 22,500 thousand (USD 24,863 thousand) payable in cash. M-MOS was acquired from XTRION, a related party.

        M-MOS is a developer of metal-oxide-semiconductor field-effect transistor (MOSFET) process technologies and designs standard and custom devices using MOSFET technologies focusing on selling wafers to its customers. The acquisition was made to generate business synergies in particular in respect of the MOSFET wafer business.

        No acquisition costs were recorded as expenses in the current or previous financial year in respect of the acquisition.

        ‌The fair values of the assets and liabilities determined as at January 1, 2024 exceeded the carrying values recorded by the acquiree by USD 73 thousand and were as follows:

        in thousands of U.S. dollars

        Property, plant, and equipment

        238

        Deferred tax assets

        66

        Inventories

        2,878

        Accounts receivable

        4,483

        Other assets

        4,532

        Cash and cash equivalents

        23,229

        Total assets

        35,426

        Non-current loans and borrowings

        26

        Trade payables

        2,691

        Other current liabilities

        7,712

        Deferred tax liabilities

        134

        Total liabilities

        10,563

        Total identifiable assets and liabilities acquired

        24,863

        The above amounts represent the Group's estimates of the fair values of the assets and liabilities assumed at the acquisition date. No material differences between the carrying amounts and fair market values of the assets and liabilities acquired were identified due to the fact that the assets acquired primarily consisted of cash and cash equivalents and in view of the short-term nature of the receivables and liabilities. No goodwill was recognized as a result of the business combination.

        M-MOS contributed revenues of USD 9,395 thousand and a profit of USD 1,287 thousand) to the Group results in the first half of the financial year 2025 (first half of the financial year 2024: revenues of USD 8,796 thousand and a profit of USD 1,152 thousand).

      3. Basis of preparation Statement of compliance

        These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting as endorsed by the European Union. They do not include all of the information required for full annual financial statements and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended December 31, 2024.

        The condensed consolidated interim financial statements of X-FAB SE Group were authorized for issue in accordance with a resolution of the directors on August 28, 2025.

        ‌Use of estimates and judgements

        In preparing these condensed consolidated interim financial statements, management has made judgments, assumptions, and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

        Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

        The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2024.

        Measurement of fair values

        A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

        If third-party information is used to measure fair values, the evidence obtained from third parties is assessed to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.

        When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible.

        Fair values are classified into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

        Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

        Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.

        Level 3: techniques that use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

        If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

        The Group measures transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

      4. Summary of material accounting policies

        The accounting policies applied are consistent with those applied in the annual consolidated financial statements ended December 31, 2024.

      5. New accounting pronouncements

        Amendments to standards effective for the period beginning on January 1, 2025

        The following amendments to IFRS standards, which are effective for annual periods beginning on or before January 1, 2025, have been applied by the Group for the first time in preparing these condensed consolidated interim financial statements.

        Standard/interpretation

        Effective date: effective for annual periods beginning

        on or after

        Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability

        January 1, 2025

        ‌The amendments to standards did not have any effect on the condensed consolidated interim financial statements of the X-FAB SE Group.

        New standards and interpretations not yet effective

        A number of new standards, amendments to standards, and interpretations are not yet effective for the year ending December 31, 2025, and have not been applied in preparing these condensed consolidated interim financial statements:

        Standard/interpretation

        Effective date: effective for annual periods beginning

        on or after

        Annual Improvements Volume 11

        January 1, 2026

        Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

        January 1, 2026

        Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

        January 1, 2026

        IFRS 18 Presentation and Disclosure in Financial Statements*

        January 1, 2027

        IFRS 19 Subsidiaries without Public Accountability: Disclosures*

        January 1, 2027

        *Not yet endorsed by the EU

        Earlier application of these standards is permitted; however, the Group has not early-adopted the new or amended standards which are applicable to future periods in preparing these condensed consolidated interim financial statements.

        The Group is still in the process of assessing the impact of the new standard IFRS 18, particularly with respect to the structure of the Group's statement of profit or loss, the statement of cash flows, additional disclosures required, and how information is grouped in the (interim) financial statements.

      6. Notes

        1. Revenue

          Revenue comprises the following:

          in thousands of U.S. dollars

          For the six months ended June 30

          2025

          2024

          Gross revenue PCM wafer

          390,273

          378,274

          Gross revenue NRE and technology services

          39,608

          46,532

          Impact from PCM wafer revenue recognized over time

          (1,211)

          (305)

          Other revenue

          3

          6

          Discounts and warranty credits

          (9,277)

          (3,253)

          Total

          419,396

          421,254

          In the first half of 2025 there was a downward adjustment of USD 1,211 thousand to report recognized for sales made in 2025 based on the recognition over time basis in accordance with IFRS 15 compared to the amounts recognized based on the date the wafers were delivered. In contrast, in the same period of the previous year the adjustment of revenue recognition to reflect the sale of PCM wafers over time resulted in a decrease in revenues recognized of USD 0.3 million. The Group reports revenues from wafer sales which are recognized over time in compliance with IFRS 15 Revenue from Contracts with Customers. For transparency purposes, the Group also reports revenue from PCM wafer sales based on recognizing the associated revenues at the specific point in time when the wafers are delivered to the customer as well as the amount of the reconciling item between the revenue recognized on the over time basis and the revenue recognized on the basis of the delivery of the wafers.

          ‌Revenue for wafer sales recognized over time represents the Group's rights to consideration for work completed but not invoiced at the reporting date on wafer sales under long-term contracts which meet the criteria for revenue recognition over time.

          The Group has recognized no revenues of variable consideration from customers in respect of shortfalls of orders from customers in the first half of the financial year 2025 (2024: none) as, at the current time, it is anticipated that all customer orders will be supplied to customers in full without any shortfalls.

          Revenue from NRE and technology services is recognized over time, based on milestones that are a reasonable approximation of the progress to complete the performance obligation.

        2. Other income and other expenses

          Other income comprises the following:

          in thousands of U.S. dollars

          For the six months ended June 30

          2025

          2024

          Income from recharges

          557

          1,696

          Income from sales of materials

          337

          33

          Income from other admin services/cost sharing

          282

          230

          Gains on disposals of property, plant, and equipment

          118

          3,772

          Income other periods

          80

          212

          Other

          345

          304

          Total

          1,719

          6,247

          Gains on disposal of fixed assets in the prior year relate to sales of tools which are not needed any longer due to changes in technology and production portfolios.

          Other expenses comprise the following:

          in thousands of U.S. dollars

          For the six months ended June 30

          2025

          2024

          Expenses from recharges

          (557)

          (1,696)

          Expenses prior periods

          (124)

          (98)

          Losses on disposal of property, plant, and equipment

          (10)

          (1)

          Other

          (265)

          211

          Total

          (956)

          (1,584)

        3. ‌Finance income

          Finance income comprises the following:

          in thousands of U.S. dollars

          For the six months ended June 30

          2025

          2024

          Interest on financial assets measured at amortized cost:

          Interest on cash and cash equivalents

          2,186

          6,473

          Change in fair value of financial assets and liabilities at fair value through profit or loss:

          Change in fair value of derivative financial instruments

          4,160

          -

          Other:

          Income from exchange rate differences

          19,760

          6,080

          Total

          26,106

          12,553

          Income from exchange rate differences includes unrealized exchange rate gains (net of expenses) of USD 974 thousand (2024 loss of: USD 4,272 thousand) resulting from the translation of cash balances

          denominated in Malaysian ringgit and of USD 7,131 thousand (2024: USD 3,421 thousand) from cash balances denominated in euros.

        4. Finance costs

          Finance costs comprise the following:

          in thousands of U.S. dollars

          For the six months ended June 30

          2025

          2024

          Interest on financial liabilities measured at amortized cost:

          Loans and borrowings

          (9,850)

          (6,494)

          Other interest

          (407)

          (632)

          Other :

          Expenses from exchange rate differences

          (40,421)

          (7,946)

          Total

          (50,678)

          (15,072)

          Exchange rate expenses include realized and unrealized exchange rate losses of USD 30,876 thousand (2024: income of USD 4,272 thousand) on euro-denominated loans and borrowings.

        5. Income taxes

          Income tax expense is recognized at an amount determined by multiplying the profit before tax for the interim reporting period by the expected effective tax rate of the year.

          ‌The income tax expense comprised the following:

          in thousands of U.S. dollars

          For the six months ended June 30

          2025

          2024

          Current taxes:

          Actual income tax charge for the period

          (4,025)

          (3,658)

          Adjustment of prior years' tax charges

          (16)

          (304)

          (4,041)

          (3,962)

          Deferred taxes

          (2,381)

          (657)

          Total

          (6,422)

          (4,619)

          Changes in recognized deferred tax assets resulted in a decrease of deferred tax assets of USD 2,345 thousand (2024: a decrease of USD 599 thousand). The decrease in deferred tax assets is primarily due to the derecognition of previously recognized deferred tax assets on timing differences arising on property, plant, and equipment of X-FAB Sarawak amounting to USD 2,586 thousand (2024: derecognition of USD 594 thousand) to reflect the current estimate of realizable deferred taxes on reversals of timing differences based on the Group's updated business planning.

          The assumptions made and the method applied to calculate deferred taxes were consistent with the methods used at December 31, 2024. The actual income tax expense for the period primarily consists of accruals made for income taxes for the year to be paid in Malaysia, France, and Germany.

          Belgium, the jurisdiction where the "ultimate parent entity" (i.e. X-FAB Silicon Foundries SE) of the X-FAB group is located, formally adopted the Pillar Two (Global Minimum Tax) legislation in December 2023, effective from 2024 onwards (i.e. for financial years starting on or after December 31, 2023). Up to and including the financial year starting on January 1, 2025, the X-FAB Group did not yet meet the criteria to be subject to the Pillar Two legislation. However, as from the financial year starting on January 1, 2026, the X-FAB Group expects to fall within the scope of this legislation. The X-FAB Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax (if any) and will account for such top-up tax as a current tax when it is incurred.

        6. Earnings per share

          The earnings per share is calculated by dividing the profit for the period attributable to the ordinary shareholders (as reported in the condensed interim statement of profit and loss and other comprehensive income) by the weighted average number of shares in issue during the period.

          There were 130,781,669 shares in issue at January 1 and June 30 in both periods, and the weighted average number of ordinary shares outstanding was 130,631,921 in both periods.

          There are no diluting effects on the earnings per share in the current or previous period.

        7. ‌Property, plant, and equipment

          in thousands of U.S. dollars

          Land

          Buildings

          Technical machinery and equipment

          Factory and office equipment

          Assets under construction

          Total

          Net book value January 1, 2025

          14,078

          49,581

          440,158

          7,105

          633,696

          1,144,618

          Accumulated historical cost January 1, 2025

          14,360

          134,731

          1,503,433

          38,930

          633,696

          2,325,150

          Additions

          -

          1,019

          9,288

          175

          123,471

          133,953

          Disposals

          -

          -

          (6,415)

          (255)

          -

          (6,670)

          Reclassifications

          -

          5,746

          38,945

          517

          (45,019)

          189

          Effect of changes in exchange rates

          -

          -

          -

          -

          -

          -

          Changes in consolidation

          -

          -

          -

          -

          -

          -

          Accumulated historical cost June 30, 2025

          14,360

          141,496

          1,545,251

          39,367

          712,148

          2,452,622

          Accumulated depreciation January 1, 2025

          (282)

          (85,150)

          (1,063,275)

          (31,825)

          -

          (1,180,532)

          Additions

          (18)

          (2,204)

          (50,403)

          (1,644)

          -

          (54,269)

          Disposals

          -

          -

          6,406

          255

          -

          6,661

          Reclassifications

          -

          -

          (187)

          -

          -

          (187)

          Effect of changes in exchange rates

          -

          -

          -

          -

          -

          -

          Accumulated depreciation June 30, 2025

          (300)

          (87,354)

          (1,107,459)

          (33,214)

          -

          (1,228,327)

          Net book value June 30, 2025

          14,060

          54,142

          437,792

          6,153

          712,148

          1,224,295

          Assets under construction contain purchases of technical machinery and equipment in all X-FAB sites as a result of its group-wide capacity expansion program. This three-year program was completed in the second quarter of 2025.

          In the first half of 2025, the Group received USD 0 thousand investment tax credits within the U.S. related to the acquisition of qualifying assets (2024: USD 10,195 thousand). The acquisition costs of technical equipment have been reduced accordingly.

          The carrying values of right-of-use assets presented as property, plant and equipment were as follows:

          in thousands of U.S. dollars

          2025

          2024

          Net book value January 1

          39,323

          17,588

          Additions

          337

          1,027

          Depreciation

          (2,486)

          (3,690)

          Reclassifications

          13

          18,210

          Effects of changes in currency exchange rates

          -

          26

          Net book value Dec 31

          37,187

          33,161

          ‌In 2025, the Group entered into a sale and leaseback transaction under which machinery was sold at book value and leased back. The contractual arrangements include a purchase option to buy the underlying asset at a price that is expected to be sufficiently lower than the expected fair value of the underlying asset on the date at which the option becomes exercisable. The Group continues to be able to direct the use of the assets and obtain substantially all of the remaining benefits from their use. Accordingly, the transaction was wholly recognized as a financing arrangement and no sale or gain or loss is recognized on the transaction. A similar sale and leaseback transaction with a net book value of USD 17,830,000 that was entered into in 2024 was excluded from the beginning balance as of January 1, 2025.

        8. Inventories

          The increase in raw materials and supplies and work in progress resulted from the build-up of inventories to secure the material supplies required to meet anticipated higher output levels resulting from the overall increase in business activity. Inventories for the manufacture of wafers under contracts for which sales are recognized over time are not recognized in work in process; instead they are recorded as an expense within cost of sales with the associated rights to consideration for work completed but not invoiced at the reporting date recognized within contract assets (note 2.5.6.9 below).

          Allowances of USD 602 thousand (2024: USD 55 thousand) have been recorded against inventories and recognized as an expense in the period.

        9. Contract assets

          The contract assets relate to the Group's rights to consideration for work completed but not invoiced at the reporting date on wafer sales recognized over time. No impairment charges have been recognized on contract assets. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer.

        10. Other assets

          Other assets comprise the following:

          in thousands of U.S. dollars

          June 30, 2025

          December 31, 2024

          R&D grants receivable

          35,287

          26,795

          Prepaid expenses

          16,197

          17,538

          Investment grants and subsidies receivable

          9,844

          9,890

          Derivatives

          4,160

          -

          Receivables from energy surcharges

          2,781

          5,706

          Taxes (other)

          2,381

          6,337

          Deposits

          565

          483

          Other

          808

          674

          Total

          72,023

          67,423

          Prepaid expenses primarily relate to prepayments made for raw materials such as raw wafers.

          Research and development grants receivable at June 30, 2025 include research and development tax credits and competitiveness and employment tax credits totaling USD 18,430 thousand attributable to X-FAB France (December 31, 2024: USD 13,440 thousand).

          Derivatives presented within other assets represent the fair value of two currency forward contracts (derivatives) which provide for the sale, in exchange for euros, of USD 60 million at December 31, 2025 which correspond to the amounts of loan repayments payable in euros at December 31, 2025. There was no acquisition cost associated with these instruments. The changes in the fair value of these currency forward contracts are intended to offset the currency gains or losses on exchange associated with those euro denominated loan repayments. The Group does not apply hedge accounting. Accordingly, the change in fair value of the derivatives is presented in the consolidated statement of profit and loss as finance income (2025: USD 4,160 thousand; 2024: USD 0 thousand).

          Other taxes primarily relate to VAT receivables.

        11. ‌Cash and cash equivalents

          Cash and cash equivalents comprise the following:

          in thousands of U.S. dollars

          June 30, 2025

          December 31, 2024

          Cash and bank balances

          109,654

          153,164

          Restricted cash

          2,668

          4,189

          Term deposits

          45,356

          58,484

          Total

          157,678

          215,837

          An analysis of the movements of cash and cash equivalents is reported in the statement of cash flows.

        12. Equity

          Share capital

          X-FAB Silicon Foundries SE had 130,781,669 fully paid-in shares in issue throughout the reporting period for the first six months of the current and the comparative period.

          Share premium

          The share premium of X-FAB Silicon Foundries SE amounts to EUR 348,709 thousand (December 31, 2024: USD 348,709 thousand).

          Retained earnings

          Retained earnings represent the accumulated profits and losses of the Group together with the accumulated balance of the remeasurement of the Group's post-employment defined benefit plans.

          Cumulative translation adjustment

          The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations that have functional currencies other than USD.

          Treasury shares

          At June 30, 2025 and December 31, 2024 the Group held 149,748 treasury shares (after the 2017 share split) of X FAB Silicon Foundries SE held by its fully-owned subsidiary X-FAB GmbH. Based on the purchase price of EUR 11.25 per share (before the 2017 share split), the treasury shares reduced the equity capital of the parent company by USD 770 thousand (December 31, 2024: USD 770 thousand).

        13. ‌Loans and borrowings

          The carrying amounts of the Group's loans and borrowings are shown in the following table:

          in thousands of U.S. dollars

          June 30, 2025

          December 31, 2024

          Bank loans and overdrafts

          Fixed interest bank loans denominated in EUR

          62,089

          64,142

          Maturity: 2025-2029

          Interest rates: 0.9%-4.27%

          Repayments in monthly or quarterly installments

          Fixed interest bank loans denominated in USD

          494

          530

          Maturity: 2025-2028

          Interest rates: 8.25%-8.5%

          Repayments in monthly installments/at the maturity date

          Variable interest bank loans denominated in EUR

          25,818

          26,110

          Maturity: 2029

          Interest rates: EURIBOR + 0.95%

          Repayments in monthly or quarterly installments

          Variable interest Revolving Credit Facility denominated in USD

          143,516

          143,231

          Maturity: 2026

          Interest rates: SOFR + 1.67%

          Repayment on maturity

          Variable interest Revolving Credit Facility denominated in USD

          20,000

          -

          Maturity: 2029

          Interest rates: SOFR + 1.7%

          Repayment on maturity

          Variable interest Revolving Credit Facility denominated in EUR

          66,713

          75,197

          Maturity: 2026

          Interest rates: EURIBOR + 1.0%

          Repayment on maturity

          Variable interest Revolving Credit Facility denominated in EUR

          27,109

          6,825

          Maturity: 2029

          Interest rates: EURIBOR + 1.35%

          Repayment on maturity

          in thousands of U.S. dollars

          June 30, 2025

          December 31, 2024

          Leasing arrangements

          Leasing liabilities denominated in EUR

          92,092

          62,360

          Maturity: 2025-2034

          Interest rates: 0.15-4.67%; 3M EURIBOR + 1.0%

          Repayment in monthly installments

          Leasing liabilities denominated in USD

          8,165

          8,376

          Maturity: 2025-2038

          Interest rates: 3.32%

          Repayment in monthly installments

          Leasing liabilities denominated in MYR

          26,275

          27,362

          Maturity: 2025-2034

          Interest rates: 4.66%

          Repayment in monthly installments

          Total

          472,271

          414,133

          Current loans and borrowings

          54,041

          44,517

          Non-current loans and borrowings

          418,230

          369,616

          ‌Variable interest bank loans include loans amounting to USD 162,000 thousand and EUR 82,000 thousand (December 31, 2024: USD 142,000 thousand and EUR 78,500 thousand) under the Group's two

          EUR 200,000,000 multicurrency revolving facility agreements ("the facilities") entered into between the parent company and its principal subsidiaries and a syndicate of eight international banks on December 1, 2021 and August 1, 2024 respectively. Both credit facilities are for a five-year period until December 2026 and

          July 2029 respectively, with an option for X-FAB to request an extension of the facility's maturity date for a further year until December 2027 and July 2030 respectively. The options are exercisable not earlier than 90 days prior to and not 45 days later than prior to the respective initial termination dates.

          The movement in loans and borrowings includes income for realized and unrealized exchange rate losses of USD 30,876 thousand (2024: gains of USD 4,272 thousand) resulting from the effect of changes on exchange rates of euro-denominated loans. Loans and lease obligations totaling USD 51,828 thousand

          (2024: USD 103,987 thousand) have been repaid in the first six months of 2025.

          Leasing liabilities denominated in euro include liabilities from sale and leaseback in the amount of USD 83,279 thousand (2024: USD 57,732 thousand). Regarding new sale and leaseback transactions reference is made to note 2.5.6.7.

        14. Provisions

          The movements on provisions during the period were as follows:

          in thousands of U.S. dollars

          Warranty provisions

          Employee provisions

          Other

          Total

          January 1, 2025

          11,484

          416

          132

          12,032

          Provided for

          1,953

          -

          351

          2,304

          Utilized

          (5,399)

          (14)

          -

          (5,413)

          Released

          -

          (1)

          -

          (1)

          Effect of changes in exchange rates

          147

          10

          52

          209

          June 30, 2025

          8,185

          411

          535

          9,131

          ‌Provisions primarily relate to warranties. Warranty provisions are estimated based on the Group's experience of past claim rates and knowledge of current claims together with an assessment of rectification costs.

        15. Other liabilities

          Other current liabilities comprise the following:

          in thousands of U.S. dollars

          June 30, 2025

          December 31, 2024

          Accrued liabilities

          29,008

          29,968

          For trade payables

          28,108

          28,048

          Royalties

          404

          622

          Sales commission

          530

          481

          Staff association

          116

          588

          Other

          102

          229

          Advances received

          321,221

          323,915

          Deferred income

          1,838

          814

          Employee-related liabilities

          26,096

          23,458

          Wages

          4,433

          2,078

          Earned holiday entitlement, incentives

          13,968

          15,758

          Payroll taxes

          3,265

          1,310

          Social security costs

          4,430

          4,312

          Other

          -

          2

          Total

          378,415

          378,157

          Advances received relate to prepayments from customers for future wafer sales of USD 28,644 thousand (December 31, 2024: USD 40,718 thousand) and capacity reservation deposits received under long-term agreements concluded with customers of USD 292,577 thousand (December 31, 2024: USD 283,197 thousand). These amounts represent contract liabilities as defined in IFRS 15 and, depending on the respective agreements with the customer, will be settled by offsetting advances received against deliveries of wafers made or by repayment of the respective capacity reservation deposit periods.

          All prepayments from customers for future wafer sales and capacity reservation deposits are recorded as current or non-current based on the usual classification principles, i.e., items that are settled within the normal operating cycle are classified as current, even if they are expected to be settled after twelve months.

          However, the Group expects prepayments from customers for future wafer sales and capacity reservation deposits totaling USD 177,392 thousand to be settled after more than twelve months (December 31, 2024: USD 225,311 thousand).

        16. Notes to the statement of cash flows

          Cash flows from operating activities in the first half of the financial year 2025 and 2024 include significant amounts of receipts of prepayments from customers for the future supply of wafers and receipts and repayments of capacity reservation deposits received under long-term agreements concluded with customers.

          The amounts of prepayments from customers and capacity reservation deposits carried forward for offsetting against trade accounts receivable or for repayment to customers are disclosed within other current liabilities as reported in note 2.5.6.15.

          ‌Non-cash transactions include currency effects from exchange rate differences of USD 20,661 thousand (2024:1,866 thousand) and increases in provisions of USD 2,303 thousand (2024: USD 4,039 thousand).

        17. Segment reporting

          The following table shows an analysis of revenue based on the customer's billing location for the reporting period:

          in thousands of U.S. dollars

          For the six months ended June 30

          2025

          2024

          Europe

          282,449

          284,115

          Belgium

          185,578

          187,453

          Germany

          50,786

          44,882

          United Kingdom

          20,409

          30,905

          Austria

          6,447

          8,057

          Switzerland

          5,177

          3,210

          France

          5,841

          2,981

          Sweden

          2,341

          1,086

          Other

          1,854

          1,197

          Netherland

          1,386

          1,232

          Denmark

          938

          1,118

          Finland

          879

          385

          Ireland

          813

          1,609

          Asia

          100,579

          92,469

          China

          50,514

          54,449

          Japan

          26,576

          15,245

          Singapore

          7,104

          5,767

          Thailand

          5,071

          10,003

          Taiwan

          4,194

          2,617

          South Korea

          3,890

          3,811

          New Zealand

          1,567

          233

          Malaysia

          1,218

          -

          Other

          445

          344

          United States of America

          35,621

          44,267

          Rest of the world

          747

          403

          Total

          419,396

          421,254

        18. ‌Financial instruments - fair values and risk management

          Financial instruments measured at amortized cost

          The carrying amount of cash and cash equivalents, bank overdrafts, trade and other receivables, and trade payables approximates their fair value due to the short-term maturity of these financial instruments.

          The fair value of the Group's non-current liabilities is based on their present values calculated by discounting future cash flows at current rates of interest available for debt with the same maturity profile.

          The Group's principal financial instruments not carried at fair value are cash and cash equivalents, trade receivables, other current assets, other non-current assets, trade and other payables, bank overdrafts, and long-term borrowings.

          Financial instruments measured at fair value

          Financial assets and liabilities accounted for at fair value through profit or loss

          As described in 2.5.6.10, the Group has entered into two currency forward contracts (derivatives) which provide for the sale, in exchange for euros, of USD 60 million at December 31, 2025 which correspond to the amounts of two loan repayments payable in euros at December 31, 2025. There was no acquisition cost associated with these instruments. The changes in the fair value of these currency forward contracts, are intended to offset the currency gains or losses on exchange associated with those euro denominated loan repayments. The fair value of the derivatives is presented in the consolidated statement of profit and loss as finance income (2025: USD 4,160 thousand; 2024: USD 0 thousand). The fair values of the foreign currency forward contracts are determined by reference to the forward rates of the respective currency amounts over the life of the contract, discounted to the present value.

          The Group held no financial instruments measured at fair value in the previous financial year and did not make use of forward foreign exchange or interest rate swaps in the current or previous reporting period.

          There have been no transfers of assets or liabilities between levels of the fair value hierarchy in the current or previous year.

          Accounting classifications and fair values

          The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

          in thousands of U.S. dollars

          Carrying amount

          Fair value

          Total

          Level 1

          Level 2

          Level 3

          Total

          June 30, 2025

          Financial assets measured at amortized cost

          Trade and other receivables

          107,452

          Derivatives

          4,160

          4,160

          Cash and cash equivalents

          157,678

          Financial liabilities measured at amortized cost

          Trade payables

          (41,780)

          Bank loans, overdrafts, and lease liabilities

          (472,271)

          -

          (475,651)

          -

          (475,651)

          in thousands of U.S. dollars

          Carrying amount

          Fair value

          Total

          Level 1

          Level 2

          Level 3

          Total

          December 31, 2024

          Financial assets measured at amortized cost

          Trade and other receivables

          108,980

          Cash and cash equivalents

          290,054

          Financial liabilities measured at amortized cost

          Trade payables

          (55,103)

          Bank loans, overdrafts, and lease liabilities

          (270,876)

          -

          (270,528)

          -

          (270,528)

          ‌Management of risks arising from financial instruments

          There have been no significant changes to the Group's financial risk management objectives or in the nature and extent of risks arising from financial instruments described in the consolidated financial statements for the year ended December 31, 2024.

          There has been no significant effect on the carrying value or fair values of financial instruments arising from the Russia-Ukraine war.

        19. Transactions with related parties

          Transactions with shareholders and their subsidiaries

          As part of its normal business activities, the Group undertakes transactions with entities in the XTRION Group, a group of companies controlled by XTRION NV, which holds equity stakes in a range of portfolio companies in the semiconductor industry which include X-Display and X-Celeprint and their subsidiaries. XTRION NV and the companies controlled by it are related parties of X-FAB SE due to the fact that XTRION NV is controlled by Sensinnovat BV.

          Acquisition of a subsidiary

          On January 1, 2024, the Group acquired the entire share capital of M-MOS Semiconductor Hong Kong Limited (M MOS), a limited liability company incorporated under the laws of Hong Kong, and its subsidiaries for a consideration of EUR 22,500 thousand (USD 24,863 thousand) payable in cash from XTRION, a related party. Details of this transaction are provided in note 2.5.2.

          The tables below show the balances with shareholders and their subsidiaries included in the condensed consolidated statement of financial position.

          in thousands of U.S. dollars

          June 30, 2025

          December 31, 2024

          Trade accounts receivable due from X-Celeprint

          -

          32

          Trade accounts receivable due from X Display Company Technology

          -

          140

          Total

          -

          172

          in thousands of U.S. dollars

          June 30, 2025

          December 31, 2024

          Other

          -

          18

          Total

          -

          18

          ‌Sales and other income comprise the following:

          in thousands of U.S. dollars

          For the six months ended June 30

          2025

          2024

          Sales to X-Display Company

          196

          205

          Other income X-Display Company

          -

          11

          Total

          196

          216

          Purchases, expenses, and other transactions recorded with shareholders and their subsidiaries were as follows:

          in thousands of U.S. dollars

          For the six months ended June 30

          2025

          2024

          Services provided from Elex

          -

          17

          Services purchased from X-Celeprint

          10

          19

          Total

          10

          36

          Transactions with management

          No significant transactions with the Board of Directors or management occurred in the reporting period. Remuneration of directors and other persons with key management positions:

          in thousands of U.S. dollars

          For the six months ended June 30

          2025

          2024

          Short-term employee benefits

          734

          755

          Short-term employee benefits for members of management that are not on the payroll of the Company (CEO, CFO and COO)

          687

          496

          Directors' compensation

          86

          70

          Total

          1,507

          1,321

        20. Commitments

          Purchase commitments comprise the following:

          in thousands of U.S. dollars

          June 30, 2025

          December 31, 2024

          Purchase commitments for:

          Property, plant, and equipment

          90,887

          167,821

          Intangible assets

          1,074

          34

          Investment property

          473

          -

          Material and services

          4,265

          4,503

          Total

          96,699

          172,358

          Purchase commitments primarily refer to purchase orders placed for investments in technical machinery to expand the Group's production capacity.

        21. ‌Events after the reporting period

          There have been no reportable events subsequent to the reporting date. Tessenderlo, August 28, 2025

          Managing Director, CEO



          Sensinnovat BV

          Represented by Rudi De Winter CEO

  3. ‌Shareholder information

    The following table describes the structure of shareholdings in X-FAB Silicon Foundries SE at June 30, 2025:

    Company

    Number of shares

    % of total

    Elex NV

    32,672,778

    25.0%

    Sensinnovat BV

    32,572,329

    24.9%

    Sarawak Technology Holdings Sdn. Bhd.

    14,948,655

    11.4%

    Public

    50,587,907

    38.7%

    Total

    130,781,669

    100%

  4. Statement of the Board of Directors

The Board of Directors certifies, on behalf and for the account of the Company, that to their knowledge,

  • the condensed consolidated interim financial statements which have been prepared in accordance with IFRS as adopted by the EU give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company and the entities included in the consolidation as a whole; and

  • the interim management's discussion and analysis provides a fair overview of the important events and major transactions of the issuer which occurred during the first six months of the financial year, their impact on the set of condensed consolidated interim financial statements, and a description of the main risks and uncertainties which the issuer is exposed to.