H2APEX Group SCA

ANNUAL REPORT 2024

002

CONTENTS

H2APEX Group Management Report

003

H2APEX Group Consolidated Financial Statements

048

H2APEX Group SCA Management Report

126

H2APEX Group SCA Annual Accounts 31 December 2024

131

003

H2APEX GROUP SCA

(UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA”)

GROUP

MANAGEMENT

REPORT

004

FUNDAMENTAL INFORMATION ABOUT THE GROUP .................................................................. 5

1.1.

STRUCTURE & REPORTING............................................................................................................... 5

1.2.

THE GROUP’S BUSINESS MODEL .................................................................................................... 6

1.3.

BRANCHES ........................................................................................................................................... 8

1.4.

OBJECTIVES AND STRATEGIES ....................................................................................................... 8

1.5.

INTERNAL MANAGEMENT SYSTEM ............................................................................................ 10

1.6.

RESEARCH AND DEVELOPMENT (“R&D”) .................................................................................... 11

FUNDAMENTALS OF H2APEX SHARES........................................................................................ 12

REPORT ON ECONOMIC POSITION ............................................................................................... 13

3.1.

MACROECONOMIC AND SECTOR-SPECIFIC ENVIRONMENT.................................................. 13

3.2.

COURSE OF BUSINESS..................................................................................................................... 17

3.3.

RESULT OF OPERATIONS, FINANCIAL POSITION AND NET ASSETS..................................... 17

3.3.1. RESULT OF OPERATIONS ................................................................................................................ 17

3.3.2. FINANCIAL POSITION....................................................................................................................... 19

3.3.3. NET ASSETS.......................................................................................................................................20

3.4.

FINANCIAL AND NON-FINANCIAL KEY PERFORMANCE INDICATORS .................................. 21

REPORT ON EXPECTED DEVELOPMENTS AND ON OPPRTUNITIES AND RISKS................. 22

4.1.

REPORT ON EXPECTED DEVELOPMENTS...................................................................................22

4.2.

RISK REPORT .....................................................................................................................................23

4.2.1. RISKS ...................................................................................................................................................23

4.2.2. RISK MANAGEMENT SYSTEM........................................................................................................28

4.3.

REPORT ON OPPORTUNITIES ........................................................................................................29

INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT SYSTEM RELEVANT

FOR THE CONSOLIDATED FINANCIAL REPORTING PROCESS................................................ 31

SUSTAINABILITY ...............................................................................................................................32

CORPORATE GOVERNANCE STATEMENT ...................................................................................40

LUXEMBOURG LAW ON TAKEOVER BIDS..................................................................................... 41

005

H2APEX GROUP MANAGEMENT REPORT

MAKING

GREEN HYDROGEN

ACCESSIBLE

1. FUNDAMENTAL

On 18 January 2024, the shareholders of the

INFORMATION ABOUT

Company decided at an extraordinary general

THE GROUP

meeting (EGM) to rename exceet Group SCA into

H2APEX Group SCA. With the renaming a com-

mon branding with APEX Group was ﬁnalized.

1.1. STRUCTURE &

REPORTING

H2APEX Group SCA is managed by H2APEX

Management S.à r.l. (until 18 January 2024

H2APEX Group SCA (until 18 January 2024: “ex-

“exceet Management S.à r.l.”, and hereafter the

ceet Group SCA” and hereafter the “Company”) is

“General Partner”), a private limited liability com-

a corporate partnership limited by shares (société

pany under the law of Luxembourg (société à

en commandite par actions), duly incorporated

responsabilité limitée (S.à r.l.)), the shares in which

under Luxembourg law and listed on the regulated

are held indirectly by the founders of the Active

market of the Frankfurt Stock Exchange (WKN:

Ownership Group (AOC), i.e. Florian Schuhbauer

A0YF5P / ISIN: LU0472835155) in the Prime

and Klaus Röhrig (50% each).

Standard segment. Since the reverse acquisition

with APEX Nova Holding GmbH dated 19 Janu-

The H2APEX Group SCA Group (hereafter the

ary 2023, the investment focus is on developing

“Group” or “H2APEX”) currently consists of 15

projects for the decentralized supply of green

consolidated companies.

hydrogen. H2APEX Group SCA and its subsidiaries

are acting as a leading developer, manufacturer

and operator of green hydrogen plants for the de-

carbonization of the industry and infrastructure.

Holding Company

H2APEX Group SCA

Operational

Grevenmacher

(Luxembourg)

Company

Property Company

RLG Holding GmbH

APEX Nova Holding

GmbH

Frankfurt

(Germany)

Laage

(Germany)

RLG GmbH & Co. KG

APEX Capital GmbH

HydroExceed GmbH

AKROS Energy GmbH

APEX Energy GmbH

GHS 1 GmbH

GHS 2 GmbH

GHS 3 GmbH

GHS 4 GmbH

Laage

Rostock

Laage

(Germany)

Northern Hydrogen

Nuventura GmbH

HYSENC

Plant Engineering

Properties GmbH

Entwicklungs-

GmbH

Berlin

gesellschaft mbH

Laage

(Germany)

Leutesdorf

(Germany)

Laage

(Germany)

006

H2APEX GROUP MANAGEMENT REPORT

With the merger agreement between the Com-

including reconversion to electricity in a fuel

pany and APEX, the accounting policies of the

cell, a combined heat and power unit, refueling

Group continued. According IFRS 10, the trans-

infrastructure for different types of vehicles and a

action has been recorded as “reverse acquisi-

trailer ﬁlling station for the transport of hydrogen.

tion”. For accounting purposes, APEX Group was

With regards to this pioneer project, the Group is

determined to be the economic acquirer in this

concluding offtake agreements with customers.

“reverse acquisition”. Consequently, as from Janu- H2APEX believes that upon start of operations

ary 2023, these consolidated ﬁnancial statements in test mode at its green hydrogen plant in

of the Company represent the continuation of the

May 2021, this was one of the ﬁrst projects of

consolidated ﬁnancial statements of APEX Nova

this type in Europe, and the Group has gained

Holding GmbH and its subsidiaries (“APEX”) with

vast experience in the set-up, operation and

the exemption of the capital structure, which has

maintenance of hydrogen plants in general.

been adjusted to reﬂect the capital structure of

H2APEX Group SCA as ultimate parent company.

The Group scales its abilities as an owner and

operator of additional hydrogen plants.

1.2. THE GROUP’S

In addition to the afore-mentioned activities, the

BUSINESS MODEL

Group acts as general contractor and system

integrator for turnkey third-party green hydrogen

Starting 2023 the Group’s business model is

power plants.

focused on developing, manufacturing and

operating of green hydrogen plants for the de-

As a complementary business line, the Group has

carbonization of the industry and infrastructure.

a separate team active in the development and

The Group focuses on hydrogen plants with an

sale of hydrogen storage solutions. In contrast

electrolysis capacity of less than 1 Giga Watt.

to production and conversion, the storage of

These are used to decarbonize industrial value

hydrogen is still one of the key challenges in

chains and to produce green hydrogen and

the hydrogen ecosystem and H2APEX is at

hydrogen derivatives such as LOHC (liquid organic the forefront of technological advancement.

hydrogen carriers) and e-fuels. They are used,

The Group expects to certify its pressure tanks

for example, in the steel, chemical and cement

production line in Rostock-Laage in the short-

industries as well as other energy intensive

term, with a one shift production line by the end

industries. In addition, the Group offers facilities

of 2025. The Group’s current development focus

for infrastructure and logistics, especially for

lies on chemical storage solutions, for which it has

industrial use in warehouses, ports and production made signiﬁcant progress in the recent past and

facilities.

has submitted as a total of six international patent

applications.

H2APEX is a greentech innovator and a pioneer

in the green hydrogen market in Germany with

The business activities are reported according

its operating headquarter in Rostock-Laage.

to the following segments, which represent

The Group is one of very few companies in

the reporting structure: operations, project

the market that owns and operates a grid-

development, and storage.

connected sector-coupled green hydrogen plant.

This reference plant is based at its industrial

park in Rostock-Laage and demonstrates the

production of green hydrogen powered by its

own 11.5 MWp photovoltaic park, the storage of

hydrogen in ﬁber composite pressure tanks as

well as various possible uses for green hydrogen,

007

H2APEX GROUP MANAGEMENT REPORT

OWN OPERATIONS

PROJECT DEVELOPMENT

The Own Operations Segment includes the

The Project Development Segment includes all

production and selling of green hydrogen as well

work related to project development and system

as the “derivatives” electricity and heat generated

integration for third-party hydrogen plants. The

at its own hydrogen plants.

turnkey solutions for the supply of hydrogen

are modular, tech-agnostic and tailor-made to

Through the successful establishment of the

comply with complex and diverse customer

industrial park in Rostock-Laage, the Group

requirements.

has demonstrated its capabilities regarding the

installation and operation of a grid-connected

The Group is one of the few players in this market

hydrogen plant with various possible hydrogen

in Germany. The Group can cover a wide range of

uses and has already concluded its ﬁrst offtake

different project and plant types, from industrial

agreements with customers. This reference plant

parks and other industrial solutions, grid and

is the nucleus for the Group’s planned future port-

network solutions to residential and mobility

folio of own hydrogen production plants, and the

solutions.

realization of an additional hydrogen plant on the

same site with the help the EU Important Project

The Group covers the entire project phase, from

of Common European Interest (UPCEI) funding

(pre-)feasibility studies and approval planning

applied for and provides the basis for the launch

of this pillar of the business model. In addition,

to design, engineering, construction and

the Group seeks to gain access to the “own oper-

commissioning. Following the conclusion of the

ations” market through its project development

contract, the basis of the project is established,

business to build credibility, improve the skillset

including the development of a concept. In a

and generate cash for future growth. It also ben-

next step, the design phase (typically divided into

eﬁts from the ongoing retroﬁtting of existing gas

a preliminary, ﬁnal and detailed design) as well

pipelines, which are expected to be available for

as the approval planning with the securing of

hydrogen transport from 2027 on and which the

regional permits and green energy begin. During

Group would also feed into.

this phase, orders for the main components

The Group intends to develop and build further

of the plant are also typically placed. Two

own hydrogen plants, which it will operate to

major project milestones are the provision of

beneﬁt from a contracted and resilient revenue

the planning results relevant for the approvals

stream. It expects to at least partially rely on joint

and interfaces as well as the preparation of

venture partners, including utility companies,

the execution planning. Once the design and

infrastructure funds or offtakers, for the ﬁnancing

planning phase is completed, the Group and its

and construction of the plants and is in ongoing

customer agree in writing on a design freeze, i.e.,

discussions in this regard. While these projects

design and planning speciﬁcations are ﬁxed and

will require a signiﬁcant amount of capital ex-

no more fundamental changes are permitted.

penditure, the Group expects to generate a

Following the receipt of major approvals, the

majority of its cashﬂows with this pillar of its

construction begins. Due to the size of the

business model in the mid- to long-term.

projects, in which the Group is involved, it usually

takes several months before main components

can be installed and the assembly can start. In

addition to the integration of components from

other manufacturers, the Group can provide

its customers with a self-developed energy

management system, which is particularly

valuable for decentralized energy solutions

008

H2APEX GROUP MANAGEMENT REPORT

with ﬂuctuating power production and high

over projects from withdrawing competitors,

storage requirements. Functional tests, including

thereby gaining market share and emerging

tests under operating conditions, are carried

stronger from the current consolidation phase.

out once the machinery is installed. In a ﬁnal

For this purpose, the Company is leveraging its

step, the plant is inspected and approved by the

pioneering position in the market, supported by

customer and commissioned. For small and

its technical expertise, industry network and track

mid-size projects, the entire project phase from

record of completed or advanced projects. The

pre-feasibility studies to commissioning takes

current market dynamics, coupled with its own

approximately 20-30 months.

operational and technological strengths, have

encouraged the Group to advance and accelerate

STORAGE

the transition of its strategic focus from project

development for third parties to the construction

The Storage Segment includes the development

and operation of its own hydrogen production

and manufacturing of different hydrogen storage

plants.

systems.

Since 2025, the Group's strategy therefore

The Group has developed stationery and

focuses on expanding its own hydrogen

portable tanks. While the stationary tanks,

production capacity. The Company is bundling

which the Group developed and designed, are

the development, construction and operation of

manufactured by third parties and are no longer

its own hydrogen plants in the “Own Operations”

offered by the Group, these portable tanks are

segment. The most important reference is the

produced in-house. Both the stationery and the

successful construction of the industrial park

portable pressure tank are type IV tanks, i.e.,

in Rostock-Laage. Here, H2APEX was able to

ﬁber composite tanks with plastic lining used in

demonstrate its ability to build and operate a

distribution and mobility.

grid-connected hydrogen production plant with

a wide range of industrial applications. The

company-owned site comprises a combined

1.3. BRANCHES

infrastructure consisting of a fuel cell, combined

heat and power plant, refueling infrastructure for

H2APEX is only acting through its subsidiaries.

buses, trucks and cars as well as a trailer ﬁlling

Besides these legal entities, there are no

station. On the basis of offtake agreements

branches.

already concluded for the hydrogen produced,

this site forms the basis for the expansion of the

Company's portfolio. Over the next three to ﬁve

1.4. OBJECTIVES AND

years, the Group plans to establish itself as an

STRATEGIES

owner-operator of sizeable hydrogen plants (up

to 100 MW capacity), thus covering the entire

The strategy of the Group is deﬁned in four

hydrogen project value chain:

targets:

from developing

INCREASED FOCUS ON EXPANDING PRO-

through building

DUCTION CAPACITY AND SALE OF GREEN

operating (and ensuring maintenance),

HYDROGEN

owning (either on a standalone basis or

together with a partner)

H2APEX sees great potential in the ongoing

and marketing (i.e. securing offtake).

consolidation of the market for green hydrogen

in Germany. The Group is well positioned to take

009

H2APEX GROUP MANAGEMENT REPORT

In order to accelerate the expansion of its own

CONSOLIDATE PROJECT DEVELOPMENT

capacities, H2APEX had already developed a

BUSINESS

further, additional hydrogen production plant

at the Rostock-Laage site, which is supported

In addition, the Group intends to continue to

by ﬁnancing as part of the European Important

implement selected projects in the area of

Projects of Common European Interest (IPCEI). In

project development, in particular to capitalize its

addition, the Company owns strategically located

pipeline of hydrogen projects for third parties (e.g.,

land in Lubmin. Thanks to its proximity to offshore steel plants or other energy/emission intensive

wind farms, the OPAL hydrogen pipeline currently

industries). H2APEX experiences that the third-

being planned and an existing substation, the site

party project development operations are a key

in Lubmin offers the best conditions for further

pillar to achieve the planned business shift and

expansion and the construction of additional own

have a symbiotic relationship, mainly for the

plants. The planned conversion of existing gas

following reasons: (i) third party projects create

pipelines to hydrogen operation by 2027 will also

proﬁts and positive cash ﬂows from an early

enable the Group to beneﬁt from more cost-effec- stage, which is rare among hydrogen companies,

tive transportation and more efﬁcient distribution,

helping to ﬁnance the investments needed to

which will also strengthen its economic viability.

develop own production capacity, which do not

These initiatives represent an important step in

generate positive cashﬂows until commissioning

establishing a scalable and resilient revenue

and operation, (ii) they provide the blueprints

model. In the beginning of 2025, H2APEX was

and required skillset to efﬁciently scale-up own

permitted to shift the public grant under IPCEI to

production plants, while reducing execution

Lubmin.

risk for the Group and stakeholders involved in

the projects (e.g., shareholders, debt providers,

H2APEX is currently examining various options

power suppliers, offtakers, governmental entities),

for ﬁnancing the construction of its own plants,

and (iii) most customers in the third-party

including strategic partnerships with third par-

project development area pursue a staggered

ties as joint venture (JV) partners, such as utility

approach of building-up hydrogen capacities,

companies, offtakers or other ﬁnancial investors.

usually starting with a smaller (e.g., 10 MW)

This structure offers several strategic advantages, plant, which gets subsequently expanded. At the

including a stronger market position and greater

same time, most customers are not interested

ﬁnancial ﬂexibility due to lower own investments.

in owning and operating a large-scale hydrogen

In addition, H2APEX intends to use the partners'

plant. Consequently, one of the Groups strategic

expertise and resources to accelerate project

potentials is that many project development

implementation and scale its business activi-

customer relationships will offer follow-on

ties more efﬁciently. By tapping into the “owner-

revenue potential and the opportunity of (co-)

operator” market for hydrogen plants, the Group

owing and operating the expansion plants.

also aims to counter a potential commoditization

and subsequent downward price pressure in the

The Group’s project pipeline currently includes

project development business. In the medium to

several mid-size (10-50 MW) projects, which are

long term, the Group therefore expects to gener-

mostly in an early stage (i.e., pre-feasibility study

ate most of its revenues with this business line,

phase) or in an advanced development stage (i.e.,

thereby ensuring greater revenue stability, predict-

detail planning phase). However, some of them

able cash ﬂow, improved scalability and thus pro-

are more mature and already in the tender phase,

viding a solid foundation for sustainable long-term so the Group is optimistic that it will be awarded

growth.

with further signiﬁcant work soon. By leveraging

on its experience and ﬁrst-mover advantage, in

particular against the background of its industrial

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H2APEX GROUP MANAGEMENT REPORT

park in Rostock-Laage, the Group also intends

capacity constraints should the Group win many

to tackle larger-scale projects with attractive

of them. The Group heavily relies on the profound

margins.

know-how of its key personnel for its project

development business and requires qualiﬁed

CERTIFICATION AND SERIAL PRODUCTION

professionals and industry experts. In addition to

FOR VARIOUS STORAGE SOLUTIONS

design and engineering personnel, the Group also

needs to ﬁnd additional sales team members to

The Group has a particular focus on the

scale up its operations and to attract expertise

development of different storage solutions. While

with regard to project ﬁnancing and contracting

production and conversion of green hydrogen

for the planned expansion of its “own operations”

are, by and large, well explored and rather

business line.

straightforward, transport and storage continue

to be key challenges in the (green) hydrogen

The Group has signiﬁcantly grown its employee

ecosystem. Since pipelines will not connect

base organically in 2023 and 2024 and plans to

each and every location, efﬁcient transport

further intensify its efforts to attract qualiﬁed

solutions are constantly being investigated. The

employees. However, since qualiﬁed personnel is

same applies to storage solutions as they are

often hard to ﬁnd outside of metropolitan areas,

especially complicated in urban environments,

the Group will also focus on growing its employee

which require high safety standards. Following

basis by opening new ofﬁces in strategic

the development of stationary and portable

locations. The Group believes that this approach

pressure-based storage solutions together with

will enhance its market share in the green

long-term partners, including the Fraunhofer

hydrogen industry and, through its extended

Institute in Rostock, the Group has started the

geographical footprint, the Group expects to

production of such storage solutions in small

be able to also provide a broader geographical

numbers at its own facilities and is searching for

market coverage in Germany.

a strategic partner to enter serial production for

these solutions in larger numbers (up to 55,000

1.5. INTERNAL MANAGE-

tanks per year). In addition, the Group focuses

MENT SYSTEM

on research in chemical storage solutions,

in cooperation with the Leibniz-Institut for

Katalyse e.V. (LIKAT). The carrier that the Group

The aim of H2APEX management is to

investigates together with LIKAT for its chemical

sustainably increase the Group's corporate

storage solution is non-toxic, unlike other carriers. value and thus the value for shareholders. It is

The Group’s research is at an advanced stage

important that revenue growth is linked to above-

and focuses on identifying additional ﬁelds of

proportional proﬁtability and that H2APEX is able

application. LIKAT has already developed a

to enhance its ﬁnancial strength for investments

prototype, which shall be scaled-up in size going

and further, including inorganic growth. To achieve

forward.

this goal, an internal control system is used.

EXPAND GEOGRAPHICAL FOOTPRINT AND

The following aspects are in the foreground:

GROW EMPLOYEE BASE ORGANICALLY AND

Growth through the acquisition of projects and

THROUGH ACQUISITIONS AND ENGAGE IN

customers

EXCLUSIVITY AGREEMENTS WITH ELEC-

Project proﬁtability

TROCHEMICAL ENGINEERING COMPANIES

Improvement of operational cash ﬂow through

efﬁcient working capital

The Group has grown rapidly in the past few

Liquidity for upcoming growth through

years and is currently involved in a signiﬁcant

sufﬁcient ﬁnancing

number of award processes, which could result in

011

H2APEX GROUP MANAGEMENT REPORT

The relevant key ﬁgures are in particular: revenue,

basis at the quaysid. The concepts developed

EBITDA, net debt and operating cash ﬂow. In

have revealed opportunities to help shape new

addition to standardized controlling, these key

business areas for compressed gas storage

ﬁgures are monitored in regular meetings with

and hydrogen production in the maritime

regard to upcoming projects, tender modalities,

industry. This project run out 31st August

ongoing projects and ﬁnancing options. At the

2024..

same time, the cost items are subject to regular

budget control. At the end of each year, revenue

H2Cycle: Currently used hydrogen storage

and cost items are budgeted for the following year.

methods often do not meet the requirements

These budgeted values are then compared with

from the industry. Other methods, such as

the actual values every month and deviations are

certain chemical storage methods, are still

analyzed. H2APEX works with a dynamic budget

immature. In this project, a plant concept for a

model, which means that changes in one position

CO2-neutral hydrogen storage system based

can be directly accompanied by any necessary

on formats and bicarbonates, and a test and

adjustments in other budgeted positions in order

demonstration plant will be built for further

to ensure planned proﬁtability.

research. In the completed project, a prototype

for the chemical storage of hydrogen was

successfully built and put into operation. For

1.6. RESEARCH AND

this purpose, a suitable catalytic process was

DEVELOPMENT (“R&D”)

effectively developed with the cooperation

partner, which represents an efﬁcient and CO2-

The Group relies heavily on Research and

neutral cycle.

Development(R&D) for its hydrogen storage

solutions business. Therefore, the Group does

H2Transformate: As part of developing CO₂-

not invest in fundamental research but focuses

free hydrogen storage based on formates

on the advancement of products and solutions

and bicarbonates, a feasibility study was

to reinforce its competitive advantage in this

also funded to closely examine the technical

important sub-sector of the hydrogen ecosystem.

and economic aspects of employing this

Its targeted investments in R&D over the past

technology for the global transport of hydrogen

years have resulted in several innovations and

using these salts. This feasibility study has

patents. The Group has an R&D department,

been completed and resulted in a proposal

which is mostly ﬁnanced through public funding

to develop a facility aimed at demonstrating

and includes ﬁve dedicated employees. This R&D

the practicality of this technology for large-

team is located in Rostock-Laage.

scale, CO₂-neutral energy transport. The

follow-up project called “FormaPort” with three

The Group recently has been and is currently

local partners (LIKAT; University of Applied

involved in four main R&D projects, which all relate

Science Wismar and a local industrial plant

to cost and energy efﬁcient storage:

constructor) is currently being processed.

E2MUT: In the multidisciplinary project

SuME: The project is a joint research project

“E2MUT”, the partners explore emission-

with LIKAT, Fraunhofer-Institut für Keramische

free electric mobility for maritime urban

Technologien und Systems (IKTS), Technische

transport (i.e., navigation in coastal sea

Universität Bergakademie Freiberg and other

waters, inland waterways and large lakes). The

partners, in which the Group and LIKAT

Group participates in research regarding the

co-develop a chemical synthesis route

simulation-based development of concepts

towards efuels. The role of the Group is to

for maritime energy provision on board and

provide hydrogen through electrolysis for the

the infrastructure for refueling on a hydrogen

synthesis of methanol. The methanol is further

012

H2APEX GROUP MANAGEMENT REPORT

reﬁned through additional steps, which also

station, each serving three different functions:

involve utilizing the oxygen from electrolysis,

conversion of alternating current, conversion

to produce an e-fuel. The Group will either

of alternating current to direct current and

directly submit the developments as its own

generation, storage and transport of hydrogen.

patents or will become the owner of the

HydroExceed contributes to the project with

background IP that is developed in the course

the development of a simulation-based cost

of this joint project. HydroExceeds main

tool for the production of offshore hydrogen.

contribution to the technical implementation

This project will run until 30 September 2025.

of the synthesis route is the development of

a hydrogen electrolysis that initially provides

In addition to its close cooperation with LIKAT,

the process with hydrogen and oxygen in

where the Group even has its own laboratory and

the required quantities, purity and pressure

ofﬁces, the Group also enjoys close relationships

level. This project is scheduled to run until 31

with other universities and research institutions,

January 2026, but due to its high technological such as the Fraunhofer Institute for Large

level it is planned to extend the project duration Structure in Production Engineering (IGP), the

to the end of 2026.

University of Rostock, the Wismar University of

Applied Sciences and the Stralsund University of

MuWIN: The goal of MuWIN with the main

Applied Sciences.

partners University of Rostock and Großmann

Ingenieur Consult GmbH (GICON), is to

develop a modular, standardized, and scalable 2. FUNDAMENTALS OF

H2APEX SHARES

Tensio Leg platform (TLP) design that can

be adapted for various ﬂoating offshore wind

sites across Europe. The substation consists

The Company’s share capital amounts to Euro

of a an interface station, and a topside

564,384.91, represented by 36,359,162 Ordinary

Share price development 2024

013

H2APEX GROUP MANAGEMENT REPORT

Shares and one unlimited share with no par value. Under the current assumption that the trade

The Ordinary Shares are publicly traded on the

policies of Europe’s key trading partner, the United

Frankfurt stock exchange.

States of America, have become increasingly

uncertain following new tariff measures

During 2024 H2APEX shares traded between

announced in early 2025, the impact on euro area

EUR 4.04 and EUR 6.60. The share trading

exports is expected to intensify, putting additional

volume amounted to 506,098 shares at XETRA

pressure on external demand and weighing on the

(2023: 1,290,000 shares).

economic recovery.

On 30 December 2024, the last trading day of the

The unemployment rate is set to decline further

year 2024, the share price closed with EUR 5.60,

to historically low levels. As some of the cyclical

the market capitalization of H2APEX amounted to factors that have recently reduced productivity

Euro 203.6 million ( 29 December 2023:

start to unwind, productivity is expected to pick

Euro 167.3 million).

up over the projection horizon, although structural

challenges remain.

Throughout 2024, H2APEX’s share price was

considerably more volatile than the DAX. Whereas The recent OECD outlook of March 2025 projects

the DAX achieved an increase of approximately

that global GDP growth is expected to moderate

18% over the year, H2APEX’s share price

from 3.2% in 2024 to 2.8% in 2025 and 3.0% in

experienced an overall downward trend, despite

2026, with higher trade barriers in several G20

temporary phases of outperformance.

economies and increased policy uncertainty

weighing on investment and household spending.

For the euro area, real GDP growth is projected to

3. REPORT ON ECONOMIC

be 0.8% in 2025 and 1.2% in 2026, as heightened

POSITION

uncertainty keeps growth subdued.

3.1. MACROECONOMIC

During the year 2024, the balance of macro risks

AND SECTOR-SPECIFIC

in the euro area has shifted from concerns about

ENVIRONMENT

inﬂation remaining high to fears over growth. The

risks to economic growth remain tilted to the

MACROECONOMIC ENVIRONMENT

downside. The risk of greater friction in global

trade, especially due to the escalation of US tariffs

Economic view in the Euro area

in 2025, could weigh signiﬁcantly on euro area

The euro area economy is set to continue its

growth by dampening exports and weakening the

gradual recovery over the coming years, amid

global economy. Lower conﬁdence could prevent

signiﬁcant geopolitical and policy uncertainty. In

consumption and investment from recovering

particular, rising real wages and employment, in a

as fast as expected. This could be ampliﬁed by

context of robust labour markets, are expected to

geopolitical risks, such as Russia’s unjustiﬁed

support a recovery in which consumption remains war against Ukraine and the tragic conﬂict in the

one of the main drivers. Domestic demand

Middle East, which could disrupt energy supplies

should also be bolstered by an easing of ﬁnancing

and global trade. The recent announcements of

conditions, in line with market expectations of the

US tariffs have already had a signiﬁcant impact

future path of interest rates. Although surrounded

on stock exchanges and economic forecasts.

by high uncertainty, ﬁscal policies are assumed to

Growth could also be lower if the lagged effects

be on a consolidation path overall. Nevertheless,

of monetary policy tightening last longer than

funds from the Next Generation EU programme

expected. Conversely, growth could be higher if

should support growth until the expiry of the

easier ﬁnancing conditions and falling inﬂation

programme in 2027.

allow domestic consumption and investment to

rebound faster.

014

H2APEX GROUP MANAGEMENT REPORT

Economic output in Germany is emerging only

In conjunction with the decline in employment

slowly from stagnation

that has been ongoing since mid-2024, there is

The German economy is not only struggling

thus a marked decrease in the average number

with persistent economic headwinds, but is

of persons in employment over 2025. However,

also having to adapt to changing structural

existing staff should be put to greater use again

conditions. This is affecting the industrial sector in

over the course of the year, clawing back some of

particular, putting a strain on its export business

the depressed level of productivity and working

and investments. The labour market, too, is now

hours. Against this backdrop, unemployment

responding noticeably to the protracted weakness

continues to rise well into next year. The labour

of economic activity. This is dampening private

market outlook for 2025 is thus distinctly weaker

consumption. Against this backdrop, the German

than half an year before.

economy is set to stagnate in the winter half-year

2024-25 and only begins to make a slow recovery

In 2025, the elimination of the inﬂation compen-

over the course of 2025. Exports then gradually

sation bonuses also dampens wage growth, as

beneﬁt from the growing sales markets, albeit

these are only partly replaced by regular wage

to a lesser extent than used to be the case. After

increases. Wage growth sees a sharp drop to

some delay, business investment also goes back

2.5 % on an annual average ¹. In 2026, negotiated

up on the back of rising capacity utilisation and

wages grow somewhat more strongly again. This

lower ﬁnancing costs. Private consumption rises

is still under the inﬂuence of large agreements

consistently, but is initially noticeably slowed by a

running for long terms that were reached during

temporary weakening of the labour market and a

the period of high inﬂation, however; these are no

signiﬁcant decline in wage growth. Under these

longer relevant in 2027.

conditions, the German economy is expected to

grow only marginally in 2025, but somewhat more Capital Markets

signiﬁcantly in 2026 and 2027. Calendar-adjusted

According to Merrill Lynch, abounding uncertainty

real GDP fell again slightly in 2024, by 0.2 %, then

is weighing on sentiment across consumers,

is expected to grow by 0.3 % in 2025 and by 0.9

investors and businesses, creating a divergence

% in 2026. The growth outlook is thus revised

between “soft data,” which captures perceptions

signiﬁcantly downwards over the entire forecast

and expectations, and “hard data,” which reﬂects

period compared with the June Forecast – for

actual levels of economic activity. Measures of

2025 most of all. This is primarily due to the more

consumer sentiment fell to multiyear lows in

persistent weakness in the industrial sector, which

March, investor sentiment is increasingly bearish,

is not only accompanied by a more persistent

and much of the pro-business enthusiasm

weakness in cyclical demand but is to a large

observed post-election in the U.S. has dissipated.

extent considered to be structural now, too. The

The 20% U.S. import tariff on European Union

outlook for exports and industrial investment is

goods has taken some of the shine off European

thus considerably gloomier. The forecast for the

equities. On a year-to-date basis, however, the

increase in private consumption has also been

region has outperformed major U.S. indices,

revised sharply downwards. This reﬂects the

buoyed by German ﬁscal activism, European

signiﬁcantly weaker labour market outlook, ﬁrst

re-armament and relatively attractive valuations,

and foremost.

among other factors. Also at play are mounting

policy-related worries in the U.S. Yet even prior

Change in Labor Market in Germany

to the tariff news, Merrill already indicated that

The economic recovery gradually taking hold in

investors should approach Europe with caution,

the course of 2025 is initially unlikely to lead to

citing structural barriers, regional fragmentation,

increased hiring in the labour market. Employment massive trade dependencies, weak productivity,

is expected to go down again slightly in 2025.

index revenue exposure and market concentration

¹See link, page 31 middle section:

https://publikationen.bundesbank.de/publikationen-en/reports-studies/monthly-reports/monthly-report-december-2024-947276

015

H2APEX GROUP MANAGEMENT REPORT

risks. The challenges for the European Union—

uncertainties, market ﬂuctuations, and geopolitical

as a supranational entity attempting to balance

factors can impact investor conﬁdence and

the interests of 27 nation-states—remain

inﬂuence investment decisions.

signiﬁcant, particularly in simplifying bureaucratic

complexity, harmonizing rules and regulations,

The Group develops, builds and operates green

reducing economic disparities among member

hydrogen electrolysis plants for the decarbonization

states, boosting productivity, securing energy

of industry, infrastructure and mobility and

independence, and fostering future tech leadership. therefore covers the entire hydrogen plant value

chain. Green hydrogen is hydrogen generated

Schwab Center of Financial Research (“Schwab”)

by renewable energy or from low-carbon power.

also expects continued uncertainty: The United

Green hydrogen has signiﬁcantly lower carbon

States' tariff policymaking has led to massive

emissions than grey hydrogen, which is produced

volatility—both in markets and in economic

by steam reforming of natural gas, which makes up

expectations. In the short term, the Nasdaq

the bulk of the hydrogen market. Green hydrogen

Composite and the Russell 2000 indices had

can help decarbonise sectors such as shipping

fallen into bear market territory (deﬁned as down

and transportation, where it can be used as a fuel,

at least 20% from recent peaks), while the S&P

as well as in manufacturing industries such as

500® index came close to entering the same

steel and chemicals, where it can constitute an

territory. Schwab expects that ongoing geopolitical important raw material as well as a fuel.

tensions, elevated trade barriers and slowing global

growth prospects will continue to impact investor

Hydrogen is a central component of the strategy

sentiment in 2025.

for achieving the EU climate targets for 2030 and

is particularly relevant for Germany as an industrial

Uncertainty is similarly expected by Deutsche

hub. Within this framework, by 2030 at least 40

Bank. Even before the U.S. tariff announcements,

GW of electrolysis capacity is to be available in the

Deutsche Bank forecast that 2025 would

EU and up to 10 million tons of green hydrogen are

present signiﬁcant challenges for investors,

to be produced annually in the EU. The investment

as markets would have to navigate through a

volume for this is estimated at around EUR 300

landscape shaped by the “three Rs” — recession

billion and will be supported to a considerable

risks, interest rate dynamics, and market

extent by state subsidies. In Germany, 10 GW of

rotations. The announcement of new tariffs has

electrolysis capacity is to be created by 2030 –

further heightened these risks. Deutsche Bank

subsidies amounting to EUR 9 billion have already

emphasizes that with markets already pricing in

been pledged for hydrogen technology.

a weaker growth trajectory for 2025, maintaining

investment discipline and resilience will be critical

Global hydrogen demand is expected to grow

for achieving long-term portfolio success.

to 140 Mt in 2030 (i.e., 4.5% compound annual

growth rate since 2021). After 2030, the demand

SECTOR-SPECIFIC ENVIRONMENT

for hydrogen is expected to grow signiﬁcantly,

particularly in the mobility segment. In 2050, the

Demand and production

largest hydrogen markets together, i.e., China,

The energy and power industry is undergoing

Europe, and North America, are expected to

signiﬁcant transformations driven by technological account for 60% of the global hydrogen demand,

advancements, environmental concerns, and the

which is expected to amount to 660 Mt. Due to

need for a sustainable and resilient energy future.

the losses of energy in the supply chain as stated

There is a growing emphasis on energy efﬁciency

above, to fulﬁll this demand 690 Mt of hydrogen will

measures and demand-side management to

be needed. (Source: McKinsey & Hydrogen Council,

optimize energy consumption. However, economic Hydrogen for Net-Zero) The expected global

hydrogen demand by segment until 2050 is shown

in the following diagram¹:

016

H2APEX GROUP MANAGEMENT REPORT

HHV: Higher Heating Value

The projections presented are based on the 2021

Based on the type of hydrogen and fuel cells splitted

"Hydrogen for Net Zero" study by McKinsey &

in three classes as 0.1kw; 1.4kw and more than 4kw

Company and the Hydrogen Council. In 2024,

it is expected that growth will be visible in all classes,

McKinsey revised its long-term hydrogen demand

while 0.1kw will be the lowest number followed by

forecasts downward, citing higher costs, regulatory

1.4kw and 4kw. The total volume is expected to

challenges, and increased uncertainty regarding

grow by about 50% from 2024 until 2031.

sector-speciﬁc hydrogen adoption, particularly in the

heating and industrial segments. As a result, actual

Grid for distribution

future hydrogen demand, especially for building

The Federal Network Agency approved in 2024

and industry heat, may be lower than originally

the grid for hydrogen: Germany will see the ﬁrst

anticipated.

hydrogen ﬂow in pipelines from 2025 after the

The following graphic shows the expected hydrogen

demand by region in 2030 and 2050¹:

¹Source: McKinsey & Hydrogen Council, Hydrogen for Net-Zero

017

H2APEX GROUP MANAGEMENT REPORT

country’s "core hydrogen grid" was approved.

electrolysis thus solves the core problems of

The backbone of the long-distance transmission

renewable energies by making them storable,

network for hydrogen will be slightly smaller

transportable and being available in a versatile

than initially planned. The energy industry widely

energy carrier.storable, transportable and being

welcomed the approval.

available in a versatile energy carrier.

"The ﬁrst hydrogen pipelines of the core grid will

3.3. RESULT OF OPERA-

go into operation as early as next year," economy

TIONS, FINANCIAL

minister Robert Habeck said during a press

POSITION AND NET

conference. "The core grid is the starting point

for a new infrastructure and a central component

ASSETS

of the energy transition. This makes Germany a

pioneer in Europe."

3.3.1. RESULT OF

OPERATIONS

The core grid is set to be completed by 2032

and will cost nearly 19 billion euros. It will be

made up of 9,040 kilometres of pipeline that will

be ﬁnalised over the next few years. All federal

H2APEX Group SCA ﬁnancials have been integrat-

states will be connected to the network, which

ed into APEX Group ﬁnancials after its acquisition

will link the focal points of hydrogen production,

in January 2023.

consumption, storage and import. Habeck likened

the hydrogen grid to the autobahn (Germany's

Overview key ﬁgures:

motorway), saying that the big arteries had to be

January -

built ﬁrst, with smaller feeder roads connecting

December

companies and power plants coming later.

(in EUR 1.000,000

expenses in parentheses)

2024

2023

Income Statement

3.2. COURSE OF BUSINESS

Net Sales

29,6

15,3

With signing and closing the merger agreement

Gross Proﬁt

0,3

1,2

agreement on 19 January 2023, H2APEX started

with a new operating business as a leading

EBITDA *

-16,4

-18

developer and operator of “green” hydrogen

electrolysis plants for the decarbonization of

EBIT

-25,6

-22,2

industry, infrastructure and mobility.

Net Loss for the period

-27,8

-24,6

H2APEX’ goal is to become an internationally

per ordinary share Euro

-0,8

0,7

established developer and operator of hydrogen

plants. In its core business, the Group develops,

Adj EBITDA *

-16,3

-16,1

builds, and sells or operates green hydrogen

electrolysis plants for the decarbonization of

industry, infrastructure and mobility, covering

31.Dec 24

31. Dec 23

the entire value chain for hydrogen plants. Water

Backlog in Mio EUR **

9,5

(H2O), with energy of renewable origin such

as photovoltaics or wind power, is separated

into hydrogen (H2) and oxygen (O2) in APEX's

Employees (Average

113

headcount) ***

electrolysis plants. This "green" hydrogen, obtained

exclusively from renewable energies, can then

Rounding differences can occur

be stored, used directly as a source of energy

* Unaudited

or transported to the place of use. Hydrogen

** Fixed orders

*** Without employees of General Partner

018

H2APEX GROUP MANAGEMENT REPORT

Revenue increased in the ﬁnancial year 2024 to

Depreciation and amortization increased in 2024

EUR 29.6 million (2023: EUR 15.3 million) due to

to EUR 9.2 million (2023: EUR 5.2 million), mainly

further proceeds from the project development

due to the goodwill impairment related to Plant

segment. Other income slightly decreased to EUR Engineering of EUR 3.2 million.

0.9 million (2023: EUR 1.0 million). The directly

attributable costs related to these revenues

The ﬁnancial result in 2024 amounted to EUR -1.6

amounted to EUR 29.2 million (2023: EUR 13.7

million (2023: EUR -2.1 million). The ﬁnancial result

million). Gross proﬁt decreased to EUR 0.3 million

includes interest received for deposits and interest

(2023: EUR 1.2 million).

expenses for ﬁnancing loans.

Personnel costs and other operating expenses

EBITDA in 2024 amounted to EUR -16.4 million

increased due to the ramp-up of the business and (2023: EUR -18.0 million), unaudited adjusted

hiring of employees. The number of employees

EBITDA amounted to EUR -16.3 million for 2024,

as of 31 December 2024 was 113 (31 December

reﬂecting the elimination of the expenses for the

2023: 81). Personnel costs subsequently

SOP in an amount of EUR 0.1 million in 2023

increased to EUR 8.9 million in 2024 (2023: EUR

(2023: EUR -16.1 million).

6.9 million). Other operating expenses in 2024

amounted to EUR 9.2 million compared to EUR

The net loss in 2024 amounted to EUR 27.8 million

12.7 million in 2023, mainly caused by a decrease

(2023: loss of EUR 24.6 million).

of legal and consulting costs by EUR 1.0 million

and research costs by EUR 1.1 million.

The calculation of basic earnings per share (EPS)

as of 31 December 2024 is based on the net loss

attributable to the shareholders of H2APEX Group

SCA.

Earnings per share

2024

2023

Proﬁt / (Loss) for continued operations for the year (EUR

Ordinary

(27,822)

(24,635)

1,000) attributable to equity holders of the Company

Weighted average number of ordinary shares

Ordinary

36,359,163 35,556,043

outstanding

Basic earnings / (loss) per share (Euro/share) on

Ordinary

(0,77)

(0,69)

total group

Diluted weighted average number of ordinary

Ordinary

39,023,606 36,470,016

shares outstanding

Diluted earnings / (loss) per share (Euro/share) on

Ordinary

(0,71)

(0,69)

total group

019

H2APEX GROUP MANAGEMENT REPORT

(in million EUR)

31.12.2024

31.12.2023

Balance sheet

Non-current Assets

53.7

60.8

Current Assets

37.5

61.7

Equity

30.4

57.9

Non-current liabilities

34.2

34.6

Current liabilities

26.7

30.0

3.3.2 FINANCIAL POSITION

2024 (31 December 2023: EUR 5.4 million) due to

no prepayments at year-end 2024 (2023: EUR 4.5

As of 31 December 2024, the total assets

million).

amounted to EUR 91.2 million, compared to

EUR 122.5 million as of 31 December 2023. The

At the end of the reporting period, H2APEX

signiﬁcant decrease is related to the lower cash

Group’s equity amounted, to EUR 30.3 million,

position as a result of higher ongoing project

versus EUR 57.9 million as of 31 December 2023.

costs (material costs) and related wages, which

This translates into an equity ratio of 33.2% as at

are not invoiced yet, and further loan repayments. 31 December 2024. The share capital represents

the share capital of H2APEX Group SCA with

Non-current assets decreased by EUR 7.1 million

EUR 0.6 million as of 31 December 2024 (31

to EUR 53.7 million (31 December 2023: EUR

December 2023: EUR 0.6 million related to Apex

60.8 million). The decrease mainly results from

Group).

the goodwill impairment of EUR 3.2 million and a

decrease in tangible assets related to the sale of a The non-current liabilities slightly decreased to

land including a building with the amount of EUR

EUR 34.2 million (31 December 2023: EUR 34.6

3.9 million. Deferred tax assets amounted to EUR

million).

0.1 million (31 December 2023: EUR 1.1 million).

The decrease of the current liabilities to EUR 26.7

Current assets amounted to EUR 37.5 million,

million as of 31 December 2024 (31 December

compared to EUR 61.7 million at year-end 2023.

2023: EUR 30.0 million) is mainly due to the

The decrease of the cash position from EUR 44.5 decrease of current shareholder loans by

million as of 31 December 2023 down to EUR

EUR 7.4 million, the decrease of provisions by

16.1 million as of 31 December 2024 has the

EUR 1.5 million and the decrease of contract

strongest effect, while contract assets increased

liabilities by EUR 1.1 million, while trade payables

by EUR 11.4 million as of 31 December 2024

liabilities increased to EUR 12.9 million (31

(31 December 2023: EUR 5.9 million) due to

December 2023: EUR 5.2 million).

further proceeds from the project development.

In addition, trade receivables decreased to EUR

2.2 million (31 December 2023: EUR 5.7 million)

due to timely payments by customers. Other

loans and receivables decreased by EUR 3.8

million to EUR 1.6 million as of 31 December

020

H2APEX GROUP MANAGEMENT REPORT

Financial situation

As of 31 December 2024, the cash and cash

equivalents amounted to EUR 16.1 million (31

December 2023: EUR 44.5 million). The cash

position decreased due to higher ongoing project

costs (material costs) and related wages, which are

not invoiced yet, and further loan repayments.

Financial liabilities summed up to EUR 37.5

million (31 December 2023: EUR 43.7 million).

The decrease in 2024 is based on the repayment

of APEX’s ﬁnancial loans. The net cash position

amounted to EUR -21.4 million as of 31 December

2024, while as of 31 December 2023 net cash

position was EUR -0.1 million.

3.3.3.NET ASSETS

The following equity table shows the

acquirer, while the Company was the

development of equity during 2024, reﬂecting

acquiree. The share capital is deﬁned by the

the reverse acquisition accounting. For

acquiree, while the remaining acquired equity

accounting purposes, Apex Group was the

of the acquiree is shown as paid in capital.

Issued

and

Capital

paid-in

reserves/

Non-

Share pre-

Retained

controlling

Consilidated

(in EUR 1,000)

capital

mium

earnings

interests

Equity

BALANCES AT 1. JANUARY 2023

312

20,570

(28,902)

(8,017)

Proﬁt/(Loss) for the period

(24,689)

(24,635)

Expenses directly offset with equity (related to capital increase)

(1,092)

Expenses directly offset with equity (stock option program)

1,946

Currency translation differences

(1,281)

Effects from reverse acquisition

40,634

Effects from change in scope of consolidation

(8)

Capital increase

252

Changes in capital reserves

50,000

BALANCES AT 31. DECEMBER 2023

564

111,204

(54,025)

127

57,869

BALANCES AT 1. JANUARY 2024

564

111,204

(54,025)

127

57,869

Proﬁt/(Loss) for the period

(27,900)

(27,822)

Expenses directly offset with equity (stock option program)

Changes in capital reserves

258

BALANCES AT 31. DECEMBER 2024

564

111,204

(81,640)

204

30,333

021

H2APEX GROUP MANAGEMENT REPORT

3.4. FINANCIAL AND

SOCIAL RESPONSIBILITY

NON-FINANCIAL

KEY PERFORMANCE

Sustainability

INDICATORS

With its Group portfolio, H2APEX provides

and targets innovative products and solutions

worldwide that secure sustainable success for its

The Group is controlled by ﬁnancial and non-

customers and therefore, contributes continuously

ﬁnancial key performance indicators:

to global sustainable development. This is based

on a responsible corporate management geared

FINANCIAL INDICATORS

to long-term value creation. Recent investment in

green hydrogen underpins this strategy.

Revenue

Revenue is the most important indicator to show

Development and technology investments

the growth of the business, supported by backlog. The availability of qualiﬁed development

capacities and state-of-the-art production

EBITDA

technologies is crucial for the sustainable

EBITDA is the important performance measure

business development of H2APEX’s business

for the proﬁtability of the business and to

activities. Focus was and is strongly technology

monitor the cost structure. EBITDA is deﬁned as:

oriented.

Earnings before interest, taxes, depreciation and

amortization.

Social responsibility

Social responsibility is important for the

Net Debt

management and the employees of the Group,

Net Debt is used to monitor the liquidity of the

not only in the area of customers and sustainable

company and to assist in presenting the Group’s

products.

ﬁnancial capacities at balance sheet date. Net

Debt is calculated as ﬁnancial debt adjusted for

Corruption

cash and cash equivalents.

With regards to corruption and bribery the

Group has a zero-tolerance approach. Since the

Operating Cashﬂow

Group is mainly active in countries with a stable

Operating Cashﬂow is the measure for cash

political and regulatory environment (Germany,

generation out of the business, which can be

Luxembourg), corruption is not regarded as a

used for investments and improving the ﬁnancing priority issue.

situation. Operating Cashﬂow is derived from the

cashﬂow statement.

Internal Control System

The Supervisory Board and the General Partner

ENVIRONMENT

are aware that a well-functioning internal control

system including a regular detailed reporting

Corporate responsibility

essentially helps to prevent and detect cases of

H2APEX contributes actively to environmental

corruption and bribery.

protection through its careful handling of natural

resources as well as the avoidance or recycling of

The Group has a clear management and

waste. Additionally the business model at all is set corporate structure. The areas of responsibility

up to improve the environment by replacing oil and are clearly assigned. The ﬁnancial systems used

gas energy usage though hydrogen energy.

are protected against unauthorized access by

appropriate IT systems and processes. In addition,

for all relevant and signiﬁcant processes, the four-

eye principle is required.

022

H2APEX GROUP MANAGEMENT REPORT

4. REPORT ON EXPECTED

4.1. REPORT ON EXPECTED

DEVELOPMENTS AND

DEVELOPMENTS

ON OPPRTUNITIES AND

RISKS

Hydrogen is a central component of the strategy

for achieving the EU climate targets for 2030

H2APEX is providing an outlook for the year 2025

and is particularly relevant for Germany as an

for the expected business development. Never-

industrial hub. Within this framework, by 2030

theless H2APEX is exposed to different risks

at least 40 GW of electrolysis capacity is to be

and opportunities in connection with its busi-

available in the EU and up to 10 million tons of

ness activities. The terms “opportunity” and “risk”

green hydrogen are to be produced annually

include all inﬂuences, factors and developments

in the EU. The investment volume for this is

that can potentially inﬂuence the achievement of

estimated at around EUR 300 billion and will

H2APEX’s corporate goals. The basic principle

be supported to a considerable extent by state

is that inherent opportunities should outweigh

subsidies. In Germany, 10 GW of electrolysis

inherent risks. H2APEX's risk policy is intended to

capacity is to be created by 2030 – subsidies

ensure that opportunities that arise are realized

promptly in a way that increases the company's

amounting to EUR 9 billion have already been

value, while at the same time reducing risks

pledged for hydrogen technology. Green hydrogen

through countermeasures. Risks that threaten

is of particular importance here: it contributes

the continued existence of the company must be

to the decarbonization of the economy and the

avoided. In addition to IT, ﬁnance and controlling,

decreasing costs for hydrogen electrolysis plants

risk identiﬁcation and risk control also extend to

due to economies of scale make hydrogen an

the areas of sales, project management, develop-

attractive option for industry, infrastructure and

ment and operational security.

mobility.

H2APEX adopts a comprehensive risk

The Groups unique selling proposition to provide

management strategy through the Group for early clean hydrogen at any time and any place enters

detection and control of risks and to beneﬁt from

into the next phase. After scaling supporting

opportunities resulting from operating activities

functions and growth of team size and quality

and improved market conditions. A balanced

we successfully built decentralized third party

risk proﬁle is observed in every decision-making

hydrogen production. In 2025 H2APEX redeﬁned

instance. The risk policy is oriented on the

its strategy by expanding the own hydrogen

objective of securing and enhancing H2APEX’s

production and strengthens the Groups activities

position in its markets in order to achieve a

at Germany’s most important hydrogen

long-term increase in the Group’s value. The

industry hub. In July 2024 the investment

General Partner and the Supervisory Board have

with a total amount of EUR 213 million for our

established an internal control system for the

100 MW H2ERO plant and the acquisition of

diverse organizational, technical and commercial

100% of shares of HH2E Lubmin Werk GmbH,

processes within the Group which is documented Lubmin enabled H2APEX to inforce the group’s

by regular reporting. A central component of

strategy. Management Board is concentrated on

H2APEX’s risk policy is to take risks only if there

sustainable improvement of market capitalisation

is a high probability that the associated business

by increasing high margin hydrogen production,

activities will provide added value for the Group.

distribution and storage.

The underlying requirement is that the risks must

always remain transparent and manageable.

For the current ﬁscal year 2025, the Group

expects its growth course to continue and to aim

revenue in a range between EUR 6 million to EUR

8 million. This development will be supported by

023

H2APEX GROUP MANAGEMENT REPORT

revenues from the planning and construction of

the global hydrogen market may grow slower

hydrogen plants for third-party companies, from

and/or smaller than expected due to a number of

the operation of hydrogen plants and from the

factors beyond H2APEX’s control.

sale of hydrogen storage tanks. The majority of

the revenues expected in 2025 have already been One of the key steps in the development of

contractually secured.

the market for green hydrogen is the further

reduction in the costs for green hydrogen, so

The EU funding approved in February 2024 for

that it becomes equivalent or lower than that

our 100 MW H2ERO plant, for which the company for grey hydrogen and other sources of energy

has applied for funding totaling EUR 167 million,

which green hydrogen could substitute. The

conﬁrms our leading position in the planning and

major cost driver for green hydrogen is the price

construction of large-scale plants. Further growth for electrolysers, which is expected to decrease

potential is in the EU's funding approval for the

with the growth in production due to economies

IPCEI hydrogen projects because these projects

of scale and technical progress. However, there

will require project developers such as H2APEX to is no guarantee that production volumes of

implement them.

electrolysers will increase as long as the demand

for green hydrogen does not grow.

4.2. RISK REPORT

Another key factor for the production of green

hydrogen from renewable electricity is the

development and access to such electricity.

4.2.1. RISKS

State support for the development of renewable

energy sources may change or even expire and

SECTOR- AND MARKET-RELATED RISKS

may intensify the lack of renewable energy which

may lead to higher prices and consequently also

Sustained weak economic development or a

increase the price of green hydrogen. In parallel,

downturn of the economy as well as upcoming

this also applies to the Group’s customers

trade barriers can have a negative impact on

for which the Group develops and integrates

H2APEX’s business or strategy. This would

hydrogen production plants in case there is no

result in decreasing sales and margin pressure

direct connection to a wind or solar farm or such

on companies. H2APEX counters these risks

electricity does not cover the demand.

by way of constantly monitoring the situation

and evaluating comprehensive activities. In

Moreover, the development of a centralized

addition, H2APEX is constantly working on strictly hydrogen market requires the establishment of

managing its costs and focussing on the core

a transport infrastructure to connect the place

competences of its activities.

of hydrogen production with its consumers,

which may represent a signiﬁcant investment.

The sector and market risks are dedicated to the

While in the short term a decentralized approach

hydrogen business and are depending on the

to industrial hydrogen supply may sufﬁce, with

development in this sector, which is driven by

growing demand the hydrogen consuming

governmental support to proceed with climate

industrial plants will have to be connected to a

change policy. The current use of hydrogen in the broader hydrogen network infrastructure. In order

ﬁght against global warming is still very limited.

to transport hydrogen by pipeline with the same

Therefore, the hydrogen market and in particular

energy density as gas, a very high pressure is

the market for green hydrogen produced by water required due to the low density of hydrogen. Such

electrolysis with renewable electricity on which

pressure can only be generated by compressors

H2APEX is focused, is an emerging market with

installed along the pipelines if sufﬁcient hydrogen

limited volumes as of today. Growth assumptions is available.

and estimates may not be correct and, as a result,

024

H2APEX GROUP MANAGEMENT REPORT

Furthermore, the industrial transition from fossil

The evolving green hydrogen industry is compe-

energy to green hydrogen may require substantial

titive and, due to H2APEX’s diversiﬁed business

investments for the construction of production,

model, H2APEX faces competition by different

transport, distribution and delivery tools. Financing market players depending on the respective busi-

sources may be public or private. Hydrogen market ness area. Some of H2APEX’s current and po-

players likely will compete with other players in

tential competitors may be larger and may have

renewable energy for access to these ﬁnancings

substantially greater resources than H2APEX has

and may not be able to secure sufﬁcient ﬁnancial

and expects to have in the future. They may also

resources for the development of a vibrant market

be able to devote greater resources to the devel-

for green hydrogen.

opment of their current and future technologies

or the promotion of their offerings or offer lower

Green hydrogen technology may be outperformed prices. The supervisory board and the manage-

and replaced by other (new) technological solutions ment are taking the risk into consideration while

based on other energy carriers. Competing techno- deﬁning the strategy for the Group.

logy may be superior in terms of energy-efﬁciency,

may be easier to implement on an industrial scale

H2APEX acts as a developer and system

and, ultimately, be more proﬁtable.

integrator for large third-party green hydrogen

projects. H2APEX covers the entire project

BUSINESS RISK

phase, from (pre-)feasibility studies and approval

planning to design, engineering, construction

In order to successfully grow its business in the

and commissioning. During the entire project

evolving market for green hydrogen, H2APEX

phase, which can take up to approximately 28

relies on its ability to recognize evolving market

months for small and mid-size projects, H2APEX

trends early and further develop its technologies

devotes signiﬁcant time to its projects and

to address these trends with its products and ser- allocates ﬁnancial resources to these activities.

vices properly and in a timely manner. The absorp- During such projects, H2APEX may encounter

tion of such growth, which cannot be assured,

difﬁculties inherent in any large projects, such as

depends, in part, on H2APEX’s ability to anticipate unexpectedly long delivery times for, or shortages

and manage its growth efﬁciently.

of, key equipment, parts and materials, labor

disputes and work stoppages, health, safety

Future growth may require the implementation

and/or environmental accidents/incidents or

or development of advanced internal controlling

other safety hazards, disputes with suppliers,

measures in order to ensure proper risk manage-

adverse weather conditions or any other force

ment, adequate business planning and reliable

majeure events, and delay in obtaining regulatory

ﬁnancial reporting. In the event such internal

approvals or permits. These difﬁculties, among

controls fail or are not progressed in line with busi- other things, could result in delays or additional

ness growth, H2APEX may, among other things,

costs that could make projects less lucrative than

not be able to prevent or detect errors, such as

initially planned. H2APEX could also be exposed

miscalculations of resources and capacities and

to contractual penalties for failure to complete the

accounting errors, or fraud.

project in a timely manner.

If H2APEX cannot manage its growth properly, it

Similar risks may also arise in the course of

may be unable to take advantage of market oppor- H2APEX’s own operations, such as the construc-

tunities, execute its business strategies or respond tion of an up to 600 MW green hydrogen plant in

to competitive pressures. Any failure to effectively Lubmin at the Baltic Sea near the German-Polish

manage H2APEX’s growth could materially and

border, which will be operated by H2APEX itself

adversely affect H2APEX’s business and pros-

on site after its planned completion in 2028. In

pects.

particular, H2APEX may be unable to identify

025

H2APEX GROUP MANAGEMENT REPORT

adequate locations for additional own green

particular, regulation on the production, storage,

hydrogen plants, which shall be close to the

distribution, and sale of green hydrogen and

hydrogen end-user, on the one hand, and, on

access to renewable energy sources to produce

the other hand, suitable for the production of or

this hydrogen is currently evolving and H2APEX

access to sufﬁcient renewable energy required

may face risks associated with changes to these

for the electrolysis.

regulations.

The business risks are controlled by project

From time to time, H2APEX may be involved in

management and ﬁnancial controlling. In regular

legal, governmental or arbitration proceedings

management meetings and supervisory board

related to the ordinary course of business,

meetings business risks and risk controlling are

including personal injury litigation, intellectual

monitored.

property litigation, contractual litigation,

environmental litigation, or tax as well as other

LEGAL RISKS

proceedings. Such disputes may be time-

consuming and may entail signiﬁcantly higher

Legal risks in connection with acquisitions,

operating expenses by additional legal and other

divestments, product liability, warranties or

related costs.

employment law are comprehensively analysed by

management and, where required, with external

H2APEX has its own legal department to avoid,

specialist consultants.

mitigate and control legal risks, supported by

external advisors.

H2APEX relies upon a combination of the

intellectual property protections afforded by

TECHNOLOGY RISKS

patent, copyright, trademark and trade secret laws

in Germany, as well as contractual protections, to

H2APEX cannot guarantee that it will be able to

establish, maintain and enforce rights in H2APEX’s develop commercially viable storage solutions

proprietary technologies.

for hydrogen and large-scale green hydrogen

production facilities in the timetable anticipated,

If H2APEX is not able to establish or adequately

or at all. In its storage business, the Group has

protect IP, in order to prevent infringements, it may developed and designed a pressure tank which

have to ﬁle infringement claims. However, there

has not been put into serial production yet.

can be no assurance that any such claims will be

In addition, the Group is currently developing

successful. Unauthorized use of IP may seriously

a chemical storage solution. However, only a

harm H2APEX’s business, damage its reputation

prototype exists so far and marketability has

and decrease the value of its property.

yet to be conﬁrmed. The Group may not be

able to develop the technology or achieve its

There can be no assurance that H2APEX’s know-

commercialization.

how and trade secrets will provide H2APEX with

any competitive advantage, as the know-how

In addition, before the Group releases any product

and trade secrets may become known to or be

to market, it needs to subject it to numerous

independently developed by others, including

ﬁeld tests. These tests may encounter problems

H2APEX’s competitors, regardless of measures

and delays for a number of reasons, many of

taken to try to preserve the conﬁdentiality.

which are beyond the Group’s control. If these

tests reveal technical defects or reveal that the

H2APEX is subject to several regulations

Group’s products do not meet performance

surrounding the security of supply and pricing

goals, including reliability, the commercialization

of electricity as well as regulations relating

schedule could be delayed, and potential

to chemical and hazardous substances. In

customers may refrain from purchase or use of

the Group’s systems and products.

026

H2APEX GROUP MANAGEMENT REPORT

Since the Group offers highly customized green

Even if H2APEX enters into lucrative customer

hydrogen production plant solutions in the

agreements, customers may not comply with

course of its project development business, the

payment terms resulting in payment default.

Group envisages the development of a mass

Competitive pressure and challenging markets

market only in its storage business with regard to may increase credit risk through sales to

pressure tanks, which may never develop, or not

ﬁnancially weak customers, extended payment

within the expected timeframe. If a mass market

terms and sales into new and immature markets.

fails to develop or develops more slowly than

If H2APEX is unable to collect outstanding

anticipated, the Group may be unable to recover

amounts payable, this may result in write-offs.

the losses it will have incurred in the development

of its hydrogen tanks and may never achieve

For mitigating customer risks, sales department

proﬁtability in this business area.

and legal department are working together to

deﬁne possible risk factors. Payment default

The Group’s solutions for the supply of green

will be monitored by controlling and ﬁance

hydrogen are modular, tech-agnostic and

department based on external ratings and other

tailor-made to comply with complex customer

sources.

requirements. Due to the complexity and novelty

of the developed projects, the Group’s concepts

SUPPLIER RISKS

may contain miscalculations, misjudgments,

design mistakes and other errors. Errors and

H2APEX’s business activities depend signiﬁcantly

defects may also occur during the integration

on a limited number of third-party suppliers for

phase. Once the electrolysis plant is fully

key components, such as electrolysers, including

operational, the Group may fail to properly

stacks, aggregates for water puriﬁcation and

maintain and service it, which may lead to defects. components for the compression of hydrogen for

Furthermore, customers may claim contractual

ﬁlling or transportation purposes. Since the green

penalties or compensation for damages. The

hydrogen market is about to develop, only few

Group may be liable under product liability laws.

suppliers exist worldwide. Its reliance on the few

existing suppliers exposes H2APEX to volatility in

Controlling and mitigating technology risks is the

the prices and availability of supply.

main task of the developing department and after

development mainly the task of quality ensurance. If any of H2APEX’s suppliers cannot or do not

meet their obligations under purchase orders or

CUSTOMER RISKS

supply agreements, including due to production

capacity limitations, supply chain bottlenecks,

H2APEX’s business success depends to a

obligations to other customers or otherwise,

large degree on, among other things, entering

or if supply chains are disrupted due to natural

into customer contracts with large companies.

disasters or military conﬂicts, H2APEX may

H2APEX’s negotiating power with new customers be unable to locate suitable alternative supply

may be limited and, therefore, H2APEX may

sources or channels, may be forced to pay higher

be unable to enter into customer contracts on

prices to obtain the necessary components from

favorable terms with appropriate prices.

other suppliers or via different logistic routes

on short notice or change suppliers and logistic

In the project development business, the Group

providers. This can lead to reputational risks for

develops and offers highly customized solutions,

H2APEX.

which may not meet potential customers’

demand.

Moreover, cyber incidents or suppliers’ ﬁnancial

difﬁculties or insolvencies may cause supply

chain disruptions.

027

H2APEX GROUP MANAGEMENT REPORT

H2APEX controls the risk by staying in touch

In addition, a breach of H2APEX’s IT security

with the supplier to be informed about changes

protocols or cyber-attacks (phishing attack,

in the supply chain. Second source policy is

intrusion into information systems, etc.) could lead

implemented and will be practiced as much as

to a personal data breach within the meaning of

possible.

the applicable regulations or could lead to the theft

of sensitive data, exposing H2APEX to the risk of

PERSONNEL RISKS

administrative, criminal or ﬁnancial sanctions, and

a signiﬁcant loss of conﬁdence in the security of

H2APEX’s success depends to a certain extent

its information systems on the part of customers

on the continued service of its management and

but also by suppliers and subcontractors.

other key personnel, including employees with

extensive know-how in hydrogen technology

Keeping a strong IT environment and investing in

and related research and development

IT security is one of the main targets to mitigate

(“R&D”) expertise as well as know-how in the

such risks.

development and design of green hydrogen

plants. The loss of the services of one or more

FINANCIAL RISKS

members of H2APEX’s management team or

other key personnel could have an adverse effect

a) Market risks (Interest, Currency, Price risk)

on its business.

As part of the ﬁnancing of its projects, H2APEX

There is a process for hiring qualiﬁed people by

uses a leverage effect to limit its equity capital

using different approaches. Key employees are

contribution.

mainly searched with the support of external

advisors. H2APEX is supporting employees as

If a project company, or its holding company,

much as possible, who wants to work (partly)

were to fail to meet its payment obligations

from home ofﬁce or by using ﬂexible working

under its ﬁnancing agreements or fail to comply

hours. A good team spirit in the Company is an

with certain minimum debt service coverage

additional advantage to retain the employees.

ratios, such default could render the project debt

immediately due. In the absence of a waiver or

IT RISKS

a restructuring agreement on the part of the

lenders, the lenders may be entitled to seize

The availability and efﬁciency of IT infrastructure

the assets or securities pledged as collateral

and applications is crucial for the economic

(including H2APEX’s interest in the subsidiary that

performance of H2APEX’s companies. IT risks

holds the facility).

consist of the possible failure of operational and

administrative IT systems.

H2APEX’s business and growth plan require

signiﬁcant ﬁnancing and reﬁnancing through

IT systems facilitate its sourcing, enterprise

the use of equity and external debt. In particular,

resource management, controlling, ﬁnance,

H2APEX will have to invest signiﬁcantly in

customer relations, and quality and order

connection with the awarded contracts. The ability

management, among other things. H2APEX may

to raise additional funds will depend on ﬁnancial

face signiﬁcant challenges in maintaining the

and economic conditions, as well as other factors,

security and integrity of its systems, the security

which may be beyond H2APEX’s control.

of third-party systems used in its business

and the data stored on, or processed by, these

In the EU, and particularly in Germany, several

systems.

projects support the decarbonization through

green hydrogen. However, the Group may only

028

H2APEX GROUP MANAGEMENT REPORT

partially be granted the amount of public funding

c) Liquidity risk

applied for, if any. Instead, the Group’s competitors

could beneﬁt from public funding. This could

With regard to debt ﬁnancing, H2APEX is exposed

adversely affect the Group’s competitive position,

to the risk of changes in interest rates in the event

business, and prospects. In case the Group is

of a renewed ﬁnancing, which could increase its

granted public funding, such funding may be

ﬁnancing cost and, under certain circumstances,

signiﬁcantly delayed and, as a result, the Group

lead to a reduction of its return on capital. It

may have to bear signiﬁcant costs when they

cannot be ruled out that credit institutions may

occur before receiving any public funds. Further,

in general limit their willingness to grant H2APEX

the granting of public funding may be conditional

such short-term ﬁnancing due to several different

and require compliance with certain obligations,

developments.

and it may also restrict the Group in the use of

funds. In case the Group does not comply with

Furthermore, equity raisings by H2APEX, such as

such conditions, it may have to return granted

the issue of new shares to shareholders and new

fundings, in part or in whole.

investors may not be successful or feasible on

favorable terms.

Moreover, existing public policies could be changed

or even reversed, due to a law or a regulatory or

Lack of ability to obtain sufﬁcient funding in the

administrative regulation which seeks to favor

future could have a material adverse effect on

certain traditional sources of energy or alternative

H2APEX’s growth opportunities, business and

renewable energy sources or because of budget

ﬁnancial condition and could, in the future, result

constraints entailing a reduction in public funds

in insolvency or liquidation of H2APEX. H2APEX

available for the implementation of such policies

manages this risk by controlling liquidity and

which support decarbonized solutions, including

liquidity forecasts on a regular basis.

green hydrogen.

EVALUATION OF THE OVERALL RISK

b) Credit risk

SITUATION

Credit risks exist regarding ﬁnancial institutions

Risks that could threaten the continued existence

and customers. The credit risk with respect to

of the Group are currently not present.

ﬁnancial institutions predominantly arises from

liquid funds. In order to minimize a possible risk of

4.2.2.RISK MANAGEMENT

default, ﬁnancial instruments are mainly entered

SYSTEM

into with counterparties with prime credit ratings.

The credit risk with respect to customers consists

of granting terms of credit and the associated

H2APEX manages company risks with a group-

risk of default. Credit risk is managed on a group-

wide risk management system, which is an integral

wide basis. Credit risks arise from cash and cash

component of the business processes and a

equivalents, and deposits with banks and ﬁnancial signiﬁcant element of the decision-making in

institutions. Credit exposures to customers,

the Company. This allows timely identiﬁcation of

including outstanding receivables and committed

potential risks arising in connection with business

transactions, are managed by the individual group activities, as well as risk monitoring and limitation

companies. The monitoring of the credit risks is

using suitable control measures. At the same time,

supported by an internal monthly reporting.

the risk management system serves as a tool to

help seize opportunities in the best possible

manner in terms of the Group strategy. The risks

relevant can be divided into external, i.e. market

and sector-speciﬁc risks, as well as internal risks.

029

H2APEX GROUP MANAGEMENT REPORT

4.3.

REPORT ON

The latter include strategic, ﬁnancial, operational

OPPORTUNITIES

and company-related risks. The risks deﬁned are

documented in the regular reporting of the

Companies. If relevant, adhoc reporting is deﬁned

FIRST MOVER ADVANTAGE BASED ON

and speciﬁc measures will be implemented.

HYDROGEN INDUSTRIAL PARK IN ROSTOCK-

Additionally, deﬁning investment opportunities and LAAGE

selecting the possible investments is controlled

and monitored in detail, too.

In contrast to many other hydrogen companies,

the Group has more than 20 years of experience

H2APEX’s core objective is the capital manage-

in the renewables energy market and has

ment to safeguard the ability to continue to

speciﬁcally concentrated on the hydrogen

perform its core activities of the development

market for several years. Its own grid-connected

of end to end customized green hydrogen and

hydrogen power plant, which was inaugurated

power solutions, maintaining a solvent, reasonable in 2020 and became fully operational (in test

and optimal capital structure, reducing the cost

mode) in May 2021 is one of the ﬁrst fully

of capital and also ensuring the sustainability of

integrated and sector-coupled green hydrogen

its activities in the long term, providing returns to

production facilities in an MW scale in Germany

shareholders and beneﬁting the remaining interest (and Europe). The Group’s management believes

groups with which H2APEX interacts. H2APEX is that this track record of being a ﬁrst mover in

in a growth phase and is building up the business. the hydrogen space has, to a certain degree, set

This is ﬁnanced by collecting equity and borrowed the Group apart from most of its competitors,

capital. The Company is managed according to

as the gathered experience and operational data

liquidity aspects.

collected has created a unique selling proposition

and provides credibility that the Group has the

Adaptation of the systems to H2APEX’s risk proﬁle capabilities to successfully complete projects

is managed individually by speciﬁcally analyzing

in a nascent market.

each of the risks and their conditioning factors

and taking into consideration their nature, origin,

ATTRACTIVE GROWTH MARKET UNDER-

possibility and probability of occurrence and the

PINNED BY SOLID FUNDAMENTALS

signiﬁcance of their impact. Management meas-

ures (such as hedges, mitigation, opportunity, etc.) With green hydrogen demand expected to reach

that are viable for each risk are also considered.

a signiﬁcant market share by 2030 (Source:

McKinsey & Hydrogen Council, Hydrogen for

Controls are based on the approval of manage-

Net-Zero), the Group is active in an attractive

ment policies and include mechanisms to set and growth market. While grey hydrogen had a share

control operational limits, as well as authorization

in the overall hydrogen production of 98% in 2020

and supervision processes, together with opera-

(Source: Alpha report), it is bound to be phased

tional procedures.

out in the next decades due to several trends

and activities. Governmental decarbonization

efforts result in increasingly stringent regulations,

such as emission trading schemes or the

carbon border adjustment mechanism, an EU

mechanism for payments on imports of carbon-

intensive products. Aiming in the same direction,

public support schemes bolster the development

of green hydrogen deployment through funding,

030

H2APEX GROUP MANAGEMENT REPORT

e.g., the IPCEI on hydrogen, which was initiated

ADVANTAGEOUS LOCATION AND GEO-

in December 2020, or REPowerEU, a set of

GRAPHIC FOCUS TO CAPTURE GROWTH

measures proposed by the EU Commission to

reduce energy consumption, generate renewable

The Group’s operational headquarters and its

energy and diversify European energy production. industrial park are located in Rostock-Laage

Such support schemes do not only exist in the in the north of Germany at the Baltic Sea

EU, but also in the US and China. The anticipation coastline. Due to the access to the Baltic Sea

of funding has led to strong recent growth in the

and the high capacities regarding onshore and

hydrogen market, in particular regarding capacity

offshore wind energy generation, this region

announcements, the maturing of hydrogen

offers multiple sources for the production of

projects and the deployment of electrolyzers.

green energy. The federal state Mecklenburg-

(Source: McKinsey & Hydrogen Council, Hydrogen Western Pomerania, to which Rostock belongs,

Insights)

is one of the pioneers with its green energy and

green hydrogen strategy, providing ﬁnancial

In addition to the megatrend relating to

support for research institutions and companies.

decarbonization and the increased use of

In addition to green energy, water is the base

renewable energy sources, the decline of

material for the production of green hydrogen

electrolyzer costs will also foster the market

and is readily available in high quality both at

growth in the green hydrogen market.

the Group’s operational headquarters and at the

Electrolyzers are a key component for the

locations where the Group is doing business. As

production of green hydrogen and the costs of

the Group will continue to focus on the EU for its

electrolyzers are a major expense item. Scaling

operations in the mid-term, there is a very low

and automation of electrolyzer production is

risk that high-quality water will become scarce

expected to result in a signiﬁcant decline of

in the geographies where the Group currently

electrolyzer costs even though there might be

is and intends to be present in the mid-term.

shortages of electrolyzers in the mid-term.

Moreover, while sea water is not yet used for

electrolysis purposes, ﬁrst pilot lines exist for

The hydrogen market itself is also developing

the use of sea water in hydrogen production, so

positively due to new hydrogen-related

the close proximity of the Group’s location to

technologies and applications. The market is

the Baltic Sea is also a long-term advantage, in

still very dynamic, especially with regard to the

particular as desalination costs are expected to

storage and transport segment. With regards

have a low impact on overall hydrogen production

to applications, the green hydrogen market is

costs (Source: Hydrogen Council, Sufﬁciency,

currently primarily focused on the chemicals,

sustainability, and circularity of critical materials

ammonia and reﬁning industry (Source: IEA,

for clean hydrogen).

Global Hydrogen Review), which are also focus

segments of H2APEX. However, other end-use

The Rostock region is also a node for gas

segments are entering the green hydrogen market, pipelines. For example, the Nordstream twin

such as the power segment (regarding mid- and

pipeline system ends in Lubmin, which is just 130

long-term storage), road mobility and export

km away from Rostock and where the Group is

(requiring reliable transport solutions) (Source:

currently in the draft planning stage for an own

Alpha report). While it remains to be seen how

grid injection plant with an electrolysis capacity

likely a shift to green hydrogen for these segments of up to 600 MW. The existing pipelines, which

will be, a diversiﬁcation could be an opportunity,

are currently used for the transport of natural gas,

in particular for small and mid-sized project

can be retroﬁtted for the transport of hydrogen,

developers.

so that the Group can rely on an existing

infrastructure and an economically viable solution

also for long-distance transmission. There are

031

H2APEX GROUP MANAGEMENT REPORT

already several projects for the conversion of

and implementing the ICS, the cost/beneﬁt effect

existing hydrogen pipelines, which are in different

must be taken into account; risk and control must

development stages, with the ﬁrst retroﬁtted

be in balance. The following principles generally

pipelines expected to be available for hydrogen

apply: transparency, the “four-eyes principle”, sepa-

transport from 2027 on. One of these projects is

ration of functions and minimum information. The

“Flow – making hydrogen happen”, which intends

management of all group companies is obliged to

to create a north-south transport route for green

comply with these requirements and to align the

hydrogen from Lubmin to Stuttgart, thereby

relevant internal processes accordingly. Internal

connecting large areas in Eastern Germany,

and external audits document compliance and

including the Halle/Leipzig chemical triangle as

violations and evaluate potential for improvement.

well as the Rhine-Main and the Rhine-Neckar

region. With its expected feed-in capacity of

The reporting, management and controlling of

up to 20 GW, such pipelines are designed to

risks are structured hierarchically. The Finance

create additional supply security, especially for

department implements the requirements of the

consumers with large hydrogen requirements.

accounting process. Risks of errors in accounting

are largely eliminated or minimized through the

following processes:

5. INTERNAL CONTROL

SYSTEM AND RISK

Uniform IFRS accounting guidelines, sup-

MANAGEMENT SYSTEM

ported by standardized reporting forms or ﬁles

RELEVANT FOR THE

that are mandatory when collecting data and

consolidating them. Consolidation software is

CONSOLIDATED

used signiﬁcantly here.

FINANCIAL REPORTING

PROCESS

The authorization concept for the central

accounting systems is uniformly regulated.

The internal control system (ICS) is an integral

Access to the systems and the competence

part of the H2APEX Group's corporate risk

regulations are limited.

management system. The internal control system

refers to the principles, regulations and procedures

Group reports are reviewed within the Finance

introduced by management and aimed at the

department and additionally by other internal

organizational implementation of management

and external persons before they come to

decisions. What must be ensured is the protec-

attention of the management board or super-

tion of assets from loss, misuse and damage, the

visory board for second level review.

achievement of organizational goals, the ensur-

ing of proper, economical, efﬁcient and effective

Expert external persons are consulted for com-

processes, the reliability of operational informa-

plex issues such as option programs, purchase

tion, in particular the reliability of accounting, and

price allocations or other accounting issues

compliance with laws and regulations including

accounting standards. The ICS has both a preven- The ICS is still under development at H2APEX, as

tive and an audit function and supports the ﬂow of growing business and higher complexity of the

company processes.

business increase the need for an efﬁcient ICS

and the demands on the ICS. H2APEX strives to

The ICS is implemented through work instructions continue to implement standardized processes

as well as through the establishment of processes and speciﬁcations, which are largely IT-based or at

and controls. These processes can be manual, IT- least IT-supported.

supported or completely IT-led. When introducing

032

H2APEX GROUP MANAGEMENT REPORT

6. SUSTAINABILITY

pact both our business and society. We then

established robust data collection processes to

Sustainability is at the core of our corporate stra-

enhance the accuracy and completeness of our

tegy. As a green hydrogen producer, we contribute sustainability disclosures, integrating ESG metrics

to the decarbonization of various sectors and play into our existing ﬁnancial and operational repor-

a key role in the global energy transition, support- ting systems. Collaboration with internal and

ing a low carbon economy, through responsible

external stakeholders, including suppliers, regu-

production processes, transparent reporting, and

lators, and industry partners, has been crucial in

close collaboration across our value chain.

ensuring that our sustainability strategy aligns

with best practices and evolving regulatory expec-

In 2024 a lot of our focus was on taking steps

tations. As we progress on this path, we remain

to help us prepare for the upcoming European

committed to continuous improvement, using

sustainability reporting. The Corporate Sustain-

CSRD as a framework not only for compliance

ability Reporting Directive (CSRD) is setting new

but as a driver of long-term sustainable value

standards for transparency and accountability

creation.

in our sustainability performance. The transition

to CSRD-aligned reporting requires a structured

We continued our commitment to our sustainabil-

and phased approach, ensuring compliance while ity strategy, focused on the three pillars: environ-

creating value for stakeholders. Our journey began mental responsibility, being an engaged employer,

with an in-depth double materiality assessment,

and being a trustworthy business partner and

identifying the most signiﬁcant environmental,

maintained the goals we set up last year.

social, and governance (ESG) topics that im-

Environment

Social

Governance

Material Topic

Strategic Goal*

Material Topic

Strategic Goal*

Material Topic

Strategic Goal*

Positive and supportive

Company Culture

Developing a climate

High employee satisfaction

corporate culture

Climate Change Mitigation

Own Employees: Working

strategy to reach net-zero

and long-term engagement

(incl. Energy)

Zero-Tolerance towards

emissions

Corruption and Bribery

bribery and corruption

Own Employees:

Guarantee, protect and

Decreasing occupational

Occupational Health and

Whistleblower

Implementation of

support whistleblowers

health and safety risks

Safety

Water Withdrawal

resource-efficient concepts

Active participation in

group wide

Political Engagement and

committees and

Development of a Supply-

Lobbying

Employees in the

associations

Chain-Compliance-

supply chain

Development and

Management-System

Fostering long-term

Environmental

implementation of an

Supplier relationships

supplier relationships

Management

effective environmental

Open and transparent

strategy

Developing a data

Community Relations

communication with

Data Privacy and Security

protection and information

impacted communities

Reducing the effects of

security system

company activities on

Biodiversity and

Promote and support the

biodiversity, through

Achieving and maintaining

Transition to a Low-Carbon-

Ecosystems

Consumers and

transition to a Low-Carbon-

sustainable company

of high customer

Economy

End Users

Economy

practices

satisfaction

In 2024, we continued to work on the issues

our operations and value chain. With this solid

that we have identiﬁed as material last year and

groundwork in place, we are now well-positioned

placed a strong emphasis on developing our

to take the next critical steps – identifying and

climate strategy and conducting a comprehensive assessing our physical and transition risks, a key

assessment of our emissions, as this is where

requirement planned for 2025. By integrating

most of our risks, but also opportunities lie. This

these insights into our risk management frame-

foundational work has enabled us to gain a clear

work, we aim to proactively address climate-

understanding of our carbon footprint across

related challenges, enhance our resilience, and

033

H2APEX GROUP MANAGEMENT REPORT

align our business with evolving regulatory and

mate impact, strengthen our sustainability

market expectations. This structured approach

performance, and contribute meaningfully to

will ultimately allow us to fully manage our cli-

global decarbonization efforts.

Materiality Matrix

Company Culture

Own Employees: Occupational

PB - Climate Change Mitigation

Health and Safety

PB - Environmental Management

Own Employees: Working

PB - Water Withdrawal

PB - Employees in the supply chain

PB/SB - Consumers and End Users

Corruption and Bribery

Supplier relationship

Political Engagement & Lobbying

Data Privacy and Security

SB - Employees in the supply chain

PB - Biodiversity and Ecosystems

Transition to a Low-

Whistleblower

Carbon-Economy

SB - Environmental Management

PB/SB - Community Relations

SB - Climate Change Mitigation

Primarily

SB - Water Withdrawal

SB - Biodiversity and Ecosystems

Opportunities

Primarily

Risiks

Risk &

Risks and Opportunities

Opportunity

H2APEX Value Chain

By conducting a thorough analysis, we have been

The value chain of a green hydrogen production

able to map critical touchpoints, dependencies,

company is a comprehensive, integrated process

and sustainability impacts throughout our opera-

that spans the entire lifecycle of hydrogen from its

tions. This has provided us with greater insight

production to its delivery and utilization. At the core into where our risks, opportunities, and areas

of this value chain lies the sustainable generation

for improvement lie—whether in procurement,

of green hydrogen, produced using renewable en-

logistics, operations, or end-of-life considera-

ergy sources such as wind, solar, and hydro power, tions. With this knowledge, we can develop more

ensuring zero carbon emissions. Each stage of the targeted and effective programs, action plans,

process – from the development of production fa- and mitigation strategies that not only minimize

cilities and storage units to the production, storage, risks but also drive long-term value creation. This

and distribution of hydrogen – plays a critical role

structured approach enables us to set clear and

in optimizing efﬁciency, meeting regulatory stan-

measurable sustainability targets, enhance resil-

dards, and driving innovation in the energy sector.

ience against external challenges, and strengthen

collaboration with key stakeholders. Ultimately,

This value chain not only involves the technological this deeper value chain understanding supports

development of advanced hydrogen production

our ability to align with our corporate sustain-

systems but also incorporates essential elements

ability strategy, comply with evolving regulatory

such as quality assurance, risk management, cus-

frameworks, and contribute to a more sustainable

tomer support, and environmental impact moni-

energy ecosystem.

toring. Through this end-to-end approach, green

hydrogen can signiﬁcantly contribute to global

decarbonization efforts, supporting the transition

toward a sustainable energy future.

034

H2APEX GROUP MANAGEMENT REPORT

H2APEX Supply Chain

UPSTREAM

OWN BUSINESS

DOWNSTREAM

▪

Sustainable procurement

▪

Project development & implementation

▪

Sales & customer management

▪

Infrastructure planning

▪

Tech nolo gy & Production

▪

Sustainability & Monitoring

Research & Development

Operation & Maintenance

Research & Partnerships

▪

Financing & Investments

▪

Trade & Marketing

▪

Logistics & Infrastructure

▪

Sustainable procurement

▪

Employee responsibility

▪

Infrastructure & Production

▪

Conservation of resources

▪

Monitoring ecological impacts

▪

Supply Chain Management

▪

Quality & risk management

▪

Disposal & resource cycles

▪

Regulatory compliance

▪

Regulatory compliance

Sustainability Policies: Guiding Principles for a

sible sourcing principles, requiring our suppliers

Green Hydrogen Future

to uphold ethical labour practices, environmental

As a leader in the green hydrogen sector, we are

stewardship, and human rights. Additionally, our

committed to advancing a sustainable energy

Health & Safety Policy reinforces our dedication

future. Our policies are designed to guide our

to a safe and healthy work environment, with pro-

operations and ensure that every aspect of our

active measures to mitigate risks and promote

business supports environmental stewardship,

well-being. Through these initiatives, we strength-

social responsibility, and long-term economic

en our corporate responsibility and build a more

viability. We recognize that the transition to a clean sustainable and ethical future for all stakeholders.

energy future is not only a technological chal-

lenge but also a responsibility to our stakeholders, In 2025, we are implementing our Environmen-

communities, and the planet. Our commitment to

tal Policy and Anti-Discrimination and Diversity

transparency, continuous improvement, and the

Policy to further demonstrate our commitment

reduction of our carbon footprint drives our

to sustainable development—not only through

actions in every step of the hydrogen value chain.

our products but also in the way we support and

engage with our employees. Our Environmental

Through these policies, we aim to promote a

Policy will outline our approach to minimizing envi-

cleaner, more sustainable energy landscape while

ronmental impact, promoting resource efﬁciency,

meeting the growing demand for hydrogen solu-

and integrating sustainable practices into our

tions that support industries and communities

operations. It will reinforce our dedication to redu-

in their decarbonization efforts. Our dedication

cing emissions, managing waste responsibly, and

to sustainability is not just a part of our business

supporting environmentally conscious initiatives.

strategy—it is at the core of our mission to create

Our Anti-Discrimination and Diversity Policy will

lasting value in the transition to a carbon-neutral

establish our commitment to fostering a diverse

world.

and inclusive workplace where all employees feel

valued, respected, and empowered. It will set prin-

In 2024 we adopted and rolled out several poli-

ciples for equal opportunities, fair treatment, and

cies to guide our interactions with our employees,

proactive measures to create an inclusive culture

partners, and suppliers, ensuring integrity, respon- that embraces different backgrounds, perspec-

sibility, and compliance with industry standards.

tives, and experiences.

Our Code of Conduct outlines the values and be-

haviours that guide our daily operations, fostering

By introducing these policies, we aim to streng-

a culture of respect, fairness, and accountability.

then our role in driving positive change both within

The Supplier Code of Conduct establishes respon- our organization and the wider community.

035

H2APEX GROUP MANAGEMENT REPORT

ENVIRONMENTAL

Climate Strategy

OOur climate strategy follows a clearly deﬁned

As part of our sustainability management, we

reduction path aligned with the Paris Agreement's

systematically record and assess our company’s

goal of limiting global warming to 1.5°C. Accord-

greenhouse gas emissions on an annual basis.

ing to the right XDC model , our current climate

Our objective is to minimize our ecological foot-

impact corresponds to a warming of 2.2°C, which

print and actively contribute to climate protection

we aim to reduce in line with this target. This will

through targeted reduction measures.

be achieved gradually through targeted measures

in various scopes.

A key element of our approach is the deﬁnition

and validation of relevant emissions data in close

In the period from 2025 to 2030, measures will

collaboration with an external consultancy, ensu-

initially be implemented in Scope 1, including the

ring alignment with the Greenhouse Gas Protocol. utilization of waste heat from our hydrogen pro-

This methodology guarantees a consistent and

duction, electriﬁcation of the vehicle ﬂeet as well

comparable data framework, enabling us to

as the use of sustainable refrigerants, which will

monitor progress effectively.

reduce the predicted global warming to 2.1°C. In

We place great emphasis on structured and trans- a further step, energy procurement in the supply

parent data collection. Emissions across all rel-

chain will be optimized in Scope 3 and the pur-

evant business areas are recorded annually, with

chase of sustainable goods and services will be

data systematically gathered from the responsible stepped up to achieve a further reduction to 2.0°C.

departments and consolidated for comprehensive

analysis.

From 2030, more in-depth measures around

supplier management (Scope 3) will be introduced

This rigorous approach not only ensures compli-

in two stages. Through extended engagement

ance with legal requirements but also supports

measures with suppliers, the XDC value is

our commitment to ambitious climate targets. It

expected to fall to 1.7°C and ﬁnally - with further

provides the foundation for the development and

developed measures - to the target of 1.5°C.

implementation of effective emission reduction

measures. We regularly publish our GHG balance

This strategy ensures that the company operates

(Scope 1, 2, and 3) on our website, reinforcing our

in line with the Paris Agreement and sustainably

commitment to transparency and accountability

reduces its own climate footprint by using an

in climate action.

effective, science-based management model.

Utilization of the right XDC model as a control element for the climate strategy

and the reduction path from 2.2° to 1.5°

Status Quo

Scope 1: Electrification of

Scope 3: Greening the upstream

Scope 3: Advanced supplier

heating and the vehicle fleet. Use

chain in the area of energy (3.3) engagement measures (step 1)

engagement measures (step 2)

of sustainable coolants

Purchasing sustainable goods

and services

2,2°C

2,1°C

2°C

1,7°C

1,5°C

2030 - 2050

2025 - 2030

¹https://right-basedonscience.de/en/csrd/

036

H2APEX GROUP MANAGEMENT REPORT

Environmental KPIs 2024

We will derive further measures from the data

Electricity consumption at our main site in Rostock obtained and integrate them into our comprehen-

Laage rose to 5.757709 GWh in 2024. Compared

sive sustainability and climate protection strategy.

to the previous year (2023: 0.88897 GWh), this

The ongoing evaluation of energy consumption

represents an increase of 548%. This jump in

and generation, coupled with our clear focus on

consumption is primarily due to the increased

renewable energies, creates a solid basis for future

production of hydrogen in the fourth quarter.

investment decisions and makes a signiﬁcant

Although such an increase may seem signiﬁcant

contribution to achieving our climate targets.

at ﬁrst glance, it demonstrates the growing

demand for green fuel from our customers.

Next Steps

Building on our existing sustainability efforts, we

At the same time, we were able to signiﬁcantly ex- will further strengthen our climate and ESG mana-

pand our total energy production through our own gement through targeted initiatives. A key priority

photovoltaic park. In 2024, we achieved generation is the implementation of a climate risk analysis,

of 3.139293 GWh - an increase of 108% compared conducted in collaboration with relevant business

to 1.511 GWh in 2023. This development makes a

units to systematically assess and mitigate

signiﬁcant contribution to reducing external energy potential climate-related risks.

purchases and demonstrates our efforts to cover

the increasing demand for electricity in our com-

In addition, we will expand our KPI framework,

pany as partially self-reliant. The self-sufﬁciency

enabling a more comprehensive measurement of

rate for 2024 was 54.52% (2023: 100%), reﬂecting

our sustainability performance. This includes the

the increased energy demand due to the start of

implementation of an advanced ESG data man-

hydrogen storage production. Despite this tempo-

agement system, ensuring structured, efﬁcient,

rary decline, we remain committed to achieving

and transparent data collection and analysis.

a 100% self-sufﬁcient energy supply in the future.

This makes an important contribution to our

Another focus area is the assessment and repor-

greenhouse gas balance, as the carbon footprint

ting of our EU Taxonomy alignment, which will

of the energy we procure is minimized as far as

enhance transparency in sustainable economic

possible.

activities and support regulatory compliance.

The key ﬁgures listed here illustrate not only the

Furthermore, we will actively engage with our stra-

progress we have made, but also the challenges

tegic suppliers to collectively reduce the carbon

we face in implementing our energy and climate

footprint of our products and strengthen sustain-

strategy. On one hand, the expansion of renew-

ability across our value chain. By fostering collabo-

able energy plants strengthens our position as a

ration and innovation, we aim to achieve greater

sustainable company, while, increasing produc-

environmental impact and contribute to long-term

tion requirements - for example in the context of

climate resilience.

hydrogen production - require us to continuously

review and optimize our energy portfolio. The aim

is to implement efﬁciency measures and inno-

vative technologies in order to meet the growing

demand for energy in the most resource-efﬁcient

way possible.

037

H2APEX GROUP MANAGEMENT REPORT

SOCIAL

Training and further qualiﬁcation

In the ﬁnancial year, we invested EUR 87,982

The social pillar of our ESG strategy encompasses in training measures to ensure the continuous

all activities aimed at creating a positive working

development of our workforce. This expenditure

environment, promoting our employees and pro-

includes both specialist qualiﬁcations and soft

tecting their health. We measure our progress

skills training to prepare our employees optimally

using various key ﬁgures and are guided by

for the demands of the market. Through regular

national and international standards.

training, we ensure that the latest industry devel-

opments are promptly incorporated into daily work

Workforce and employee commitment

processes and that knowledge within the com-

A key indicator of a motivating working environ-

pany is constantly growing.

ment is our engagement score, which currently

stands at 72%. This indicator shows the extent

Health and Safety

to which our employees are connected to the

The health and safety of our employees is our top

company, are involved and live its values. Although priority. In the ﬁnancial year, 12 reported accidents

we have already achieved a solid result here, we

were recorded, resulting in 113.5 days of absence.

see the engagement score as a starting point for

Our Lost Time Injury Rate (LTIR) in 2024 is 65. To

further measures to promote workplace culture,

continuously improve our safety levels, we carry

team dynamics and leadership quality.

out regular risk assessments and hazard assess-

ments. In the reporting year, we carried out 2 risk

Our team had an average of 137 employees in the assessments and 10 hazard assessments. In

past ﬁnancial year, including 31 women (22,6%).

addition, 17 commissioned and active persons are

In this way, we aim to raise the proﬁle of diversity

involved in our occupational health and safety or-

and further increase the proportion of women in

ganization to raise awareness of the topic across

all areas of the company. We consider diversity to

the board.

be a decisive factor for innovation and sustainable

corporate success, as different perspectives and

Our alignment with the international ISO 45001

experiences can contribute to better decisions.

standard underlines our efforts to establish a

structured and certiﬁed occupational health and

In the ﬁnancial year, 19 employees left our

safety management system. Implementing and

company, which corresponds to a ﬂuctuation

complying with the requirements set out in the

rate of 13.9%. We continuously analyze the

standard ensures that we identify risks at an early

reasons for resignations in order to identify any

stage and proactively reduce them. The cur-

potential for structural improvement and initi-

rent sickness rate of 3.19% shows that we have

ate targeted measures. Our aim is to retain our

a stable health situation overall, but at the same

talented employees in the long term and establish time want to continue to identify and capitalize on

an attractive employer brand.

optimization potential.

Employee Distribution

Next Steps

Our aim is to continuously strengthen the social

31;

aspects of our corporate culture and practices.

23 %

To this end, we will continue to expand measures

to increase engagement, enhance diversity and

Male

continuously improve health and safety standards.

Female

At the same time, we want to ensure that our

employees can continue to develop professionally

106;

and personally by offering targeted training and

77 %

038

H2APEX GROUP MANAGEMENT REPORT

development opportunities. By regularly reviewing greenhouse gas (GHG) inventory, which provides

our key ﬁgures and communicating with internal

information on our direct and indirect emissions

and external stakeholders, we ensure that our

intensity. The results are used to derive actions to

social strategy makes a substantial contribution to achieve our climate change targets and streng-

the overall development of the company.

then our commitment to environmental and

climate protection.

GOVERNANCE

We continually review the effectiveness of our

Overall responsibility for ESG issues in our com-

governance structures based on the metrics

pany lies with the Chief Financial Ofﬁcer (CFO).

collected and feedback from the relevant com-

The ESG & Compliance Manager reports directly

mittees. New legislation, market trends and

to the CFO, with an additional reporting line to the

stakeholder expectations are taken into account in

Supervisory Board. Current progress in the area of regular adjustments to the sustainability program.

ESG & Compliance is transparently presented and In this way, we ensure that our ESG governance

discussed at regular meetings of the Audit Com-

not only meets legal requirements, but also cre-

mittee. This dual reporting line ensures that ESG

ates real value for the company, our employees

issues are ﬁrmly anchored in top management

and society.

and that an independent oversight body is con-

tinuously informed of relevant developments.

Risk Assessment

Our ESG risk analysis is fully integrated into the

The ESG & Compliance Manager is responsible for company-wide Compliance Management System

the central coordination of all sustainability issues (CMS). This ensures that ESG risks - just like other

within the company. In particular, cooperation with compliance issues - are systematically recorded,

the Human Resources, Finance, Legal, Purchasing assessed and managed. The ESG & Compliance

and Quality Management departments is crucial

Manager coordinates the identiﬁcation and as-

to the implementation of the deﬁned ESG goals

sessment of ESG risks in close consultation with

and the collection of relevant key ﬁgures. Regular

the relevant specialist departments as well as the

coordination meetings, clear lines of responsibil-

CFO and the Supervisory Board and Audit Com-

ity and deﬁned communication channels ensure

mittee.

transparency and avoid redundant structures.

Identiﬁcation and assessment of ESG risks

Sustainability goals, KPIs and their monitoring

Last year, we conducted a materiality analysis to

Our sustainability goals have been developed

inform the development of our sustainability strat-

through a series of workshops with an external

egy. This enabled us to identify the sustainability

consultancy and are set out in a Sustainability

and ESG issues that are most relevant to our busi-

Program. The goals are based on international

ness and to integrate them into our strategic think-

standards and designed to reﬂect our environmen- ing. In 2025, we will conduct a full, double materi-

tal, social and governance ambitions. With the ality analysis in collaboration with external experts,

help of external consultants, we have been able to in line with the requirements of the CSRD. This will

identify best practices, develop tailored measures

enable us to systematically capture and prioritize

and set clear targets.

both the environmental and social impacts of our

business and the ﬁnancial impact of sustainability

A key component is the systematic collection of

issues on our business model.

ESG data. This process takes place once a year

and is used to quantify the performance indica-

We also plan to conduct a comprehensive climate

tors for the previous ﬁnancial year and to include

risk analysis in 2025. Based on our 2024 Climate

them in internal and external reporting. A key ele-

Strategy and associated reduction path, we will

ment of this data collection is the preparation of a

model climate scenarios and examine the poten-

039

H2APEX GROUP MANAGEMENT REPORT

tial impacts on our operations, sites and supply

to enable fact-based decisions to be made. Our

chains. Based on this, we will develop speciﬁc

sustainability reporting is currently carried out on

action plans to achieve our CO₂ reduction targets

a voluntary basis, although we intend to prioritize

and minimise climate-related risks in the long

reporting within the scope of CSRD requirements

term.

in particular in the future in order to meet the

increased legal requirements and the expecta-

In addition to environmental risks, we consider

tions of our stakeholders. We also plan to further

potential risks along the supply chain (e.g. human

expand our voluntary sustainability reporting and

rights abuses), labour and social risks as well as

make it available in addition to CSRD reporting.

traditional compliance issues (e.g. corruption,

This will create additional transparency about our

money laundering, data protection). The results

ESG activities and continuously document our

are fed into our central risk register, which is up-

progress in the areas of sustainability, risk mana-

dated regularly.

gement and compliance.

As part of our CMS cycle, we conduct a system-

Data protection and information security

atic annual compliance risk analysis to assess

The ESG & Compliance Manager is also our

potential risks in terms of both likelihood of

appointed Data Protection Ofﬁcer (DPO) and is

occurrence and potential ﬁnancial, reputational

therefore responsible for all measures relating

and operational impact. Identiﬁed risks are then

to data protection. The further development and

transferred to a central risk register, which records implementation of information security is carried

responsibilities, mitigation measures and escala-

out in close cooperation with the IT department.

tion channels. This register is updated at least

This structured division enables us to ensure that

once a year, reviewed as part of the management

both compliance with statutory data protection

report and adapted to changing market conditions requirements and the technical security of our

or regulatory requirements. Through this close

systems are taken into account in an integrated

integration with the CMS and the ongoing review

governance structure.

process, we ensure that our ESG risk manage-

ment is always up to date and meets our com-

Technical and organizational measures

pliance standards.

We have integrated all the necessary require-

ments in accordance with the GDPR into our

Complaints procedure and handling of critical

company processes. This includes, in particular,

ESG incidents

keeping a record of processing activities, conclu-

We have a deﬁned complaints procedure that

ding data processing agreements with relevant

has been implemented as part of our whistle-

service providers and establishing technical and

blower system in accordance with the German

organizational measures (TOMs) to ensure the

Whistleblower Protection Act (HinSchG). In this

protection of personal data.

way, compliance violations or other relevant risks

can be reported at an early stage and prioritized.

Our TOMs ensure that the conﬁdentiality, integrity

In the event of acute ESG incidents, we endeavor

and availability of sensitive information are main-

to take appropriate countermeasures as quickly

tained at all times. These include, for example,

as possible and are pursuing initial concepts to

appropriate access controls, encryption tech-

further strengthen our ability to respond to crisis

nologies, structured authorization management,

situations.

regular data backups and deﬁned emergency

plans. As part of internal audits, we continuously

Reporting und Transparency

check whether the measures taken are effective

As part of our internal reporting, the results of the

and whether adjustments to new technical and

compliance risk analysis are regularly reported

regulatory developments are necessary.

to top management and the Audit Committee

040

H2APEX GROUP MANAGEMENT REPORT

CORPORATE

Audit for compliance with NIS2 requirements

GOVERNANCE

As part of a recent InfoSec audit, independent

STATEMENT

experts assessed our security measures and, in

particular, examined our compliance with NIS2

requirements. According to them, our company

H2APEX Group SCA (the “Company” or

already has a very high level of security; optimi-

“H2APEX”) recognizes the importance of cor-

zation potential was only identiﬁed in a few areas. porate governance. The corporate governance

The auditors also conﬁrmed that our information

rules of the Company are based on Luxembourg

security concept is put into practice just as con-

law (the “Law”) and its articles of association (the

sistently as described in the documentation. This

“Articles”).

feedback conﬁrms our efforts to date and forms

the basis for further improvement measures.

Electronic copies of the Articles can be down-

loaded from the website of H2APEX Group SCA:

Employee awareness

A key factor in the effectiveness of our data

https://ir.h2apex.com/ﬁleadmin/downloads/ir/

protection and information security measures is

corp_govern/2024-01-18_H2APEX_Group_SCA_

the ongoing sensitization of all employees. In

Koordinierte_Satzung.pdf

addition to comprehensive compliance training,

we provide speciﬁc guidelines and handouts on

The main characteristics of the Company’s inter-

the topics of data protection and information

nal control and risk management systems, as far

security. We also offer regular e-learning

as the establishment of ﬁnancial information is

modules and face-to-face events to highlight

concerned, can be found under section 5 of this

potential risks (e.g. phishing, social engineering)

report.

and teach employees how to handle sensitive

information securely.

THE SUPERVISORY BOARD AND THE

GENERAL PARTNER

Incident-Response-Process

In the event that security incidents do occur,

The Company’s supervisory board (the “Super-

we have established a clearly deﬁned incident

visory Board”) is responsible for the supervision

response process. The ESG & Compliance

of all transactions of the Company and assumes

Manager (in his role as Data Protection Ofﬁcer)

the function of the audit committee of H2APEX.

works closely with the IT security team to take

In particular, the Supervisory Board is to provide

appropriate countermeasures immediately and

opinions on any matters which the Company’s

involve all relevant stakeholders in the process.

general partner (the “General Partner”) may

In this way, we ensure that damage is minimized,

submit to it and to resolve matters exceeding the

and legal reporting obligations are fulﬁlled in a

scope of the General Partner’s powers, such as

timely manner.

related party transactions. The members of the

Supervisory Board are as follows:.

•

Roland Lienau (Chairman)

•

Georges Bock

•

Florian Schuhbauer

•

Thomas Terschluse

•

Prof. Dr. Heinz Jörg Fuhrmann

(since 18 January 2024) (Vice-Chairman)

•

Prof. Dr. Matthias Beller (until 3 December

2024)

•

Markus Lesser (since 24 February 2025)

041

H2APEX GROUP MANAGEMENT REPORT

8. LUXEMBOURG LAW ON

The role of H2APEX Management S.à r.l. as

TAKEOVER BIDS

general partner is to manage the Company

whereby, subject to applicable laws and the

Articles, the General Partner is vested with the

The following disclosures are made in accor-

broadest power to act in the name of the Com-

dance with article 11 of the Luxembourg Law of

pany and to take any action necessary or useful

19 May 2006 on takeover bids, as amended (the

to fulﬁl the Company’s corporate purpose.

“Takeover Law”):

The authority and the responsibilities of the

SHARES AND STRUCTURE OF SHARE

Supervisory Board and the General Partner are

CAPITAL

further set out in the Articles. The Company cur-

rently does not have a diversity policy in place. It

The Company’s issued share capital as of 31

operates in an environment that is highly concen- December 2024 was set at EUR 564,384.91

trated in terms of experts in the hydrogen area,

and is accordingly represented by 36,359,163

i.e. there is only a small number of specialists

voting shares, out of which 36,359,162 are ordinary

who might be engaged for the Company's busi-

shares, representing 99.99% of the Company’s

ness purposes. However, the Company is actively issued share capital, (the “Ordinary Shares“) and

seeking to diversify its workforce in the future,

one is a registered unlimited share, representing

contingent upon suitable candidates being

0.01% of the Company’s issued share capital, (the

available.

“Unlimited Share” and together with the Ordinary

Shares, the “Shares”) held by the General Partner,

COMMITTEES OF THE SUPERVISORY

with the Unlimited Share having a veto right in case

BOARD

of shareholder resolutions affecting the interest

of the Company vis-à-vis third parties or on the

The Supervisory Board has appointed an audit

amendment of the Articles. The Ordinary Shares

committee (the “Audit Committee”) which is

are freely transferable and admitted to trading

responsible for the oversight of the ﬁnancial

on the regulated market of the Frankfurt Stock

reporting process and audit matters, selection

Exchange within the “Prime Standard” segment,

of the independent auditor, and receipt of audit

whereas the Unlimited Share is a registered share,

results both internal and external. The Audit

and cannot be freely traded, requiring, for the

Committee is chaired by Georges Bock.

transfer and resulting replacement of the General

Partner, a majority of 85% of the votes validly cast

AUDITOR

at a general meeting convened for such purpose.

BDO Audit, société anonyme, Luxembourg, repre-

The Company is a partnership limited by shares

sented by lead auditor Anke Schelling, has been

(société en commandite par actions (SCA)). The

the statutory and group auditor of H2APEX Group general partner of the Company is H2APEX

SCA and the H2APEX Group, respectively, since

Management S.à r.l., a private limited liability

the ﬁnancial year 2022. The auditor is elected by

company under the laws of the Grand Duchy

the annual general meeting of shareholders of the of Luxembourg (société à responsabilité limitée

Company for the term of ofﬁce of one year.

(S.à r.l.)), the shares in which are held indirectly by

the founders of the Active Ownership Group (AOC)

Florian Schuhbauer and Klaus Röhrig (50% each).

A copy of the Articles can be accessed at https://

ir.h2apex.com/ﬁleadmin/downloads/ir/corp_

govern/2024-01-18_H2APEX_Group_SCA_

Koordinierte_Satzung.pdf

042

H2APEX GROUP MANAGEMENT REPORT

RIGHTS AND OBLIGATIONS ATTACHED TO

that should have been notiﬁed under the respec-

THE SHARES

tive provisions as set out above is suspended. The

suspension of the exercise of voting rights is lifted

Each Ordinary Share entitles the holder thereof

the moment the shareholder makes the relevant

to one vote, with the Unlimited Share having a

notiﬁcation.

veto right with respect to decisions regarding the

interests of the Company vis-à-vis third parties and SPECIAL CONTROL RIGHTS

with respect to changes to the Articles. All Ordinary

Shares carry equal rights as provided for by the

The Unlimited Share is held by the General Partner

Law and as set forth in the Articles, including rights who is vested with the broadest power to act in

to receive dividends (if declared) or liquidation

the name of the Company and to take any action

proceeds.

necessary or useful to fulﬁl the Company’s cor-

porate purpose, with the exception of the powers

RESTRICTIONS ON VOTING RIGHTS

reserved by Law or by the Articles to the general

meeting of shareholders.

The Unlimited Share has a veto right in the general

meeting of shareholders with respect to resolu-

The following actions and transactions in relation

tions regarding the interest of the Company vis-à-

to the Company’s daily management require an

vis third parties and amendments of the Articles.

express decision of the General Partner:

The Articles do not provide for any voting restric-

(i) any listing or public transactions in relation to

tions. Shareholders’ votes are exercisable by the

the Company or its afﬁliates; and

persons who are shareholders on the record date

(ii) any material change to the business or

as further set out in article 12 of the Articles, and

activities of the Company or its afﬁliates,

proxies must be received by the Company a

including entering into material new lines of

certain time before the date of the relevant share-

business, discontinuing of a material activity

holder meeting, as set out in article 11.8 of the

or adopting any material change in strategic

Articles. In accordance with the provisions of the

direction.

Articles, the General Partner may determine any

such other conditions to be fulﬁlled by the share-

The general meeting of shareholders may only

holders willing to take part in any meeting of share- adopt or ratify acts affecting the interests of the

holders of the Company in person or by proxy.

Company vis-à-vis third parties or amend the

Articles with the consent of the General Partner.

The Company recognizes only one holder per

share. In case a share is owned by several persons, There are no special control rights attached to the

they must designate a single person to be consid- Ordinary Shares.

ered as the sole owner of such share in relation to

the Company. The Company is entitled to suspend SHARE TRANSFER RESTRICTIONS

the exercise of all rights attached to a share held

by several owners until one owner has been

The Ordinary Shares of the Company are freely

designated.

transferable, subject to the provisions of the Law

and the Articles. The Unlimited Share is only

In accordance with article 28 of the law of 11 Janu- transferable to a new unlimited shareholder liable

ary 2008 on transparency requirements in relation for all liabilities of the Company which cannot be

to information about issuers whose securities are

met out of the assets of the Company. All rights

admitted to trading on a regulated market (the

and obligations attached to any share are passed

“Transparency Law”), the exercise of voting rights to any transferee thereof.

related to Ordinary Shares exceeding the fraction

043

H2APEX GROUP MANAGEMENT REPORT

The transfer of the registered Unlimited Shares be- CONTRACTUAL TRANSFER RESTRICTIONS

comes effective towards the Company and third

parties either (i) through a declaration of transfer

Other than the restrictions set out in the Articles as

recorded in the register of shares, signed and

aforementioned, H2APEX Group SCA is not aware

dated by the transferor and the transferee or their

of any factors, including agreements between

representatives, or (ii) upon notiﬁcation of a trans-

shareholders, which may result in restrictions on

fer to, or upon the acceptance of the transfer by

the transfer of shares or voting rights attached

the Company, both being subject to the aforemen- thereto.

tioned approval of 85% of the votes validly cast at

the general meeting convened for such purpose.

SIGNIFICANT SHAREHOLDINGS

AUTHORISATIONS REGARDING OPERATIONS As of 31 December 2024, the following share-

ON SHARES

holders held 5% at least of the Shares:

Under the authorised share capital, which has been

shareholder

shares held

% held

approved by the extraordinary shareholder meet-

ing on 29 June 2022 pursuant to article 5.4 of the

Active Ownership

12.228.721

33,63 %

Articles of the Company, the General Partner is au-

APEX AFO GmbH & Co. KG

7.545.837

20,75 %

thorised to issue ordinary shares to such persons

Endurance GmbH & Co. KG

2.742.643

7,54 %

and on such terms as they shall see ﬁt and speciﬁ-

cally to proceed to such issue without reserving a

Atlan Captial GmbH

2.674.028

7,35 %

preferential right to subscribe to the shares issued

for the existing shareholders.

The direct and indirect ownership of the Company

The authorised capital, as last amended on 19

and, as the case may be, the control over voting

January 2023, excluding the issued share capital, is rights attaching to the Ordinary Shares, in each

set at EUR 2,555,215.27 consisting of 168,429,588 case, to the extent it is of at least 5%, is available

ordinary shares without nominal value, expiring ﬁve at https://ir.h2apex.com/en/voting-meetings/

(5) years from the date of the resolution to create,

notiﬁcation-of-voting-rights under "Voting &

renew or increase the authorised capital.

Meetings". "Notiﬁcations of Voting Rights" and is

updated regularly. The information made available

On 16 May 2019, the general meeting of share-

by the Company in that respect is solely based on

holders of the Company (at the time in the legal

information provided to the Company by its share-

form of an SE – société européenne) granted (at

holders for the purpose of Articles 8, 9, 12 and

the time) the board of directors the authorisation

12bis of the Transparency Law, as amended.

to repurchase a maximum of shares issued by the

Company not exceeding 10% of the total number

of shares composing the issued share capital at

the time of the acquisition in accordance with the

conditions set forth in article 430-15 of the law of

10 August 1915 on commercial companies, as

amended, for a purchase price to range between

the nominal value per share and ten percent (10%)

above the average listing price per share during the

calendar month preceding the relevant buy-back

transactions, with such authorization remaining

in place for 5 years. This authorisation expired on

16 May 2024 and was never made use of.

044

H2APEX GROUP MANAGEMENT REPORT

EMPLOYEE SHARE SCHEME

As of 31 December 2024, 2,850,000 of stock

options have been already granted as follows:

At the annual general meeting dated 2 May 2023,

the shareholders approved a stock option pro-

– 1,000,000 Stock Options have been granted in

gram (the “Stock Option Program”) amounting to

total to the Chairman of the Supervisory Board:

3,640,000 shares of the Company, with each stock

As consideration for Roland Lienau’s (Chairman

option corresponding to one share.

of the Supervisory Board) contribution to the

merger agreement between the Company and

In 2024, the General Partner amended the SOP

the German APEX Group (in particular, the deal

(Stock Option Program) 2023 according to the au-

sourcing, relationship management, support

thorized regulations approved by the AGM (Annual

of the key negotiations and his laborious as-

General Meeting) 2023. The amendment lead to

sistance throughout the entire M&A process),

the following changes:

660,000 stock options have been granted to

Lien Management & Holding GmbH (“Lien

The period for vested Stock Options to be ex-

HoldCo”) (related party to Roland Lienau). The

ercised is extended from one to ﬁve years after

exercise price for each of these options shall be

the Vesting Date to provide more ﬂexibility for

EUR 5.50. These stock options are fully vested

Beneﬁciaries to exercise their options based on

as of the acceptance and must be exercised by

the Stock Price.

31 December 2027 (the "Expiry Date").

The Vesting Start Date for the options issued at

the end of July 2023 will be moved forward to

In addition, as consideration for Roland Lienau’s

1 June 2023 and therefore the Stock Options

continuing effort to hold the ofﬁce of chair-

become exercisable earlier.

man of the Supervisory Board, 340,000 stock

A mechanism to exercise options without cash

options have been granted to Lien HoldCo, too.

payment (Cashless Exercise) to be introduced,

The exercise price for each of these options

subject to sufﬁcient capital reserves being

shall be EUR 5.50. These options shall be

available at such time and approval of the ad-

considered fully vested on 31 December 2025

ministrator.

(accelerated vesting) and were not excercisable

To streamline the process of exercising the

before 15 July 2024.

Stock Options and lessen the administrative

burden, exercise of stock options to only be

– 1,694,375 stock options have been granted

possible during the month following the annual

to key employees and are outstanding. The

general meeting (Exercise Window).

exercise price for each of these options shall be

EUR 5.50. These options shall be considered

vested over a four-year period (1/16 for each

full quarter).

045

H2APEX GROUP MANAGEMENT REPORT

APPOINTMENT AND REMOVAL OF THE

POWERS OF THE SUPERVISORY BOARD

GENERAL PARTNER AND SUPERVISORY

BOARD MEMBERS, AMENDMENTS TO

The Supervisory Board may be consulted by the

THE ARTICLES

General Partner of the Company on such mat-

ters as the General Partner may determine and

The General Partner may be removed as general

may authorise any action that may, pursuant to

partner at any time by a decision of the general

Law or regulation or under article 19 of the Arti-

meeting of shareholders approved by a majority

cles, exceed the powers of the General Partner. In

of at least eighty-ﬁve percent (85%) of the votes

particular, the Supervisory Board has to sign off

validly cast at such general meeting. The sole Gen- on any decision of the General Partner regarding

eral Partner may only be removed if a replacement any transaction between the General Partner and

general partner is appointed at the same time.

the Company, or between the Company and an

afﬁliate of the General Partner (for the avoidance of

The appointment and replacement of the mem-

doubt, excluding the Company and its subsidiaries)

bers of the Supervisory Board are governed by

before the General Partner itself brings such

Law and article 19 of the Articles. The Supervisory matter to the vote.

Board is composed of a minimum of 3 members

which are appointed by the general meeting of

EFFECT OF A TAKEOVER BID ON

shareholders, with one member being selected

SIGNIFICANT AGREEMENTS

from a list of candidates proposed by Active

Ownership Investments Limited. The members

The Company is not party to any signiﬁcant agree-

may be removed at any time, with or without

ments which terminate upon a change of control

cause, by decision of the general meeting of

of the Company following a takeover bid. No other

shareholders at a majority of two thirds of the

signiﬁcant agreements are known which take

votes validly cast at such meeting.

effect, alter or terminate in that case.

The Articles are amended in accordance with the

The Group follows the Frankfurt Stock exchange

Law and article 14 of the Articles, i.e. the amend-

and insider-trading policy in regard to the disclo-

ment requires a majority of at least two-thirds of

sure of insider dealings, which require all Board

the votes validly cast at a general meeting where at Members to notify the Company of all transactions

least half of the share capital present or represent- relating to the shares in the Company. Following

ed plus the afﬁrmative vote of the General Partner. the rules of notiﬁcation, the Company notiﬁes both

In case the quorum is not met, a second meeting

stock exchanges via appropriate regulatory ﬁling.

may be convened in accordance with the Law,

which may deliberate regardless of the proportion

AGREEMENTS WITH DIRECTORS AND

of the capital represented and at which resolutions EMPLOYEES PROVIDING COMPENSATION

are taken at a majority of at least two-thirds of the

votes validly cast plus the afﬁrmative vote of the

No agreements exist between H2APEX Group SCA

General Partner.

and the members of its Supervisory Board or its

employees that provide for compensation if the

members of the Supervisory Board or employees

resign or are made redundant without valid reason,

or if their employment ceases due to a takeover

bid for the Company. The remuneration policy for

the management board of the General Partner

and the Supervisory Board does not include such

compensation either.

046

H2APEX GROUP MANAGEMENT REPORT

RESPONSIBILITY

STATEMENT

In accordance with article 3(2) c) of the Transpa-

rency Law the undersigned declares that, to the

best of his knowledge, the consolidated ﬁnancial

statements prepared in accordance with Interna-

tional Financial Reporting Standards as adopted

by the European Union (EU) give a true and fair

view of the assets, liabilities, ﬁnancial position and

proﬁt or loss of the Company and of the under-

takings included in the consolidation taken as a

whole. The undersigned further declares that,

to the best of his knowledge, the Management

Report includes a fair review of the development

and performance of the business and the position

of the Company and the undertakings included in

the consolidation taken as a whole, together with

the description of the principal risks and uncer-

tainties they face.

Grevenmacher, 12 May 2025

H2APEX Management S.à r.l. in its capacity as

General Partner

Klaus Röhrig

On behalf of the Board of Managers of H2APEX

Management S.à r.l.

H2APEX Group SCA

047

H2APEX GROUP MANAGEMENT REPORT

FORWARD-LOOKING

STATEMENTS

This Annual Report contains statements that refer

to the future. Forward-looking statements are

generally characterized by terms such as “could”,

“will”, “should”, “potential”, “intend”, “expect”, “seek”,

“attempt”, “predict”, “estimate”, “overestimate”, “un-

derestimate”, “believe”, “may”, “forecast”, “continue”,

“plan”, “project” or similar terms and formulations.

Forward-looking statements are based on certain

assumptions, outline future expectations, describe

future plans and strategies, contain predictions

on the earnings and ﬁnancial position or express

other forward-looking information. The possibili-

ties of predicting results or the actual effects of

forward-looking plans and strategies are limited.

Even though the company assumes that the

expectations expressed by these forward-looking

statements are based on appropriate assump-

tions, the actual results and developments may

deviate signiﬁcantly from the information present-

ed in the forward-looking statements. These for-

ward-looking statements are subject to risks and

uncertainties and depend on other factors, based

on which the actual results in future periods may

deviate signiﬁcantly from the forecast results or

communicated expectations. The company does

not intend, nor shall it undertake, to update the

forward-looking statements on a regular basis, as

these are based solely on the conditions present

at the date of publication.

FINANCIAL CALENDAR 2025

Date

Publication

28 May

Q1 Quarterly Statement 2025

5 June

Annual General Meeting of

H2APEX Group SCA in

Luxembourg

28 August

Interim First Half Year Report 2025

27 November Q3 Quarterly Statement 2025

048

H2APEX GROUP SCA

(UNTIL 18 JANUARY 2024 “EXCEET GROUP SCA”)

All comments within the accompanying notes are in EUR 1,000, if not stated otherwise.

049

Notes

31.12.24

31.12.23

584

3,922

49,990

52,414

564

885

8,9

2,449

2,474

157

1,106

53,744

60,801

191

210

17,409

5,941

2,213

5,641

9,13

1,617

5,394

9,14

16,074

44,466

37,504

61,652

91,248

122,453

564

111,204

(53,741)

(29,337)

(27,900)

(24,689)

204

127

30,333

57,869

33,801

33,109

230

340

157

1,106

34,188

34,555

113

163

3,008

10,448

348

528

9,440

10,949

16, 19

12,906

5,176

233

1,284

671

1,481

26,726

30,029

60,914

64,584

91,248

122,453

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in EUR 1,000)

ASSETS

Non-current assets

Intangible Assets

Property, Plant and equipment

Right-of-use assets

Investments

Deferred Tax assets

Total non-current assets

Current assets

Inventories

Contract assets

Trade and other receivables

Other loans and receivables

Cash and cash equivalents

Total current assets

Total assets

EQUITY AND LIABILITIES

Equity

Share Capital

Share Premium

Retained earnings

Proﬁt for the year

non-controlling interests

Total Equity

Non-current liabilities

Shareholder loans non-current

Financial lease liabilities non-current ¹

Deferred tax liabilities

Total non-current liabilities

Current liabilities

Financial liabilities from banks

Shareholder loans current

Financial lease liabilities current¹

Provisions

Liabilities from tax

Trade payables

Contract Liabilities

Other current liabilities¹

Total current liabilities

Total liabilities

Total equity and liabilities

1 Presentation has been changed in accordance with IAS 1.45 since the presentation in a more disaggregated level is more

appropriate and therefore financial lease liabilities are presented separately.

The accompanying notes form an ingetral part of these financial statements.

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

050

01.01.2024-

01.01.2023-

Notes

31.12.2024

31.12.2023

29,566

15,297

573

913

1,041

(29,247)

(13,683)

26, 33

(8,946)

(6,889)

6, 7

(9,204)

(5,237)

(9,219)

(12,732)

(268)

(275)

140

679

(1,474)

(2,456)

(1,602)

(2,052)

(657)

(429)

(27,822)

(24,635)

(27,900)

(24,689)

(27,822)

(24,635)

CONSOLIDATED INCOME STATEMENT

(in EUR 1,000)

Revenues

Own work capitalised

Other Income

Cost of materials

Employee beneﬁts

Depreciation, amortisation and impairment expenses

Other expenses

Financial results

Income/Loss from equity investments

Income from other securities. interest and similar income

Interest and similar expenses

Income taxes

Proﬁt/(Loss) reporting period

Total comprehensive income attributable to:

- Owners of the Company

- Non-Controlling Interests

The accompanying notes form an ingetral part of these financial statements.

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

051

2024

2023

(27,822)

(24,635)

(1,092)

(1,281)

(2,373)

1,946

(27,795)

(25,062)

(27,799)

(24,935)

204

127

(27,795)

(25,062)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in EUR 1,000)

Proﬁt/(Loss) for the period

Items not to be reclassiﬁed to income statement:

Expenses directly offset with equity (related to capital increase)

Currency translation differences

Items not to be reclassiﬁed to income statement

Items to be reclassiﬁed to income statement:

Expenses directly offset with equity (stock option programme)

Items to be reclassiﬁed to income statement

Total comprehensive income for the period

Attributable to:

Owners of the Company

Non controlling interests

Total comprehensive income for the period

The accompanying notes form an ingetral part of these financial statements.

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

Notes

6, 7

8, 28, 29

9, 13

16, 17

052

01.01.-31.12.2024

01.01.-31.12.2023

(27,166)

(24,206)

9,194

4,188

(1,850)

6,670

1,602

2,052

(45)

3,554

(18,264)

(7 ,742)

6,288

3,129

(3,127)

(11,468)

(4,636)

7,462

(1,783)

2,164

(1,222)

(280)

(429)

(1,208)

(2,159)

(18,446)

(14,810)

88,277

(3,111)

(11,677)

(154)

(3,061)

76,446

(7,484)

(9,395)

558

(8,031)

(6,925)

(17,426)

(28,432)

44,210

44,466

149

(28,432)

44,210

107

16,074

44,466

CONSOLIDATED STATEMENT OF CASH FLOW

(in EUR 1,000)

Proﬁt / (Loss) before income tax

Adjustment for non-cash transactions

Amortisation and impairment on intangible and tangible assets

Change of provisions

Financial expenses

Other non-cash expenses

Operating net cash before changes in net working capital

Changes to net working capital

- inventories

- receivables

- accrued income and contract assets

- liabilities

- accrued expenses and contract liabilities

Tax paid

Interest paid

Cash ﬂows from operating activities

Acquistions of subsidiaries, net of cash acquired

Purchase of tangible assets

Acquisition of ﬁnancial assets

Cash ﬂows from investing activities

Proceeds/(Repayments) of borrowings

Proceeds/(Repayments) of ﬁnancial liabilities

Cash ﬂows from ﬁnancing activities

Net changes in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Net changes in cash and cash equivalents

Effect of exchange rate gains

Cash and cash equivalents at the end of the period

The accompanying notes form an ingetral part of these financial statements.

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

053

Issued

and

Capital

p a i d - i n

reserves/

Non-

Share pre-

Retained

controlling

Consilidated

capital

mium

earnings

interests

Equity

312

20,570

(28,902)

(8,017)

(24,689)

(24,635)

(1,092)

1,946

(1,281)

40,634

(8)

252

50,000

564

111,204

(54,025)

127

57,869

564

111,204

(54,025)

127

57,869

(27,900)

(27,822)

258

564

111,204

(81,640)

204

30,333

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in EUR 1,000)

BALANCES AT 1. JANUARY 2023

Proﬁt/(Loss) for the period

Expenses directly offset with equity (related to capital increase)

Expenses directly offset with equity (stock option program)

Currency translation differences

Effects from reverse acquisition

Effects from change in scope of consolidation

Capital increase

Changes in capital reserves

BALANCES AT 31. DECEMBER 2023

BALANCES AT 1. JANUARY 2024

Proﬁt/(Loss) for the period

Expenses directly offset with equity (stock option program)

Changes in capital reserves

BALANCES AT 31. DECEMBER 2024

The accompanying notes form an ingetral part of these financial statements.

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

054

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

H2APEX Group SCA and its subsidiaries (until 18 January 2024 “exceet Group SCA” and hereafter the “Group” or “H2APEX”) is a company existing as a “société en commanditepar actions” under the law of the Grand Duchyof Luxembourg and listed on the regulated market of the Frankfurt Stock Exchange (WKN:A0YF5P / ISIN: LU0472835155) in the Prime Standard segment. The business objective of the Group is to develop projects for the decentralized supply of green hydrogen.

H2APEX Group SCA is established for an unlimited period and moved its registered office from 17, rue de Flaxweiler, L- 6776 Grevenmacher to 19, rue de Flaxweiler, L-6776 Grevenmacher (Grand Duchy of Luxembourg) in November 2023, and is registered with the Register of Commerce and Companies of Luxembourg under number B148525.

On 18 January 2024, the shareholders decided at the extraordinary general meeting (“EGM”) to rename exceet Group SCA into H2APEX Group SCA. With the renaming of a common branding with APEX Group was finalized.

The Company’s articles of association were last amended on 18 January 2024.

H2APEX Group SCA is managed by H2APEX Management S.à r.l. (until 18 January 2024 “exceet Management S.à r.l.” and hereafter the “General Partner”), a private limited liability company (société à responsabilité limitée (S.à r.l.)), duly incorporated under the law of the Grand Duchy of Luxembourg , the shares in which are held indirectly by the founders of the Active Ownership Group (AOC), i.e. Florian Schuhbauer and Klaus Roehrig (50% each).

The Group’s purpose is investing and developing projects for the decentralized supply of green hydrogen. The Group develops and operates green hydrogen production plants and offers solutions for adjacent areas such as storage, district heating, and mobility. The Group serves customers in Germany and Luxembourg.

055

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

2. BASIS OF PREPARATION

a STATEMENT

OF COMPLIANCE

The consolidated financial statements of H2APEX Group S.C.A. are based on the financial statements of the individual Group entities, prepared in accordance with uniform accounting principles as of 31 December 2024. They have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (“IFRS-EU”), as well as the interpretationsissued by the IFRS Interpretations Committee (“IFRIC”) applicable to entities reporting under IFRS, and are in compliance with Luxembourg legal requirements.

The consolidated financial statements have been prepared under the historical cost assumption.

The accounting policies applied in the preparation of the consolidated financial statements as of 31 December 2024 have beenupdated to reflect all new and amended IFRS standards and IFRIC interpretations endorsed by the European Union with an effective date in2024.

All figures in the consolidated financial state- ments are presented in Euro (“EUR”). Unless otherwise stated, amounts in the financial statements and accompanying notes are rounded to the nearest thousand (kEUR). The consolidated financial statements of the H2APEX Group S.C.A. as of 31 December 2024 were approved for issuance by the Supervisory Board and the General Partner of H2APEX Group S.C.A. on 12 May 2025.

b GOING CONCERN

The consolidated ﬁnancial statements of H2APEX Group S.C.A. as of 31 December 2024 have been prepared on the going concern as- sumption. The General Partner has assessed the Group’s ability to continue in operation for the foreseeable future and adopted the going concern basis in preparing these consolidated ﬁnancial statements.

In doing so, the General Partner considered the Group’s ﬁnancial stability, supported by predictable cash ﬂows from its ordinary business activities and positive expectations regarding the development of its operations. These factors, in combination with the Group’s long-term strategy and stable shareholder structure, reinforce the going concern assumption.

The Group’s internal liquidity planning indicates that, based on current assumptions, the free cash position of H2APEX Group S.C.A. could become negative during the second half of 2025, with a projected low point of approximately EUR (19.7) million in April 2026. However, this anticipated temporary shortfall has already been proactively addressed through binding ﬁnancial support measures.

In April 2025, the Group secured two signiﬁcant ﬁnancing commitments: a EUR 15 million comfort letter from a shareholder of the Atlan Group, conﬁrming their intention to provide ﬁnancial support if needed, and a EUR 20 million convertible loan agreement with Active Ownership Fund SICAV-FIS SCS. These arrangements underline the strong support from the Group’s shareholder base and secure access to sufﬁcient liquidity.

056

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

Management is conﬁdent that the Group will be able to draw on these committed funds in a timely manner to meet its obligations as they fall due. The Group closely monitors its liquidity position and maintains regular communication with its investors to ensure ﬁnancial ﬂexibility. No material uncertainties have been identiﬁed that would cast signiﬁcant doubt on the Group’s ability to continue as a going concern. Based onthis assessment, the General Partner concludedthat the going concern assumption is appropri- ate.

Despite incurring a loss of EUR 27.8 million in the ﬁnancial year 2024 and expecting further losses in 2025, the Group’s liquidity assessment,combined with binding ﬁnancial support com-mitments, supports the continued application ofthe going concern assumption.

COMPARATIVE

INFORMATION

For comparative purposes, the disclosures in these notes to the consolidated financial statements for the year 2024 are presented alongside the corresponding figures for 2023.

The presentation of financial lease liabilities in the balance sheet has been changed in accordance with IAS 1.45 since the presentation as a separate poistion is more appropriate.

d SIGNIFICANT

ACCOUNTING ESTIMATES

AND KEY ASSUMPTIONS

AND JUDGEMENTS WHEN

APPLYING ACCOUNTING

POLICIES

In preparing the consolidated financial statements in accordance with IFRS as adopted by the EU, the General Partner is required to apply accounting estimates, judgments, and assumptions that are consistent with the Group’s accounting policies. The following is a summary of those areas that involve a higher degree of judgment, greater

complexity, or assumptions and estimates that are material to the preparation of the consolidated financial statements:

IMPAIRMENT OF NON-CURRENT ASSETS (SEE NOTES 2. G)

In accordance with applicable accounting standards, the Group performs impairment tests at least annually or whenever a triggering event occurs. These tests assess the future development of the business and determine the most appropriate discount rates for each case.

The Group considers its estimates to be reasonable and consistent with the prevailing economic environment. These estimates reflect its investment plans as well as the best available projections of future income and expenses. The discount rates applied are, in the Group’s view, appropriate and adequately reflect the specific risks associated with each cash-generating unit.

USEFUL LIFE OF TANGIBLE ASSETS AND INTANGIBLE ASSETS (SEE NOTES 2.2 D AND E)

The General Partner determines the estimated useful lives and corresponding depreciation and amortization for its tangible assets and intangible assets. This estimate is based on the expected duration of each of the Group’s tangible assets and intangible assets and the forecast life cycles of the products it sells. The General Partner will modify the depreciation charges for these items when the useful lives are considered to differ from the lives previously estimated and will depreciate or derecognize technically obsolete or non- strategic assets that have been abandoned or sold.

057

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

INCOME TAXES AND DEFERRED TAXES (SEE NOTE 10)

The recognition and measurement of current and deferred income taxes require significant judgment and estimation. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which deductible temporary differences, unused tax losses, or tax credits can be utilized.

This assessment involves assumptions regarding the timing and amount of future taxable income and is based on business plans and financial forecasts approved by the General Partner. The recoverability of deferred tax assets is reassessed at each reporting date.

If actual results differ from those assumptions or if future expectations are revised, this may lead to adjustments to the recognized deferred tax assets. In addition, the Group evaluates uncertain tax positions and recognizes a tax liability where it is probable that an outflow of resources will be required to settle the obligation.

PROVISIONS FOR RISKS AND EXPENSES (SEE NOTE 2.2M, NOTE 18)

Although these estimates have been made using the best information available as of 31 December 2024 and up to the end of the subsequent events period, it remains possible that events occurring thereafter may require adjustments in future periods. Any such changes would be accounted for prospectively.

REVENUE FROM PROJECT DEVELOPMENT (SEE NOTE 2.2N, NOTE 24)

The Group recognizes revenue from project development over time. Progress is measured using an input-based approach, applying the cost-to-cost method. Under this method, revenue is recognized based on the ratio of costs incurred to date to the total estimated costs necessary to fulfil the performance obligation.

The Group regularly assesses whether a contract is onerous and recognizes a provision where necessary in accordance with applicable accounting standards.

058

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

THE ACCOUNTING PRINCIPLES APPLIED TO THE

CONSOLIDATED FINANCIAL STATEMENTS

AT 31 DECEMBER 2024 HAVE BEEN AMENDED TO COMPLY

WITH ALL NEW AND AMENDED IFRS STANDARDS AND

INTERPRETATIONS ADOPTED BY THE EUROPEAN UNION

(EU) WITH EFFECTIVE DATE IN 2024

STANDARD	Name	Explanation	Effective date	Effects on H2APEX
				ﬁnancial statements
		• Classiﬁcation of
		Liabilities as Current or
	Classiﬁcation of	Non-current Date
	liabilities as current	• Classiﬁcation of
IAS 1	or non-current	Liabilities as Current or	01 January 2024	no material impact
	amendments to IAS	Non-current - Deferral
	1 Presentation of	of Effective Date
	ﬁnancial statements	• Non-current
		Liabilities with
		Covenants
	Supplier ﬁnance
IAS 7 &	agreements –	Disclosures: Supplier	01 January 2024	no material impact
IFRS 7	amendments to IAS 7	Finance Arrangements
	and IFRS 7
	Amendment to IFRS	Lease Liability in a Sale
IFRS 16	16 - Leases on sale and	and Leaseback	01 January 2024	no material impact
	leaseback

059

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

STANDARDS AND

INTERPRETATIONS

ISSUED BUT NOT YET

EFFECTIVE

STANDARD	Name	Effective date	Effects on H2APEX
			ﬁnancial statements
IAS 21	Amendments to IAS 21 -	01 January 2025	no material impact
	Lack of Exchangeability
IFRS 9&	Amendment to IFRS 9 and IFRS 7 -
IFRS 7	Classiﬁcation and Measurement of Financial	01 January 2026	no material impact
	Instruments
			impact on overall
	IFRS 18 - Presentation and Disclosure in		presentation and
IFRS 18	Financial Statements	01 January2027	disclosures in
			the consolidated
			ﬁnancial statements
IFRS 19	IFRS 19 - Subsidiaries without Public	01 January2027	no material impact
	Accountability: Disclosures
FRS 9&	Amendments to IFRS 9 and IFRS7 –		under assessment
IFRS 7	Contracts referencing nature-dependent	01 January 2026
	electricity (18.12.2024)
Various	Annual Improvements – Volume 11	01 January 2026	under assessment

The Group is currently assessing the effect of these new accounting standards and amendments.

IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Ac- counting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial state- ments, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorization and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures.

The Group does not expect to be eligible to apply IFRS 19.

060

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

g FUNCTIONAL AND

PRESENTATION

CURRENCY

The figures presented in these consolidated financial statements are expressed in Euro (“EUR”), which is also the functional currency of the parent company. Unless otherwise stated, all amounts have been rounded to the nearest thousand (kEUR).

Items in the financial statements of the Group’s subsidiaries are measured in the currency of the primary economic environment in which the respective entity operates (the “functional currency”). Each Group entity determines its own functional currency, which, in principle, corresponds to the respective local currency of the subsidiary.

Foreign currency transactions are translated into the functional currency at the exchange rates prevailing on the date of the transaction. Resulting foreign exchange differences are recognized in the consolidated income statement.

061

* Still registered as Titan 128.VVG GmbH (renamed after balance sheet date)

h SCOPE OF

CONSOLIDATION

The following are the entities included in the parent’s company scope of consolidation:

						Directly
			Year of			controlled by
			acquisition /			(use numbers
			ﬁrst time			from 1st	Share in the	Share of
Ref.	Company	Country	consolidation	Segment	Activity	column)	capital	the votes
1	H2APEX Group SCA	LUX	2023	C&O	Holding	N/A	N/A	N/A
2	RLG Holding GmbH	GER	2023	Holding	Corporate	1	100%	100%
3	RLG GmbH & Co.KG	GER	2023	Holding	Corporate	2	100%	100%
4	Northern Hydrogen Proper-	GER	2023	Holding	Corporate	3	100%	100%
	ties GmbH
5	APEX CapitalGmbH	GER	2023	Holding	Corporate	2	100%	100%
6	APEX Nova Holding GmbH	GER	2019	Holding	Holding	1	100%	100%
7	HydroExceed GmbH	GER	2022	Storage	Production of pressure tanks	6	100%	100%
8	AKROS Energy GmbH	GER	2020	Storage	Development of chemical	6	100%	100%
					storage solutions
9	GHS 1 GmbH	GER	2020	Own Operations	Hydrogene Powerplant Laage	6	100%	100%
10	GHS 2 GmbH	GER	2020	Own Operations	Hydrogene Powerplant IPCEI	6	100%	100%
					Hydrogene Powerplant Laage
11	GHS 3 GmbH	GER	2020	Own Operations	(extention)	6	100%	100%
12	GHS 4 GmbH (*)	GER	2023	Own Operations	Hydrogene Powerplant Lubmin	6	100%	100%
13	APEX Energy GmbH	GER	2006	Project Developmet	Customer Projects	6	100%	100%
14	HYSENC Entwicklungsgesell-	GER	2021	Own Operations	Hydrogene Powerplant control	13	100%	100%
	schaft mbH				software
15	Plant Engineering GmbH	GER	2023	Project Developmet	Customer Projects	13	90%	90%

The following changes occurred in the Group’s scope of consolidation in 2024:

On 27 November 2024, exceet Group AG, a subsidiary of exceet Holding S.à r.l., was merged into exceet Holding S.à r.l. Pursuant to a notarial deed dated 16 December 2024, exceet Holding S.à r.l. was dissolved with immediate effect and without liquidation. As a result, all assets and liabilities were transferred by operation of law to H2APEX Group SCA.

The following changes occurred in the Group’s scope of consolidation in 2023:

ACQUISITION OF

BUSINESS IN 2023

The presented transactions below only relate to financial year 2023. There were no acquisition of business in 2024.

i1 REVERSE ACQUISITION OF

EXCEET GROUP S.C.A.

The merger agreement between exceet Group S.C.A. (as from 18 January 2024: “H2APEX Group S.C.A.”) and Apex Nova Holding GmbH has been accounted as reverse acquisition: On 19 January 2023, exceet Group S.C.A. acquired 100 % of the voting shares of APEX Nova Hold- ing GmbH, an unlisted company with registered office in Rostock, Germany, which is a one of the leading German providers for green hydro- gen projects and business. The objective of the acquisition is to participate in the expected growth for this market.

Under the merger agreement, exceet Group S.C.A. agreed (i) to acquire 20.8% of the APEX shares for a cash consideration in the amount of EUR 24,999,802 and (ii) to exchange the

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

062

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

remaining 79.2% shares in Apex for shares in exceet by way of a contribution in kind (the “Transaction”). For this purpose, exceet Group S.C.A. agreed to utilise its authorised capital and increase its share capital from EUR 311,960.18 by EUR 252,424.73 to EUR 564,384.91 by issuing 16,285,467 new shares to the shareholders of APEX.

Based on this Transaction, exceet Group S.C.A. has been identified as acquired company from accounting perspective (“accounting acquiree”) and the legal subsidiary APEX Nova Holding GmbH is identified as accounting acquirer as by exchanging shares, APEX Nova Holding GmbH obtained the control over exceet Group S.C.A.. We considered the fact that the former shareholders of APEX Nova Holding GmbH received the largest portion of the voting rights in the new combined entity and that the relative size of APEX Nova Holding GmbH is significantly greater than that of exceet Group S.C.A. In addition, members of the management of APEX Nova Holding GmbH were nominated to the governing body of the combined entity as well the operative management is led by the former managementof APEX Nova Holding GmbH.

The partial consideration transfer in cash does not to prevent the accounting treatment as reverse acquisition as the 79.2% of shares in Apex were exchanged against shares exceet Group S.C.A. which is the majority of the consideration of this Transaction.

The accounting acquiree exceet Group S.C.A. is not considered to be a business in accordance with IFRS 3.B7 as its activities mainly consisted of managing cash balances as part of its holding activity (‘listed shell company’). Therefore, IFRS 3 does not apply and following the IFRIC March 2023 agenda decision, management applied IAS 8 “Accounting Policies, Changes in Accounting Policies and Errors” to define this Transaction

as a reverse acquisition in analogy of IFRS 3 and in accordance with IFRS 10. The reverse acquisition is accounted for using the acquisition method. The transaction price is allocated to the identifiable assets and liabilities of the listed shell company based on their fair values at the date of purchase. Any excess of the transaction price over the fair value of the assets and liabilities of the listed shell company represents a cost for obtaining a listing. This is accounted for as an expense as it does not represent an asset under IFRS, and no goodwill is recognized. ꢀ ꢀ

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

For purposes of the Transaction, exceet Group S.C.A. was valued with its net cash position of approx. EUR 117,100,000 (corresponding to EUR 5.83 per exceet share) and the APEX Group with an equity value of approx. EUR 120,000,000 in financial year 2023. Acquisition related expenses amounted to kEUR 2,993 (ac- crued already in 2022) and were fully expensed as other operating expenses in financial year 2023. Share issuance costs of kEUR 307 were recorded in equity in 2023.

Additionally, this Transaction was completed by a share-based payment transaction. The equity-settled transaction has been measured at fair value of the services provided by Lien Management & Holding GmbH, which is con- trolled by Roland Lienau, Chairman of the su- pervisory board, that received in July 2023 fully vested 660,000 stock options at an exercise price of EUR 5.50. This was a compensation for his contribution to the business combina- tion, in particular deal sourcing and assistance throughout M&A process.

063

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

From the date of the acquisition, the former exceet Group S.C.A. contributed kEUR 0 to the revenues and expenses of kEUR 4,169 to the EBITDA of the Group.

APEX CAPITAL GMBH AND RLG GMBH & CO. KG (RLG GROUP):

The acquisition is accounted for using the acquisition method. Goodwill is recognised as an asset from the acquisition date and is measured as the excess of the consideration transferred over the interest in the net fair value of the identifiable net assets acquired.

The “trade receivables” relate to operational business as property company. The position “prepaid expenses, accrued income and other assets” mainly comprises accruals associated with the ownership and leasing of property.

The position “property, plant and equipment” includes land in an amount of kEUR 5,441 and buildings in an amount of kEUR 7,289. The difference between acquisition costs and book value of net assets acquired amounted to kEUR473 and has been allocated to the book value of land to come to the fair value.

“Trade payables” include liabilities from operational business.

“Accrued expenses, deferred income and other liabilities include operative costs, which refer to 2022 and have not been paid at year end 2022.

From the date of the acquisition, the RLG Group contributed kEUR 0 to the revenues and kEUR minus 36 to the EBITDA of the Group.

Acquisition-related costs of EUR 0 were re- corded as other operating expenses in financial year 2023.

On January 19, 2023, exceet Group SCA acquired the shares in APEX Capital GmbH and RLG GmbH & Co. KG. RLG GmbH & Co. KG business is to invest in properties, which are rented to affiliates or third parties companies. APEX Capital GmbH is the General Partner of RLG GmbH & Co KG. The consideration transferred for 100% in both companies amounted to EUR 1,402.

PLANT ENGINEERING GMBH:

The acquisition is accounted for using the acquisition method. Goodwill is recognized as an asset from the acquisition date and is measured as the excess of the consideration transferred over the interest in the fair value of the identifiable net assets acquired. The “trade receivables” with kEUR 249 refer to operational business.

The position “prepaid expenses, accrued in- come and other assets” with kEUR 272 mainly comprises clearing accounts associated with the former main shareholder and tax receiva- bles. Contract assets with kEUR 105 include performed work related to customer contracts which are not yet invoiced. The contracted as- sets are valued with fair value.

064

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

The position “property, plant and equipment” includes kEUR 64 for office and IT equipment and intangibles, kEUR 1 for software licenses. The book values represent the fair values.

“Trade payables” include kEUR 41 from operations.

“Accrued expenses, deferred income and other liabilities” with kEUR 19 mainly include receiva- bles due to VAT and operative costs, which refer to 2022 and have been not paid yet.

“Provisions” with kEUR 160 are due to expenses which refer to 2022 and have been not paid yet. From the date of the acquisition, Plant Engineering GmbH contributed kEUR 166 to the revenues and minus kEUR 130 to the EBITDA.

Since Plant Engineering GmbH has been already consolidated since January 2023, the revenues would have been increased by kEUR 3,085 and the EBITDA impact would have been minus kEUR 640.

Acquisition-related costs of kEUR 109 were recorded as other operating expenses in financial year 2023.

With share purchase agreement as of May 16, 2023, APEX Energy GmbH acquired 90% of the shares in Plant Engineering GmbH, Leutesdorf.

Plant engineering is an engineering and consulting company skilled in the development and the design of energy plants.

The purchase price allocation is finalized. Currently, the difference between conside- ration paid and book value of net assets is accounted for as goodwill. Especially the valua- tion of intangible assets as customer list, tech- nology and backlog is completed accordingly.

The consideration transferred for 90% amounted to kEUR 4,309.

065

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

i2 BUSINESS COMBINATIONS

	APEX Capital	Plant
	and RLG GmbH &	Engineering
(in EUR 1,000)	Co.KG	GmbH
Current assets
Cash and cash equivalents	10	185
Trade receivables	32	249
Contract assets	0	105
Prepaid expenses, accrued income, other assets	169	272
Total current assets	211	811
Non-current assets
Property, plants & equipment	12,730	64
Total non-current assets	12,730	64
Total Assets	12,941	875
Current liabilities
Trade payables	918	41
Accrued expenses, deferred income and other liabilities	12,021	19
Provisions	0	160
Total current liabilities	12,939	220
Non-current liabilities
Contract liabilities	0	31
Total non-current liabilities	0	31
Total liabilities	12,939	251
Net identiﬁable net assets atfair value	0	625
Goodwill arising on the acquisition	0	3,671
Purchase consideration transferred	0	4,309
Analysis of cash ﬂows from the acquisition
Cash acquired	10	185
Consideration transferred	1	4,309
Net cash inﬂow (included in Cash ﬂow from investing activities)	9	(4,114)

066

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

2.2 MATERIAL

ACCOUNTING POLICIES

a SCOPE OF

CONSOLIDATION

The consolidated ﬁnancial statements include the ﬁnancial statements of H2APEX Group S.C.A.and its subsidiaries as at 31 December 2024. The Group is deemed to control an entity when it is exposed to, or has rights to, variable returns arising from its involvement with the entity and has the ability to affect those returns through itspower over the entity.

Entities acquired during the year are included in the consolidation from the date on which controlis transferred to the Group. Similarly, entities are excluded from consolidation from the date on which control ceases. For consolidated entities, 100% of their assets, liabilities, income, and expenses are included in the consolidated ﬁnancial statements. Intercompany balances and transactions are eliminated in full.

Where differences in accounting policies exist between the Group and its subsidiaries, appropriate consolidation adjustments are madeto ensure uniform application of accounting principles across the Group.

When control over a subsidiary is lost, its assets, liabilities, and any non-controlling interests are derecognized. Any resulting gain or loss is recognized in the consolidated statement of income. Any retained interest is measured at its fair value at the date when control is lost.

The accounting policies of subsidiaries have been aligned with those of the Group to ensure consistent treatment of similar transactions and events.

b BUSINESS COMBI-

NATIONS AND REVERSE

ACQUISITIONS

BUSINESS COMBINATIONS:

The Group accounts for business combinations using the acquisition method, in accordance with IFRS 3, when the acquired set of activities and assets qualifies as a business and control is transferred to the Group.

The acquisition cost is measured as the total of the consideration transferred, including any contingent consideration, measured at fair value on the acquisition date. Acquisition- related costs are expensed as incurred and reported under other operating expenses in the consolidated income statement. The calculation of goodwill also considers any non- controlling interests.

Upon acquiring a business, the Group evaluates the financial assets and liabilities assumed for proper classification and designation based on the contractual terms, economic conditions, and other relevant factors existing at the acquisition date.

067

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

If the accounting for a business combination is incomplete at the end of the reporting period in which the transaction occurs, the Group recognizes provisional amounts for those items, in accordance with IFRS 3, until the measurement period is ﬁnalized.

The Group recognizes the identiﬁable assets acquired, liabilities assumed, and any non- controlling interests. The excess of the consideration transferred (including the fair value of any non-controlling interests) over the net identiﬁable assets and liabilities acquired is recognized as goodwill.

Goodwill is measured at cost less accumulated impairment losses. It is tested for impairment at least annually, or whenever there is an indication that it may be impaired.

Goodwill is allocated to the cash-generating units (CGUs) that are expected to beneﬁt from the synergies of the business combination. These CGUs represent the lowest level within the Group at which goodwill is monitored for internal management purposes and do not exceed the level of an operating segment.

REVERSE ACQUISITIONS

In a reverse acquisition, the entity that issues equity instruments (the legal acquirer) is identified as the acquiree for accounting purposes, while the entity whose equity interests are acquired (the legal acquiree) is the accounting acquirer.

Typically, the accounting acquirer does not transfer consideration for the business combination. Instead, the legal subsidiary (accounting acquirer) issues its equity instruments to obtain control of the legal parent (accounting acquiree).

The consolidated financial statements following a reverse acquisition represent a continuation of the financial statements of the legal subsidiary, with the exception of the

capital structure. These statements reflect the equity structure of the legal parent (the legal acquirer) and adjust comparative information retrospectively to reflect the capital structure of the legal parent.

In accordance with IFRS 3, the assets and liabilities of the legal subsidiary (the accounting acquirer) are recognized at their existing book values, whereas the assets and liabilities of the legal parent (the accounting acquiree) are recognized and measured in accordance with IFRS 3 requirements.

FAIR VALUE

MEASUREMENT

The Group measures ﬁnancial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transac- tion to sell the asset or transfer the liability takes place either:

•

In the principal market for the asset or liability

•

In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is meas- ured using the assumptions that market par- ticipants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

068

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

A fair value measurement of a non-ﬁnancial asset takes into account a market participant’s ability to generate economic beneﬁts by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufﬁcient data are available to measure fair value, maximising the use of relevant observableinputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the consolidated ﬁnancial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is signiﬁcant to thefair value measurement as a whole:

•

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

•

Level 2 — Valuation techniques for which the lowest level input that is signiﬁcant to the fair value measurement is directly or indirectly observable

•

Level 3 — Valuation techniques for which the lowest level input that is signiﬁcant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the consolidated ﬁnancial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation atthe end of each reporting period.

d INTANGIBLE

ASSETS

INITIAL RECOGNITION

Intangible assets acquired separately are meas- ured on initial recognition at cost or deemed cost. Expenses for research activities are recognized through the consolidated income statement in the period in which they incurred. Development expenditures on the individual project are recognized as intangible assets from the date the Group can demonstrate that the capitalization criteria under IAS 38 are met. These include the technical feasibility of com- pleting the asset, the intention and ability to complete and use or sell it, the ability to gener- ate probable future economic beneﬁts, the avail- ability of adequate technical, ﬁnancial, and other resources, and the ability to reliably measure the expenditure attributable to the asset during its development.

This means, among other things, that the development activity must lead with sufﬁcient certainty to future cash inﬂows that also cover the corresponding development costs.

The costs capitalized include the cost of materials, direct labor and other directly attributable expenditure that serves to prepare the asset for use. Such capitalized costs are included in line item intangible assets as internally generated intangible assets.

Other development costs are expensed as incurred.

SUBSEQUENT MEASUREMENTS

After initial recognition, intangible assets are carried at cost less any accumulated amorti- zation and any cumulated impairment loss.

069

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

AMORTIZATION

The useful lives of intangible assets are assessed by the General Partner of the Group as either finite or indefinite.

	Patents, licenses,	Computer software
	trademarks and similar rights
Useful lives	Finite	Finite
Amortisation method used	Amortised on a straigt-line	Amortised on a straigt-line
	basis over the period of use	basis over the period of use
Internally generated or acquired	Acquired	Acquired
Amortisation period	5-10 years	3-5 years

Intangible assets with finite lives are amortized over the expected useful economic life and assessed for impairment whenever there is an indication that the other intangible asset may be impaired. When there are no foreseeable limits to the period over the assets for generating net cash inflows, the assets are recognized as assets with indefinite useful life. Those assets are not amortized but tested for impairment loss at least annually.

Amortization of intangible assets is shown in the consolidated income statement under the line item depreciation, amortization and impairment expense.

Intangible assets under development are reported at cost and are allocated to intangible assets when they are completed and put into operational use, from which point onwards they are depreciated.

070

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

The Group reviews the residual value, useful life and amortization method of intangible assets at each financial year end. Changes to initially established criteria are accounted for as a change in accounting estimates. Revisionsto accounting estimates are recognized prospectively. Since there were new patents, licenses, trademarks and similar rights, which must be depreciated for the first time in the current financial year, the Group decided during their review to depreciate related assets over 5 years.

PROPERTY, PLANT

AND EQUIPMENT

INITIAL RECOGNITION

Property, plant and equipment are recognized at cost or deemed cost. Production costs and interests (if the asset fulfils the criteria of a qualifying asset) which related to the financing of acquisitions of tangible assets are capita- lized in the consolidated financial statements.

SUBSEQUENT MEASUREMENT

After initial recognition of property, plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment losses, only the costs incurred which increase capacity or productivity or which lengthen the useful life of the asset are capitalized. The carrying amount of parts that are replaced is derecognized. Costs of day-to-day servicing arerecognized in consolidated income statement as incurred.

DEPRECIATION

Property, plant and equipment are depreciated by allocating the depreciable amount of the asset on a systematic basis over its useful life. The depreciable amount is the cost of an asset less its residual value.

The following useful lives are assumed:

	Depreciation	"Estimated
	Method	years
		of useful life"
Buildings	Straight-line	25 -40
Technical installations	Straight-line	5 - 20
and machinery
Other installations,	Straight-line	4 - 12
equipment and furniture

Assets under construction are reported at cost and are allocated to tangible assets when they are completed and put into operational use, from which point onwards they are depreciated.

The Group reviews residual values, useful lifes and depreciation methods on a regular basis or by triggering events. Changes to initially established criteria are accounted for as a change in accounting estimates.

LEASES

The Group leases various offices, equipment and cars. Rental contracts are typically agreed for fixed periods of 5 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased property assets may not be used as security for borrowing purposes.

071

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leases asset is available for use by the Group. The finance cost is charged to consolidated income statement of comprehensive income over the lease period.

Right-of-use assets are initially measured at their cost. The cost of right-of-use assets include the amount of the initial measurement of the lease liability, plus any initial direct costs incurred, an estimate of costs in dismantling and removing the underlying asset or restoring the underlying asset or site where it is located and lease payments made at or before the commencement date less any lease incentives received.

For the first time, the lease liability is measured at the present value of the lease payments not yet made at the commencement date. Lease liabilities include the net present value of the following lease payments:

•

ﬁxed payments (including in-substance ﬁxed payments), less any lease incentives receivable

•

variable lease payment that are based on an index or a rate, initially measured using theindex or rate as at the commencement date

Lease payments to be made under reason- ably certain extension and purchase options are also included in the measurement of the liability.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured whether there is modification or a change in the lease term, if future lease pay- ments change due to a change in an index or rate used to determine such lease payments, or if the Group changes its estimate of the exer- cise of an option to purchase the underlying asset.

When the lease liability is remeasured in this way, the carrying amount of the right-of-use as- set is adjusted accordingly, or a corresponding adjustment is made through profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

To determine the incremental borrowing rate, the Group:

•

where possible, uses recent third-party ﬁnancing received by the individual lessee as a starting point, adjusted to reﬂect changes in ﬁnancing conditions since third party ﬁnancing was received

•

makes adjustments speciﬁc to the lease, e.g. term, country, currency and security.

The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the leases liability is reassessed and adjusted against the right-of-use asset.

072

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

Lease payments are allocated between liability and ﬁnance cost. The ﬁnance cost is charged to proﬁt or loss over the lease period. Right-of-use assets are measured at cost comprising the fol- lowing:

•

the amount of the initial measurement of lease liability

•

any lease payments made at or before the commencement date less any lease incen- tives received

•

any initial direct costs, and

•

restoration costs.

Right-of-use assets are depreciated on a straight- line basis over the shorter of the lease term and the estimated useful lives of the assets, as fol- lows:

•

Motor vehicles and other

equipment 3 to 4 years

•

Ofﬁce Space 2 to 5 years ꢀ

The depreciable amount of leased assets is allo- cated to each accounting period during the periodof expected use on a systematic basis consistentwith the depreciation policy for owned assets. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreci- ated over the underlying asset’s useful life.

Payments associated with short-term leases (lease term of 12 months or less) and leases of low-value assets (below EUR 5,000) are recognized on a straight-line basis as an expensein proﬁt or loss.

g IMPAIRMENT OF

NON-FINANCIAL ASSETS

The Group evaluates whether there are indica- tions of possible impairment losses on non- financial assets to verify whether the carrying amount of these assets exceeds the recoverable amount.

The Group tests intangible assets not yet avail- able for use for impairment at least annually, irrespective of whether there is any indication that the assets may be impaired. The recoverable amount of assets is the higher of fair value less costs of retirement or disposal and value in use.

Negative differences arising from comparison of carrying amounts of assets with their recover- able amounts are expensed.

Recoverable amount is determined for each individual asset, unless the asset does not gen- erate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, recoverable amount is deter- mined for the cash-generating unit (“CGU”) to which the asset belongs.

At the end of each reporting period the Group assesses whether there is any indication that an impairment loss recognized in prior periods may no longer exist or may have decreased. Impair- ments losses on goodwill may not be reversed. Impairment losses on assets other than good- will are reversed if, and only if, there has been a change in the estimates used to calculate the asset’s recoverable amount.

A reversal of an impairment loss is recognized in the consolidated income statement. The in- crease of the carrying amount of an asset attrib- utable to a reversal of an impairment loss may not exceed the carrying amount that would have been determined, net of depreciation or amorti- zation, had no impairment loss been recognized.

073

These assets are initially measured at fair value, plus any transaction costs, and then subse- quently at amortized cost. The interest accrued is taken to the consolidated income statement applying the effective interest method. Nonethe- less, financial assets falling due one year or less without a contractual interest rate are initially and subsequently measured at their nominal amount, if the effect of upgrading the cash flows is insignificant.

Impairment of ﬁnancial assets at amortized cost

The Group recognizes value adjustments relat- ing to expected credit losses on financial assets and contract assets measured at amortized cost.

The Group applies the simplified approach of calculating the expected credit loss of its finan- cial assets.

The simplified approach considers expected losses for lifetime plus any additional provision- ing if additional indicators for credit losses were indicated. The Group assumes that the credit risk of a financial instrument has not increased significantly since its initial recognition if the financial instrument has a low credit risk at the closing date.

(i) Deﬁnition of default

The Group considers the following as constitu- ting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recov- erable:

•

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL

INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of an- other entity. Financial instruments in the formof financial assets and financial liabilities aregenerally presented separately. Financial instru-ments are recognized as soon as the Group becomes a party to the contractual provisionsof the financial instrument. In the case of purchases or sales of financial assets throughthe regular market, H2APEX uses the settle- ment date as the date of initial recognition or derecognition. Upon initial recognition, financialinstruments are measured at fair value.

FINANCIAL ASSETS

Classiﬁcation and measurement The Group classifies and measures its financialassets, both current and non-current, as follows:

Assets at amortized cost

This category includes the financial assets that meet the following conditions:

•

The asset is held within the framework of a business model whose purpose is to hold ﬁnancial assets in order to obtain contrac-tual cash ﬂows, and

•

The contractual conditions of the ﬁnancial asset give rise, on speciﬁed dates, to cashﬂows constituting solely payments of princi-pal plus interest on the outstanding princi-ple.

When there is a breach of financial covenants by the debtor

Information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, includ- ing the Group, in full (without taking into account any collateral held by the Group).

074

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than 180 days past dueunless the Group has reasonable and support-able information to demonstrate that a more lagging default criterion is more appropriate.

(ii) Credit-impaired ﬁnancial assets A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

•

Significant financial difficulty of the issuer or the borrower

•

A breach of contract, such as a default or past due event (see (i) above)

•

The lender(s) of the borrower, for economic or contractual reasons relating to the bor- rower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider

•

It is becoming probable that the borrower will enter bankruptcy or other financial reorganization

•

The disappearance of an active market for that financial asset because of financial difficulties

(iii) Write-off policy

The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or hasentered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever oc- curs sooner. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in proﬁt or loss.

Impairment losses and reversals of impairment losses on trade receivables as well as contract assets and other financial assets at amortized cost are recognized in depreciation, amortisa- tion and impairment expenses in the consoli- dated income statement.

SUBSEQUENT MEASUREMENT

Derecognition of ﬁnancial assets Financial assets are derecognized when the con- tractual rights to the cash ﬂows from the ﬁnancial asset expire or have been transferred or partially transferred (risk sharing) and substantially all the risks and rewards of ownership are considered to have been transferred.

On derecognition of a ﬁnancial asset, the differ- ence between the carrying amount and the sum of the consideration received, net of transaction costs, including any new asset obtained less any new liability assumed and any cumulative gain or loss deferred in other comprehensive income, is recognized in consolidated income statement.

FINANCIAL LIABILITIES

Classiﬁcation and measurement of ﬁnancial liabilities

Financial liabilities are classiﬁed at initial recogni- tion and initially measured at fair value, plus or minus transaction costs, depending on the type of ﬁnancial instrument.

Financial liabilities are classiﬁed, at initial recogni- tion, as ﬁnancial liabilities at fair value through proﬁt or loss, loans and borrowings, payables as appropriate. The Group determines the classiﬁca- tion of its ﬁnancial liabilities at initial recognition.

075

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using effective interest rate (EIR) method. Gains and losses are recognized in proﬁt or loss when the liabilities are derecog-nized as well as through the EIR amortization process.

Derecognition of ﬁnancial liabilities Financial liabilities are derecognized where they are extinguished, i.e., when the obligation deriving from the liability has been discharged or cancelled, or it has expired. When there is an exchange of debt instruments between the Group and the counterparty, provided that they have substantially different conditions, the original ﬁnancial liability is eliminated, and the new ﬁnancial liability is recognized. Similarly, anysubstantial modiﬁcation to the current condi-tions affecting a ﬁnancial liability is recognized.

CONTRACT BALANCES

CONTRACT ASSETS

A contract asset is initially recognized for rev- enue earned from customer projects because the receipt of consideration is conditional on successful completion of the project. Upon completion of the project and acceptance by the customer, the amount recognized as con- tract assets is reclassified to trade receivables.

CONTRACT LIABILITIES

Contract liabilities are recognized in relation to prepayments of customers, where the delivery of the related service will happen over time.

GOVERNMENT GRANTS

Government grants are recognized at fair value if there is reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. Government grants include short allowance for the employee and non-repayable subsidy granted by the govern- ment whose purpose is to finance intangible assets.

Grants awarded for the purchase, or the produc- tion of fixed assets (grants related to assets), are generally offset against the acquisition or production costs of the respective assets and reduce future depreciations accordingly. Grants awarded for other than non-current assets (grants related to income) are reported in the consolidated income statement under the same functional area as the corresponding expenses. They are recognized as income over the periods necessary to match them on a systematic basis to the costs that are intended to be compen- sated. Government grants for future expenses are recorded as deferred income. In the financial year government grants are recognized in other income kEUR 153 (2023: kEUR 484) using the income approach.

EMPLOYEE BENEFITS

SHORT-TERM EMPLOYEE BENEFITS

Short-term employee benefits are expected to be settled in full before 12 months after the end of the reporting period in which the employees render the related services.

The Group recognizes the expected cost of profit-sharing and bonus plans when it has a present legal or constructive obligation to make such payments because of past events and a reliable estimate of the obligation can be made.

076

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

REDUNDANCY INDEMNITIES

Pursuant to current employment law, in cer- tain circumstances the Group is liable to pay redundancy indemnities to employees whose services are discontinued, which will happen over time.

SHARE-BASED

PAYMENTS

Stock Options granted to a participant will vest in instalments over a four-year vesting period as follows: The Stock Options shall vest by 1/16 for each full quarter of a year following thegrant date subject to the condition that a periodof twelve (12) months following the grant date (the “cliff period”) has expired (each date on which Stock Options vest, a “vesting date”). The Company granted in total 2,850,000 StockOptions, while 155,625 Stock Options were for-feited. By 31 December 2024 2,694,375 Stock Options are outstanding under these terms and conditions. 2,190,000 Stock Options have beengranted under these terms and conditions.

660,000 Stock Options were granted to Lien HoldCo (related party to Roland Lienau). TheseStock Options are fully vested as of the acceptance and must be exercised by 31 December 2028 (“Expiry Date”).

Any time period in which the participant does not work for H2APEX Group and H2APEX Group does not owe the whole compensation agreed under the employment or service agree-ment to the participant, as applicable (e.g., inthe case of extended periods of illness, uncom-pensated release from duty to work, parentalleave, excluding for the avoidance of doubt, ma-ternity leave) shall suspend the vesting of StockOptions for that time period and the four-year vesting period will be extended accordingly.

The Stock Option Plan (SOP) does not include any market conditions.

The fair value of the Stock Options is estimated at the grant date using the binomial option pric- ing model, considering the terms and conditions on which the Stock Options were granted. The Stock Options can be exercised within five years following the vesting date. There are no cash settlement alternatives. The Group does not have past practice of cash settlement for these Stock Options.

The Group accounts for the Stock Options as an equity-settled plan. While the legal terms of the SOP 2023 provide the granting entity with the choice between equity settlement and cash settlement, the Group accounts for the awards as equity-settled in accordance with IFRS 2.41, based on its established practice and for opera- tional practicability. Accordingly, no liability is recognized, and the awards are measured at fair value at grant date without subsequent remeas- urement.

The grant date fair value of equity-settled share-based payments arrangements granted to employees is recognized as an expense with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance condi- tions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true- up for differences between expected and actual outcomes.

077

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

m PROVISIONS

Provisions are recognized when the Group has a present obligation, legal or constructive arising from a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obliga- tion, and a reliable estimate can be made of theamount of the obligation.

The amounts recognized in the consolidated statement of financial position as a provision is the best estimate of the expenditure requiredto settle the present obligation at the end of thereporting period, taking into account all risks and uncertainties surrounding the amount to be recognized as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure tobe made each period can be reliably estimated.The discount rate is determined before taxes, considering money temporary value, as well asthe specific risks that have not been consid- ered in the future flows related to the provision at each closing date.

Single obligations are valued by the individual outcome that is most probable.

If it is not probable that an outflow of resources will be required to settle an obligation, the pro-vision is reversed. The reversal is made againstthe consolidated income statement items in which the corresponding expense was record- ed and the excess, if any, is recognized under other income.

Contingent liabilities are possible obligations arising from past events and whose existence will be confirmed only upon the occurrence or non-occurrence of one or more uncertain fu- ture events not wholly within the control of the Group. Contingent liabilities are not recognized but only disclosed in the notes to the consoli- dated financial statements.

RECOGNITION

OF REVENUE

The Group is in the business of providing ser- vices and products in the field of regenerative energies. Revenue from contract with custom- ers is recognized when control of the goods and project services are transferred to the custom- ers. The Group assesses whether a transaction is comprised of different components, in order to apply the appropriate income recognition criteria to each one. Revenue from providing service and selling goods are recognized at the fair value of the consideration received or receiv- able.

REVENUE FROM PROJECT DEVELOPMENT

The Group recognises revenue from project development over time any other use of the developed project would burden the contrac- tor with considerable losses, no alternative use outside of the intended use can be attested for the service. The agreements made in project development contracts guarantee the Group ap- propriate remuneration for the services rendered in each case.

The Group uses an input method in measuring progress input-orientated according to the cost- to-cost method. The cost-oriented approach to performance measurement is based on the ratio of the fulfilment costs incurred up to the assess- ment date to the total costs expected for the provision of the services owed.

The Group regularly checks if the contract is onerous and make provision where appropriate.

078

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

REVENUE FROM OWN OPERATIONS

Revenue from own operations is recognized at the point in time when the delivery is made to the customer.

Revenue from own operations refers to income generated from the sale of hydrogen, lease or sale of hydrogen storage and fueling infra- structure, and other product-related business activities.

Revenue is recognized at the point in time when the control of the goods is transferred to the customer, typically upon delivery.

BORROWING COSTS

Borrowing cost directly attributable to the ac- quisition, construction or production of assets that necessarily takes a substantial period to get ready for its intended use are capitalized aspart of the cost of the assets. All other borrow-ing cost are expensed in the period in which they occur.

INCOME TAX

The year’s income tax expense or benefit comprises current tax and deferred tax. Current and deferred tax are recognized as income or an expense and included in the Consolidated statement of comprehensive income, except to the extent that the tax arises from a transac- tion or event which is recognized, in the same or a different year, directly in equity, or from a business combination.

The Group recognizes deductions for investment by applying the recognition and measurement criteria of the assets for current or deferred tax, unless they have the nature of a grant. If the deductions have the nature of a grant, they are recognized, presented and valued by applying the corresponding accounting policy. For these purposes, the Group considers that the deductions whose application is independent of the existence of a positive integral fee and that have substantive operational conditions additional to the realization or maintenance of the investment are subsidized.

CURRENT TAX

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to tax authorities using the tax rates and tax laws enacted or substantially enacted at the reporting date where the consolidated entity is domiciled. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

The companies of the H2APEX Group are subject to German income tax respectively Luxembourg income tax.

079

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

DEFERRED TAX

Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carryingamounts for financial reporting purposes.Deferred tax liabilities are the amounts payablein the future as income tax related to taxable temporary differences while deferred tax assets are the amounts to be recovered as income tax due to the existence of deductible temporary differences, taxable negative tax bases or deductions pending application.

RECOGNITION OF DEFERRED

TAX LIABILITIES

The Group recognizes deferred tax liabilities in all cases except if:

•

when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences

•

in respect of taxable temporary differences associated with investments in subsidiar- ies, branches and associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

RECOGNITION OF DEFERRED TAX ASSETS

Deferred tax assets are recognized for all deductible temporary differences, the carry for- ward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carry forward of unused tax credits and unused tax losses can be utilized, except:

•

when the deferred tax asset arises from the initial recognition of an asset or liabil- ity in a transaction that is not a business combination, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences

•

in respect of deductible temporary dif- ferences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

It is considered probable that the Group has sufficient tax profits to recover deferred tax assets, provided there are temporary differen- ces taxable in sufficient amount, related to the same tax authority and to the same taxpayer, the reversal of which is expected in the same fiscal year in which the deductible temporary differences are expected to reverse or in years in which a tax loss, arising from a deductible temporary difference, can be offset by previous or subsequent earnings.

In order to determine future tax profits, the Group takes into account tax planning oppor- tunities, provided that it intends to adopt them or is probable to adopt them.

080

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

OFFSETTING OF TAX ASSETS

AND LIABILITIES

The Group only offsets current tax assets and liabilities if there is a legal right against the tax authorities and intention to settle the resulting tax due at their net amount or to realize the assets and settle the liability simultaneously.

CLASSIFICATION OF

ASSETS AND LIABILITIES

BETWEEN CURRENT AND

NON-CURRENT

The Group presents the consolidated state- ment of financial position classifying assets and liabilities between current and non-current. For these purposes, current assets or liabilities are those that meet the following criteria:

•

Assets are classified as current when they are expected to be realized or there is an intention to sell or consume them during the normal operating cycle of the Group, they are held primarily for the purpose of trading, they are expected to be carried out within a period of twelve months after the reporting period or it is cash or cash equivalents, unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are clas- sified as non-current assets.

•

Liabilities are classified as current when they are expected to be settled in the nor- mal operating cycle of the Group, they are held primarily for the purpose of trading, they are due to be settled within twelve months after the reporting period, or the Group does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period..

•

Financial liabilities are classified as current when they must be settled within twelve months after the reporting date, even if the original term is for a period of more than twelve months and there is a refinancing or restructuring agreement for long-term pay- ments that has been concluded after the reporting date and before the consolidated financial statements are authorized for issue.

•

All other liabilities are classified as non- current liabilities.

081

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

3. SEGMENT INFORMATION

For management purposes, the Group is organ- ised into business units based on its products and services and has three reportable segments,as follows:

PROJECT DEVELOPMENT

The Project Development Segment includes all project development and system integration for third-party hydrogen plants. The turnkey solu- tions for the supply of hydrogen are modular, techagnostic and tailor-made to comply with complex and diverse customer requirements.

OWN OPERATIONS

The Own Operations Segment includes the pro- duction and selling of green hydrogen as well as the derivatives electricity and heat generated at its own hydrogen plants.

STORAGE SEGMENT

The Storage Segment includes the development and manufacturing of different hydrogen storage systems.

ALL OTHER SEGMENTS

All other segments include costs for the holding and property companies and the acquisition and management of properties mainly in connection with the production of green hydrogen.

The Executive Management Committee is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on proﬁt or loss and is measured consistently with proﬁt or loss in the consolidated ﬁnancial statements. Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.

082

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of proﬁt and loss and other disclosures by segment:

						Adjust-
		Project	Own			ments and
01.01.2024-31.12.2024		Develop-	Opera-			elimina-
(in EUR 1,000)	Notes	ment	tions	Storage	Other	tions	Consolidated
Revenues	24	31,927	567	0	753	(3,682)	29,566
own work capitalized		0	0	0	0	573	573
Other income		1,078	4	227	251	(647)	913
Cost of materials	25	(29,302)	(609)	12	(1,401)	2,054	(29,246)
Employee beneﬁts expense	26	(6,883)	(790)	(1,301)	27	0	(8,947)
Depreciation and amortization expense	6, 7	(5,920)	(69)	(66)	(3,150)	0	(9,204)
Other expenses	27	(5,259)	(1,376)	(2,025)	(2,260)	1,701	(9,219)
Financial results
Income/loss from equity investments	8	(268)	0	0	0	0	(268)
Income from other securities, interest and similar income	28	53	0	0	2,838	(2,752)	140
Interest and similar expenses	29	(3,969)	(20)	(371)	133	2,752	(1,474)
		(4,183)	(20)	(371)	2,972	0	(1,602)
Income taxes	10	(339)	0	0	(317)	0	(657)
Proﬁt/Loss		(18,881)	(2,292)	(3,524)	(3,125)	0	(27,822)
Total assets		79,410	2,835	5,509	351,703	(348,209)	91,248
Total liabilities		114,201	5,318	6,684	22,515	(87,804)	60,914
CAPITAL EXPENDITURES		1,156	1,059	1,406	3,883	0	7,503

						Adjust-
		Project	Own			ments and
01.01.2023-31.12.2023		Develop-	Opera-			elimina-
(in EUR 1,000)	Notes	ment	tions	Storage	Other	tions	Consolidated
Revenues	24	15,851	477	0	0	(1,032)	15,297
own work capitalized		50	0	0	0	0	50
Other Income		1,015	10	185	108	(277)	1,041
Cost of materials	25	(13,717)	(463)	(8)	0	503	(13,684)
Employee beneﬁts expense	26	(5,903)	0	(670)	-316	0	(6,889)
Depreciation and amortization expense	6, 7	(3,472)	(1,482)	(46)	-237	0	(5,237)
other expenses	27	(6,638)	(96)	(622)	(5,889)	513	(12,732)
Financial results
Income/Loss from equity investments	8	(275)	0	0	0	0	(275)
Income from other securities, interest and similar income	28	137	55	0	19,302	(18,815)	679
Interest and similar expenses	29	(4,910)	0	(26)	(1,313)	3,793	(2,456)
		(5,048)	55	(26)	17,989	(15,022)	(2,052)
Income taxes	10	(49)	0	0	(380)	0	(429)
Net income		(17,911)	(1,499)	(1,185)	11,275	(15,314)	(24,634)
Total assets		94,757	7,281	5,148	363,519	(348,250)	122,454
Total liabilities		113,890	4,070	2,798	31,089	(87,262)	64,585
CAPITAL EXPENDITURES		722	4,729	4,373	1,854	0	11,677

083

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

Inter-segment revenues are eliminated upon consolidation and reﬂected in the adjustments and eliminations’ column. All other adjustments and eliminations are part of detailed reconcilia- tions presented further below.

ADJUSTMENTS AND ELIMINATIONS

Capital expenditure consists of additions of property, plant and equipment, intangible assetsand investment properties including assets from

4. EARNINGS PER SHARE

Earnings per share (EPS) is calculated by divid- ing the proﬁt attributable to the ordinary share- holders of the company by the weighted average number of ordinary shares outstanding during the period excluding ordinary shares purchased by the Company and held as Treasury Shares.

BASIC EARNINGS PER SHARE

The calculation of basic EPS at 31 Decem- ber 2024 is based on the proﬁt attributable to the owners of the parent and the weighted average number of Ordinary Shares outstand- ing of 36,359,163, which includes 36,359,162 Class A Shares and one unlimited share (2023: 36,556,043 Ordinary Shares).

BASIC EARNINGS PER SHARE		2024	2023
Proﬁt / (Loss) for continued operations for the year (EUR 1,000) attributable	Ordinary Shares	(27,822)	(24,635)
to equity holders of the Company
Weighted average number of ordinary shares outstanding	Ordinary Shares	36,359,163	35,556,043
Basis earnings / (loss) per share (Euro/share)	Ordinary Shares	(0.77)	(0.69)
Diluted weighted average number of ordinary shares outstanding	Ordinary Shares	39,023,606	36,470,016
Diluted earnings / (loss) per share (Euro/share)	Ordinary Shares	(0.71)	(0.69)

the acquisition of subsidiaries. Intersegment revenues are eliminated on consolidation.

All revenues originate from Germany.

There are four customers (2023: four), each with a share of over 10% in the Project Development segment. There is one customer (2023: one) with a share of over 10% in the Own operations segment.

084

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

DILUTED EARNINGS PER SHARE

Diluted EPS are calculated by increasing the average number of shares outstanding by the total number of potential shares arising from option rights.

As of 31 December 2024, the Group has outstanding 2,694,375 share options from the Stock Option Program (SOP).

Should the share options of the SOP be exercised, the total number of Ordinary Shares would increase by 2,694,375 to 39,053,537 Ordinary Shares, having only a minor impact on the EPS.

However, at 31 December 2024, these share options were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive as the average market price was below the exercise price.

Share options from the SOP not exercised within the contractual time frame expire without any redemption and have no dilutive impact on the EPS.

085

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

5. FAIR VALUE MEASUREMENT

The following tables show the carrying amounts and fair values of ﬁnancial assets and ﬁnancial liabilities, including their levels in the fair value hierarchy.

They include fair value information for ﬁnancial assets and ﬁnancial liabilities that have not been

			Signiﬁcant	Signiﬁcant
			observable	unobservable
			inputs	inputs
(IN EUR 1,000)	Date of valuation	At cost	(Level 2)	(Level 3)	Total
FINANCIAL ASSETS
Other financial investments	31 December 2024	2,992	0	2,449	2,449
Trade receivables	31 December 2024	2,218	0	2,213	2,213
Other financial assets	31 December 2024	575	0	575	575
Cash and cash equivalents	31 December 2024	16,074	0	16,074	16,074
Contract assets	31 December 2024	18,209	0	17,409	17,409
Total assets		40,068	0	38,720	38,720
Financial liabilities
Debts with credit institutions	31 December 2024	113	0	113	113
Trade and other payables	31 December 2024	12,906	0	12,906	12,906
Financial liabilities from loans	31 December 2024	36,809	0	36,809	36,809
Total liabilities		49,828	0	49,828	49,828

			Signiﬁcant	Signiﬁcant
			observable	unobservable
			inputs	inputs
(IN EUR 1,000)	Date of valuation	At cost	(Level 2)	(Level 3)	Total
FINANCIAL ASSETS
Other ﬁnancial investments	31 December 2023	2,749	0	2,474	2,474
Trade receivables	31 December 2023	5,673	0	5,641	5,641
Other ﬁnancial assets	31 December 2023	558	0	554	554
Cash and cash equivalents	31 December 2023	44,466	0	44,466	44,466
Non-ﬁnancial assets
Prepayments	31 December 2023	4,669	0	4,574	4,574
Contract Assets	31 December 2023	5,984	0	5,941	5,941
Total assets		64,009	0	63,650	63,650
Financial liabilities
Debts with credit institutions	31 December 2023	163	0	163	163
Trade and other payables	31 December 2023	5,176	0	5,176	5,176
Financial liabilities from loans	31 December 2023	43,557	0	43,557	43,557
Total liabilities		48,896	0	48,896	48,896

There were no transfers between Level 1 and Level 2 during 2024.

measured at fair value if the carrying amount is a reasonable approximation of fair value.

Fair values and carrying amounts of the ﬁnancial instruments as at 31 December 2024 are as follows:

086

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

6. INTANGIBLE ASSETS

The composition and movements in intangible assets during year ended 31 December 2024 and 2023 are as follows:

	Patents,
	licenses,		Intangible
	trademarks		assets
	and similar	Computer	under deve-
(IN EUR 1,000)	rights	software	lopment	Goodwill	Total
COST:
Balance at 1 January 2023	161	302	2,327	0	2,789
Additions	6	25	0	3,771	3,802
Change in consolidation scope	100	51	0	0	151
Disposals	0	0	817	0	817
Balance at 31 December 2023	268	378	1,509	3,771	5,925
Balance at 1 January 2024	268	378	1,509	3,771	5,925
Disposals	0	43	0	55	98
Tansfers	118	0	0	-118	0
Balance at 31 December 2024	386	335	1,509	3,598	5,827

	Patents,
	licenses,		Intangible
	trademarks		assets
	and similar	Computer	under deve-
(IN EUR 1,000)	rights	software	lopment	Goodwill	Total
ACCUMULATED AMORTISATION:
Balance at 1 January 2023	107	161	0	0	269
Amortisation	0	75	0	0	75
Change in consolidation scope	108	42	0	0	150
Disposals	0	0	1,509	0	1,509
Balance at 31 December 2023	216	278	1,509	0	2,003
Balance at 1 January 2024	216	278	1,509	0	2,003
Additions	42	68	0	0	109
Impairment	0	0	0	3,174	3,174
Disposals	0	43	0	0	43
Balance at 31 December 2024	257	303	1,509	3,174	5,243
Carrying amounts:
Balance at 31 December 2023	52	100	0	3,771	3,922
Balance at 31 December 2024	129	32	0	424	584

087

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

With effect from 1 January 2024, the “Gebäudeenergiegesetz” was enacted in Germany. This new regulation negatively impacted the existing business model of the Plant Engineering division. Previously, the business model focused on the sale and implementation of half-size heat pumps, a product line generating high revenues through economies of scale.

Following the regulatory change, demand for half-size heat pumps decreased signiﬁcantly, requiring Plant Engineering to revise its strategic direction. This triggering event, combined with the shift in strategic focus, resulted in a lower enterprise value for Plant Engineering and led to an impairment of the goodwill allocated to this business unit.

Other intangible assets, such as technology and brand, are not affected by this impairment, as they continue to be used in the business and are amortised over their estimated useful lives.

As of 31 December 2024, the Group had no commitments to acquire intangible assets.

088

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

7. PROPERTY, PLANT AND

EQUIPMENT (INCLUDING

RIGHT-OF-USE ASSETS)

The following table presents the composition and changes in tangible assets for the ﬁnancial year ended 31 December 2024:

				Other	Under
			Technical ins-	installations,	construc-	Right
			tallations and	equipment	tion and	of use
(in EUR 1,000)	Land	Buildings	machinery	and furniture	advances	Assets	Total
COST:
Balance at 1 January 2023	91	5,796	24,954	2,769	2,538	0	36,148
Additions*	1,854	925	4,649	333	496	1,218	9,475
Change in consolidation scope	4,968	5,872	593	338	958	0	12,729
Balance at 31 December 2023	6,912	12,593	30,196	3,440	3,992	1,218	58,352
Balance at 1 January 2024	6,912	12,593	30,196	3,440	3,992	1,218	58,352
Additions	660	12	2,626	458	3,552	264	7,572
Disposals	998	2,890	359	483	347	0	5,078
BALANCE AT 31 DECEMBER 2024	6,574	9,715	32,463	3,415	7,197	1,482	60,845

				Other	Under
			Technical ins-	installations,	construc-	Right
			tallations and	equipment	tion and	of use
(in EUR 1,000)	Land	Buildings	machinery	and furniture	advances	Assets	Total
ACCUMULATED DEPRECIATION:
Balance at 1 January 2023	0	879	980	759	0	0	2,618
Depreciation during the year*	0	423	1,040	256	0	333	2,052
Change in consolidation scope	0	90	11	281	0	0	382
Balance at 31 December 2023	0	1,392	2,031	1,296	0	333	5,052
Balance at 1 January 2024	0	1,392	2,031	1,296	0	333	5,052
Depreciation during the year	0	3,360	1,352	614	0	585	5,911
Disposals	0	388	22	331	0	0	741
Transfers	0	0	65	4	0	0	69
Balance at 31 December 2024	0	4,364	3,426	1,582	0	918	10,291
AS AT 31 DECEMBER 2024	6,574	5,350	29,036	1,834	7,196	564	50,554
Carrying amounts:
As at 31 December 2023	6,912	11,202	28,164	2,145	3,991	885	53,299
AS AT 31 DECEMBER 2024	6,574	5,350	29,036	1,834	7,196	564	50,554

The increase in acquisition costs is attributable to the addition of EUR 1.9 million in technical assets under construction, for which no depreciation was recognized in the 2024 ﬁnancial year.

* In 2023, a credit note was incorrectly included in the acquisition costs within the asset schedule. As a result, the acquisition

costs were overstated by EUR 552k, which was also reﬂected in depreciation and amortization for the same amount. This error has been corrected by restating the ﬁgures for the previous year in accordance with IFRS.

089

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

INSURANCE

The Group has agreed an insurance contract to cover the risk of damage to its tangible assets. The insured asset value of industrial installa- tions, ofﬁce buildings and electronic equipment amounts to kEUR 10,000 (2023: kEUR 10,000). In addition, there is automatic insurance cover- age for damages for the hydrogen powerplant including the hydrogen ﬁlling station of kEUR 11,122 (2023: kEUR 9,803) and an automatic insurance coverage for damages for the photo- voltaic power plant of kEUR 6,398 (2023: kEUR 6,398).

TANGIBLE ASSETS PLEDGED

AS COLLATERAL

The Group does have tangible assets as at 31 December 2024 of kEUR 5,567 (2023: kEUR 9,541) that are pledged as collateral for investor and bank debts.

CAPITALIZED INTERESTS

The carrying amount as of the balance sheet date includes total interest capitalized amount- ing to kEUR 2,637 (2023: kEUR 2,799) which was incurred during construction and calculated with an average capitalization rate of 7.42%.

IMPAIRMENT ON TANGIBLE ASSETS

The annual impairment test was performed with the result that no impairment indicators were identiﬁed.

RIGHT-OF-USE ASSETS

The Group has entered into lease agreements for various assets including plant, machinery, vehicles and other operational equipment. Lease terms for plant and machinery typically range from 3 to 15 years, while leases for

motor vehicles and other equipment generally have terms of 3 to 5 years. The Group’s lease liabilities are secured by the lessor’s legal ownership of the underlying leased assets.

In general, the lease agreements prohibit the Group from assigning or subleasing the leased assets. Certain contracts also include covenants requiring the Group to maintain speciﬁed ﬁnancial ratios.

The Group applies the recognition exemptions provided under IFRS 16 for short-term leases (12 months or less) and leases of low-value assets, such as ofﬁce equipment. Payments for these leases are recognized as an expense over the lease term on a straight-line basis in the consolidated income statement.

The recognised right-of-use assets can be categorised as follows:

(in EUR 1,000)	31/12/2024	31/12/2023
Buildings	190	597
Vehicles	366	284
Furniture and ofﬁce equipment	8	0
Other	0	4
Right of use assets	564	885

The amounts recognized in the consolidated income statement regarding the depreciation of right-of-use assets are as follows:

(in EUR 1,000)	31/12/2024	31/12/2023
Buildings	407	223
Vehicles	172	93
Furniture and ofﬁce equipment	2	0
Other	4	17
Depreciation	585	333
on Right of use assets

090

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

8. OTHER FINANCIAL

INVESTMENTS

				Amount of investment
NAME OF ASSOCIATE	Registered ofﬁce	Activity	% ownership	31/12/2024	31/12/2023
Nuventura GmbH	Berlin	Technology development	< 10%	557	825
Play Ventures Fund II	Singapore	Investment Fund	< 10%	1,892	1,649
Total				2,449	2,474

In the ﬁnancial year of 2024, the Group recognized an impairment loss of 268 kEUR of its investment in Nuventura GmbH. The impairment loss is shown under depreciation, amortisation and impairment expense in the consolidated income statement. As of 31 December 2024, management did not identify any indicators of impairment for the investment in Play Ventures Fund II.

091

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

9. FINANCIAL ASSETS

Classiﬁcation of ﬁnancial assets by category:

(in EUR 1,000)	31/12/2024	31/12/2023
FINANCIAL ASSETS
Investments	2,449	2,474
Trade receivables	2,213	5,641
Other ﬁnancial assets	1,072	554
Cash and cash equivalents	16,074	44,466
Total	21,808	53,135

Cash and cash equivalents, trade receivables, loan and other ﬁnancial assets are measured initially at fair value while the subsequent measurement is at amortized cost. During the year ended 31 December 2024, Impairment of kEUR 273 were recognized (2023: kEUR 307), thereof impairment losses on receivables or contract assets arising from an entity’s contracts with customers in the amount of kEUR 5 (2023: kEUR 32). These recognized impairment losses relate to expected credit losses. The lifetime credit loss of tradereceivables was determined for each customer based on data from an external rating agency.

092

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

10. INCOME TAX/

DEFERRED TAX ASSETS

The Group entities are taxable according to their applicable tax regulations. During the year ended 31 December 2024, the Company, is subject to the German statutory income tax rate of 27.69 % (2023: 27.69 %). The companies which are subjects to Luxembourg income tax rate of 26.59 % (2023: 26.59 %). The main tax expenses accrue within the companies under German tax law.

The income tax expense is presented follows:

(in EUR 1,000)	31/12/2024	31/12/2023
CURRENT TAX
Current period	657	429
Total current tax expense	657	429
DEFERRED TAX
Source and reversal of temporary differences
Intangible assets	0	103
Tangible assets	(1)	40
Right-of-use assets	(125)	(240)
Finance costs	35	0
Percentage of completion	92	88
Other	0	(1)
Increase of deferred tax assets	0	10
Total deferred tax expense	0	0
Income tax beneﬁt / (expense), net	(657)	(429)

The tax reconciliation using the German tax rate of 27.69 % (2023: 27,69 %) is as follows:

(in EUR 1,000)	31/12/2024	31/12/2023
Consolidated income (loss) beforeincome tax	(27,166)	(24,206)
German tax at 27.69 % (2023: 27,69 %)	(7,522)	(6,703)
Not usable	7,187	6,392
Luxembourg tax at 26.59 % (2023: 26.59 %)	(2)	(10)
other tax adjustments	(356)	(128)
Deferred taxes	0	0

Income tax (expense)/beneﬁt	(657)	(301)

093

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

The other Group companies have all years open to inspection in Germany that are applicable to each individual company in accordance with current local legislation.

Due to the existing loss carryforwards, the deferred tax liabilities will not have any future effect on income tax. For this reason, deferred tax assets were capitalised in the amount of the deferred tax liabilities.

During the ﬁnancial year, there are unrecognized deferred tax assets of kEUR 23,793 (2023: kEUR 15,931). The unrecognized deferred tax assets are based on kEUR 70,137 tax loss (corporation tax) and kEUR 69,251 tax loss (trade tax) during the years 2018-2024 on which the necessary condi- tions were not met for future tax deductibility.

The declared tax loss carryforwards as of the dates indicated are as follows:

(in EUR 1,000)	31/12/2024	31/12/2023
DOMESTIC TAX LOSS CARRYFORWARDS
corporate tax loss carryforwards	70,137	62,380
trade tax loss carryforwards	69,251	63,038

094

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

11. INVENTORIES

The inventories are entirely composed of goods as at 31 December 2024 and 2023.

(in EUR 1,000)	31/12/2024	31/12/2023
Goods	191	210
	191	210

095

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

12. CONTRACT ASSETS

Details of contract assets are as follows:

(in EUR 1,000)	31/12/2024	31/12/2023
Contract assets	17,409	5,941
total	17,409	5,941

Total contract assets are due to revenue from projects which are recognized over time by refer- ence to the percentage of completion of the pro- ject. As of 31 December 2024, an impairment of kEUR 107 was recognized (31 December 2023: kEUR 43). The impairment loss is shown under depreciation, amortisation and impairment ex- pense in the consolidated income statement.

The signiﬁcant increase in contract assets compared to the prior year mainly relates to the progress of project developments and related revenue recognition towards the end of the reporting period.

For further information on credit risk related to contract assets, please refer to Note 21 Financial Risk Management

096

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

13. TRADE AND

OTHER RECEIVABLES

Details of trade receivables are as follows:

(in EUR 1,000)	31/12/2024	31/12/2023
Trade Receivables	2,213	5,641
total	2,213	5,641

Trade receivables are measured at amortized cost. During the year ended 31 December 2024 impairments of kEUR 5 were recognized (31 December 2023: kEUR 32).

OTHER CURRENT RECEIVABLES

Details of other loans and receivables are as follows:

(in EUR 1,000)	31/12/2024	31/12/2023
Project related advance payments done	0	4,478
Receivables from shareholders	506	506
Grants	376	166
Security and other deposits	47	47
VAT receivable	519	0
Acrrued interest	21	0
other	148	197
total	1,617	5,394

Other receivables are measured at amortized cost. However, due to their short-term nature, the carrying value of these items approximates their fair value.

097

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

14. CASH AND CASH

EQUIVALENTS

Details of cash and cash equivalents are as follows:

(in EUR 1,000)	31/12/2024	31/12/2023
Cash on hand	2	2
Cash on bank	16,072	44,464
Total	16,074	44,466

As of 31 December 2024, EUR 13,484,243.17 (2023: EUR 9,683,353.50) cash and cash equivalents were restricted.

098

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

15. EQUITY

SHARE CAPITAL

There were no changes in share capital during the current ﬁnancial year. The number of shares is presented as follows:

	Total Shares	Unlimited	Ordinary
		Shares	Shares
Number of shares issued as at 1 January 2023	20,073,696	1	20,073,695
Issuance of Ordinary Shares – 19 January 2023	16,285,467	0	16,285,467
Number of shares issued as at 31 December 2023	36,359,163	1	36,359,162
Number of shares issued as at 1 January 2024	36,359,163	1	36,359,162
Number of shares issued as at 31 December 2024	36,359,163	1	36,359,162

099

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

The Company’s share capital as of 31 December 2024 amounts to EUR 564,384.91 (2023: EUR 564,384.91), represented by 36,359,162 Ordinary Shares (2023: 36,359,162) and one unlimited Share with no par value. The unlimited Share is held by the General Partner. Ordinary Shares are listed in the Prime Segment of the Frankfurt stock exchange.

Each share entitles the holder thereof to one vote. Each Share shall be entitled to receive the same amount. Ordinary Shares are freely transferable, the Unlimited Share is only transferrable to unlimited shareholders jointly and severally liable for all liabilities of the Company which cannot bemet out of the assets of the Company. All rightsand obligations attached to any share are passedto any transferee thereof.

Electronic copies of the Articles can be downloaded from the website of H2APEX Group SCA: https://ir.h2apex.com/ﬁleadmin/ downloads/ir/corp_govern/2024-01-18_ H2APEX_Group_SCA_Koordinierte_Satzung.pdf

As of 31 December 2024, the Company’s authorized capital amounts to EUR 2,555,215.27, corresponding to up to 168,429,588 Ordinary Shares that may be issued by resolution of the General Partner, based on the authorization granted by the shareholders on 29 June 2022.

LEGAL RESERVE

Under Luxembourg law, 5% of the net proﬁt of the year, net of any losses brought forward, must be allocated to a legal reserve until such reserve equals 10% of the issued share capital. This reserve is not available for dividend distribution and amounts to EUR 56.439 as at 31 December 2024. During the year, the Company has not acquired/ sold any own shares.

CAPITAL RESERVES

The capital reserve consists entirely of share premium and amounted to kEUR 111,204 as at 31 December 2024 (2023: kEUR 111,204). There were no changes in 2024.

RETAINED EARNINGS

Retained earnings comprise accumulated losses from prior years as well as the loss incurred in the current ﬁnancial year.

100

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

16. FINANCIAL LIABILITIES

BY CATEGORY

The fair values and carrying amounts of the Group’s ﬁnancial liabilities as at 31 December 2024 and 31 December 2023 are presented in the table below.

	Non-current			Current
31/12/2024	Carrying			Carrying			Grand
(in EUR 1,000)	Amount	Fair Value	Total	Amount	Fair Value	Total	total
Debts with credit institutions	0	0	0	113	0	113	113
Trade and other payables	0	0	0	12,906	0	12,906	12,906
Shareholder loans	33,801	0	33,801	3,008	0	3,008	36,809
Total financial liabilities	33,801	0	33,801	16,027	0	16,027	49,828

	Non-current			Current
31/12/2023	Carrying			Carrying			Grand
(in EUR 1,000)	Amount	Fair Value	Total	Amount	Fair Value	Total	total
Debts with credit institutions	0	0	0	163	0	163	163
Trade and other payables	0	0	0	5,176	0	5,176	5,176
Shareholder loans	33,109	0	33,109	10,448	0	10,448	43,557
Total financial liabilities	33,109	0	33,109	15,787	0	15,787	48,896

The classiﬁcation of ﬁnancial liabilities as of 31 December 2024 reﬂects the Group’s exposure pri-marily to liabilities arising from loans and accruedinterest from related parties. The total amount of ﬁnancial liabilities increased to kEUR 49,828 (31 December 2023: kEUR 48,896), mainly due to an increase in trade and other payables and newly recognized current portions of ﬁnancial liabilities.

Non-current ﬁnancial liabilities as of 31 Decem- ber 2024 amounted to kEUR 33,801 (2023: kEUR 33,109) and relate entirely to loans from related parties, as further detailed in Note 32. The cor- responding current portion of ﬁnancial liabilities

totals kEUR 3,008 (2023: kEUR 10,448), while trade and other payables increased to kEUR 12,906 (2023: kEUR 5,176), reﬂecting higher year- end obligations.

The carrying amounts of current liabilities approxi- mate their fair values. Financial liabilities include accumulated unpaid interest of kEUR 1,438 as of 31 December 2024 (2023: kEUR 1,337). .

101

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

17. LEASE LIABILITIES

The Group’s other non-current liabilities mainly consist of lease liabilities. As of 31 December 2024, the non-current portion of lease liabilities amounted to kEUR 230 (2023: kEUR 340), while the current portion amounted to kEUR 348 (2023: kEUR 528).

The decrease in total lease liabilities to kEUR 577 as of 31 December 2024 (2023: kEUR 868) primarily reﬂects regular lease payments made during the year and the absence of signiﬁcant new lease contracts.

(in EUR 1,000)	31/12/2024	31/12/2023
Lease liabilities non-current	230	340
Lease liabilities current	348	528
Total	578	868

The table below summarizes the maturity of the lease liabilities as of 31 December 2024 and 31 December 2023, respectively:

31/12/2023 (in EUR 1,000)	Less than 1year	Between 1 to 5	Over 5 years	Total
		years
lease liabilities	528	340	0	868

31/12/2024 (in EUR 1,000)	Less than 1year	Between 1 to 5	Over 5 years	Total
		years
lease liabilities	348	230	0	578

In the ﬁnancial year 2024, the rental and leasing expenses for short term (up to 12 month) are kEUR 10 (2023: kEUR 18).

102

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

18. PROVISIONS

As at 31 December 2024, total provisions amounted to kEUR 9,440 (2023: kEUR 10,949). The composition is presented below.

(in EUR 1,000)	31/12/2024	31/12/2023
Provision for outstanding supplier invoices	6,308	8,009
Provision for outstanding other invoices	0	1,000
Tax provisions	1,020	629
Provisions with personnel	1,016	538
Provisions for legal disputes	125	390
Other provisions	971	383
Total Provisions	9,440	10,949

The increase in personnel-related provisions to kEUR 1,016 as of 31 December 2024 (2023: kEUR 538) mainly results from the increase in provisions for management bonuses.

103

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

Movement of provisions during the year ended 31 December 2024 is as follows:

	Provision
	for out-	Provision		Other
	standing	for outstan-		provisions	Provisions
	supplier	ding other	Tax	with	for legal	Other
(IN EUR 1,000)	invoices	invoices	provisions	personnel	disputes	provisions	Total
As at 31 December 2023	8,009	1,000	628	538	390	383	10,948
Charges	5,999	0	1,020	1,212	125	850	9,206
Reversals	0	0	0	(372)	(260)	(281)	(913)
Use	(7,700)	(1,000)	(628)	(451)	(130)	(196)	(10,105)
Change in consolidation scope	0	0	0	0	0	(43)	(43)
other changes	0	0	0	89	0	258	347
Balance at 31 December 2024	6,308	0	1,020	1,016	125	971	9,440

Movements in provisions during the year ended 31 December 2023 were as follows:

	Provision			Other
	for			provisions
	outstanding		Other provisions	for legal	Other
(IN EUR 1,000)	invoices	Tax provisions	with personnel	disputes	provisions	Total
As at 31 December 2022	0	297	43	690	149	1,179
Charges	9,009	628	638	225	383	10,784
Reversals	0	0	0	(25)	0	(25)
Use	0	(297)	(43)	(500)	(149)	(989)
Balance at 31 December 2023	9,009	628	528	390	383	10,949

The increase in personnel-related provisions to kEUR 1,016 (2023: kEUR 538) mainly results from newly recognised management bonus provisions, including kEUR 390 for performance- based entitlements.

The decrease in total provisions reﬂects the utilisation and reversal of previously recognised items, particularly in the categories of outstanding invoices and legal disputes.

104

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

19. TRADE PAYABLES

(in EUR 1,000)	31/12/2024	31/12/2023
Trade payables	12,906	5,176
Total	12,906	5,176

The increase in trade payables is primarily attrib- utable to project-related outstanding payables to a single creditor, amounting to kEUR 8,905 as at the reporting date.

105

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

20. CONTRACT LIABILITIES

(in EUR 1,000)	31/12/2024	31/12/2023
Contract liabilities	233	1,284
Total	233	1,284

Contract liabilities arise primarily from advance payments made by customers for product deliver- ies and are predominantly recognized as revenue within one year.

106

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

21. FINANCIAL RISK

MANAGEMENT

FINANCIAL RISK FACTORS

MARKET RISK

As part of the ﬁnancing of its projects and business streams, H2APEX uses a leverage effectto limit its equity capital contribution. If a project company, or its holding company, were to fail to meet its payment obligations under its ﬁnancing agreements or fail to comply with certain minimum debt service coverage ratios, such default could render the project debt immediatelydue. In the absence of a waiver or a restructuring agreement on the part of the lenders, the lenders may be entitled to seize the assets or securities pledged as collateral (including H2APEX’s interest in the subsidiary that holds the facility). H2APEX’s business and growth plan require signiﬁcant ﬁnancing and reﬁnancing through the use of equity and external debt. H2APEX will have to invest signiﬁcantly in connection with the awarded contracts. The ability to raise additional funds will depend on ﬁnancial and economic conditions, as well as other factors, which may bebeyond H2APEX’s control.

Cash requirements have so far been assured through tools such as shareholder loans and guarantees, bank borrowing, capital increases, issuance of bonds and conditional grants, and advances. With regard to short-term debt ﬁnancing, H2APEX is exposed to the risk of changes in interest rates in the event of a renewedshort-term and long-term ﬁnancing, which could increase its ﬁnancing cost and, under certain circumstances, lead to a reduction of its return on capital. It cannot be ruled out that credit institutions may in general limit their willingness to grant H2APEX such short-term ﬁnancing due to several different developments.

Furthermore, equity raisings by H2APEX, such as the issue of new shares to shareholders and new investors may not be successful or feasible on favorable terms.

Lack of ability to obtain sufﬁcient funding in the future could have a material adverse effect on H2APEX’s growth opportunities, business and ﬁnancial condition and could, in the future, result in insolvency or liquidation of H2APEX. In the EU, and particularly in Germany, several projects support the decarbonization through green hydrogen. In Germany, for example, green hydrogen ﬂagship projects are supported with a EUR 700 million funding volume, being the largest funding initiative ever provided by the German Federal Ministry of Education and Research (Source: BMBF, National Projects). On EU level, important projects of common European interest (“IPCEI“) are promoted, including several green hydrogen projects. In the context of the hydrogen hub “doing hydrogen”, an initiative which seeks to connect different hydrogen projects throughout Germany to form a hub linking production, transport, storage and consumption of hydrogen, H2APEX has been granted for IPCEI funding in an amount of EUR 166 million. H2APEX competitors could also beneﬁt from public funding. This could dilute the H2APEX competitive position, business, and prospects.As H2APEX has granted public funding, such funding may be signiﬁcantly delayed and, as a result, H2APEX may have to bear signiﬁcant costs when they occur before receiving any public funds. Further, the granting of public funding may be conditional and require compliance with certain obligations, and it may also restrict H2APEX in the use of funds. In case H2APEX does not comply with such conditions, it may have to return granted fundings, in part or in whole.

107

In the past, H2APEX has received subsidies in the form of funding for personnel expenses for the development of a chemical hydrogen storage solution and has applied for further public funds. Applications are reviewed on a case-by-case basis by the authorities to determine the feasibilityof the underlying project. Aids or grants are the subject of a contract between H2APEX and the public entity and are systematically subject to objective criteria, such as the relevance of the project throughout the contract concluded or compliance with certain elements of proﬁtability. If H2APEX were to accept a refusal in its request for aid, this could also call into question the viability of a project and lead to its abandonment.

Moreover, existing public policies could be changed or even reversed, due to a law or a regu- latory or administrative regulation which seeks to favor certain traditional sources of energy or alternative renewable energy sources or because of budget constraints entailing a reduction in pub-lic funds available for the implementation of such policies which support decarbonized solutions, including green hydrogen

In addition, the Group is exposed to macroeco- nomic risks and price volatility, particularly in the context of increasing costs for key materi- als, construction services, and energy-related components required for the development of hydrogen infrastructure. These risks are further intensiﬁed by ongoing geopolitical uncertainties and potential changes to regulatory frameworks or public funding policies. To manage these risks, the Group applies proactive procurement strate- gies, regularly reassesses project economics, and maintains close dialogue with suppliers and fund- ing bodies to ensure ﬂexibility and cost control.

CREDIT RISK

Credit risks exist regarding ﬁnancial institutions and customers. The credit risk with respect to ﬁnancial institutions predominantly arises from liquid funds. In order to minimize a possible risk of default, ﬁnancial instruments are mainly entered into with counterparties with prime credit ratings.

The credit risk with respect to customers consists of granting terms of credit and the associated risk of default. Credit risk is managed on a group- wide basis. Credit risks arise from cash and cash equivalents, and deposits with banks and ﬁnancial institutions. Credit exposures to customers, including outstanding receivables and committed transactions, are managed by the individual group companies. The monitoring of the credit risks is supported by an internal monthly reporting.

To manage credit risk, the Group applies standardized credit assessment procedures, sets internal exposure limits, and regularly reviews the creditworthiness of counterparties. Risk concentrations are continuously monitored and mitigated through diversiﬁcation of counterparties, geographic regions, and industries. In addition, insurance instruments and collateral arrangements are used where appropriate.

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

108

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

The tables below show the ageing analysis of ﬁnancial assets as at 31 December 2024:

		More than 3
		months and	Between 6
31/12/2024	Less than 3	less than 6	months and	More than 1
(IN EUR 1,000)	months	months	less than 1 year	year	Total
Trade and other receivables	2,213	0	0	0	2,213
Contract assets	17.409	0	0	0	17.409
Other current ﬁnancial assets	575	0	0	0	575
Cash and cash equivalents	16,074	0	0	0	16,074
Total assets	36.271	0	0	0	36.271

Trade and other receivables consist of about 20 debtors, while the biggest debtor amounts to kEUR 703.

The tables below show the ageing analysis of ﬁnancial assets as at 31 December 2023:

		More than 3
		months and	Between 6
31/12/2023	Less than 3	less than 6	months and	More than 1
(IN EUR 1,000)	months	months	less than 1 year	year	Total
Trade and other receivables	838	3,830	972	0	5,640
Other current ﬁnancial assets	554	0	0	0	554
Cash and cash equivalents	44,466	0	0	0	44,466
Total assets	45,858	3,830	972	0	50,660

LIQUIDITY RISK

Liquidity risk arises from the Group’s manage- ment of working capital and the ﬁnance charges and principal repayments on its debt instru- ments. It represents the risk that the group will encounter difﬁcultly in meeting its ﬁnancial obligation as they are fall due. The monitoring of the Liquidity risks is supported by an internal monthly reporting.

109

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

The table below provides a maturity of the Group’s non-derivative third party ﬁnancial liabilities as at 31 December 2024 and 2023. The amounts disclosed in the table are the contracted undis- counted cash ﬂows.

31/12/2024		Between 1 to 5
(IN EUR 1,000)	Less than 1 year	years	Over 5 years	Total
Debt with credit institutions	113	0	0	113
Trade and other payables	12,906	0	0	12,906
Shareholder loans	3,008	7,500	26,301	36,809
Total liabilities	16,027	7,500	26,301	49,828

31/12/2023		Between 1 to 5
(IN EUR 1,000)	Less than 1 year	years	Over 5 years	Total
Debt with credit institutions	163	0	0	163
Trade and other payables	5,176	0	0	5,176
Contract liabilities	1.284	0	0	1.284
Trade and other liabilities	1.481	0	0	1.481
Other ﬁnancial liabilities	10,448	7,500	25,609	43,557
Total liabilities	18.552	7,500	25,609	51.661

The Board of Managers of the General Partner assesses and monitors cash ﬂows of the Group to ensure the Group has sufﬁcient cash on demand to meet expected normal operational expenses, including the servicing of ﬁnancial obligations.

Interest rate risk

The group currently has no interest rate risk. The debt owed to credit institution was fully paid in February 2024. Currently all the borrowing are agreed at ﬁxed interest rate over the entire term. In general, interest rate risk could arising from if future long term borrowings interests would ﬂuctuate because of changes in market interest rates.

Foreign exchange risk

The Group companies operate mostly in Euro (EUR). In general, foreign currencies are only kept if future payments are expected to be made in a particular currency. The Group is exposed to foreign exchange risks especially with regards to CHF/EUR and USD/EUR based on bank deposits or intercompany loans in foreign currency.

110

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

22. OTHER FINANCIAL

OBLIGATIONS/COMMITMENTS

AND CONTINGENCIES

LETTER OF GUARANTEE

In connection with the sale of its former subsidiary exceet Secure Solutions GmbH in 2021, the Company issued an independent guarantee to the purchaser. Under the terms of the share purchase agreement, the Company guarantees the fulﬁlment of all payment claims the purchaser may assert against the seller (exceet Group AG, an indirect subsidiary at the time of sale), up to a maximum amount of EUR 4,912,409, in cases where the seller fails to settle such claims were due.

The guarantee remains valid for a period of seven years following the closing date of the transaction, which was 30 April 2021, and will therefore expire on 30 April 2028.

In addition to the letter of guarantee described above, the Group has entered into several non- cancellable rental and lease agreements for ofﬁce premises and technical equipment. These contracts typically have terms ranging from 3 to 15 years and result in ﬁxed payment obligations over the duration of the agreements. A detailed overview of lease liabilities is presented in Note 7 (IFRS 16 Disclosures).

111

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

23. OTHER CURRENT

LIABILITIES

As at 31 December 2024, other current liabili- ties amounted to kEUR 671 (2023: kEUR 1,481). These include:

(in EUR 1,000)	31/12/2024	31/12/2023
Tax liabilities other than income taxes	3	897
Deposits received	388	384
Social security, wages and salaries	256	168
Other liabilities	24	32
Total other current liabilities	671	1,481

112

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

24. REVENUE

Details of revenues by category of activity are as follows:

(in EUR 1,000)	2024	2023
Revenue from project development - Over time	28,903	14,819
Revenue from own operations - Point of time	663	478
Total revenue	29,566	15,297

Revenue for the year ended 31 December 2024 amounted to kEUR 29,566 (2023: kEUR 15,297) and was primarily generated from project de- velopment activities, which are recognized over time, and from operational revenues, recognized at a point in time.

The signiﬁcant increase in revenue from project development reﬂects continued progress on several ongoing projects, including new project phases initiated in the reporting year

In accordance with IFRS 15, the following table provides an overview of the contract assets and contract liabilities arising from customer contracts as at the respective reporting dates:

CONTRACT BALANCES (in EUR 1,000)	31/12/2024	31/12/2023
Trade receivables (Note 13)	2,213	5,641
Contract assets (Note 12)	17,409	5,941
Contract liabilities (Note20)	233	1,284

The amount of kEUR 1,284 included in contract liabilities as of 31 December 2023 has been recognized as revenue in 2024 (2023: kEUR 0). There is no revenue recognized in 2024 from performance obligations satisﬁed (or partially satisﬁed) in previous periods eg. due to changes in the estimate of the stage of completion (2023: kEUR 0).

113

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

25. COSTS OF MATERIAL

Details of material costs by category of activity are as follows:

(in EUR 1,000)	2024	2023
Material and external services	24,673	12,410
Personnel costs for projects	3,285	1,270
Other supplies	596	3
Other costs	693	0
Total material costs	29,247	13,683

Total material costs for the year ended 31 December 2024 amounted to kEUR 29,247 (2023: kEUR 13,683). These primarily include expenses for materials and external services, personnel costs allocated to project work, other supplies and project-related third-party costs.

The signiﬁcant increase in material costs in 2024 correlates with the overall development of the Group’s sales during the ﬁnancial year.

114

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

26. EMPLOYEE BENEFITS

EXPENSES

Details of material costs by category of activity are as follows:

(in EUR 1,000)	2024	2023
Wages and salaries	10,256	6,679
Other social charges and taxes	1,909	1,155
Stock Option Program 2024	(27)	316
Other employee welfareexpenses	56	9
Personnel costs for projects	(3,248)	(1,270)
Total personnel costs	8,946	6,889

Personnel expenses for the year ended 31 December 2024 amounted to kEUR 8,946 (2023: kEUR 6,889) and include wages and salaries, social security contributions, and other employee-related expenses. The negative amount of kEUR 27 in relation to the Stock Option Program 2024 reﬂects a reversal of previously recognised expenses.

Personnel expenses also include capitalised staff costs related to internal project development in the amount of kEUR 3,248 (2023: kEUR 1,270).

The average number of employees of the Group for the year ended 31 December 2024 was 113 (2023: 81).

115

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

27. OTHER OPERATING

EXPENSES

Details of other operating expenses are as follows:

(in EUR 1,000)	2024	2023
Legal and consulting fees	3,522	4,516
Research costs	863	1,967
Supervisory board fees	398	1,933
Bank and otherfees	805	939
Marketing costs	797	860
Building and premises costs	642	817
Costs for settlement agreement	0	643
Repairs and maintenance	860	582
Insurance premiums	222	150
Car costs	362	0
Ofﬁce expenses	362	0
Travel expenses	236	0
Other costs	150	325
Total other operating expenses	9,219	12,732

Other operating expenses for the year ended 31 December 2024 amounted to kEUR 9,219 (2023: kEUR 12,732). These primarily relate to legal and consulting fees, research and develop- ment costs, supervisory board fees, and bank and other service charges.

Additionally, the total includes expenditures for building-related costs, marketing, insurance premiums, repairs and maintenance, and various administrative and operational expenses.

The fees for the audit of the annual accounts and the consolidated ﬁnancial statements for the ﬁnancial year 2024 amounted to kEUR 267 (2023: kEUR 200), while fees for assurance-related services amounted to kEUR 31 (2023: kEUR 31).

116

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

28. FINANCIAL INCOME

Details of ﬁnancial income are as follows:

(in EUR 1,000)	2024	2023
Interest bank accounts	111	345
FX gains	0	80
Other ﬁnancial income	29	254
Total ﬁnancial income	140	679

Financial income for the year ended 31 December 2024 amounted to kEUR 140 (2023: kEUR 679) and mainly includes interest income from bank balances and other ﬁnancial income. No foreign exchange gains were recognised in the reporting year.

117

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

29. FINANCIAL EXPENSES

(in EUR 1,000)	2024	2023
FX losses	33	109
Interest on amount owed to credit institutions	180	79
Interest on other ﬁnancial liabilities	1,233	2,160
Other ﬁnancial charges	28	108
Total ﬁnance expenses	1,474	2,456

Financial expenses for the year ended 31 De- cember 2024 amounted to kEUR 1,474 (2023: kEUR 2,456). They primarily relate to interest expenses on ﬁnancial liabilities and credit facili- ties, foreign exchange losses as well as other ﬁnancing-related charges.

Included in this amount are interest expenses from lease liabilities in accordance with IFRS 16 in the amount of kEUR 43 (2023: kEUR 33).

118

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

30. RECONCILIATION OF

FINANCIAL LIABILITIES

FROM FINANCING ACTIVITIES

The following table presents the changes in ﬁnancial liabilities classiﬁed under ﬁnancing activities, excluding items reported under equity, for the years ended 31 December 2024 and 2023, as reﬂected in the consolidated cash ﬂow statement.

		Issue incl.	conversion
(IN EUR 1,000)	31/12/2023	Interests	into equity	Payments	31/12/2024
Contract liabilites and capital grants	43,557	0	0	(7,440)	36,117
Bank borrowings	163	0	0	(44)	119
Total	43,720	0	0	(7,484)	36,236

		Issue incl.	conversion
(IN EUR 1,000)	31/12/2022	Interests	into equity	Payments	31/12/2023
Bonds	9,131	534	0	(9,665)	0
Contract liabilites and capital grants	47,538	0	0	(3,981)	43,557
Bank borrowings	1,798	0	0	(1,635)	163
Total	58,468	534	0	(15,282)	43,721

119

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

31.RELATED PARTIES

Ultimate controlling parties and related-parties transactions

As of 31 December 2024 H2APEX has not been informed by any shareholder, that a shareholder has interests of more than 50% in the parent company. H2APEX Group S.C.A. is managed by H2APEX Management S.à r.l. (hereafter the “General Partner”), a limited liability company under the law of Luxembourg (Société à respon-sabilité limitée (S.à r.l.)), the shares in which are held indirectly by the founders of the Active Ownership Group (AOC) Florian Schuhbauer und Klaus Röhrig (50% each).

RELATED PERSONS

Supervisory Board H2APEX Group SCA (as from 23 January 2020)

Due to the change of the legal form of the Com- pany to a partnership limited by shares (société en commandite par actions (SCA)) under the laws of the Grand Duchy of Luxembourg (the “Change of the Legal Form”), the extraordinary general meeting of 23 January 2020 appointed a supervisory board (the “Supervisory Board”). The current composition of the Supervisory Board of the Company is as follows:

•

Roland Lienau (Chairman)

•

Georges Bock (Chairman of the audit committee)

•

Florian Schuhbauer (as from 2 May 2023)

•

Thomas Terschluse (as from 2 May 2023)

•

Prof. Dr. Heinz Jörg Fuhrmann (as from 18 January 2024)

•

Markus Lesser (as from 24 February 2025)

Prof. Dr. Matthias Beller resigned from his man- date as member of the Supervisory Board with effect as of 3 December 2024.

RELATED ENTITIES

Information on the shares in subsidiaries can be found in Note 2.

MEMBERS OF THE MANAGEMENT BOARD

As a result of the change in legal form, the extraordinary general meeting held on 23 January 2020 approved the creation and issuance of one unlimited share to the Company’s general partner, H2APEX Management S.à r.l. The current managing directors of H2APEX Management S.à r.l. are Klaus Röhrig and Jan Klopp.

Bastian Bubel resigned from his position as managing director of the general partner with effect from 1 April 2024.

As of 31 December 2024, receivables from shareholders include a claim against Endurance Fund Ltd. in connection with capital gains taxes paid on its behalf by the Group in 2021. The receivable is non-interest-bearing and is intended to be settled by offsetting against the outstanding shareholder loan from Endurance Fund Ltd. at maturity.

120

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

Details of account balances with related parties by category are as follows:

(in EUR 1,000)	31/12/2024	31/12/2023
Assets
Receivables from shareholders	506	506
Total	506	506

(in EUR 1,000)	31/12/2024	31/12/2023
Liabilities
Loans and accrued interests on shareholder loans	33,801	33,109
Total	33,801	33,109

The following are income and expense items with related parties:

(in EUR 1,000)	2024	2023
Expense
Interest on loans from shareholders	1,129	1,128
Total	1,129	1,128

121

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

MANAGEMENT AT THE LEVEL

OF THE COMPANY

The Company did not grant any emolument, loans or advances to members of its management during the year ended. Transactions other than ordinary business or under terms differing from market conditions carried out by the management of the company. During the year, the managers of the Company have not carried out any transactions other than ordinary business or applied terms that differ from market conditions with the Company or with other companies in the Group.

CONFLICTS OF INTEREST CONCERNING THE MANAGEMENT

The managers of the Company and their related parties have had no conﬂicts of interest requir- ing disclosure.

CONTINGENT LIABILITIES TOWARDS RELATED PARTIES

There are no contingent liabilities towards related parties as of 2024 and 2023.

122

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

32 KEY MANAGEMENT

PERSONNEL EXPENSES

The Company is managed by H2APEX Manage- ment S.à r.l. (hereafter the “General Partner”), a limited company under the law of Luxembourg. For the ﬁnancial year 2024, an amount of kEUR 306.7 (2023: kEUR 303.1) has been recognized in the consolidated income statement for the remuneration of the Supervisory Board. The amount of kEUR 148 (2023: kEUR 180) has beenrecognized in the consolidated income state- ment as a management fee for the General Partner.

Share-Based Payments

At the Annual General Meeting 2023, the shareholders approved a Stock Option Program amounting to 3,640,000 shares of the Company, with each Stock Option corresponding to one share.

In 2024, the General Partner amended the SOP 2023 according to the authorized regulations approved by the AGM 2023. The amendment lead to the following changes:

•

The period for vested Stock Options to be exercised is extended from one to ﬁve years after the Vesting Date to provide more ﬂexibility for Beneﬁciaries to exercise their options based on the Stock Price.

•

The Vesting Start Date for the options issued at the end of July 2023 will be moved forward to 1 June 2023 and therefore the Stock Options become exercisable earlier.

•

A mechanism to exercise options without cash payment (Cashless Exercise) to be introduced, subject to sufﬁcient capital reserves being available at such time and approval of the administrator.

•

To streamline the process of exercising the Stock Options and lessen the administrative burden, exercise of stock options to only be possible during the month following the annual general meeting (Exercise Window).

The vesting is tied to the continued employment at the H2APEX Group over a period of four years following the Vesting Start Date (Vesting Period). During the Vesting Period, every full quarter of employment by the H2APEX Group, 1/16th of the stock options vest provided that the ﬁrst 1/4th of your stock options only vest after the ﬁrst year (Cliff).

Under the SOP 2023, Stock Options were granted in 2023 and 2024 to the following groups of participants:

members of the supervisory board of the Company;

ii. members of the management of afﬁliated

companies; and

iii. key employees of afﬁliated companies

123

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

The exercise price for each of the granted Stock Options shall be EUR 5.50.

As of 31 December 2024, 2,694,375 Stock Options are outstanding under the following terms:

•

1,000,000 Stock Options have been granted to the Chairman of the Supervisory Board and Lien Hold Co

•

1,694,375 Stock Options have been granted to key employees. These Options shall be considered vested over a four-year period (1/16 for each full quarter).

As consideration for Roland Lienau’s (Chairman of the Supervisory Board) contribution to the business combination between the Company and the German APEX-Group (in particular, the deal sourcing, relationship management, support of the key negotiations and your laborious assistance throughout the entire M&A process), 660,000 Stock Options were granted to Lien HoldCo (related party to Roland Lienau). The Exercise Price for each of these Stock Options shall be EUR 5.50. These Stock Options are fully vested as of the acceptance and must be exercised by 31 December 2027 (“Expiry Date”).

In addition, as consideration for Roland Lienau’s continuing to hold the ofﬁce of chairman of the Supervisory Board, 340,000 Stock Options were granted to Lien HoldCo, too. The Exercise Price for each of these Stock Options shall be EUR 5.50. These Stock Options shall be considered fully vested on 31 December 2025 (accelerated vesting).

The expenses recognized for stock option services during the year is kEUR 27 (2023: kEUR 1,946).

124

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

The following table illustrates the number and exercise prices of stock options granted, the movements in share options during the year:

	2024	2024	2023	2023
(in EUR)	Number	excercise price	Number	excercise price
Outstanding at 1 January	2,400,000	5.50	0	5.50
Granted during the year	450,000	5.50	2,400,000	5.50
Forfeited during the year	155,625	5.50	0	5.50
Exercised during the year	0	5.50	0	5.50
Expired during the year	0	5.50	0	5.50
Outstanding at 31 December	2,694,375	5.50	2,400,000	5.50
Exercisable at 31 December	660,000	5.50	660,000	5.50

The exercise prices for all outstanding stock options at the end of the year was EUR 5.50.

The following table lists the inputs to the model used:

	6th Tranche	5th Tranche	4th Tranche	3rd Tranche	2nd Tranche	1st Tranche
	2024	2024	2024	2024	2024	2024
	amended in	amended in	amended in	amended in	amended in	amended in
Model parameters	2024	2024	2024	2024	2024	2024	2023 Vorjahr
Number of Options outstanding	100,000	50,000	100,000	300,000	340,000	1,804,375	2,200,000
Weighted average fair values at the	3.34	2.16	3.30	3.14	3.27	3.52	1.81
measurement date
Dividend yield (%)	0%	0%	0%	0%	0%	0%	0%
Expected volatility (%)	35%	35%	35%	35%	35%	35%	40%
Risk-free interest rate (%)	2.35%	1.61%	2.30%	2.76%	2.51%	2.4%	3.29%
Expected life options (years)	5	5	5	5	3	4	4
Share Proce Grant Date	6.23	4.60	5.90	5.90	6.45	6.45	6.65
Model used	Binominal/	Binominal/	Binominal/	Binominal/	Binominal/	Binominal/	Binominal/
	CRR	CRR	CRR	CRR	CRR	CRR	CRR
weighted average remaining	4.01	3.82	3.82	3.52	1.00	2.33	2.66
contractual life

The expected life of Stock Options is based on current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reﬂects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.

125

H2APEX GROUP SCA CONSOLIDATED FINANCIAL STATEMENTS

33. EVENTS AFTER

THE REPORTING PERIOD

On April 23, 2025, H2APEX Group SCA as borrower entered into a EUR 20,000,000 loan agreement with its shareholder Active Ownership Fund SICAV SIF SCS. The loan is unsecured and bears interest of 7% p.a. and has a term until 15 May 2026. The loan agreement includes the right of the lender to convert the loan amount (plus interest accrued) into shares of H2APEX at a conversion price of EUR 2.20 per share. Further, H2APEX agreed to pay Active Ownership Fund SICAV SIF SCS an arrangement fee equal to 3.00% of the loan amount.

Furthermore, Endurance Fund Ltd., an investor in the Atlan Group which holds about 36.50% of H2APEX’s share capital, granted H2APEX a comfort letter for an additional EUR 15,000,000. Further, H2APEX agreed to pay Endurance Fund Ltd. an arrangement fee equal to 1.00% of the liability amount under the comfort letter.

With notarial deed dated 31 March 2025, APEX Nova Holding GmbH, a 100% subsidiary of H2APEX Group SCA, acquired all shares of HH2E Lubmin Werk GmbH, Lubmin along with a strategically signiﬁcant hydrogen project at the Lubmin site. H2APEX consequently expands its industrial hydrogen business in Lubmin, Germany’s key location for the hydrogen industry and therefore strengthens its strategic focus on expanding the in-house hydrogen production.

After Prof. Dr. Matthias Beller resigned from the Supervisory Board at the end of 2024 to focus more on research, the group announced in February 2025 that Markus Lesser will be a new member to the Supervisory Board of H2APEX Group SCA.

There are no other subsequent events after 31 December 2024 to be reported.

Tel. 352 45 123-1

1, Rue Jean Piret

www.bdo.lu

Boîte postale 351

L-2013 Luxembourg

REPORT OF THE REVISEUR D’ENTREPRISES AGREE

To the Shareholders of

H2APEX Group SCA

19, rue de Flaxweiler

L - 6776 Grevenmacher

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of H2APEX Group SCA (until

18 January 2024 “exceet Group SCA”) and its subsidiaries (the “Group”), which comprise the

consolidated statement of financial position as at 31 December 2024, and the consolidated

income statement, the consolidated statement of comprehensive income, consolidated

statement of changes in equity and consolidated statement of cash flow for the year then ended,

and notes to the consolidated financial statements, including material accounting policy

information and other explanatory information.

In our opinion, the accompanying consolidated financial statements give a true and fair view of

the consolidated financial position of the Group as at 31 December 2024, and of its consolidated

financial performance and its consolidated cash flows for the year then ended in accordance

with IFRS Accounting Standards as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of

23 July 2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on

Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur

Financier” (“CSSF”). Our responsibilities under the EU regulation N° 537/2014, the Law of

23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the

« Responsibilities of “réviseur d’entreprises agréé” for the audit of the consolidated financial

statements » section of our report. We are also independent of the Group in accordance with the

International Code of Ethics for Professional Accountants, including International Independence

Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as

adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to

our audit of the consolidated financial statements, and have fulfilled our other ethical

responsibilities under those ethical requirements. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the consolidated financial statements of the current period. These

matters were addressed in the context of the audit of the consolidated financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these

matters.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

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BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of

the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

Assessment of the Going Concern Assumption

a) Why the matter was considered to be one of most significant in the audit?

As disclosed in Note 2b to the consolidated financial statements, these consolidated financial

statements have been prepared on a going concern basis. The Group is active in the evolving

hydrogen production and distribution industry. H2APEX Group SCA assessed its future free cash

position which could become negative during the second half of 2025, with a projected low point

of approximately EUR (19.7) million in April 2026. Management’s going concern assessment is

based on binding financial support measures consisting of a convertible shareholder loan of

EUR 20 million and a EUR 15 million comfort letter from its shareholders which support going

concern assessment over the next 12 months.

The availability of sufficient funding and the testing of whether the Group will be able to

continue meeting its obligations are important for the going concern assumption and, as such,

are significant aspects of our audit. This assessment is largely based on the expectations of and

the estimates made by management. The expectations can be influenced by subjective elements

such as estimated cash flows, forecasted results and margins from operations. Estimates are

based on assumptions, including expectations regarding future developments in the economy and

the market.

Although management has concluded that there is no material uncertainty related to going

concern, this assessment required significant judgment, particularly in relation to the

assumptions underlying future revenue growth, cost control, and access to funding. Given the

nature of the Group as an early-stage ramp-up and the level of estimation and judgment

involved, we considered this area to be a key audit matter.

b) How the matter was addressed in the audit?

Our audit procedures in relation to management’s going concern assessment as disclosed in Note

2b of the consolidated financial statements included, but were not limited to:

•

Evaluating the process undertaken by management to assess the appropriateness of the

going concern basis of accounting.

•

Assessing the reasonableness of management’s cash flow forecasts, including key

assumptions such as revenue growth, burn rate, and the timing and likelihood of securing

additional funding.

•

Performing a sensitivity analysis on key assumptions to evaluate the Group’s ability to

remain solvent under different scenarios.

•

Reviewing supporting documentation related to committed or anticipated sources of

funding, including investor term sheets or financing agreements.

•

Evaluating the adequacy of the disclosures made in the consolidated financial statements

in accordance with IFRS Accounting Standards as adopted by the European Union.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of

the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

Other information

The General Partner is responsible for the other information. The other information comprises

the information included in the consolidated management report and the Corporate Governance

Statement but does not include the consolidated financial statements and our report of “réviseur

d’entreprises agréé” thereon.

Our opinion on the consolidated financial statements does not cover the other information and

we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to

read the other information and, in doing so, consider whether the other information is materially

inconsistent with the consolidated financial statements or our knowledge obtained in the audit

or otherwise appears to be materially misstated. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to

report this fact. We have nothing to report in this regard.

Responsibilities of the General Partner and Those Charged with Governance for the

consolidated financial statements

The General Partner is responsible for the preparation and fair presentation of the consolidated

financial statements in accordance with IFRS Accounting Standards as adopted by the European

Union, and for such internal control as the General Partner determines is necessary to enable the

preparation of consolidated financial statements that are free from material misstatement,

whether due to fraud or error.

The General Partner is responsible for presenting the consolidated financial statements in

compliance with the requirements set out in the Delegated Regulation 2019/815 on European

Single Electronic Format (“ESEF Regulation”).

In preparing the consolidated financial statements, the General Partner is responsible for

assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless the General

Partner either intends to liquidate the Group or to cease operations, or has no realistic

alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting

process.

Responsibilities of the “réviseur d’entreprises agréé” for the audit of the consolidated

financial statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due to fraud or

error, and to issue a report of “réviseur d’entreprises agréé” that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted

in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as

adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken

on the basis of these consolidated financial statements.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of

the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

Our responsibility is to assess whether the consolidated financial statements have been prepared

in all material respects with the requirements laid down in the ESEF Regulation.

As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016

and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and

maintain professional skepticism throughout the audit. We also:

•

Identify and assess the risks of material misstatement of the consolidated financial

statements, whether due to fraud or error, design and perform audit procedures

responsive to those risks, and obtain audit evidence that is sufficient and appropriate

to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control.

•

Obtain an understanding of internal control relevant to the audit in order to design

audit procedures that are appropriate in the circumstances, but not for the purpose

of expressing an opinion on the effectiveness of the Group’s internal control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the General Partner.

•

Conclude on the appropriateness of General Partner’s use of the going concern basis

of accounting and, based on the audit evidence obtained, whether a material

uncertainty exists related to events or conditions that may cast significant doubt on

the Group’s ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our report of “réviseur

d’entreprises agréé” to the related disclosures in the consolidated financial

statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our report of

“réviseur d’entreprises agréé”. However, future events or conditions may cause the

Group to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the consolidated financial

statements, including the disclosures, and whether the consolidated financial

statements represent the underlying transactions and events in a manner that

achieves fair presentation.

•

Obtain sufficient appropriate audit evidence regarding the financial information of

the entities and business activities within the Group to express an opinion on the

consolidated financial statements. We are responsible for the direction, supervision

and performance of the Group audit. We remain solely responsible for our audit

opinion.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant

deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, actions taken to eliminate threats or safeguards applied.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of

the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the consolidated financial statements of

the current period and are therefore the key audit matters. We describe these matters in our

report unless law or regulation precludes public disclosure about the matter.

Report on Other Legal and Regulatory Requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the

Shareholders on 13 June 2024 and the duration of our uninterrupted engagement, including

previous renewals and reappointments, is three years.

The consolidated management report is consistent with the consolidated financial statements

and has been prepared in accordance with applicable legal requirements.

The Corporate Governance Statement is included in the consolidated management report. The

information required by Article 68ter paragraph (1) letters c) and d) of the law of

19 December 2002 on the commercial and companies register and on the accounting records and

annual accounts of undertakings, as amended, is consistent with the consolidated financial

statements and has been prepared in accordance with applicable legal requirements.

We confirm that the audit opinion is consistent with the additional report to the audit

committee or equivalent.

We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014

were not provided and that we remained independent of the Group in conducting the audit.

We have checked the compliance of the consolidated financial statements of the Group as at

31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that are

applicable to financial statements.

For the Group it relates to:

•

Consolidated financial statements prepared in a valid xHTML format;

•

The XBRL markup of the consolidated financial statements using the core taxonomy and

the common rules on markups specified in in the ESEF Regulation.

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of

the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

In our opinion, the consolidated financial statements of H2APEX Group SCA as at

31 December 2024, have been prepared, in all material respects, in compliance with the

requirements laid down in the ESEF Regulation.

Luxembourg, 12 May 2025

BDO Audit

Cabinet de révision agréé

represented by

electronically signed

by :

Anke Schelling

BDO Audit, Société Anonyme

R.C.S. Luxembourg B 147.570

TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of

the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.