Notes 1–3

1 Principles

General aspects

These financial statements were prepared according to the ­provisions of the Swiss Law on Accounting and Financial ­Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below. It should be noted that to ensure the company’s going concern, the company may create or release hidden reserves.

Non-current assets

Non-current assets include long-term loans and investments. Loans granted in foreign currencies are translated at the exchange rate applicable on the balance sheet date; unrealized losses are recorded, but unrealized profits are not recognized. Investments are valued at their acquisition cost adjusted for impairment losses, if any.

Treasury shares

Treasury shares are recognized at historical costs and deducted from shareholders’ equity at the time of acquisition. In case of a resale, the gain or loss is recognized through equity.

Long-term interest-bearing liabilities

Interest-bearing liabilities are recognized in the balance sheet at nominal value. Issue costs for financial debts are capitalized and amortized on a straight-line basis over the financial debt maturity period.

Foregoing a cash flow statement and additional disclosures in the notes

As Cicor Technologies Ltd. has prepared its consolidated financial statements in accordance with a recognized accounting standard (Swiss GAAP FER), it has decided to forego presenting additional information on interest-bearing liabilities and audit fees in the notes as well as a cash flow statement in accordance with the law.

Derivative financial instruments

Derivative financial instruments for hedging balance sheet items are stated at fair value upon conclusion of the contract and are shown under other current receivables third parties and financial liabilities third parties. Consequently, the derivative financial instruments are valued at market value, whereas non-realized gains and losses are recognized in the financial result. The market values of the derivative financial instruments are derived from the market prices at the end of the period. To hedge currency risks, the Group can make use of foreign exchange forwards.

2 Information on Balance Sheet and Income Statement items

Loans to subsidiaries

Loans in the amount of TCHF 18 150 have been granted to subsidiaries in Switzerland and Asia. Loans in the amount of TEUR 20 200 have been granted to subsidiaries in Germany. Loans in the amount of TUSD 7 728 have been granted to subsidiaries in Asia. A loan in the amount of TSGD 3 700 has been granted to a subsidiary in Asia. Loans in the amount of TGBP 32 881 have been granted to a subsidiary in UK.

Investments

Non-current financial liabilities

On 20 January 2022, Cicor issued a five-year, interest-free mandatory convertible note (MCN) with a principal amount of CHF 20.0 million. The MCN was subject to a reopening clause allowing Cicor to increase the principal amount of the MCN up to a maximum principal amount of CHF 60.2 million within the twelve-months reopening period without prior consent or permission of the holders through the issue of further fungible MCNs fully allocated to its main shareholder OEP, under its agreement to provide Cicor a fully underwritten standby equity facility. On 27 September 2022 Cicor exercised its option to reopen the issuance of the mandatory convertible note in the amount of CHF 40.2 million and to sell these additional notes to OEP.

The conversion price is fixed at CHF 47.50 per share, subject to subsequent adjustments for anti-dilution events. Shares to be delivered upon conversion of a MCN will be new shares to be issued from the conditional capital according to Art. 5 ter of the Company’s Articles of Association. No fractions will be delivered to, and no cash payments will be made to the holders. The MCN contains the following early conversion option for holders: each holder may elect to convert the MCN early during the optional conversion period starting 730 days after issuance up to 10 days prior to maturity or following the formal announcement of a takeover bid to Cicor’s shareholders during the additional offer period, unless certain thresholds have not been met after the first offer period.

Upon occurrence of certain predefined events, the MCNs will be subject to an accelerated conversion and will be mandatorily converted on the maturity date, unless previously converted under the early conversion options or following an accelerated conversion.

As of 31 December 2024, MCNs with a nominal value of CHF 54.8 million were converted into 1 153 777 new ordinary shares with a par value of CHF 10.00 that were created from the conditional capital according to Art. 5 ter of the Company’s Articles of Association.

Non-current interest-bearing liabilities

Cicor signed an amendment to the syndicated bank loan agreement on 30 October 2023. The agreement includes a revolving credit line of CHF 120 million, the renewal of the existing acquisition line of CHF 75 million (CHF 45 million amortized as of 31 December 2024), another acquisition line of CHF 50 million and an optional acquisition line of CHF 75 million. As of 31 December 2024, CHF 45 million of the revolving credit line was utilized. The existing acquisition line of CHF 75 million was fully utilized with CHF 30 million outstanding. The CHF 50 million acquisition line was utilized with CHF 42.5 million outstanding at 31 December 2024. The optional CHF 75 million acquisition line has not been utilized.

Share capital

Effective as of 20 April 2023, 1 627 new registered shares with a par value of CHF 10.00 each were created from the conditional capital according to Art. 5 bis of the Company’s Articles of Association for the remuneration of the Cicor Board of Directors.

1 153 777 new registered shares with a par value of CHF 10.00 each were created from the conditional capital according to Art. 5 ter of the Company’s Articles of Association in 2024 for the conversion of mandatory convertible notes into shares of the Company.

As of 31 December 2024, the Company’s ordinary share capital amounted to CHF 45 649 460 and was divided into 4 564 946 registered shares with a par value of CHF 10.00 each (31 December 2023: 3 411 169 registered shares with a par value of CHF 10.00 each).

Cicor Technologies Ltd. is a holding company established under Swiss law. According to the provisions of law ­governing the appropriation of retained earnings by holding companies, the share capital and appropriations to the general legal reserve to the extent of 20% of share capital may not be distributed.

Reserves from capital contributions

Distributions from the capital contribution reserve are not subject to income taxes in Switzerland and can be effected free of Swiss withholding tax. The confirmation from the Swiss tax authorities that the additions in 2022 (CHF 12 171 386), 2023 (CHF 45 643) and 2024 (CHF 43 267 230) qualify as part of the capital contribution reserve has not yet been received.

Dividend

At the Shareholders’ Meeting on 18 April 2024, the shareholders decided that no dividend will be paid for the financial year 2023.

Capital band

At the Annual General Meeting of Shareholders on 18 April 2023, the Shareholders decided to create a capital band with right to exclude pre-emptive rights according to Art. 5 quarter of the Company’s Articles of Association as follows: The lower limit of the capital band is CHF 45  649 460 and the upper limit is CHF 52 468 540. The Board of Directors is authorized until 12 April 2026 to increase the share capital in one or more steps by a maximum of CHF 6 819 080 by issuing a maximum of 681 908 registered shares with a par value of CHF 10.00 each, but not authorized to reduce the share capital. In the event of an increase of the share capital, the new shares must be fully paid up. The Board of directors shall determine the time of issue of new shares, the issue price, the method of payment, the conditions for the exercise of preferential subscriptions rights and the commencement of the dividend entitlement. The Board of Directors may exclude the shareholders preferential subscription rights in whole or in part if certain conditions are met.

Conditional capital according to Art. 5 bis of the Company’s Articles of Association

At the Annual General Meeting of Shareholders on 12 April 2022, the Shareholders decided to extend the conditional capital according to Art. 5 bis of the Company’s Articles of Association according to the following: The share capital may be conditionally increased by a maximum of CHF 1 200 000 by issuing up to 120 000 fully paid-in registered shares with a nominal value of CHF 10.00 each through the exercise of option rights granted to directors, officers, senior executives and employees of the Company or its subsidiaries, according to plans established by the Board of Directors.

The share capital was increased in the amount of CHF 16 270 with the issuance of 1 627 shares out of conditional capital according to Art. 5 bis until 31 December 2024. The remaining conditional capital according to Art. 5 bis as per 31 December 2024 amounts to CHF 1 183 730 divided into 118 373 shares.

Conditional capital according to Art. 5 ter of the Company’s Articles of Association

At the Extraordinary General Meeting of Shareholders on 16 December 2021, the Shareholders decided to create conditional capital according to Art. 5 ter of the Company’s Articles of Association according to the following: The share capital of the Company may be increased by an additional maximum amount of CHF 13 303 750 by issuing up to 1 330 375 fully paid-in registered shares with a nominal value of CHF 10.00 each through the exercise or compulsory exercise of conversion, exchange, option or similar subscription rights granted to shareholders or third parties, alone or in connection with bonds, loans, options, warrants or other financial market instruments or contractual obligations, subscription or similar share subscription rights, granted to shareholders or third parties, alone or in connection with bonds, loans, options, warrants or other financial market instruments or contractual obligations of the Company or one of its subsidiaries.

The share capital was increased in the amount of CHF 11 537 770 with the issuance of 1 153 777 shares out of conditional capital according to Art. 5 ter until 31 December 2024. The remaining conditional capital according to Art. 5 ter as per 31 December 2024 amounts to CHF 1 765 980 divided into 176 598 shares.

Treasury shares

Financial income

Financial income includes foreign exchange gains of TCHF 2 780 (2023: TCHF 960).

Valuation adjustments on investments

For the financial year ended at 31 December 2024 a valuation adjustment on investments of TCHF 29 278 was recognized (2023: TCHF 0).

Administrative expenses

Administrative expenses include the remuneration to the Board of Directors of TCHF 590 (2023: TCHF 381) and other expenses (costs charged by Cicor Management AG, costs for the annual report, the Annual General Meeting and consulting, investor relations and audit) of TCHF 6 595 (2023: TCHF 3 474) .

3 Other information

Net release of hidden reserves

Hidden reserves in the net amount of TCHF 1 031 were released in 2024 (2023: TCHF 0).

Full-time equivalents

Cicor Technologies Ltd. does not have any employees.

Collateral provided for liabilities of third parties

For a lease contract between Cicorel and a Swiss insurance company, Cicor Technologies Ltd. grants a guarantee in favour of said insurance company in the amount of TCHF 6 396 (2023: TCHF 6 906), which represents the discounted value of future rental payments.

Pledged assets

The shares of the following companies are in deposit with Commerzbank AG and pledged as collateral for the syndicated credit line: Cicorel SA, Electronicparc Holding AG, Reinhardt Microtech AG, Swisstronics Contract Manufacturing AG, Cicor Deutschland GmbH, RHe Microsystems GmbH and Cicor UK Ltd.

Remuneration of Board of Directors and Group Management

Information on the remuneration of the Board of Directors and of the Group Management is disclosed in the Remuneration Report.

Shares or options on shares for members of the Board and employees

2 465 shares with a value of TCHF 127 of Cicor Technologies Ltd were transferred to members of the Board of Directors for remuneration purposes in financial year 2024 (2023: 1 627 shares). The Company does not have any employees.

Significant events after the balance sheet date

There were no events between 31 December 2024 and 5 March 2025 that would necessitate adjustments to the book value of the Company’s assets or liabilities, or that require additional disclosure in the financial statements.