Notes 1–6

1 Principles of Consolidation and Valuation

These consolidated interim financial statements of the Cicor Group as of 30 June 2025 are prepared in accordance with Swiss GAAP FER 31 “Complementary recommendation for listed companies” (GAAP = Generally Accepted Accounting Principles / FER = Fachempfehlungen zur Rechnungslegung). They do not include all of the information and disclosures required for full annual financial statements and should be read in conjunction with the Group’s annual report as at 31 December 2024. Furthermore, the accounting complies with the Swiss company law. The consolidated financial statements of the Group as at and for the year ended 31 December 2024 are available at www.cicor.com or upon request from the Company’s registered office.

These consolidated interim financial statements were approved by the Board of Directors on 22 July 2025.

When preparing the consolidated interim financial statements, Management is required to make estimates and assumptions. Any alterations to these estimates and assumptions are adjusted in the reporting period in which the estimates and assumptions are changed. Income taxes are calculated based on an estimate of the income tax rate expected for the whole year.

2 Definition of Non-GAAP Measures

Cicor uses the below non-GAAP measures in the financial reporting.

EBITDA / EBIT

EBITDA as a subtotal includes EBIT before deduction of depreciation and impairment of tangible assets as well as amortization and impairment of intangible assets. EBIT as a subtotal includes all income and expenses before addition/deduction of financial income, financial expenses and income taxes.

Free Cash Flow before Acquisitions

Free Cash Flow before Acquisitions includes Operating Cash Flow and Investing Cash Flow, excluding cash paid for the acquisition of subsidiaries, net of cash acquired.

Operating net working capital

The Cicor Group uses Operating net working capital as a measure to monitor net working capital. Operating net working capital considers Inventories, Trade receivables and Trade payables, as well as Prepayments from customers and to suppliers.

3 Segment Reporting

Cicor defines its reportable segments based on the internal reporting to its Board of Directors. They base their strategic and operational decisions on these monthly distributed reports, which include the aggregated financial data for the Group and for the divisions. The two divisions, EMS and AS, have been identified as the two reportable segments.

The Electronic Manufacturing Services (EMS) division provides full-cycle electronic solutions from research and development to manufacturing and supply chain management for customers in the healthcare technology, industrial and aerospace and defense sectors, while the Advanced Substrates (AS) division provides its customers with high-quality printed circuit boards as well as thin-film substrates.

For internal reporting and therefore the segment reporting, the applied principles of accounting and valuation are the same as in the consolidated financial statements. Intersegment sales are recognized at arm’s length.

Sales by Region and by Industry

Major Customer

Cicor Group’s biggest customer contributed less than 5% (2024: less than 5%) to the Group’s consolidated sales.

4 Change in Scope of Consolidation

Acquisition of Profectus

Effective 3 January 2025, the Cicor Group acquired 100% of the shares of Profectus GmbH, based in Suhl (Thuringia, Germany). Profectus GmbH is a service provider for the development and manufacturing of electronic modules and systems. Its long-standing customers include medium-sized companies and leading corporations, mainly in the industrial and healthcare technology sectors. The company employs around 90 people. The transaction includes two companies, one operating and one real estate company. They were integrated into the Electronic Manufacturing Services (EMS) Division.

The total consideration amounted to EUR 6.9 million (CHF 6.5 million) and the preliminary purchase price allocation resulted in goodwill of EUR 2.7 million (CHF 2.5 million) which has been offset against equity.

The company was consolidated as of 3 January 2025. Net sales from 1 January to 2 January 2025 amounted to EUR 0.0 million (CHF 0.0 million) and net sales from 3 January to 30 June 2025 amounted to EUR 10.4 million (CHF 9.7 million).

Acquisition of business from French Éolane Group

Effective 22 April 2025, the Cicor Group completed the acquisition of business activities from the French Éolane Group. The acquired business was under judicial administration and the transaction was completed following the court accepting Cicor's public offer, that included the takeover of employees,  production facilities and inventories for two sites in France (Combrée and Angers), the takeover of 100% of the shares of three sites in France (Saint-Agrève, Neuilly-en-Thelle, Douarnenez) and the takeover of 100% of the shares of a production company with two sites in Berrechid, Morocco. The acquired business is among the leading providers in the French Electronic Manufacturing Services (EMS) market, with a strong position in strategic sectors such as aerospace and defence, railway and nuclear technology and adds around 890 employees. The five manufacturing sites in France and the two sites in Morocco were integrated into the Electronic Manufacturing Services (EMS) Division.

The total consideration amounted to EUR 11.1 million (CHF 10.4 million) and the preliminary purchase price allocation resulted in a negative goodwill of EUR -13.8 million (CHF -12.9 million) which has been offset against equity. Due to the complexity involved in acquiring a business under judicial administration, the purchase price allocation remains provisional with regard to the acquired assets and assumed liabilities.

The acquired Éolane business was consolidated as of 22 April 2025. Net Sales from 1 January to 21 April 2025 amounted to EUR 36.4 million (CHF 34.2 million) and net sales from 22 April to 30 June 2025 amounted to EUR 23.1 million (CHF 21.7 million).

Acquisition of business from Mercury Electronics

Effective 2 June 2025, Cicor Group completed the acquisition of a manufacturing site in Plan-les-Ouates, Geneva, Switzerland, from Mercury Mission Systems International S. A. (Mercury) as part of an asset deal. The transaction is part of a strategic collaboration with Mercury, under which it was agreed that Mercury will transfer part of its European electronic manufacturing to Cicor and that the production in Plan-les-Ouates, which comprises 34 employees, will be relocated to the Cicor sites in Bronschhofen (Switzerland) and Newport (UK) within the next 18 months. A restructuring provision for the closing of the production in Plan-les-Ouates in the amount of CHF 1.6 million was included as part of the transaction. The acquired business was integrated into the Electronic Manufacturing Services (EMS) Division.

The total consideration amounted to CHF 6.2 million and the preliminary purchase price allocation resulted in a goodwill of CHF 1.7 million which has been offset against equity.

Net sales from 1 January to 1 June 2025 amounted to CHF 5.1 million and net sales from 2 June to 30 June 2025 amounted to CHF 2.2 million.

Preliminary financial information on the transactions as per the acquisition date is disclosed in below table.

Adjustments of prior year acquisitions

A contingent deferred purchase consideration from the acquisition of Evolution Medtec Srl (Bucharest, Romania), closed as per 28 February 2024, is no longer expected to become due. The liability of TEUR 200 (TCHF 191) was derecognized and goodwill was adjusted by the same amount.

5 Equity

Share capital

The ordinary share capital was increased by 99 910 ordinary shares with a par value of CHF 10.00 each out of conditional capital according to Art. 5 ter of the Company's Articles of Association in the period under review. The increase was caused by the conversion of Mandatory Convertible Notes (MCNs) with a nominal value of CHF 4.7 million.

The ordinary share capital as of 30 June 2025 consisted of 4 664 856 registered shares with a par value of CHF 10.00 each (31 December 2024: 4 564 946 registered shares with a par value of CHF 10.00 each).

Capital band

At the Annual General Meeting of Shareholders on 17 April 2025, the Shareholders decided to amend the capital band according to Art. 5 quater 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 54 779 350. The Board of Directors is authorized until 17 April 2028 to increase the share capital in one or more steps by a maximum of CHF 9 129 890 by issuing a maximum of 912 989 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 may exclude the Shareholders' preferential subscription rights in specific cases. In case the subscription price is paid in cash, this right is limited to the issuance of 456 494 shares.

Mandatory convertible note

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 30 June 2025, MCNs with a nominal value of CHF 59.6 million were converted into 1 253 687 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.

6 Subsequent Events

There were no events between 30 June 2025 and 22 July 2025 that would require an adjustment to the carrying amounts of assets and liabilities or need to be disclosed under this heading.