Prospectus.Pdf

Prospectus for the public offering

8,750,000 bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each from the holdings of the shareholder of the Company

and of

1,312,500 bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each from the holdings of the shareholder of the Company to cover a potential over-allotment

and at the same time

for the admission to trading on the regulated market segment (regulierter Markt)ofthe Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange

25,000 thousand bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each and each such share with full dividend rights for the fiscal year ending December 31, 2015 and for all subsequent fiscal years

EDAG Engineering Group AG

Arbon, Switzerland

Price Range: €19.00 – €24.00

International Securities Identification Number (ISIN): CH0303692047

German Securities Code (Wertpapier-Kenn-Nummer, WKN): A143NB

Common Code: 132198357

Trading Symbol: ED4

Joint Global Coordinators and Joint Bookrunners

Morgan Stanley Deutsche Bank

Co-Lead Managers

COMMERZBANK M.M. Warburg & CO

The date of this prospectus is November 20, 2015. TABLE OF CONTENTS

PAGE SUMMARY OF THE PROSPECTUS ...... 1 Section A – Introduction and Warnings ...... 1 Section B – Issuer ...... 1 Section C – Securities ...... 20 Section D – Risks ...... 21 Section E – Offer ...... 24 ZUSAMMENFASSUNG DES PROSPEKTS ...... 32 Abschnitt A – Einleitung und Warnhinweise ...... 32 Abschnitt B – Emittent ...... 33 Abschnitt C – Wertpapiere ...... 53 Abschnitt D – Risiken ...... 54 Abschnitt E – Angebot ...... 57 A. RISK FACTORS ...... 67 I. Risks Related To Our Business ...... 67 II. Regulatory and Legal Risks ...... 83 III. Risks Related To Our Shares And The Offering ...... 91 B. GENERAL INFORMATION ...... 98 I. Responsibility Statement ...... 98 II. Purpose of this Prospectus ...... 98 III. Forward-looking Statements ...... 98 IV. Sources of Market Data ...... 99 V. Documents Available for Inspection ...... 101 VI. Currency Presentation and Presentation of Figures ...... 101 VII. Enforcement of Civil Liabilities ...... 102 VIII. Presentation of Financial Information ...... 102 C. THE OFFERING ...... 104 I. Subject Matter of the Offering ...... 104 II. Price Range, Offer Period, Offer Price and Allotment ...... 105 III. Expected Timetable for the Offering ...... 106 IV. Information on the Shares ...... 107 V. Notices ...... 108 VI. Foreign Investment and Exchange Control Regulations in Switzerland ...... 108 VII. ISIN/WKN/Common Code/Ticker Symbol ...... 109 VIII. Transferability of the Shares, Lock-up ...... 109 IX. Information on The Existing Shareholder ...... 109 X. Allotment Criteria ...... 109 XI. Preferential Allocation ...... 109 XII. Stabilization Measures, Over-Allotments and Greenshoe Option ...... 110 XIII. Lock-up Agreement, Limitations on Disposal ...... 110 XIV. Admission to the Frankfurt Stock Exchange and Commencement of Trading ...... 112 XV. Designated Sponsors ...... 112 XVI. Interests of Parties Participating in the Offering ...... 112 D. PROCEEDS OF THE OFFERING AND COSTS OF THE OFFERING AND LISTING ...... 114 E. REASONS FOR THE OFFERING AND LISTING AND USE OF PROCEEDS ...... 115 F. DIVIDEND POLICY; RESULTS AND DIVIDENDS PER SHARE; USE OF PROFITS ...... 116 I. General Provisions Relating to Profit Allocation and Dividend Payments .... 116 II. Dividend Policy and Earnings per Share ...... 117 G. CAPITALIZATION AND INDEBTEDNESS; STATEMENT ON WORKING CAPITAL ...... 119 I. Capitalization ...... 119 II. Indebtedness ...... 120 III. Statement on Working Capital ...... 121 IV. Statement Regarding Significant Changes ...... 121

-i- PAGE H. DILUTION ...... 122 I. SELECTED FINANCIAL AND OTHER INFORMATION ...... 123 I. Selected Data from the Consolidated/Combined Statement of Comprehensive Income ...... 126 II. Selected Data from the Consolidated/Combined Statement of Financial Position ...... 129 III. Selected Data from the Consolidated/Combined Statement of Cash Flow . . . 131 IV. Selected Segmental Data ...... 134 V. Selected Key and Other Performance Indicators ...... 137 J. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...... 145 I. Overview ...... 146 II. Factors affecting results of operations ...... 148 III. Comparability of our results of operations as a result of the complex financial history of the Group ...... 155 IV. Discussion of key and other performance indicators ...... 157 V. Description of key line items from the Consolidated/Combined Statement of Comprehensive Income ...... 164 VI. Results of operations ...... 165 VII. Selected data from the consolidated/combined statement of financial position ...... 182 VIII. Liquidity and capital resources ...... 187 IX. Off-balance sheet arrangements ...... 197 X. Qualitative and quantitative disclosure about market risk ...... 199 XI. Critical accounting policies ...... 201 XII. Information from the audited opening statement of financial position as of November 2, 2015 ...... 207 K. MARKETS AND COMPETITION ...... 208 I. Overview ...... 208 II. The Characteristics of the Automotive Industry and its Effects on the ESP Market, in Particular with Regard to Germany ...... 208 III. Key Benefits of Engaging Engineering Service Providers ...... 211 IV. Global Megatrends Driving R&D Activities and the Demand for Engineering Services ...... 211 V. The Development of the Automotive ESP Market ...... 215 VI. Competitive Environment ...... 217 L. BUSINESS ...... 219 I. Overview of Our Business ...... 219 II. History and Key Milestones ...... 221 III. Our Key Competitive Strengths ...... 222 IV. Our Strategy ...... 225 V. Our Offering and Operations ...... 228 VI. Customers ...... 238 VII. Competence Centers ...... 240 VIII. Marketing and Sales Activities ...... 241 IX. Employees ...... 242 X. Real Property Owned and Leased ...... 244 XI. Intellectual Property ...... 245 XII. Material Contracts ...... 245 XIII. Legal and Arbitration Proceedings ...... 250 XIV. Insurance ...... 251

-ii- PAGE M. SHAREHOLDER INFORMATION ...... 252 I. Current Shareholder ...... 252 II. Controlling Interest ...... 252 N. GENERAL INFORMATION ON THE COMPANY AND THE GROUP ...... 253 I. Formation and Incorporation ...... 253 II. Commercial Name and Registered Office ...... 253 III. Fiscal Year and Duration ...... 253 IV. Corporate Purpose ...... 253 V. Group Structure ...... 253 VI. Significant Subsidiaries ...... 254 VII. Auditors ...... 255 VIII. Announcements, Paying Agent ...... 255 O. DESCRIPTION OF THE COMPANY’S SHARE CAPITAL AND APPLICABLE REGULATIONS ...... 256 I. Provisions Relating to the Share Capital of the Company ...... 256 II. Repurchase of Own Shares ...... 257 III. General Provisions Governing a Liquidation of the Company ...... 257 IV. General Provisions Governing a Change in the Share Capital ...... 257 V. General Provisions Governing Subscription Rights ...... 258 VI. Exclusion of Minority Shareholders (Squeeze-out Merger) ...... 258 VII. Shareholder Notification Requirements; Directors’ Dealings ...... 259 P. CORPORATE BODIES ...... 262 I. Overview ...... 262 II. Board of Directors ...... 262 III. Group Executive Management ...... 268 IV. Remuneration And Other Benefits of the Board of Directors and the Group Executive Management ...... 269 V. Certain Information Regarding the Members of the Board of Directors and the Group Executive Management ...... 275 VI. Shareholders’ Meeting ...... 275 VII. Auditors ...... 277 VIII. Independent Proxy ...... 277 IX. Corporate Governance ...... 277 Q. CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS ...... 280 I. General ...... 280 II. Relationship with Members of the Board of Directors ...... 282 III. Relationship with Members of the Executive Management ...... 283 IV. Other Related Party Transactions ...... 283 R. UNDERWRITING ...... 286 I. General ...... 286 II. Underwriting Agreement ...... 286 III. Commissions ...... 287 IV. Termination/Indemnification ...... 287 V. Selling Restrictions ...... 288 S. TAXATION IN GERMANY ...... 290 I. Taxation of Shareholders ...... 290 II. Inheritance or Gift Tax ...... 295 III. Other Taxes ...... 296 T. TAXATION IN LUXEMBOURG ...... 297 I. Withholding Taxes ...... 297 II. Income Tax ...... 297 III. Net Wealth Tax ...... 299 IV. Other Taxes ...... 299

-iii- PAGE U. TAXATION IN SWITZERLAND ...... 300 I. Swiss Withholding Tax on Dividends ...... 300 II. Swiss Income Tax on Dividends ...... 301 III. Swiss Income Tax on Capital Gains ...... 302 IV. Corporate Tax Reform III (Unternehmenssteuerreform III) ...... 302 V. Swiss Wealth Tax and Capital Tax ...... 303 VI. Swiss Federal Stamp Duties ...... 303 V. FINANCIAL INFORMATION ...... F-1 W. GLOSSARY ...... G-1 X. RECENT DEVELOPMENTS AND OUTLOOK ...... O-1 I. Recent Developments ...... O-1 II. Outlook ...... O-2 Y. SIGNATURE PAGE ...... S-1

-iv- SUMMARY OF THE PROSPECTUS

Summaries are made up of disclosure requirements known as elements (“Elements”). These Elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In such cases, the summary includes a short description of the Element with the words “not applicable”.

SECTION A–INTRODUCTION AND WARNINGS A.1 Warnings. This summary should be read as an introduction to this prospectus. The investor should base any decision to invest in the securities at hand on the review of this prospectus as a whole. In case a claim relating to the information contained in this prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States of the European Economic Area (the “EEA”), have to bear the costs of translating this prospectus before the legal proceedings are initiated. Those persons who have assumed responsibility for the summary including any translations thereof, or who have caused its publication (von denen der Erlass ausgeht), can be held liable but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this prospectus or if it does not provide, when read together with the other parts of this prospectus, all necessary key information. EDAG Engineering Group AG, Arbon, Switzerland (the “Company”), together with Morgan Stanley & Co. International plc (“Morgan Stanley”) and Deutsche Bank Aktiengesellschaft (“Deutsche Bank”, and together with Morgan Stanley the “Joint Global Coordinators” and “Joint Bookrunners”), COMMERZBANK Aktiengesellschaft (“COMMERZBANK”) and M.M. Warburg & CO (AG & Co.) KGaA (“M.M. Warburg & CO”, and together with COMMERZBANK, the “Co-Lead Managers”), and together with the Joint Global Coordinators, the “Underwriters”), have assumed responsibility for the content of this summary and its German translation pursuant to Section 5 para. 2b No. 4 of the German Securities Prospectus Act (Wertpapierprospektgesetz). A.2 Information Not applicable. Consent by the Company to the use of this regarding the prospectus for a subsequent resale or final placement of the subsequent use of Company’s shares by financial intermediaries has not been the prospectus. granted.

SECTION B–ISSUER B.1 Legal and The Company’s legal name is EDAG Engineering Group AG. The commercial name. Group (as defined below in B.3) primarily operates under the commercial name “EDAG”.

1 B.2 Domicile, legal The Company has its registered seat in Arbon and its business address form, legislation at Schlossgasse 2, 9320 Arbon, Switzerland, and is registered with the under which the commercial register (Handelsregister) of the canton of Thurgau (the issuer operates, “Commercial Register”), under number CHE-294.533.486. The country of Company is a Swiss stock corporation (Aktiengesellschaft) incorporation. incorporated in Switzerland and governed by Swiss law. B.3 Current operations The Company was incorporated by its sole shareholder, ATON and principal GmbH, Munich, Germany (the “Selling Shareholder”) on business activities November 2, 2015 by way of a capital contribution in cash in the and principal aggregate amount of CHF 1,000 thousand against issuance of markets in which 25,000 thousand bearer shares with a nominal value of CHF 0.04 the issuer each. Since its incorporation, the Company has not conducted any competes. business, acquired any assets or incurred any liabilities other than as directly related to its incorporation and the Offering (as defined below in E.3). Concurrently with the determination of the Offer Price (as defined below in E.3), the Selling Shareholder will contribute all of the shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of contribution into the capital reserves of the Company without issuance of new shares or any other compensation by the Company (the “Contribution”). EDAG Engineering Schweiz Sub-Holding AG was incorporated on September 14, 2015 and indirectly, through EDAG Engineering Holding GmbH, a German intermediate holding company, holds all of the shares in EDAG Engineering GmbH. EDAG Engineering GmbH conducts, directly and indirectly, through its subsidiaries the operating business described in this prospectus. By means of the Contribution, the Company will, thus, acquire this business. Accordingly, as of the date of this prospectus, the Company is not the owner of this business and will only acquire such business concurrently with the determination of the Offer Price (as defined below in E.3). No shares in the Company will be sold or delivered to investors pursuant to the Offering unless the Contribution has taken effect. Therefore, the Group (as defined below) is presented in this prospectus as if the Contribution had already occurred, unless otherwise indicated. As a consequence, references in this prospectus to “the Company and its subsidiaries”, “we”, “us”, “our”, “our Group”, “the Group”or“EDAG” refer to the Company together with EDAG Engineering Schweiz Sub-Holding AG and its consolidated subsidiaries as it will exist upon consummation of the Contribution. The Contribution will occur concurrently with the determination of the Offer Price (as defined below in E.3) and before any Offer Shares (as defined below in E.3) are delivered to investors participating in the Offering (as defined below in E.3). Where we present historical financial and business information in this prospectus for the fiscal years ended December 31, 2014, 2013 and 2012 as well as for the nine-month periods ended September 30, 2015 and 2014 “we”, “us”, “our”, “our Group”, “the Group”or “EDAG” refers to, as applicable, (a) EDAG Engineering Schweiz Sub-Holding AG and its consolidated subsidiaries for consolidated financial information as of and for the nine-month period ended September 30, 2015 or (b) EDAG Engineering GmbH and its consolidated subsidiaries for consolidated/combined financial information as of and for the fiscal years ended December 31, 2014, 2013 and 2012 as well as for the nine-month period ended September 30, 2014. We are one of the world’s largest independent engineering service providers (“ESP”) in the automotive industry in terms of revenues and headcount (source: A.T. Kearney GmbH: Market assessment Engineering Service Provider Automotive 2020, July 2015 (“A.T. Kearney Report”)). Independence in this context

2 means that no original equipment manufacturer (“OEM”) or supplier holds any majority or significant minority shareholding in an ESP. We specialize in the development of automotive components and modules, derivative car models (“derivatives”), including, in individual cases, entire cars, as well as production facilities. We have strong and long-standing relationships with all major German OEMs in the passenger car and commercial vehicle industries with particular focus on German premium OEMs. Furthermore, we have successfully developed other reputable automotive OEMs as customers in markets outside Germany, particularly in Europe. To complement our offering, we also work for systems suppliers in the automotive industry. In order to meet our customers’ demands we follow their international footprint and offer our services globally. Through our global network of 57 locations, located in close proximity to our customers at important automotive hubs, we ensure that the expertise of the entire Group is available to our customers on a local basis. Particularly in Germany, we have a dense network of facilities in the vicinity of our key customers. While we have generated 78% of our revenues and on average employed approximately 77% of our total workforce in the fiscal year ended December 31, 2014 in Germany, our international footprint is set up strategically and quality-driven. Our facilities in low-cost countries mainly carry out intercompany contracts and enable us to offer best-cost services, while other international facilities, for instance in China, provide our complete portfolio of high-end solutions to German OEMs and local automotive manufacturers that are engaged in joint ventures with German and other Western OEMs. We offer complete vehicle competence across the entire product value chain and vehicle life cycle. Our comprehensive portfolio of services ranges from design to product development, modelling, gauge construction, building of prototypes and testing to the development of turnkey production systems. We believe that we deliver particular value to our customers given our complementary production solutions business, which enables us to assist our customers not only in the development but also the subsequent production of vehicles. Due to our complete vehicle competence, we believe we have become a premium ESP in the automotive industry and are able to benefit from our relationships across different products and divisions of our customers. Our special know-how is the guidance and support of customers from the initial idea to the finished prototype and ultimately the production. These complete vehicle development capabilities form part of our business strategy and are key to our success. On demand from our customers, we are present throughout the entire life cycle of a product and accompany our customers from research and advanced development, to concept and design to series development and finally supervision of series production. In addition to vehicle engineering services, we carry out many complimentary tasks along the development chain such as project management, quality management, supply chain management or the documentation of entire projects. Furthermore, our “production-optimized solutions” are developed to ensure the feasibility of the production process for particular products and designs.

3 Feynsinn, our consultancy service, provides all-round customer support from the concept phase to the implementation process and offers advice on processes, methods and tools to optimize development and production sequences. Feynsinn also provides implementation services and training. In meeting customer demand, we put a particular emphasis on current key trends and technologies in the automotive industry such as innovation for CO2 reduction, lightweight design, e-mobility and car IT(1). In order to meet our customers’ expectations and to contribute to automotive development, we constantly adapt our portfolio of services to changing customer needs and varying market conditions. Our subsidiary BFFT Gesellschaft für Fahrzeugtechnik mbH (“BFFT”), for example, has specialized technical knowledge in the field of electrical and electronic development, which is key for the development of applications such as driver assistance and safety systems, in-car entertainment and car connectivity. BFFT also provides support for our customers in the fields of hardware and software development and alternative drive technologies. In addition, we maintain a number of electronics laboratories and testing facilities, most importantly our accredited testing center in Fulda. While the high level of expertise and years of experience of our engineers enable us, as we believe, to deliver premium services in each individual area of the services we offer, we additionally founded our Competence Centers “Lightweight Construction”, “E-Mobility”, “Car-IT” and “New Production Technology”. These Competence Centers concentrate the combined special knowledge of our experts in different fields and help further develop and retain such special knowledge. With an average workforce of 7,714 employees (including trainees but excluding employees from discontinued operations) in the nine- month period ended September 30, 2015 (nine-month period ended September 30, 2014: 7,450), we believe we have reached a scale that allows us to continue to succeed and grow as a sought-after ESP for German OEMs. In particular, we believe that our ability to handle large-scale projects and to offer the delivery of projects in the form of work packages instead of employee leasing arrangements, a service which an increasing number of our customers requests, gives us a competitive advantage, while our scale also offers us the flexibility and resources to handle large and complex projects. The Group’s operations are divided into our three core segments: Vehicle Engineering, Electrics/Electronics (“E/E”) and Production Solutions. In the nine-month period ended September 30, 2015, we recorded sales revenues and changes in inventories of €534.0 million (in the nine-month period ended September 30, 2014: €506.3 million). In the fiscal year ended December 31, 2014, we recorded sales revenues and changes in inventories of €689.7 million (in the fiscal year ended December 31, 2013: €632.4 million, in the fiscal year ended December 31, 2012: €415.2 million). On a segment level, sales revenues with third parties (i.e. revenues with entities that are

(1) Lu¨ nendonk: Lu¨ nendonk®-Sonderanalyse 2014. Exklusive Auszu¨geder Lu¨ nendonk®-Studie, Fu¨ hrende Anbieter von Technologie-Beratung und Engineering Services in Deutschland, Eine unabha¨ ngige Marktanalyse der Lu¨ nendonk GmbH in fachlicher Zusammenarbeit mit ALTEN GmbH, Altran GmbH & Co. KG, AVENTON GmbH und Randstad Professionals GmbH & Co. KG, November 2014 (“Lu¨ nendonk analysis 2014”).

4 not part of the EDAG Group) in our Vehicle Engineering segment amounted to €334.3 million in the nine-month period ended September 30, 2015 and to €307.2 million in the nine-month period ended September 30, 2014 (in the fiscal year ended December 31, 2014: €410.0 million, in the fiscal year ended December 31, 2013: €387.4 million, in the fiscal year ended December 31, 2012: €252.3 million). Sales revenues with third parties in our Production Solutions segment amounted to €82.6 million in the nine-month period ended September 30, 2015 and to €72.4 million in the nine-month period ended September 30, 2014 (in the fiscal year ended December 31, 2014: €100.8 million, in the fiscal year ended December 31, 2013: €75.4 million, in the fiscal year ended December 31, 2012: €67.7 million). Sales revenues with third parties in our E/E segment amounted to €117.4 million in the nine-month ended September 30, 2015 and to €85.6 million in the nine-month period ended September 30, 2014 (in the fiscal year ended December 31, 2014: €123.7 million, in the fiscal year ended December 31, 2013: €97.8 million, in the fiscal year ended December 31, 2012: €37.5 million). The financial information shown above is taken from (i) the audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, which includes corresponding figures for the fiscal years ended December 31, 2013 and December 31, 2012, of EDAG Engineering GmbH and (ii) the unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG with the corresponding unaudited interim financial information for the nine-month period ended September 30, 2014 on the level of EDAG Engineering GmbH. Our Competitive Strengths Š We are active in the growth market for automotive engineering services and we believe we are well-positioned to grow above market average. Š We are one of the largest independent ESPs worldwide (source: A.T. Kearney Report) and we believe we have the scale needed to operate successfully in a market which favors size and experience. Š We believe we are a partner of choice for the automotive industry and have a blue chip customer base with a focus on German OEMs. Š We believe we stand for leading technology and innovation based on German engineering excellence and have capabilities across the entire vehicle value chain. Š We have a highly skilled engineering workforce, an experienced management and offer in-house development opportunities. Š We have a solid financial profile based on strong revenue growth and attractive financial returns.

5 Our Strategy Š Further improving our productivity Š Focusing on innovation Š Fostering our attractiveness as an employer Š Further strengthening our market position Š Further increasing profitability Š Maintaining operating flexibility B.4a Most significant We believe that the development of the automotive ESP market recent trends is positively influenced by global megatrends driving research affecting the and development (“R&D”) needs at the OEM and supplier level, issuer and the and thus in turn demand for engineering services. These trends industry in which can be summarized in industry specific and ESP market specific it operates. trends. Industry specific trends include: Š the necessity for OEMs to offer a greater variety of models as well as more options to individualize models; Š rapid advancements in technology as well as increasingly comprehensive vehicle configuration and upgrade options; Š the emergence of e-mobility, including hybrid electric vehicles, and other environmentally-friendly technologies aimed at lower fuel consumption and a reduction of CO2 emissions; Š a continuous increase in the electronic complexity of cars (connectivity and autonomous driving); Š new mobility concepts (car sharing) and market entrants; and Š smart production planning (Industry 4.0). ESP market specific trends include: Š a consolidation trend over the past few years, due to OEMs’ requests for large-scale project capabilities and full vehicle competence as they outsource engineering projects to ESPs; Š OEMs focusing on their core competence, while outsourcing development tasks that are increasingly complex but not regarded as strategic; Š in Germany, current discussions around legislation on outsourcing of personnel aim to address and define the rules that differentiate between genuine work package agreements (“Werkverträge”) and activities qualifying as “employee leasing” (“Arbeitnehmerüberlassung”).

6 B.5 Description of the As of the date of this prospectus, the Company has no subsidiaries Group and the and conducts no operative business. Upon consummation of the issuer’s position Contribution, the Company will become the parent company of within the Group. the Group. The Group’s business is conducted by EDAG Engineering GmbH, which will be an indirect subsidiary of the Company upon consummation of the Contribution, and its direct and indirect subsidiaries.

The following diagram provides a simplified overview of the Group structure and the Company’s significant subsidiaries, assuming consummation of the Contribution:

EDAG Engineering Group AG

100%

EDAG Engineering Schweiz Sub-Holding AG

100%

EDAG Engineering Holding GmbH

100%

EDAG Engineering GmbH

100% (directly or indirectly)

EDAG Production BFFT Gesellschaft für EDAG do Brasil, Ltda. Solutions GmbH & Co. Rücker Lypsa, S.L. Fahrzeugtechnik KG mbH

B.6 Persons who, As of the date of this prospectus, the following persons, directly directly or or indirectly, have a notifiable interest in the Company’s capital indirectly, have a andvotingrights: (notifiable) Beneficial (Indirect) interest in the Ownership of the issuer’s capital and Company, in % voting rights. Shareholding (immediately Direct prior to the Ultimate Shareholder Shareholder(s) offering) Dr. Lutz Mario Helmig1 ...... ATON GmbH. . . 100.00 Total ...... 100.00

1) The voting rights held by ATON GmbH are attributed to Dr. Lutz Mario Helmig pursuant to § 22 paragraph 1 German Securities Trading Act (Wertpapierhandelsgesetz). Voting rights. Each Company’s share carries one vote at the Company’s shareholders’ meeting. There are no restrictions on voting rights. All shares have identical voting rights. Direct or indirect As of the date of this prospectus, the Company is directly control over the controlled by the Selling Shareholder, ATON GmbH, which holds issuer and nature an interest of 100% in the Company and, resulting therefrom, has of such control. the power to govern the financial and operating policies of the

7 Company. The Selling Shareholder is controlled by Dr. Lutz Mario Helmig. Upon completion of the Offering (as defined below in E.3), the Selling Shareholder together with HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, which might acquire Offer Shares (as defined below under E.3) in connection with this Offering on a non- preferential basis (see below under E.4), will hold at least 59.75% of the Company’s share capital. The Selling Shareholder has entered into an agreement with the Company in which the Selling Shareholder has undertaken, for a period starting on the first day of trading of the shares of the Company on the Frankfurt Stock Exchange (currently expected to take place on December 2, 2015) and ending on the day of the second ordinary shareholders’ meeting of the Company after the first day of trading, however, at least for a period of 19 months after the first day of trading and with respect to such number of shares of the Company directly or indirectly held by the Selling Shareholder upon completion of the Offering (as defined below in E.3) Š to exercise its voting rights in ordinary shareholders’ meetings of the Company only with regard to half of the persons that are eligible as members for the board of directors of the Company ( the “Board of Directors”); Š to exercise its voting rights in extraordinary shareholders’ meetings of the Company regarding the election of additional members of the Board of Directors only in so far as and to the extent that, in case of election of such person, the overall number of members of the Board of Directors that were elected with the voting rights of the Selling Shareholders does not constitute the majority;

Š not to exercise its voting rights in extraordinary shareholders’ meetings of the Company, in which the removal of a member of the Board of Directors shall be decided, in so far as in case of the removal of such person the majority of the members of the Board of Directors would have been elected with the voting rights of the Selling Shareholder. However, in case of an extraordinary shareholders’ meeting of the Company held before the first ordinary shareholders’ meeting after the first day of trading, the Selling Shareholder would, at any rate, exercise its voting rights only with regard to a removal of Thomas Eichelmann or Sylvia Schwing (or their successors); and Š to vote, in ordinary or extraordinary shareholders’ meetings, against the removal of the provision in the Articles of Association according to which the Chairman of the Board of Directors has no casting vote. Furthermore, the Selling Shareholder agreed to procure that any persons that have control over the Selling Shareholder and own shares in the Company, will only exercise their voting rights with regard to shares of the Company in accordance with the above provisions. To the extent HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, will acquire any Offer Shares (as defined below under E.3) in connection with the Offering on a non-preferential basis (as defined below under E.3 and also see

8 below under E.4), HORUS Vermo¨ gensverwaltungs GbR will enter into a voting rights agreement with the Company substantially identical with the agreement entered into by the Company and the Selling Shareholder as described above. B.7 Selected key We have a complex financial history, which may limit the historical financial comparability of the financial information contained in this information. prospectus.

The Company was incorporated on November 2, 2015. Since the Company, as of the date of this prospectus, has not conducted any business, acquired any assets or incurred any liabilities other than as directly related to its incorporation and the Offering (as defined below in E.3), we do not present any financial information of the Company in this prospectus except for its audited opening statement of financial position as of November 2, 2015. The financial information contained in the following tables is taken from (i) the audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, which includes corresponding figures for the fiscal years ended December 31, 2013 and December 31, 2012, of EDAG Engineering GmbH and (ii) the unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG with the corresponding unaudited interim financial information for the nine-month period ended September 30, 2014 on the level of EDAG Engineering GmbH. The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) and the unaudited condensed consolidated interim financial statements have been prepared in accordance with IFRS on interim financial reporting (IAS 34). PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, office Hanover, Germany (“PwC Germany”), has audited the consolidated financial statements of EDAG Engineering GmbH as of and for the fiscal year ended December 31, 2014, which include the corresponding figures for the fiscal year ended December 31, 2013, the opening statement of financial position as of January 1, 2013 and, on a combined basis, the corresponding figures as of and for the fiscal year ended December 31, 2012 and issued an unqualified auditor’s report (uneingeschränkter Bestätigungsvermerk) on these consolidated financial statements as of December 31, 2014. The aforementioned audited consolidated financial statements and the auditor’s report thereon are included in the financial section of this prospectus. Our historical results are not necessarily indicative of the results that should be expected in the future and our interim results are not necessarily indicative of the results that should be expected for the full year of the period. On September 14, 2015 EDAG Engineering Schweiz Sub-Holding AG was incorporated by contribution in kind of all outstanding shares in EDAG Engineering Holding GmbH, the German intermediate holding company which holds all of the shares in EDAG Engineering GmbH. Concurrently with the determination of the Offer Price (as defined below in E.3), the Selling Shareholder will contribute all shares in EDAG Engineering

9 Schweiz Sub-Holding AG to the Company by way of the Contribution. Following such Contribution, the Company will therefore directly hold all shares in EDAG Engineering Schweiz Sub-Holding AG and will indirectly hold, through EDAG Engineering Schweiz Sub-Holding AG and EDAG Engineering Holding GmbH, all shares in EDAG Engineering GmbH. The Group’s business is conducted by EDAG Engineering GmbH, which will be an indirect subsidiary of the Company upon consummation of the Contribution, and its direct and indirect subsidiaries. Unless otherwise indicated, all historical consolidated/combined financial information included in this prospectus are either of EDAG Engineering Schweiz Sub-Holding AG or EDAG Engineering GmbH. Between September 14, 2015, the incorporation date of EDAG Engineering Schweiz Sub-Holding AG, and September 30, 2015, EDAG Engineering GmbH and EDAG Engineering Holding GmbH have entered into certain transactions (in particular the assumption of a loan liability of EDAG Engineering GmbH in an amount of €107.3 million by EDAG Engineering Holding GmbH as of September 30, 2015), the effects of which would adversely affect the comparability between unaudited consolidated interim financial information for the nine-month period ended September 30, 2015 prepared on the level of EDAG Engineering GmbH and the audited consolidated and combined financial information included in this prospectus for the fiscal years ended December 31, 2012, 2013 and 2014 prepared on the level of EDAG Engineering GmbH. In order to provide investors with more comparable financial information for these periods, we present the unaudited consolidated interim financial information as of and for the nine-month period ended September 30, 2015 on the level of EDAG Engineering Schweiz Sub-Holding AG with the corresponding unaudited interim financial information for the nine-month period ended September 30, 2014 on the level of EDAG Engineering GmbH. Furthermore, EDAG Engineering GmbH was established in April 2012 and acquired by the Selling Shareholder in July 2012. Until January 1, 2014, EDAG Engineering GmbH and EDAG GmbH & Co. KGaA (which was the former parent entity of the EDAG Group) were sister companies under the Selling Shareholder. With effect from January 1, 2014, EDAG GmbH & Co. KGaA was merged into EDAG Engineering GmbH by way of a mixed non-cash contribution agreement against the assumption of certain liabilities. As a result, 2014 is the first fiscal year for which we were able to prepare consolidated financial statements for EDAG Engineering GmbH and all of its current subsidiaries. The audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 of EDAG Engineering GmbH contain the corresponding period ended December 31, 2013. However, for the fiscal year ended December 31, 2012, the corresponding figures are shown on a combined basis and therefore have limited comparability. In addition, we have executed several material acquisitions and disposals since 2012, which may further limit the comparability of the financial information as presented

10 in the audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 contained in this prospectus. On September 24, 2012, EDAG Engineering GmbH acquired a majority of the shares of Rücker AG, a technological design engineering company focusing (at that time) on the international automotive, aircraft and aerospace industries. For the purposes of the audited combined financial information for the fiscal year ended December 31, 2012, the Rücker Group was first included in the group of combined entities with effect for accounting purposes from October 1, 2012. On January 18, 2013, EDAG Engineering GmbH acquired the BFFT Group, a manufacture- independent engineering service provider for the automotive industry. For the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2013, the BFFT Group was first included in the group of consolidated entities with effect for accounting purposes from January 1, 2013. We disposed of several subsidiaries, including the Group’s aerospace subsidiaries which were acquired as part of the Rücker Group and had been included in the group of combined entities with effect for accounting purposes from October 1, 2012 within the Others segment, these subsidiaries were classified as a disposal group in accordance with IFRS 5 for the fiscal year ended December 31, 2013. As a result, these subsidiaries’ results were included in our audited consolidated statement of comprehensive income for the fiscal year ended December 31, 2013 and their assets and liabilities were presented as assets held for sale in our audited consolidated statement of financial position as of December 31, 2013. These subsidiaries’ results for the three- month period ended March 31, 2014 were included in our audited consolidated statement of comprehensive income for the fiscal year ended December 31, 2014. With effect from March 31, 2014, the Group disposed of its shares in these aerospace subsidiaries, following which these subsidiaries ceased to be included in the consolidated group of entities for the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2014. As a result, these subsidiaries’ assets and liabilities were not included in the audited consolidated statement of financial position as of December 31, 2014. In addition, we sold EKS InTec GmbH on May 31, 2014, following which this subsidiary ceased to be included in the consolidated group of entities for the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2014. Because of these effects, the financial information as presented in our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 may not be fully comparable and investors should take into consideration the material differences resulting from the factors discussed above.

11 SELECTED DATA The following table shows selected financial information taken or TAKEN OR DERIVED derived from the unaudited condensed consolidated interim statements of comprehensive income of EDAG Engineering FROM THE Schweiz Sub-Holding AG for the nine-month periods ended CONSOLIDATED/ September 30, 2015 and September 30, 2014 as well as from the COMBINED audited consolidated statements of comprehensive income for the STATEMENT OF fiscal years ended December 31, 2014 and December 31, 2013 and COMPREHENSIVE the audited combined statement of comprehensive income for the INCOME fiscal year ended December 31, 2012 of EDAG Engineering GmbH: For the nine-month period ended September 30, For the year ended December 31,

2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (audited (audited unless otherwise unless otherwise (in € thousand) (unaudited, consolidated) indicated, consolidated) indicated, combined)

PROFIT OR LOSS Continuing operations Sales revenues and changes in inventories ...... 534,035 506,286 689,748 632,412 415,181 Sales revenues ...... 534,375 513,954 697,458 620,127 415,836 655מ 12,285 7,710מ 7,668מ 340מ . . . Changes in inventories Other income ...... 15,324 22,187 58,868 16,326 20,267 79,514מ 104,943מ 115,823מ 78,719מ 72,877מ ...... Material expenses Gross profit ...... 476,482 449,754 632,793 543,795 355,934 245,664מ 386,226מ 417,308מ 314,147מ 332,311מ ...... Personnel expenses Depreciation, amortization 12,475מ 24,984מ 25,613מ 18,202מ 18,087מ ...... and impairment 62,313מ 94,062מ 102,229מ 70,517מ 81,132מ ...... Other expenses Earnings before interest and taxes (EBIT)(4) ...... 44,952 46,888 87,643 38,523 35,482

RECONCILIATION TO ADJUSTED EARNINGS BEFORE INTEREST AND TAXES (ADJUSTED EBIT) Earnings before interest and taxes (EBIT)(4) ...... 44,952 46,888 87,643 38,523 35,482 Adjustments: Expenses (+) from purchase price allocation(5) ...... 5,499 5,260 6,965 8,351 1,338 expenses / (מ) Income (+) from 4,777מ — 26,224מ 11,758מ — ...... (deconsolidations(6 from the (מ) Income reversal of — — — — 2,177מ ...... (provisions(7 expenses / (מ) Income (+) from initial consolidations(8) ...... — 30 30 — — Expenses (+) from additional selling costs from M&A transactions(9) ...... 71 499 866 — — Expenses (+) from restructuring(10) ...... 6,329 3,972 4,845 2,791 — from the sale (מ) Income — — 18,405מ — 250מ ...... (of real estate(11 Expenses (+) from the sale of real estate(12) ...... 381 — 1,292 — — Expenses (+) from impairment of real estate(13) ...... — — 865 — — Adjusted earnings before interest and taxes (Adjusted EBIT)(4) ...... 54,805 44,891 57,877 49,665 32,043 Adjusted Core EBIT(14) (unaudited) ...... 55,076 42,616 53,185 42,984 29,566 Adjusted Core EBIT margin (%)(15)(unaudited) ...... 10.3% 9.1% 8.4% 7.7% 8.3% Earnings before interest and taxes (EBIT)(4) ...... 44,952 46,888 87,643 38,523 35,482 Result from investments accounted for using the equity method ...... 1,052 — — — 50 Financial income ...... 1,841 518 1,035 1,487 2,997 5,938מ 8,301מ 11,752מ 9,142מ 8,050מ ...... Financing expenses 2,891מ 6,814מ 10,717מ 8,624מ 5,157מ ...... Financial result Earnings before taxes from continuing operations ... 39,795 38,264 76,926 31,709 32,591 7,672מ 9,982מ 18,688מ 9,295מ 12,337מ ...... Income taxes Earnings after taxes from continuing operations ... 27,458 28,969 58,238 21,727 24,919

12 For the nine-month period ended September 30, For the year ended December 31,

2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (audited, (audited, unless otherwise unless otherwise (in € thousand) (unaudited, consolidated) indicated consolidated) indicated combined) Discontinued operations(16) Earnings after taxes from discontinued 767מ 1,905מ operations ...... — 1,550 1,586 Profit or loss ...... 27,458 30,519 59,824 19,822 24,152

FROM THE PROFIT OR LOSS ATTRIBUTABLE TO: Shareholders of the parent company ...... 27,423 30,573 59,868 18,634 24,277 Minority shares (non- 125מ 1,188 43מ 54מ controlling interest) ..... 36

(1) Operating results for the various subsidiaries disposed of during the nine-month period ended September 30, 2014 or year ended December 31, 2014, respectively, are included only for the periods prior to their respective disposals. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year.

(3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013.

(4) EBIT and Adjusted EBIT are non-IFRS measures. “EBIT” represents earnings before interest and taxes and “Adjusted EBIT” represents EBIT adjusted for non-recurring items. While the amounts included in EBIT and Adjusted EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measures are not financial measures calculated in accordance with IFRS. Accordingly, EBIT and Adjusted EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our management uses EBIT and Adjusted EBIT to assess our operating performance and as a measure of economic success of our business. In addition, we believe that EBIT and Adjusted EBIT are measures commonly used by investors. EBIT and Adjusted EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated.

(5) Expenses from purchase price allocation represents the effects of the amortization of step-ups due to purchase price allocation attributable to the acquisition of the Rücker Group, the BFFT Group and iSILOG GmbH in the amount of €4.2 million, €1.2 million and €0.1 million respectively, for the nine-month period ended September 30, 2015, to the acquisition of the Rücker Group and the BFFT Group in an amount of €4.0 million and €1.2 million respectively, for the nine-month period ended September 30, 2014, to the acquisition of the Rücker Group and the BFFT Group in an amount of €5.3 million and €1.6 million, respectively, for the fiscal year ended December 31, 2014 and €5.3 million and €3.0 million, respectively, for the fiscal year ended December 31, 2013. For the fiscal year ended December 31, 2012, expenses from purchase price allocation represents the effects of the amortization of step-ups due to purchase price allocation of €1.3 million attributable to the acquisition of the Rücker Group.

(6) Income / expenses from deconsolidations for the nine-month period ended September 30, 2014 represents the disposals of our aerospace subsidiaries (which had previously been a part of the Rücker Group) (income of €4.0 million) and EKS InTec GmbH (income of €8.0 million). Income / expenses from deconsolidations for the fiscal year ended December 31, 2014 represents the disposals of our aerospace subsidiaries (income of €4.6 million), EKS InTec GmbH (income of €8.0 million) and “Werkzeug und Karosseriesysteme Eisenach” business division by way of a spin-off for absorption into EDAG Werkzeug + Karosserie GmbH (income of €14.4 million). In the fiscal year ended December 31, 2012, income / expenses from deconsolidations comprises the deconsolidation of Rosata Grundstücks- Vermietungsgesellschaft mbH & Co. Objekt Fulda-West KG. (7) Income from the reversal of provisions includes the reversal of provisions relating to severance pay and brokerage in connection with certain sale-and-lease-back transactions.

13 (8) Income / expenses from initial consolidations represents the initial consolidation of our Russian subsidiary EDAG Production Solutions RU OOO (Obschtschestwo s ogranitschennoi otwetstwennostju). (9) Expenses from additional selling costs from M&A transactions for the nine-month period ended September 30, 2015 and for the nine-month period ended September 30, 2014 represents follow-up costs in connection with the disposal of certain subsidiaries and costs relating to a merger (EDAG Testing Solutions GmbH) and for the fiscal year ended December 31, 2014 represents the costs of the disposals of certain subsidiaries, including the aerospace subsidiaries and EKS Intec GmbH.

(10) Expenses from restructuring for the nine-month period ended September 30, 2015 and for the nine-month period ended September 30, 2014 represents expenses for consulting and reengineering (€5.7 million and €1.4 million), respectively, and severance pay (€0.6 million and €2.6 million), respectively. Expenses from restructuring represents expenses for consulting and reengineering (€1.6 million) and severance pay (€3.2 million) for the fiscal year ended December 31, 2014 and severance pay (€0.7 million) and consulting (€2.1 million) for the fiscal year ended December 31, 2013.

(11) Income from the sale of real estate for the fiscal year ended December 31, 2014 represents the disposal of real estate (€2.5 million) and income from a sale-and- lease-back transaction (€15.9 million).

(12) Expenses from the sale of real estate for the nine-month period ended September 30, 2015 represents follow-up costs and for the fiscal year ended December 31, 2014 expenses for consulting (€0.1 million) and sales provisions (€1.2 million).

(13) Expenses from impairment of real estate for the fiscal year ended December 31, 2014 represents the impairment of the fair value valuation of real estate in a subsidiary in the Czech Republic.

(14) Adjusted Core EBIT is a non-IFRS measure. The first component of the Adjusted Core EBIT represents the sum of EBIT for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment. The second component is the purchase price allocation adjustments on a Group level which are added to the first component. These purchase price allocation adjustments relate only to the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions). No purchase price allocation adjustments relate to the Others segment. Our management uses Adjusted Core EBIT to assess our operating performance and as a measure of success of our business. While the amounts included in Adjusted Core EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS.

(15) Adjusted Core EBIT margin is a non-IFRS measure. Adjusted Core EBIT margin represents the ratio of our Adjusted Core EBIT over the sales revenues (including changes in inventories) with third parties of our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions, excluding our Others segment). While the amounts included in Adjusted Core EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS.

(16) Discontinued operations represents expenses in connection with an indemnity payment for the nine-month period ended September 30, 2014 and in the fiscal year ended December 31, 2014, provisions in connection with the sale of the “Production” business division in the fiscal year ended December 31, 2013 and assets, liabilities and provisions of the “Production Systems” and “Production” business divisions in the fiscal year ended December 31, 2012, which were classified as being held for sale and fully deconsolidated in 2012.

14 SELECTED DATA The following table shows selected financial information taken FROM THE from the unaudited condensed consolidated interim statement of CONSOLIDATED/ financial position as of September 30, 2015 of EDAG Engineering COMBINED Schweiz Sub-Holding AG as well as from the audited consolidated statements of financial position as of December 31, 2014 and STATEMENT OF December 31, 2013 and the audited combined statement of FINANCIAL financial position as of December 31, 2012 of EDAG Engineering POSITION GmbH: As of As of As of September 30, December 31, January 1, 2015 2014(1) 2013(1) 2013(2) (unaudited, (audited, (audited, (in € thousand) consolidated) consolidated) combined)

ASSETS Non-current assets ...... 187,333 183,193 208,920 173,714 Current assets ...... 311,256 301,364 295,712 209,173 Total assets ...... 498,589 484,557 504,632 382,887

EQUITY, LIABILITIES AND PROVISIONS Total equity ...... 146,512 117,411 102,922 113,005 Non-current liabilities and provisions ...... 200,382 201,131 234,543 40,402 Current liabilities and provisions ...... 151,695 166,015 167,167 229,480 Total equity, liabilities and provisions ..... 498,589 484,557 504,632 382,887

(2) Data as of January 1, 2013 on a combined basis and comprising the business of the Rücker Group. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013.

SELECTED DATA The following table shows selected financial information taken FROM THE from the unaudited condensed consolidated interim statement of CONSOLIDATED/ cash flow of EDAG Engineering Schweiz Sub-Holding AG for the COMBINED nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated STATEMENT OF statements of cash flow for the fiscal years ended December 31, CASH FLOW 2014 and December 31, 2013 and the audited combined statement cash flow for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH: For the nine-month period ended September 30, For the year ended December 31, 2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (unaudited, (audited, (audited, (in € thousand) consolidated) consolidated) combined) Cash inflow/outflow from operating activities/ 44,788 21,029 56,718 12,152 16,259מ .... operating cash flow Cash inflow/outflow from investing activities/ 53,048מ 62,440מ 32,596מ 41,900מ 16,061מ .... investing cash flow Cash inflow/outflow from financing activities/ 6,443מ 75,979 54,774מ 17,419מ financing cash flow .... 20,423 Free cash flow (FCF) – 8,260מ 41,411מ 24,122 29,748מ 32,320מ ..... (equity approach(4

(1) Data for the various subsidiaries disposed of during the nine-month period ended September 30, 2014 or year ended December 31, 2014, respectively, are included only for the periods prior to their respective disposals.

(2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. Furthermore, our aerospace

15 business, which was formerly part of the Rücker Group, was included in our audited combined financial information for the fiscal year ended December 31, 2012 with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information.

(4) Free cash flow (FCF) – equity approach is a non-IFRS measure. Free cash flow (FCF) – equity approach represents operating cash flow less investing cash flow. While the amounts included in free cash flow (FCF) – equity approach have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measure is not a financial measure calculated in accordance with IFRS. Accordingly, free cash flow (FCF) – equity approach should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Free cash flow (FCF) – equity approach, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated. Significant Results of Operations changes to the The following significant changes in our results of operations issuer’s financial occurred in the nine-month period ended September 30, 2015 condition and and in the fiscal years 2014, 2013 and 2012: operating results during and Nine-month Periods Ended September 30, 2014 and subsequent to the September 30, 2015 period covered by Our sales revenues and changes in inventories increased by the historical key €27.7 million, or 5.5%, from €506.3 million in the nine-month financial period ended September 30, 2014 to €534.0 million in the nine- information. month period ended September 30, 2015. These increases were primarily due to an increase in customer demand for engineering services and our success in hiring additional employees to increase our capacities and meet this demand by servicing a greater number of projects. The increased customer demand, in turn, was largely due to positive trends in global economic development and the automotive industry which encouraged OEMs to award larger and more complex work packages to external engineering service providers. Besides the positive trends described above, the increase in our Electrics/Electronics segment was mainly due to a higher amount of work packages as compared to employee leasing contracts. Our earnings before interest and taxes (EBIT) decreased by €1.9 million, or 4.1%, from €46.9 million in the nine-month period ended September 30, 2014 to €45.0 million in the nine- month period ended September 30, 2015. This decrease was partly due to the absence of income from deconsolidation for the nine-month period ended September 30, 2015, which had contributed €11.8 million to EBIT in the nine-month period ended September 30, 2014, as well as higher expenses from restructuring. These developments were offset in part by a fixed cost degression as a result of an increase in sales revenues and changes in inventories as well as higher margins in connection with customer projects.

16 Our Adjusted EBIT increased by €9.9 million, or 22.1%, from €44.9 million in the nine-month period ended September 30, 2014 to €54.8 million in the nine-month period ended September 30, 2015. This was primarily due to a fixed cost degression as a result of an increase in sales revenues and changes in inventories as well as higher margins in connection with customer projects. Our Adjusted Core EBIT, which comprises the Adjusted EBIT of our three segments Vehicle Engineering, Production Solutions and Electrics/Electronics and excludes our Others segment, increased by €12.5 million, or 29.2%, from €42.6 million in the nine-month period ended September 30, 2014 to €55.1 million in the nine-month period ended September 30, 2015. Our Adjusted Core EBIT margin, which is the Adjusted EBIT margin of our three segments Vehicle Engineering, Production Solutions and Electrics/ Electronics, increased by 1.2 percentage points, from 9.1% in the nine-month period ended September 30, 2014 to 10.3% in the nine-month period ended September 30, 2015, primarily due to the realization of cost and revenue synergies from the Ru¨ cker Group integration. Fiscal Years 2014 and 2013 Our sales revenues and changes in inventories increased by €57.3 million, or 9.1%, from €632.4 million in the fiscal year ended December 31, 2013 to €689.7 million in the fiscal year ended December 31, 2014. These increases were primarily due to positive trends in global economic development and the automotive industry which encouraged OEMs to award larger and more complex work packages to external engineering service providers, as well as our hiring of additional engineers, which allowed us to service a greater number of projects. Our earnings before interest and taxes (EBIT) increased significantly, by €49.1 million, or 127.5%, from €38.5 million in the fiscal year ended December 31, 2013 to €87.6 million in the fiscal year ended December 31, 2014. Besides higher sales revenues, which were due to positive trends in the global economic development and the automotive industry, a greater number of projects and the completed integration of the Rücker Group, this significant increase in earnings was partly due to extraordinary factors from sales of the Rücker aerospace companies, EKS InTec GmbH and real estate sales. Moreover, EDAG Engineering GmbH’s business unit “Werkzeug und Karosseriesysteme Eisenach” was initially spun off into EDAG Werkzeug + Karosserie GmbH. In this context, FFT Produktionssysteme GmbH & Co. KG acquired 51% of the shares in the company in the fiscal year ended December 31, 2014, with the remaining 49% of the shares being accounted for using the at-equity method as of December 31, 2014. These positive extraordinary effects from sales were diminished by restructuring expenses related to the merger of EDAG Engineering GmbH and the Rücker Group which was consummated in 2014, the resulting depreciation and amortization from the purchase price allocation and impairment relating to a single building that was qualified as an asset held for sale. After adjustments for these extraordinary effects the Adjusted EBIT amounted to €57.9 million for the fiscal year ended December 31, 2014 and was €8.2 million, or 16.5% above the Adjusted EBIT for the fiscal year ended December 31, 2013.

17 Our Adjusted Core EBIT increased by €10.2 million, or 23.7%, from €43.0 million in the fiscal year ended December 31, 2013 to €53.2 million in the fiscal year ended December 31, 2014. Our Adjusted Core EBIT margin increased by 0.7 percentage points, from 7.7% in the fiscal year ended December 31, 2013 to 8.4% in the fiscal year ended December 31, 2014. Fiscal Years 2013 and 2012 Our sales revenues and changes in inventories increased by €217.2 million, or 52.3%, from €415.2 million in the fiscal year ended December 31, 2012 to €632.4 million in the fiscal year ended December 31, 2013. These increases were primarily due to the full inclusion of the Rücker Group and BFFT Group in the fiscal year ended December 31, 2013. The remainder of the increase across all segments was due to positive trends in global economic development and the automotive industry which encouraged OEMs to award larger and more complex work packages to external engineering service providers and our hiring of additional engineers which allowed us to service a greater number of projects. Our earnings before interest and taxes (EBIT) increased by €3.0 million, or 8.6%, from €35.5 million in the fiscal year ended December 31, 2012 to €38.5 million in the fiscal year ended December 31, 2013. This increase was primarily due to the full inclusion of the Rücker Group and the BFFT Group in the fiscal year ended December 31, 2013. The remainder was primarily due to increases in sales revenues and changes in inventories, offset in part by a decrease in other income and increases in expenses, as well as an increase in depreciation, amortization and impairment by €12.5 million from €12.5 million the fiscal year ended December 31, 2012 to €25.0 million in the fiscal year ended December 31, 2013 primarily due to the acquisition of the Rücker Group and BFFT Group. Our Adjusted EBIT increased by €17.6 million, or 55.0%, from €32.0 million in the fiscal year ended December 31, 2012 to €49.7 million in the fiscal year ended December 31, 2013. This was primarily due to the full inclusion of the Rücker Group and the BFFT Group in the fiscal year ended December 31, 2013, as well as improved market conditions. Our Adjusted Core EBIT increased by €13.4 million, or 45.4%, from €29.6 million in the fiscal year ended December 31, 2012 to €43.0 million in the fiscal year ended December 31, 2013. Our Adjusted Core EBIT margin decreased by 0.6 percentage points, from 8.3% in the fiscal year ended December 31, 2012 to 7.7% in the fiscal year ended December 31, 2013. Recent Developments The Company was incorporated by the Selling Shareholder on November 2, 2015, and was entered into the Commercial Register on November 3, 2015 as a stock corporation (Aktiengesellschaft) under Swiss law with a share capital of CHF 1,000 thousand (corresponding to €920 thousand converted at an exchange rate of CHF 1.09 as of November 2, 2015 as shown in the audited opening statement of financial position of the Company as of November 2, 2015). The original share capital of CHF 1,000 thousand was procured by the Selling Shareholder via cash contribution (corresponding to €920 thousand converted at the CHF exchange rate as of November 2, 2015).

18 Concurrently with the determination of the Offer Price (as defined below in E.3), the Selling Shareholder will contribute all shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of the Contribution. The contribution value of EDAG Engineering Schweiz Sub-Holding AG will increase the capital reserves shown on the unconsolidated balance sheet of the Company. The contribution value of EDAG Engineering Schweiz Sub-Holding AG at the time of the Contribution will not be based on a valuation report prepared by a third party but on the market value of the Company as determined in the Offering (as defined below in E.3). This method of determining the contribution value of EDAG Engineering Schweiz Sub-Holding AG assumes that the market value of the Company determined in the Offering (i.e. the Offer Price (as defined below in E.3), multiplied by all 25,000 thousand outstanding shares of the Company) represents the sum of (i) the net asset value of the Company immediately prior to the Contribution plus (ii) the value of all of the shares in EDAG Engineering Schweiz Sub-Holding AG. The contribution value of EDAG Engineering Schweiz Sub-Holding AG is therefore the market value of the Company determined in the Offering (as defined below in E.3) minus the net asset value of the Company immediately prior to the Contribution. Assuming a placement of the Offer Shares at the mid-point of the Price Range (as defined below in E.3), the market value of the Company will be €537,500 thousand (Offer Price (as defined below in E.3) of €21.50, multiplied by 25,000 thousand shares of EDAG Engineering Group AG). In order to arrive at the contribution value for EDAG Engineering Schweiz Sub-Holding AG, this number will be reduced by the net asset value of the Company prior to the Contribution (approximately €340 thousand, calculated as the share capital of the Company amounting to €920 thousand as of November 2, 2015 minus costs related to the incorporation of the Company amounting to €80 thousand, as shown in the audited opening statement of financial position of the Company as of November 2, 2015, as well as the expected costs related to the Contribution amounting to approximately €500 thousand). Assuming a placement of the Offer Shares (as defined below in E.3) at the mid- point of the Price Range (as defined below in E.3), the contribution value will therefore be approximately €537,160 thousand. No other valuation will be conducted for the purposes of determining the contribution value. The contribution value is subject to change and has not been audited. Between the date of its incorporation, November 2, 2015, and the date of this prospectus, no significant change in the Company’s financial or trading position has occurred. Between September 30, 2015 and the date of this prospectus, no significant change in the financial and trading position of EDAG Engineering Schweiz Sub-Holding AG and its consolidated subsidiaries, for which unaudited condensed consolidated interim financial statements as of September 30, 2015 are provided in this prospectus, has occurred. As of the date of this prospectus, the Company has not acquired the shares in EDAG Engineering Schweiz Sub-Holding AG and is hence not yet the owner of the business described in this prospectus. The Company will acquire all of the shares in EDAG Engineering Schweiz Sub-Holding AG by way of the Contribution which will occur concurrently with the determination of the Offer Price (as defined below in E.3) for the Offer Shares (as defined below in E.3) as described above in B.3.

19 B.8 Selected key pro Not applicable. No pro forma financial information has been forma financial prepared by the Company. information. B.9 Profit forecast or Not applicable. No profit forecast or estimate is being presented estimate. by the Company. B.10 Qualifications in Not applicable. The auditor’s reports on the historical financial the audit report information included in this prospectus have been issued without on the historical qualification. financial information. B.11 Insufficiency of Not applicable. The Company is of the opinion that the Group is the issuer’s in a position to meet the payment obligations that become due working capital within at least the next twelve months. for its present requirements.

SECTION C–SECURITIES C.1 Type and class of Bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 the securities each and each such share with full dividend rights for the fiscal being offered and/ year ending December 31, 2015 and for all subsequent fiscal or admitted to years. trading. Security International Securities Identification Number (ISIN): CH0303692047 identification German Securities Code (Wertpapier-Kenn-Nummer, WKN): number. A143NB Common Code: 132198357 Trading Symbol: ED4 C.2 Currency. Our shares are denominated in Swiss Franc. Our accounting currency is the Euro and our shares will be traded in Euro. C.3 The number of As of November 2, 2015, the date of incorporation of the shares issued and Company, the share capital of the Company amounted to fully paid. CHF 1,000 thousand (corresponding to €920 thousand converted at an exchange rate of CHF 1.09 as of November 2, 2015 as shown in the audited opening statement of financial position of the Company as of November 2, 2015) and divided into 25,000 thousand bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each. The share capital has been fully paid up. As of the date of this prospectus, the share capital of the Company is the same as of November 2, 2015. The Company’s shares will be represented by a global share certificate, which will be deposited with Clearstream Banking Aktiengesellschaft, Mergenthalerallee 61, 65760 Eschborn, Germany whereupon the Company’s shares will become intermediated securities (Bucheffekten) within the meaning of the Swiss Federal Intermediated Securities Act of October 3, 2008 (Bucheffektengesetz). The par value per Each Company’s share has a nominal value of CHF 0.04. share.

20 C.4 A description of Each Company’s share carries one vote at the Company’s the rights shareholders’ meeting. There are no restrictions on voting rights. attached to the The Company’s shares carry full dividend rights for the fiscal year securities. ending December 31, 2015 and all subsequent fiscal years. C.5 A description of Not applicable. The Company’s shares as offered and to be any restrictions on transferred to investors are freely transferable in accordance with the free the legal requirements for bearer shares. transferability of the securities. C.6 Application for The Company will apply for admission of the Company’s shares to admission to trading on the regulated market segment (regulierter Markt)of trading on a the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and, regulated market simultaneously, to the sub-segment thereof with additional and identity of post-admission obligations (Prime Standard) on or about regulated markets November 23, 2015. The listing approval for the Company’s where the shares is expected to be granted on December 1, 2015. Trading in securities are to be the Company’s shares on the Frankfurt Stock Exchange traded. (Frankfurter Wertpapierbörse) is planned to commence on December 2, 2015. C.7 Dividend policy. Depending on the results of operations of EDAG, the Company intends to pay dividends in the future targeting a pay-out ratio of about 50% (defined as the percentage of the consolidated profits of the respective period). Any future proposal by the Board of Directors to pay dividends will be made in accordance with applicable laws, and will depend upon, among other factors, the Company’s results of operations, financial condition, contractual restrictions and capital requirements and is subject to the shareholders’ approval. The Company’s future ability to pay dividends may be limited by the terms of any existing and future debt. The Company may pay dividends in the form of a distribution against capital reserves if the Company has sufficient distributable profit from previous years (Bilanzgewinn) or sufficient free reserves. The Board of Directors, subject to the authority of the shareholders’ meeting to resolve otherwise, reserves the right to change the dividend policy and dividend payout ratio at any time, especially, if unexpected events occur that would change its view as to the prudent level of cash and capital retention as well as the Company’s financial goals and strategy. Dividends and other distributions paid on the shares (subject to certain conditions, except for distributions against capital reserves or from reductions of the Company’s nominal share capital) are subject to Swiss Withholding Tax.

SECTION D–RISKS

D.1 Key risks specific An investment in the Company’s shares is subject to a number of to the issuer and risks. Prospective investors should read the entire document and its industry. carefully consider the following risks together with all the other information contained in this prospectus prior to making any investment decision regarding the Company’s shares. The following risks, alone or together with additional risks and uncertainties not currently known to us, or that we might

21 currently deem immaterial, could materially adversely affect our business, financial condition and results of operations. The market price of the Company’s shares could fall if any or all of these risks were to materialize, in which case prospective investors could lose all or part of their investment. The order in which the following risks are presented is not an indication of the likelihood of these risks actually materializing, or their likely significance or degree, or the scope of any potential harm to our business, financial condition, or results of operations that might result. Key Risks Related to Our Business Š Adverse developments in the economic environment could lead to cost cutting measures by our customers and reduce their R&D budget and the volume of vehicle engineering services outsourced to external service providers like us, which in turn could have an adverse impact on our business, financial condition and results of operations. Š Sales in the automotive industry are cyclical and depend, inter alia, on general economic conditions as well as on consumer spending and consumer preferences. As a consequence, demand for our vehicle engineering services might also vary and periodic downturns in the automotive industry could adversely affect our results of operations. Š A substantial portion of our revenues is generated from a limited number of customers, with our five largest customers sales divisions contributing approximately two thirds of our total sales revenues in the fiscal year ended December 31, 2014. In the same period, more than half of our total sales revenues were contributed by the Volkswagen and BMW groups, with the Volkswagen group generating approximately 38% of our sales revenues. The loss of, or a significant reduction in sales to, key customers could significantly adversely affect our results. Š Our business and its profitability depends on the budget automotive manufacturers allocate to R&D activities and their outsourcing volumes of vehicle engineering services. A reduction in the outsourcing of engineering activities or the insourcing of activities by our customers could have a material adverse effect on our profitability. Š If our vehicle engineering services capacities exceed the actual demand for our services, in particular if contracts are delayed or canceled, we risk underutilization of our personnel capacities and engineering facilities as well as lower prices for the vehicle engineering services we offer, which could adversely affect our results of operations. Š We might be adversely affected by cost overruns in complex projects, if we underestimate the required personnel, time and other resources, or additional payment obligations in long-term contracts and turnkey projects, if we do not meet deadlines, quality specifications or other agreed parameters.

22 Š We are exposed to risks associated with market trends and developments that could affect the vehicle mix sold by automotive manufacturers and automotive OEMs. Should we not be able to develop appropriate strategies as a response to new market trends and technical developments, our business, financial condition and results of operations could be adversely affected. Š The market for vehicle engineering services for the automotive industry is characterized by intense competition, which could reduce the sales volume of our services and products or put continued pressure on our sales prices. Š Our capability to increase sales revenues and profitability is directly correlated to the number of engineers we employ. If we fail to attract a sufficient number of well-qualified engineers or if we fail to retain such personnel, our market position, business, financial condition and results of operations might be significantly adversely affected. Š Malfunctioning of products manufactured and production lines built according to our development and vehicle engineering services may result in third party claims against our customers, product recalls and production downtime for our customers. This may result in warranty claims against us, which, in turn, could have a material adverse effect on our business, financial condition and results of operations. Š We may be unable to successfully integrate or achieve the expected benefits from past or future acquisitions or joint ventures. In addition, we face the risk of potential guarantee or liability claims resulting from the disposal of former business units or joint ventures. The realization of these risks could have a material adverse effect on our business, financial condition and results of operations. Š We have substantial pension obligations and an increase in the net present value of our pension obligations, additional provisioning requirements or a decrease of the value of fund assets covering our pension commitments might adversely affect our financial position. Š Our consolidated statement of financial position includes significant intangible assets, which could become impaired and thereby have a material adverse effect on our business, financial condition and results of operations. Š We are subject to various risks arising from evolving legislation designed to combat abuses of employee leasing arrangements and from of false self-employment. These risks include additional payment obligations, fines and the requirement to change the basis of our business model, which could have a material adverse effect on our business, financial condition and results of operations. Š We are subject to court proceedings filed against us following the squeeze-out of minority shareholders of Rücker AG. If we are required to make additional compensation payments to minority shareholders, this could have a material adverse effect on our business, financial condition and results of operations.

23 D.3 Key risks specific Key Risks Related to Our Shares and the Offering to the securities. Š Following the offering, our Selling Shareholder will continue to exercise significant influence on the Company and thereby have, inter alia, a substantial influence on matters submitted to a vote of the Company’s shareholders meeting and change of control matters, and its interest may conflict with those of our other shareholders. Š If any person should acquire control of the Company in the future, our shareholders may not realize any change-of-control premium on their shares, as neither German nor Swiss rules regarding mandatory takeover offers are applicable to us. Š Our ability to pay dividends depends, inter alia, on our financial condition and results of operations. Š Our shares have not previously been publicly traded, and there is no guarantee that an active and liquid market for our shares will develop and therefore investors may not be in a position to sell their shares in the Company quickly or at or above the Offer Price. Š Our share price could fluctuate significantly in response to numerous factors, including, but not limited to, fluctuations in actual or projected results of operations and changes in projected earnings, and if our share price declines, investors could lose all or part of their investment. Š If our Selling Shareholder or other shareholders of the Company effect a sale of a substantial number of our shares in the stock market, the market price of our shares could decline.

SECTION E–OFFER E.1 The total net The Company will not receive any proceeds of the Offering (as proceeds. defined below in E.3) resulting from the sale of the Offer Shares (as defined below in E.3). The Selling Shareholder will receive all the net proceeds from the sale of the Base Shares and from a sale of the Over-Allotment Shares (both as defined below in E.3), if and to the extent the Greenshoe Option (as defined below in E.3) in relation to the Over-Allotment Shares is exercised. Assuming a placement of (i) all of the Base Shares (8,750,000 shares) (as defined below in E.3) and (ii) all of the Over-Allotment Shares at the mid-point of the Price Range (as defined below in E.3) set for the offering of the Offer Shares (as defined below in E.3) as well as (iii) full exercise of the Greenshoe Option (as defined below in E.3) in relation to the Over- Allotment Shares (as defined below in E.3), the Company estimates that the aggregate net proceeds to the Selling Shareholder would amount to approximately €202.06 million under the above assumptions. Estimate of the The expenses related to the offering of the Offer Shares (as total expenses of defined below in E.3) and listing of the Company’s entire share the offering and capital are expected to total approximately €10.83 million listing, including (excluding underwriting and placement commissions payable to estimated the Underwriters), of which approximately €3.58 will be borne by expenses charged the Company and approximately €7.25 million will be borne by to the investor by the Selling Shareholder. the issuer. Assuming (i) an Offer Price (as defined below in E.3) at the mid-point of the Price Range (as defined below in E.3), (ii) that the maximum number of Base Shares and Over-allotment Shares

24 (as defined below in E.3) is placed, (iii) the full exercise of the Greenshoe Option in relation to the Over-Allotment Shares (as defined below in E.3), and (iv) payment in full of the discretionary fee of up to approximately €1.62 million, the commissions payable to the Underwriters will amount to approximately €7.03 million. Such commissions will be borne by the Selling Shareholder. Under the same assumptions, the total expenses of the offering and listing (including underwriting and placement commissions payable to the Underwriters) are expected to amount to approximately €17.86 million, of which approximately €3.58 million will be borne by the Company and approximately €14.28 million will be borne by the Selling Shareholder. Investors will not be charged expenses by the Company or the Underwriters in connection with their role as underwriters. Investors may, however, have to bear customary transaction and handling fees charged by their account-keeping financial institution. The Swiss Federal Securities Transfer Stamp Duty (Umsatzabgabe) on the sale of the Base Shares and the Over-Allotment Shares, if any, will not be compensated by the Selling Shareholder. E.2a Reasons for the The Company intends to have the Company’s shares admitted to offering. trading on the regulated market segment (regulierter Markt)of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and, simultaneously, on the sub-segment thereof with additional post-admission obligations (Prime Standard) to achieve better access to the capital markets. The Selling Shareholder will offer the shares to partially divest its shareholding in the Company. Use of proceeds, The Company will not receive any proceeds of this Offering (as estimated net defined below in E.3). amount of the proceeds. E.3 Offer conditions. The offering relates to the sale of 10,062,500 bearer shares of the Company (Inhaberaktien) with a nominal value of CHF 0.04 each and with full dividend rights for the fiscal year ending December 31, 2015 and all subsequent fiscal years (the “Offering”), consisting of: Š 8,750,000 bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each (the “Base Shares“) from the holdings of the Selling Shareholder; and Š 1,312,500 bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each from the holdings of the Selling Shareholder in connection with a potential over-allotment (the “Over-Allotment Shares” and, together with the Base Shares, the “Offer Shares”). The Offering consists of an initial public offering in the Federal Republic of Germany (“Germany”) and the Grand Duchy of Luxembourg (“Luxembourg”) and private placements in certain jurisdictions outside Germany and Luxembourg. In the United States of America (the “United States”), the Company’s shares will be offered and sold only to qualified institutional buyers as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”). Outside the United States, the Company’s shares will be offered and sold only in offshore transactions in reliance on Regulation S under the Securities Act.

25 Offer Period. The period during which investors may submit purchase orders for the Offer Shares is expected to begin on November 23, 2015 and is expected to end on December 1, 2015 (the “Offer Period”). On the last day of the Offer Period, offers to purchase may be submitted (i) until 12:00 noon (Central European Time) (“CET”) by private investors and (ii) until 15:00 (CET) by institutional investors. Price range and The price range within which purchase orders may be placed is Offer Price. €19.00 to €24.00 per Offer Share (“Price Range”). Theplacementprice(the“Offer Price”) and the final number of Offer Shares to be placed in the Offering have not yet been fixed as of the date of this prospectus and will be set jointly by the Company, the Selling Shareholder and the Underwriters on December 1, 2015 on the basis of the purchase orders submitted by investors that have been collated in the order book prepared during a bookbuilding process. The Offer Price and the final number of Offer Shares placed in the Offering (i.e., the results of the Offering) are expected to be published on December 1, 2015 by means of an ad-hoc release through an electronic information dissemination system and on the Company’s website. Particularly if the placement volume proves insufficient to satisfy all orders placed at the Offer Price, the Underwriters reserve the right to reject orders, or to accept them in part only. Amendments to The Company and the Selling Shareholder reserve the right, theTermofthe together with the Joint Global Coordinators, to increase or Offering. decrease the total number of Offer Shares, to increase or decrease the upper limit and/or the lower limit of the Price Range and/or to extend or shorten the Offer Period. Changes in relation to the number of Offer Shares, changes to the Price Range or the extension or shortening of the Offer Period will not invalidate any offers to purchase that have already been submitted. If such change requires the publication of a supplement to this prospectus, investors who submitted purchase orders before the supplement is published shall have the right, under the German Securities Prospectus Act (Wertpapierprospektgesetz), to withdraw these offers to purchase within two business days of the publication of the supplement. Instead of withdrawing the offers to purchase placed prior to the publication of the supplement, investors may change their orders or place new limited or unlimited offers to purchase within two business days of the publication of the supplement. To the extent that the terms of the Offering are changed, such change will be published by means of electronic media (such as Reuters or Bloomberg) and, if required by the German Securities Trading Act (Wertpapierhandelsgesetz) or the German Securities Prospectus Act (Wertpapierprospektgesetz), as an ad-hoc release via an electronic information system, on the Company’s website and as a supplement to this prospectus. Investors who have submitted offers to purchase will not be notified individually. Under certain conditions, the Underwriters may terminate the underwriting agreement regarding the offer and sale of the Offer Shares in connection with the Offering expected to be entered into with the Company and the Selling Shareholders on or about November 20, 2015 (the “Underwriting Agreement”), even after commencement of trading (Aufnahme des Handels)ofthe

26 Company’s shares on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). Preferential All employees of EDAG Engineering GmbH and its subsidiaries as Allocation. well as the members of the group executive management and Board of Directors of the Company, employed and tax resident in Germany, will be offered an aggregate amount of up to 4.99% of the Offer Shares at the Offer Price in connection with the Offering on a preferential basis. Delivery and ThedeliveryoftheOfferSharesagainstpaymentoftheOffer Payment. Price and customary security commissions is expected to take place on December 4, 2015. The Offer Shares will be made available to the shareholders as book entry securities (Bucheffekten) pursuant to Swiss law. Stabilization In connection with the placement of the Offer Shares, Deutsche Measures, Bank, acting for the account of the Underwriters, will act as the Over-Allotment stabilization manager (the “Stabilization Manager”) and may, as and Greenshoe Stabilization Manager acting in accordance with legal Option. requirements (Section 20a para. 3 of the German Securities Trading Act (Wertpapierhandelsgesetz) in conjunction with Commission Regulation (EC) No. 2273/2003 of December 22, 2003), make over-allotments and take stabilization measures to support the market price of the Company’s shares and thereby counteract any selling pressure. The Stabilization Manager is under no obligation to take any stabilization measures. Therefore, no assurance can be provided that any stabilization measures will be taken. Where stabilization measures are taken, these may be terminated at any time without notice. Such measures may be taken from the date the Company’s shares are listed on the regulated market on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse)and must be terminated no later than the thirtieth calendar day after such date (the “Stabilization Period”). These measures may result in the market price of the Company’s shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level. Under the potential stabilization measures, investors may, in addition to the Base Shares, be allocated up to 1,312,500 additional shares in the Company (“Over-Allotment Shares”) as part of the allocation of the shares to be placed (the “Over- Allotment”). For the purpose of a potential Over-Allotment, the Stabilization Manager, for the account of the Underwriters, will be provided with up to 1,312,500 shares from the holdings of the Selling Shareholder in the form of a securities loan; the number of Over-Allotment Shares will not exceed 15% of the number of Base Shares. In connection with the securites loan, the Selling Shareholder will grant the Underwriters an option to acquire a number of the Company’s shares equal to the number of Over- Allotment Shares at the Offer Price less agreed commissions (the “Greenshoe Option”) in lieu of returning the shares provided under the securities loan. The Greenshoe Option will terminate on January 1, 2016.

27 The Stabilization Manager is entitled to exercise the Greenshoe Option up to the extent Over-Allotments were initially made. The number of shares for which the Greenshoe Option can be exercised will be reduced by the number of shares held by the Stabilization Manager as of the date on which the Greenshoe Option is exercised and that were acquired by the Stabilization Manager in the context of stabilization measures. Once the Stabilization Period has ended, an announcement will be made within one week in various media outlets distributed across the entire EEA as to whether stabilization measures were taken, when price stabilization started and finished, and the Price Range within which the stabilization measures were taken; the latter will be made known for each occasion on which price stabilization measures were taken. Exercise of the Greenshoe Option, the timing of its exercise and the number and type of Company’s shares concerned will also be announced promptly in thesamemanner. E.4 Interests material There are no conflicting interests material to the Offering. to the issue/offer In connection with the Offering and the admission to trading of including the Company’s shares, the Underwriters have a contractual conflicting relationship with the Company and the Selling Shareholder. interests. The Underwriters act for the Company and the Selling Shareholder on the Offering and coordinate the structuring and execution of the Offering. In addition, the Joint Global Coordinators have been appointed to act as designated sponsors for the Company’s shares and Deutsche Bank has been appointed to act as paying agent. Upon successful implementation of the Offering, the Underwriters will receive a commission. As a result of these contractual relationships, the Underwriters have a financial interest in the success of the Offering. Furthermore, in connection with the Offering, each of the Underwriters and any of their respective affiliates, acting as an investor for their own account, may acquire shares in the Offering and in that capacity may retain, purchase or sell for its own account such shares or related investments and may offer or sell such shares or other investments otherwise than in connection with the Offering. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of shares in the Company. None of the Underwriters intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so or as disclosed in this prospectus. Some of the Underwriters or their affiliates have, and may from time to time in the future continue to have, business relations with our Group (including lending activities) or may perform services for our Group in the ordinary course of business. In addition, HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, has indicated that it might place an order to acquire up to 10% of the Offer Shares in the Offering, subject to allocation on a non-preferential basis. As of

28 the date of this prospectus, no decision has been made by HORUS Vermögensverwaltungs GbR whether to place an order to acquire any shares in the Offering and there can be no assurances that HORUS Vermögensverwaltungs GbR will in fact do so. In case HORUS Vermögensverwaltungs GbR acquires Offer Shares in the Offering, it will be subject to the same lock-up restrictions as the Selling Shareholder (see E.5 “Lock-up agreement: the parties involved; and indication of the period of the lock-up”). According to the service contracts of the members of the management board of EDAG Engineering GmbH, each member of the management board of EDAG Engineering GmbH will receive a special bonus in the amount of €500 thousand, either in cash or in shares or share options, in case the EDAG Group goes public by December 31, 2016. As a result of these contractual provisions, the members of the management board of EDAG Engineering GmbH have a financial interest in the success of the Offering. Dr. Philippe Weber is a member of the board of directors of the Company and managing partner of the law firm Niederer Kraft & Frey AG, Zurich, which acts as Swiss legal counsel for the Company in connection with the Offering. The Selling Shareholder, whose CEO Thomas Eichelmann is at the same time the chairman of our Board of Directors, will receive the proceeds of the Base Shares sold in the Offering as well as the potential sale of Over-Allotment Shares to the extent that the Greenshoe Option is exercised. Assuming full placement of all Base Shares and Over-Allotment Shares at the mid-point of the Price Range and exercise of the Greenshoe Option in full, and after deducting fees and expenses to be paid by the Selling Shareholder in connection with the Offering and listing, the net proceeds to the Selling Shareholder from the Offering would amount to approximately €202.06 million and thus the Selling Shareholder and its direct and indirect shareholders have an interest in the consummation of the Offering. E.5 Name of the The Company’s shares are being offered for sale by the person or entity Underwriters. offering to sell the security. Lock-up In the Underwriting Agreement, the Company will agree with agreement: the each Underwriter that the Company and its Board of Directors, parties involved; without the prior written consent of the Joint Global and indication of Coordinators for a period beginning on the date of this the period of the prospectus and ending 180 days after settlement, will not: lock-up. a) announce or effect an increase of the share capital of the Company out of authorized capital, if any; or b) submit a proposal for a capital increase to any meeting of the shareholders for resolution; or c) offer, pledge, allot, issue (unless required by applicable law), sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares in its capital or any securities convertible into or exercisable or exchangeable for shares in its capital or enter into any swap or other arrangement that

29 transfers to another, in whole or in part, the economic risk of ownership of shares in its capital; or d) enter into a transaction or perform any action economically similar to those described in (a) through (c) above. By way of a separate lock-up agreement, the Selling Shareholder has undertaken, without the prior written consent of the Joint Global Coordinators for a period beginning on the date of this prospectus and ending 180 days after settlement, not to: a) offer, pledge, allot, sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise or dispose of, directly or indirectly any shares of the Company held by it or its affiliates (such shares held by the Selling Shareholder or its affiliates being the “Lock-up Shares”); b) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of Lock-up Shares, whether any such transaction described in (a) above or this (b) is to be settled by delivery of Lock-up Shares or such other securities, in cash or otherwise; c) make any demand for, or exercise any right with respect to, the registration under U.S. securities laws of any shares of the Company or any security convertible into or exercisable or exchangeable for shares of the Company; d) propose any increase in the share capital of the Company (including by requesting the board of directors to convene a general shareholders’ meeting or otherwise), vote in favor of any proposed increase of the share capital or otherwise make, support or vote in favor of any proposal for the issuance of any securities convertible into shares of the Company, with option rights for shares of the Company; or e) enter into a transaction or perform any action economically similar to those described in (a) through (d) above. The foregoing lock-up restrictions for the Selling Shareholder do not apply to any action taken by the Selling Shareholder for the purposes of the Offering. (a), (b) and (e) shall not restrict (i) the off-exchange (außerbörsliche) transfer of Company’s shares by the Selling Shareholder to any of its affiliates, or (ii) the distribution of Company’s shares by the Selling Shareholder to its shareholder(s), through dividend in kind, provided that in each case the recipient of such transfer assumes, by written confirmation to the Joint Global Coordinators, the obligations of the Selling Shareholder for the then remaining term. To the extent HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, will acquire any Offer Shares in connection with the Offering on a non-preferential basis (see above under E.4), HORUS Vermögensverwaltungs GbR will enter into a lock-up agreement with the Underwriters substantially identical with the agreement entered into by the Selling Shareholder and the Underwriters as described above. In the Underwriting Agreement, the Selling Shareholder will agree with the Underwriters that it will not, for a period of three years from the settlement of the Offering, directly or indirectly and taking into consideration a transfer of shares by HORUS Vermögensverwaltungs GbR or any other company controlled by

30 Dr. Lutz Mario Helmig, enter into an agreement with a third party to sell a position in the Company which, the Selling Shareholder knows, will result in a controlling interest of the purchaser, unless such purchaser contractually commits to extend a tender offer to the other shareholders of the Company offering a purchase price per share which is at least equal to the price contractually agreed between the Selling Shareholder and the purchaser. The Selling Shareholder’s covenant is only valid to the extent that the purchaser would be under an obligation (and no exemption would be available from the duty) to extend a mandatory tender offer to the other shareholders of the Company if German takeover laws were applicable in case of such a transaction and only for as long as neither Swiss nor the German takeover laws apply. Subject to certain conditions, transfers to or amongst affiliates of the Selling Shareholder are exempt. The Selling Shareholder’s undertaking does not give rise to any rights of third parties and the Selling Shareholder is not obliged to ensure that the purchaser actually adheres to its contractual obligation to extend an offer to other shareholders of the Company. To the extent HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, will acquire any Offer Shares in connection with the Offering on a non-preferential basis (see above under E.4), HORUS Vermögensverwaltungs GbR will enter into an agreement with the Underwriters in order to make a covenant to the Underwriters with regard to the sale of shares in the Company which would result – taking into consideration any transfer of shares by the Selling Shareholder – in a controlling interest of the purchaser substantially identical with the covenant made by the Selling Shareholder to the Underwriters as described above.

E.6 Amount and For the calculation of the net asset value attributable to the percentage of shareholders of the Company we use the consolidated net asset immediate value of EDAG Engineering Schweiz Sub-Holding AG as of dilution resulting September 30, 2015. This value is defined as total assets less total from the offering. non-current liabilities and provisions and total current liabilities and provisions of EDAG Engineering Schweiz Sub-Holding AG as shown in its unaudited condensed consolidated balance sheet included in its unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, which amounted to €146.51 million as of September 30, 2015. After subtracting the maximum estimated costs of the Offering and listing to be borne by the Company in the amount of €3.58 million, the net asset value of the Company would have been €142.93 million as of September 30, 2015, or €5.72 per Company’s share (based on 25,000 thousand shares). Based on an Offer Price at the mid-point of the Price Range, that would correspond to a direct dilution of €15.78, corresponding to 73.4%, per Company’s share (based on 25,000 thousand shares) for the parties acquiring the Offer Shares following the completion of the Offering.

E.7 Estimated Not applicable. Investors will not be charged expenses by the expenses charged Company or the Underwriters in connection with their role as to the investor by underwriters. the issuer.

31 ZUSAMMENFASSUNG DES PROSPEKTS

Zusammenfassungen bestehen aus geforderten Angaben, die als Punkte (“Punkte”) bezeichnet sind. Die Punkte sind in den Abschnitten A – E (A.1 – E.7) fortlaufend nummeriert. Diese Zusammenfassung enthält alle Punkte, die für die vorliegende Art der Wertpapiere und des Emittenten in eine Zusammenfassung aufzunehmen sind. Da einige Punkte nicht behandelt werden müssen, können in der Nummerierungsreihenfolge Lücken auftreten. Selbst wenn ein Punkt wegen der Art der Wertpapiere und des Emittenten in die Zusammenfassung aufgenommen werden muss, ist es möglich, dass in Bezug auf diesen Punkt keine relevanten Informationen gegeben werden können. In diesem Fall enthält die Zusammenfassung eine kurze Beschreibung des Punkts mit dem Hinweis “Entfällt”.

ABSCHNITT A–EINLEITUNG UND WARNHINWEISE A.1 Warnhinweise. Diese Zusammenfassung sollte als Einleitung zu diesem Prospekt verstanden werden. Bei jeder Entscheidung zur Anlage in die vorliegenden Wertpapiere sollte sich der Anleger auf die Prüfung des gesamten Prospekts stützen. Für den Fall, dass vor einem Gericht Ansprüche auf Grund der in diesem Prospekt enthaltenen Informationen geltend gemacht werden, könnte der als Kläger auftretende Anleger in Anwendung der einzelstaatlichen Rechtsvorschriften der Staaten des Europäischen Wirtschaftsraums (“EWR”) die Kosten für die Übersetzung des Prospekts vor Prozessbeginn zu tragen haben. Diejenigen Personen, die die Verantwortung für die Zusammenfassung einschließlich etwaiger Übersetzungen hiervon übernommen haben oder von denen der Erlass ausgeht, können haftbar gemacht werden, jedoch nur für den Fall, dass die Zusammenfassung irreführend, unrichtig oder widersprüchlich ist, wenn sie zusammen mit den anderen Teilen dieses Prospekts gelesen wird, oder sie, wenn sie zusammen mit den anderen Teilen dieses Prospekts gelesen wird, nicht alle erforderlichen Schlüsselinformationen vermittelt. Die EDAG Engineering Group AG, Arbon, Schweiz (die “Gesellschaft”), Morgan Stanley & Co. International plc (“Morgan Stanley”) und Deutsche Bank Aktiengesellschaft (“Deutsche Bank” und, zusammen mit Morgan Stanley, die “Joint Global Coordinators” und “Joint Bookrunners”) COMMERZBANK Aktiengesellschaft (“COMMERZBANK”) und M.M. Warburg & CO (AG&Co.)KGaA(“M.M. Warburg & CO” und, zusammen mit COMMERZBANK die “Co-Lead Managers”) und zusammen mit den Joint Global Coordinators, die “Konsortialbanken”) haben nach § 5 Abs. 2b Nr. 4 Wertpapierprospektgesetz die Verantwortung für den Inhalt dieser Zusammenfassung und ihrer Übersetzung ins Deutsche übernommen.

A.2 Verwendung des Entfällt. Eine Zustimmung zur Verwendung des Prospekts für eine Prospekts durch spätere Weiterveräußerung oder endgültige Platzierung der Finanzintermediäre. Aktien der Gesellschaft durch Finanzintermediäre wurde nicht erteilt.

32 ABSCHNITT B–EMITTENT B.1 Juristische und Die juristische Bezeichnung der Gesellschaft lautet EDAG kommerzielle Engineering Group AG. Die Gruppe (wie in B.3 definiert) operiert Bezeichnung. vorrangig unter ihrer kommerziellen Bezeichnung “EDAG”. B.2 Sitz und Die Gesellschaft hat ihren eingetragenen Sitz in Arbon und ihre Rechtsform des Geschäftsanschrift lautet Schlossgasse 2, 9320 Arbon, Schweiz. Sie Emittenten, ist im Handelsregister des Kantons Thurgau (das geltendes Recht, “Handelsregister”) unter der Nummer CHE-294.533.486 Land der eingetragen. Die Gesellschaft ist eine Aktiengesellschaft, die in Gründung. der Schweiz gegründet wurde und Schweizerischem Recht unterliegt.

B.3 Derzeitige Die Gesellschaft wurde von ihrem alleinigen Gesellschafter, der Geschäfts- und ATON GmbH, Mu¨ nchen, Deutschland (der “Abgebende Aktiona¨r”), Haupttätigkeiten am 2. November 2015 durch Einbringung einer Barkapitaleinlage in des Emittenten Ho¨ he von insgesamt CHF 1.000 Tausend gegen Ausgabe von 25.000 sowie die Tausend Inhaberaktien mit einem Nennbetrag von je CHF 0,04 Hauptmärkte, auf gegru¨ ndet. Seit ihrer Gru¨ ndung hat die Gesellschaft keine denen der Gescha¨ ftsta¨ tigkeit aufgenommen, keine Aktivposten erworben und Emittent vertreten ist keine Verbindlichkeiten eingegangen, mit Ausnahme solcher, ist. die in direktem Zusammenhang mit ihrer Gru¨ ndung und dem Angebot (wie in E.3 definiert) stehen. Gleichzeitig mit der Festlegung des Angebotspreises (wie in E.3 definiert) wird der Abgebende Aktiona¨r sa¨ mtliche Aktien der EDAG Engineering Schweiz Sub-Holding AG im Wege der Sacheinlage in die Kapitalru¨ cklage der Gesellschaft einbringen, wobei keine Ausgabe neuer Aktien erfolgt und auch keine andere Gegenleistung durch die Gesellschaft erbracht wird (die „Einbringung“). Die EDAG Engineering Schweiz Sub-Holding AG wurde am 14. September 2015 gegru¨ ndet und ha¨ lt indirekt u¨ ber die EDAG Engineering Holding GmbH, eine deutsche Zwischenholdinggesellschaft, alle Anteile an der EDAG Engineering GmbH. Die EDAG Engineering GmbH fu¨ hrt die in diesem Prospekt beschriebene Gescha¨ ftsta¨ tigkeit direkt oder indirekt u¨ ber ihre Tochtergesellschaften aus. Durch die Einbringung wird die Gesellschaft somit diese Gescha¨ ftsta¨ tigkeit u¨ bernehmen. Zum Zeitpunkt des Prospekts ist die Gesellschaft daher nicht Eigentümerin des Gescha¨ fts und wird dieses Geschäft erst gleichzeitig mit der Festlegung des Angebotspreises (wie in E.3 definiert) erwerben. Es werden keine Aktien der Gesellschaft verkauft oder gema¨ ß dem Angebot an Investoren geliefert werden, wenn nicht die Einbringung erfolgt ist. Als Folge wird die Gruppe (wie unten definiert) in diesem Prospekt, wenn nicht anders angegeben, so dargestellt, als wäre die Einbringung bereits erfolgt. Bezugnahmen auf “die Gesellschaft und ihre Tochterunternehmen”, „wir“, „uns“, „unser(e)“, „unsere Gruppe“, „die Gruppe“ oder „EDAG“ beziehen sich folglich auf die Gesellschaft zusammen mit der EDAG Engineering Schweiz Sub-Holding AG und ihren konsolidierten Tochtergesellschaften wie sie zum Zeitpunkt der Durchfu¨ hrung der Einbringung bestehen wird. Die Einbringung wird gleichzeitig mit der Festlegung des Angebotspreises (wie in E.3 definiert) und vor der Lieferung von Angebotsaktien (wie in E.3 definiert) an die Investoren, die sich an diesem Angebot (wie in E.3 definiert) beteiligen, stattfinden. Wo wir in diesem Prospekt historische Finanz- und Gescha¨ ftsinformationen fu¨ r die zum 31. Dezember 2014, 2013 und 2012 endenden Gescha¨ ftsjahre sowie fu¨ r den zum 30. September 2015 endenden Neunmonatszeitraum angeben, bezieht sich „wir“, „uns“, „unser(e)“, „unsere Gruppe“, „die

33 Gruppe“ oder „EDAG“ entsprechend auf (a) die EDAG Engineering Schweiz Sub-Holding AG und ihre konsolidierten Tochtergesellschaften hinsichtlich der konsolidierten Finanzinformationen fu¨ r den zum 30. September 2015 endenden Neunmonatszeitraum oder (b) die EDAG Engineering GmbH und ihre konsolidierten Tochtergesellschaften hinsichtlich der konsolidierten/kombinierten Finanzinformationen fu¨ r die zum 31. Dezember 2014, 2013 und 2012 endenden Gescha¨ ftsjahre sowie den zum 30. September 2014 endenden Neunmonatszeitraum. Wir sind gemessen an Umsatzerlösen und Mitarbeiterzahl einer der weltweit größten unabhängigen Ingenieursdienstleister in der Automobilindustrie (Quelle: A.T. Kearney GmbH Market assessment Engineering Service Provider Automotive 2020, July 2015 (“A.T. Kearney Report”)). Unabhängigkeit bedeutet in diesem Zusammenhang, dass kein Original Equipment Manufacturer (“OEM”) oder Zulieferer eine Mehrheit oder eine signifikante Minderheit an Anteilen an einem ESP hält. Wir sind auf die Entwicklung von Automobilkomponenten und -modulen, abgeleiteten Fahrzeugmodellen (“Derivaten”) und, in Einzelfällen, kompletten Fahrzeugen sowie Produktionsanlagen spezialisiert. Wir verfügen über langjährige enge Beziehungen zu allen großen deutschen OEMs in der Personenkraftwagen- und Nutzfahrzeugindustrie mit besonderem Schwerpunkt auf deutschen Premium-OEMs. Darüber hinaus haben wir weitere renommierte Automobil-OEMs als Kunden in Märkten außerhalb Deutschlands, insbesondere in Europa, gewonnen. In Ergänzung unseres Portfolios sind wir auch für Systemlieferanten in der Automobilindustrie tätig. Um die Ansprüche unserer Kunden zu erfüllen, folgen wir deren internationaler Ausrichtung und bieten unsere Leistungen weltweit an. Durch unser globales Netzwerk von 57 Standorten, die nah bei unseren Kunden an wichtigen Automobil-Zentren liegen, stellen wir sicher, dass die Kompetenzen der gesamten Gruppe unseren Kunden vor Ort zur Verfügung stehen. Insbesondere in Deutschland verfügen wir über ein dichtes Netzwerk von Standorten in der Nähe unserer wichtigsten Kunden. Zwar haben wir in dem zum 31. Dezember 2014 endenden Geschäftsjahr 78% unserer Umsatzerlöse in Deutschland erzielt, wo wir durchschnittlich auch circa 77% unserer gesamten Mitarbeiter beschäftigt haben, jedoch richtet sich unsere internationale Ausrichtung nach strategischen und an der Qualität orientierten Kriterien. Unsere Standorte in Niedriglohnländern wickeln hauptsächlich konzerninterne Verträge ab und ermöglichen uns unsere Leistungen zum Bestpreis anzubieten, während andere internationale Standorte, beispielsweise in China, unser vollständiges Portfolio an hochwertigen Lösungen sowohl deutschen OEMs als auch lokalen Automobilherstellern, die an Joint-Ventures mit deutschen und anderen westlichen OEMs beteiligt sind, anbieten. Wir bieten umfassende Fahrzeugkompetenzen über die gesamte Produkt-Wertschöpfungskette und den gesamten Lebenszyklus eines Fahrzeugs. Unser umfassendes Leistungsportfolio reicht vom Design über Produktentwicklung, Modellierung, Messkonstruktionen, Prototypenbau und Prüfung bis zur Entwicklung von schlüsselfertigen Produktionssystemen. Wir glauben, dass unsere Kompetenzen bei Produktionslösungen in Verbindung mit unseren Kompetenzen im Bereich der

34 Fahrzeugentwicklung unseren Kunden einen besonderen Wert bieten. Wir glauben, dass uns unsere umfassenden Kompetenzen im Fahrzeugbereich zu einem Premium-Ingenieursdienstleister in der Automobilindustrie machen und dass wir von unseren Kundenbeziehungen bei verschiedenen Produkten und Abteilungen unserer Kunden profitieren können. Unser besonderes Know-how ist die Begleitung und Unterstützung unserer Kunden von der ursprünglichen Idee bis hin zum fertigen Prototypen und schließlich der Produktion. Diese umfassende Fahrzeugkompetenz bei der Entwicklung ist Teil unserer Geschäftsstrategie und der Schlüssel zu unserem Erfolg. Auf Wunsch unserer Kunden beteiligen wir uns am gesamten Lebenszyklus eines Produkts und begleiten unsere Kunden bei Forschung und Weiterentwicklung über Konzeption und Design bis hin zur Serienentwicklung und schließlich zur Überwachung der Serienproduktion. Neben Fahrzeugentwicklungsleistungen erbringen wir auch zahlreiche Nebenleistungen entlang der Entwicklungskette wie beispielsweise Projektmanagement, Qualitätsmanagement, Lieferkettenmanagement und Dokumentation des Gesamtprojekts. Darüber hinaus sind unsere “produktionsoptimierten Lösungen” so gestaltet, dass die Realisierbarkeit des Produktionsprozesses für bestimmte Produkte und Designs sichergestellt ist. Feynsinn, unser Beratungsservice, bietet unseren Kunden einen umfassenden Service an, von der Konzeptionsphase bis zur Umsetzung, und berät zu Prozessen, Methodiken und Mitteln zur Optimierung von Entwicklungs- und Produktionssequenzen. Feynsinn bietet auch Durchführungsleistungen und Trainings an. Um die Ansprüche unserer Kunden zu erfüllen, legen wir besonderen Wert auf wichtige aktuelle Trends und Technologien in der Automobilindustrie, wie etwa Innovationen im Bereich CO2-Reduktion, Leichtbau, E-Mobilität und Car-IT.(1) Um die Erwartungen unserer Kunden erfüllen und zur Entwicklung der Automobilbranche beitragen zu können, passen wir unser Leistungsportfolio laufend an die sich verändernden Kundenbedürfnisse und Marktbedingungen an. Unsere Tochtergesellschaft BFFT Gesellschaft für Fahrzeugtechnik mbH (“BFFT”) beispielsweise verfügt über spezielle technische Kenntnisse im Bereich der elektrischen und elektronischen Entwicklung, die für die Entwicklung von Anwendungen wie Fahrassistenzsystemen und Sicherheitssystemen, Entertainment im Auto und Automobil-Konnektivität von entscheidender Bedeutung sind. BFFT unterstützt unsere Kunden außerdem bei der Entwicklung von Hardware und Software sowie alternativen Antriebstechnologien. Zudem betreiben wir eine Reihe von Elektroniklaboratorien und Testanlagen, wobei insbesondere unser zertifiziertes Testzentrum in Fulda hervorzuheben ist. Aufgrund der hohen Fachkenntnisse und langjährigen Erfahrung unserer Ingenieure können wir nach unserer Ansicht unsere Leistungen in jedem einzelnen Bereich mit erstklassiger Qualität

35 anbieten. Zudem haben wir Kompetenzzentren in den Bereichen “Leichtbau”, “E-Mobility”, “Car-IT” und “Neue Produktionstechnologie” aufgebaut. In diesen Kompetenzzentren wird das Spezialwissen unserer Fachleute aus verschiedenen Bereichen gebündelt und diese Kompetenzzentren ermöglichen es uns, das entsprechende Fachwissen weiterzuentwickeln und beizubehalten. Mit durchschnittlich 7.714 Mitarbeitern (einschließlich Auszubildender aber ausschließlich Mitarbeiter aus nicht fortgeführten Geschäftsbereichen) in dem zum 30. September 2015 endenden Neunmonatszeitraum (in dem zum 30. September 2014 endenden Neunmonatszeitraum: 7.450) haben wir eine Größe erreicht, die es uns nach unserer Auffassung erlaubt, als gefragter Ingenieursdienstleister für deutsche OEMs weiter erfolgreich zu wachsen. Insbesondere unsere Fähigkeit, Großprojekte abzuwickeln und Projekte in Form von Werkverträgen anstatt in der Form von Arbeitnehmerüberlassung anzubieten, was von einer wachsenden Zahl unserer Kunden nachgefragt wird, verschafft uns nach unserer Ansicht einen Wettbewerbsvorteil. Gleichzeitig besitzen wir aufgrund unserer Größe die Flexibilität und die Ressourcen, große und komplexe Projekte erfolgreich abzuwickeln. Das Geschäft der Gruppe ist in unsere drei Kern-Segmente aufgeteilt: Vehicle Engineering, Electrics/Electronics (“E/E”) und Production Solutions. In dem zum 30. September 2015 endenden Neunmonatszeitraum betrugen unsere Umsatzerlöse und Bestandsveränderung der Erzeugnisse € 534,0 Mio. (in dem zum 30. September 2014 endenden Neunmonatszeitraum: € 506,3 Mio.) In dem zum 31. Dezember 2014 endenden Geschäftsjahr verbuchten wir Umsatzerlöse und Bestandsveränderungen in Höhe von € 689,7 Mio. (in dem zum 31. Dezember 2013 endenden Geschäftsjahr: € 632,4 Mio., in dem zum 31. Dezember 2012 endenden Geschäftsjahr: € 415,2 Mio.) Auf Segmentebene betrugen unsere Umsatzerlo¨ se mit Dritten (d.h. unsere Umsatzerlo¨ se mit Unternehmen, die nicht Teil der EDAG Gruppe sind) in unserem Vehicle Engineering Segment € 334,3 Mio. in dem zum 30. September 2015 endenden Neunmonatszeitraum und € 307,2 Mio. in dem zum 30. September 2014 endenden Neunmonatszeitraum (in dem zum 31. Dezember 2014 endenden Gescha¨ ftsjahr: € 410,0 Mio., in dem zum 31. Dezember 2013 endenden Geschäftsjahr: € 387,4 Mio., in dem zum 31. Dezember 2012 endenden Geschäftsjahr: € 252,3 Mio.). Unsere Umsatzerlo¨ se mit Dritten in unserem Production Solutions Segment betrugen € 82,6 Mio. in dem zum 30. September 2015 endenden Neunmonatszeitraum und € 72,4 Mio. in dem zum 30. September 2014 endenden Neunmonatszeitraum (in dem zum 31. Dezember 2014 endenden Gescha¨ ftsjahr: € 100,8 Mio., in dem zum 31. Dezember 2013 endenden Geschäftsjahr: € 75,4 Mio., in dem zum 31. Dezember 2012 endenden Geschäftsjahr: € 67,7 Mio.). Unsere Umsatzerlo¨ se mit Dritten in unserem E/E Segment betrugen € 117,4 Mio. in dem zum 30. September 2015 endenden Neunmonatszeitraum und € 85,6 Mio. in dem zum 30. September 2014 endenden Neunmonatszeitraum (in dem zum 31. Dezember 2014 endenden Gescha¨ ftsjahr: € 123,7 Mio., in dem zum 31. Dezember 2013 endenden Geschäftsjahr: € 97,8 Mio., in dem zum 31. Dezember 2012 endenden Geschäftsjahr: € 37,5 Mio.).

36 Die oben gezeigten Finanzinformationen sind (i) dem gepru¨ ften Konzernabschluss der EDAG Engineering GmbH fu¨ r das zum 31. Dezember 2014 endende Gescha¨ ftsjahr, der die Vorjahreszahlen fu¨ r die zum 31. Dezember 2013 und zum 31. Dezember 2012 endenden Gescha¨ ftsjahre entha¨ lt, und (ii) dem ungepru¨ ften verku¨ rzten Konzernzwischenabschluss der EDAG Engineering Schweiz Sub-Holding AG fu¨ r den zum 30. September 2015 endenden Neunmonatszeitraum, der die ungepru¨ ften Vorjahreszahlen aus dem Konzernzwischenabschluss auf Ebene der EDAG Engineering GmbH fu¨ r den zum 30. September 2014 endenden Neunmonatszeitraum entha¨ lt, entnommen. Unsere Wettbewerbsstärken Š Wir sind im Wachstumsmarkt für Ingenieursdienstleistungen in der Automobilindustrie tätig und glauben dass wir gut aufgestellt sind, um über dem Marktdurchschnitt zu wachsen. Š Wir sind weltweit einer der größten unabhängigen Ingenieursdienstleister in der Automobilindustrie (Quelle: A.T. Kearney Report) und besitzen nach unserem Erachten die erforderliche Größe um erfolgreich in einem Markt zu agieren, auf dem Größe und Erfahrung eine wesentliche Rolle spielte. Š Wir denken, dass wir ein ausgewählter Partner für die Automobilindustrie sind und haben einen aus Bluechip Unternehmen bestehenden Kundenstamm mit einem Fokus auf deutsche Premium OEMs. Š Wir stehen nach unserer Ansicht für führende Technologie und Innovation basierend auf deutscher Ingenieurskunst und decken mit unserem Leistungsangebot die gesamte Fahrzeugwertschöpfungskette ab. Š Wir haben eine gut ausgebildete Belegschaft von Ingenieuren, ein erfahrenes Management und bieten interne Entwicklungsmöglichkeiten. Š Wir besitzen ein solides Finanzprofil, basierend auf starkem Umsatzwachstum und attraktiven finanziellen Erträgen. Unsere Strategie Š Weitere Verbesserung unserer Produktivität Š Fokussierung auf Innovation Š Ausbau unserer Attraktivität als Arbeitgeber Š Weiterer Ausbau unserer Marktposition Š Weitere Anhebung unserer Profitabilität Š Beibehaltung operativer Flexibilität B.4a Wichtigste jüngste Wir glauben dass die Entwicklung des Markts für Trends, die sich Ingenieursdienstleister in der Automobilindustrie positiv durch auf den globale Megatrends beeinflusst wird, die insbesondere die Emittenten und Bedu¨ rfnisse von OEMs und Zulieferern hinsichtlich Forschung und die Branchen, in Entwicklung (“F&E”) bestimmen. Folgerichtig hat dies auch denen er tätig ist, Einfluss auf die Nachfrage nach Ingenieursdienstleistungen. Diese auswirken. Trends können in industriespezifische Trends und spezifische Trends im Markt für Ingenieursdienstleister in der Automobilindustrie unterteilt werden.

37 Industriespezifische Trends beinhalten: Š die Notwendigkeit für OEMs, eine größere Vielzahl an Modellen sowie mehr Individualisierungsmöglichkeiten anzubieten; Š rapide Fortschritte in der Technologie sowie zunehmend umfassende Fahrzeugkonfigurations- und Aufbesserungsmöglichkeiten; Š die erhöhte Relevanz von “e-mobility”, z.B. hybride Elektrofahrzeuge, und anderen umweltfreundlichen Technologien, die auf einen geringeren Kraftstoffverbrauch

und eine Reduzierung von CO2 Emissionen abzielen; Š eine stetige Steigerung der elektronischen Komplexität von Fahrzeugen (Konnektivität und autonomes Fahren); Š neue Mobilitätskonzepte (car sharing) und Wettbewerber; und Š intelligente Produktionsanlagen (Industrie 4.0). Spezifische Trends im Markt für Ingenieursdienstleister in der Automobilindustrie beinhalten: Š einen Konsolidierungstrend in den letzten Jahren aufgrund der Anforderungen von OEMs an die Fähigkeit von Ingenieursdienstleistern in der Automobilindustrie im Rahmen der Auslagerung von Ingenieursprojekten große Projekte bewältigen zu können und volle Fahrzeugkompetenz vorzuweisen; Š eine Fokussierung der OEMs auf ihre Kernkompetenzen und eine Auslagerung von zunehmend komplexen Entwicklungstätigkeiten die nicht als strategisch erachtet werden; Š derzeitige Diskussionen in Deutschland über eine Neuregelung der Arbeitnehmerüberlassung mit dem Ziel, genauer zwischen Werkverträgen und Arbeitnehmerüberlassung zu differenzieren.

B.5 Beschreibung der Zum Datum dieses Prospekts hat die Gesellschaft keine Gruppe und der Tochtergesellschaften und kein operatives Geschäft. Nach Stellung des Durchführung der Einbringung wird die Gesellschaft die Emittenten Muttergesellschaft der Gruppe werden. Die Geschäftstätigkeit innerhalb dieser der Gruppe wird von der EDAG Engineering GmbH, die nach Gruppe. Durchführung der Einbringung eine indirekte Tochtergesellschaft der Gesellschaft sein wird, und ihren direkten und indirekten Tochtergesellschaften ausgeübt.

38 Das folgende Schaubild enthält eine vereinfachte Übersicht über die Organisation der Gruppe und die wesentlichen Tochtergesellschaften der Gesellschaft unter Annahme der Durchführung der Einbringung:

EDAG Engineering Group AG

100%

EDAG Engineering Schweiz Sub-Holding AG

100%

EDAG Engineering Holding GmbH

100%

EDAG Engineering GmbH

100% (direkt oder indirekt)

EDAG Production BFFT Gesellschaft für EDAG do Brasil, Ltda. Solutions GmbH & Co. Rücker Lypsa, S.L. Fahrzeugtechnik KG mbH

B.6 Personen, die eine Zum Datum dieses Prospekts halten folgende Personen direkt oder (meldepflichtige) indirekt eine meldepflichtige Beteiligung am Aktienkapital und direkte oder den Stimmrechten der Gesellschaft: indirekte Beteiligung am Wirtschaftliches (Indirektes) Eigenkapital und Eigentum den Stimmrechten an der Gesellschaft, des Emittenten in % halten. Beteiligung Direkte(r) (unmittelbar vor Letztlicher Anteilseigner Anteilseigner dem Angebot) Dr. Lutz Mario Helmig1 ...... ATON GmbH. . . 100,00 Summe ...... 100,00

1) Die von ATON GmbH gehaltenen Stimmrechte werden Dr. Lutz Mario Helmig gemäß § 22 Absatz 1 Wertpapierhandelsgesetz zugerechnet. Stimmrechte. Jede Aktie der Gesellschaft gewährt in der Generalversammlung der Gesellschaft eine Stimme. Beschränkungen des Stimmrechts bestehen nicht. Alle Aktien haben identische Stimmrechte. Unmittelbare oder Am Datum dieses Prospekts wird die Gesellschaft unmittelbar mittelbare vom Abgebenden Aktionär, der ATON GmbH, die 100% der Beherrschung des Anteile an der Gesellschaft hält, kontrolliert. ATON GmbH ist Emittenten und daher in der Lage, die finanziellen und operativen Geschicke der Art der Gesellschaft zu steuern. Der Abgebende Aktiona¨ r wird von Dr. Beherrschung. Lutz Mario Helmig kontrolliert. Nach Abschluss des Angebots (wie in E.3 definiert) wird der Abgebende Aktionär zusammen mit HORUS Vermo¨ gensverwaltungs GbR, eine Gesellschaft die von Dr. Lutz Mario Helmig kontrolliert wird und die Angebotsaktien (wie in E.3 definiert) im Zusammenhang mit diesem Angebot ohne bevorrechtigte Zuteilung erwerben kann (siehe unter E.4), mindestens 59,75% des Aktienkapitals an der Gesellschaft halten.

39 Der Abgebende Aktionär hat mit der Gesellschaft eine Vereinbarung geschlossen, in der er sich dazu verpflichtet, für den Zeitraum vom ersten Handelstag der Aktien der Gesellschaft an der Frankfurter Börse (derzeit erwartet für den 2. Dezember 2015) bis zum Tag der zweiten ordentlichen Generalversammlung der Gesellschaft nach dem ersten Handelstag, mindestens aber für einen Zeitraum von 19 Monaten ab erstem Handelstag in Bezug auf jene Anzahl von Aktien der Gesellschaft, die der Abgebende Aktionär direkt oder indirekt nach dem Abschluss des Angebots (wie in E.3 definiert) der Gesellschaft hält, Š an ordentlichen Generalversammlungen der Gesellschaft sein Stimmrecht nur bei der Hälfte der zur Wahl in den Verwaltungsrat der Gesellschaft (der ,,Verwaltungsrat’’) stehenden Personen auszuüben; Š an außerordentlichen Generalversammlungen der Gesellschaft sein Stimmrecht bei der Zuwahl von Personen in den Verwaltungsrat nur auszuüben, sofern und soweit im Fall der Wahl dieser Person die Gesamtzahl der Verwaltungsräte, welche mit den Stimmen des Abgebenden Aktionärs gewählt wurden, nicht die Mehrheit beträgt; Š an außerordentlichen Generalversammlungen der Gesellschaft, an denen über die Abwahl eines Mitglieds des Verwaltungsrates beschlossen werden soll, sein Stimmrecht nicht auszuüben, soweit im Fall einer Abwahl dieser Person die Mehrheit der im Verwaltungsrat verbleibenden Mitglieder mit den Stimmen des Abgebenden Aktionärs gewählt worden wäre, wobei im Falle einer außerordentlichen Generalversammlung der Gesellschaft vor der ersten ordentlichen Generalversammlung nach dem ersten Handelstag der Abgebende Aktionär in jedem Fall sein Stimmrecht nur bezüglich einer Abwahl von Thomas Eichelmann oder Sylvia Schwing (oder deren Nachfolger) ausüben würde; und Š an ordentlichen und außerordentlichen Generalversammlungen der Gesellschaft gegen jede Aufhebung der Statutenbestimmung, wonach der Präsident des Verwaltungsrates keinen Stichentscheid hat, zu stimmen. Der Abgebende Aktionär hat sich ferner dazu verpflichtet dafür zu sorgen, dass Personen, welche den Abgebenden Aktionär kontrollieren und welche Aktien der Gesellschaft halten, ihre Stimmrechte an den Aktien gemäß den vorstehenden Regeln ausüben. Soweit HORUS Vermo¨ gensverwaltungs GbR, eine Gesellschaft die von Dr. Lutz Mario Helmig kontrolliert wird, Angebotsaktien (wie in E.3 definiert) im Zusammenhang mit diesem Angebot (wie in E.3 definiert und siehe auch E.4) ohne bevorrechtigte Zuteilung erwirbt, wird HORUS Vermo¨ gensverwaltungs GbR Stimmrechts- vereinbarungen mit der Gesellschaft abschließen, die im Wesentlichen mit der Vereinbarung u¨ bereinstimmen, welche die Gesellschaft und der Abgebende Aktiona¨ r, wie oben beschrieben, abgeschlossen haben. B.7 Ausgewählte Wir haben eine komplexe Finanzgeschichte, wodurch sich die in wesentliche diesem Prospekt enthaltenen Finanzinformationen unter historische Umsta¨ nden nur begrenzt vergleichen lassen. Finanzinformationen.

40 Die Gesellschaft wurde am 2. November 2015 gegru¨ ndet. Da die Gesellschaft zum Datum dieses Prospekts keine Gescha¨ ftsta¨ tigkeit aufgenommen haben wird, keine Unternehmensgegensta¨ nde erworben haben wird oder Verbindlichkeiten eingegangen sein wird, abgesehen von den Kosten, die in direktem Zusammenhang mit ihrer Gründung oder dem Angebot (wie in E.3 definiert) stehen, stellen wir in diesem Prospekt keine Finanzinformationen der Gesellschaft dar, mit Ausnahme ihrer gepru¨ ften Ero¨ ffnungsbilanz zum 2. November 2015. Die in den nachstehenden Tabellen enthaltenen Finanzinformationen sind (i) dem gepru¨ ften Konzernabschluss der EDAG Engineering GmbH fu¨ r das zum 31. Dezember 2014 endende Gescha¨ ftsjahr, der die Vorjahreszahlen fu¨ r die zum 31. Dezember 2013 und zum 31. Dezember 2012 endende Gescha¨ ftsjahre entha¨ lt, und (ii) dem ungepru¨ ften verku¨ rzten Konzernzwischenabschluss der EDAG Engineering Schweiz Sub-Holding AG fu¨ r den zum 30. September 2015 endenden Neunmonatszeitraum, der die ungeprüften Vorjahreszahlen aus dem Zwischenabschluss auf Ebene der EDAG Engineering GmbH fu¨ r den zum 30. September 2014 endenden Neunmonatszeitraum entha¨ lt, entnommen. Die gepru¨ ften Konzernabschlu¨ sse wurden in U¨ bereinstimmung mit den Internationalen Rechnungslegungsvorschriften (“IFRS”), wie sie in der Europa¨ ischen Union anzuwenden sind, erstellt, wa¨ hrend der ungepru¨ fte verku¨ rzte Konzernzwischenabschluss gema¨ß denIFRSfu¨ r Zwischenberichterstattung (IAS 34) erstellt wurde. Der Konzernabschluss der EDAG Engineering GmbH für das zum 31. Dezember 2014 endende Geschäftsjahr, der die Vorjahreszahlen für das zum 31. Dezember 2013 endende Geschäftsjahr, die Eröffnungsbilanz zum 1. Januar 2013 und, auf kombinierter Grundlage, die Vorjahreszahlen für das zum 31. Dezember 2012 endende Geschäftsjahr enthält, wurde durch die PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Niederlassung Hannover, Deutschland (“PwC Germany”), geprüft und mit einem uneingeschränkten Bestätigungsvermerk versehen. Der vorgenannte geprüfte Konzernabschluss und der entsprechende Bestätigungsvermerk sind im Finanzteil dieses Prospekts enthalten. Unsere historischen Ergebnisse lassen nicht unbedingt auf die künftig zu erwartenden Ergebnisse schließen und unsere Zwischenergebnisse lassen nicht unbedingt auf die für das Gesamtjahr zu erwartenden Ergebnisse schließen. Am 14. September 2015 wurde die EDAG Engineering Schweiz Sub-Holding AG im Wege einer Sachgru¨ ndung durch Einbringung aller ausstehenden Anteile an der EDAG Engineering Holding GmbH, der deutschen Zwischenholdinggesellschaft, die alle Anteile an der EDAG Engineering GmbH ha¨ lt, gegru¨ ndet. Gleichzeitig mit der Festlegung des Angebotspreises (wie in E.3 definiert) wird der Abgebende Aktiona¨ r alle Anteile an der EDAG Engineering Schweiz Sub-Holding AG im Wege der Einbringung in die Gesellschaft einbringen. Nach der Einbringung wird die Gesellschaft daher direkt alle Anteile an der EDAG Engineering Schweiz Sub-Holding AG und indirekt durch die EDAG Engineering Schweiz Sub-Holding AG und die EDAG Engineering Holding GmbH alle Anteile an der EDAG Engineering GmbH halten. Die Gescha¨ ftsta¨ tigkeit der Gruppe wird von der EDAG Engineering GmbH, die nach Durchfu¨ hrung der

41 Einbringung eine indirekte Tochtergesellschaft der Gesellschaft sein wird, und ihren direkten und indirekten Tochtergesellschaften ausgeu¨ bt. Soweit nicht anders angegeben, stammen alle historischen konsolidierten/kombinierten Finanzinformationen, die in diesem Prospekt enthalten sind, entweder von der EDAG Engineering Schweiz Sub-Holding AG oder der EDAG Engineering GmbH. Zwischen dem 14. September 2015, dem Gru¨ ndungsdatum der EDAG Engineering Schweiz Sub-Holding AG, und dem 30. September 2015 haben zwischen der EDAG Engineering GmbH und der EDAG Engineering Holding GmbH bestimmte Transaktionen stattgefunden (insbesondere die U¨ bernahme einer Darlehensverbindlichkeit der EDAG Engineering GmbH in Ho¨he von € 107,3 Mio. zum 30. September 2015 durch die EDAG Engineering Holding GmbH), deren Effekte die Vergleichbarkeit der ungeprüften Finanzinformationen aus dem Konzern- Zwischenabschluss fu¨ r den zum 30. September 2015 endenden Neunmonatszeitraum, erstellt auf Ebene der EDAG Engineering GmbH, und den geprüften konsolidierten und kombinierten Finanzinformationen, die in diesem Prospekt fu¨ r die zum 31. Dezember 2012, 2013 und 2014 endenden Gescha¨ ftsjahre enthalten sind und auf Ebene der EDAG Engineering GmbH erstellt wurden, nachteilig beeinflussen würden. Um den Investoren besser vergleichbare Finanzinformationen fu¨rdiese Berichtszeitra¨umezurVerfu¨ gung zu stellen, legen wir den ungeprüften Konzern-Zwischenabschluss fu¨ r den zum 30. September 2015 endenden Neunmonatszeitraum auf Ebene der EDAG Engineering Schweiz Sub-Holding AG vor, der die ungeprüften Vorjahreszahlen aus dem Konzern- Zwischenabschluss fu¨ r den zum 30. September 2014 endenden Neunmonatszeitraum auf Ebene der EDAG Engineering GmbH entha¨lt. Darüber hinaus wurde die EDAG Engineering GmbH im April 2012 gegründet und im Juli 2012 vom Abgebenden Aktionär übernommen. Bis zum 1. Januar 2014 waren die EDAG Engineering GmbH und die EDAG GmbH & Co. KGaA (die ehemalige Muttergesellschaft der EDAG- Gruppe) Schwestergesellschaften unter der gemeinsamen Muttergesellschaft, dem Abgebenden Aktionär. Mit Wirkung ab dem 1. Januar 2014 wurde die EDAG GmbH & Co. KGaA im Wege einer gemischten Sacheinlage gegen die Übernahme bestimmter Finanzverbindlichkeiten auf die EDAG Engineering GmbH verschmolzen. Aus diesem Grund ist 2014 das erste Geschäftsjahr, für das wir einen Konzernabschluss für die EDAG Engineering GmbH und alle ihre aktuellen Tochtergesellschaften aufstellen konnten. Der geprüfte Konzernabschluss für das zum 31. Dezember 2013 endende Geschäftsjahr der EDAG Engineering GmbH umfasst den entsprechenden zum 31. Dezember 2013 endenden Zeitraum. Für das zum 31. Dezember 2012 endende Geschäftsjahr sind die Vorjahreszahlen jedoch kombiniert ausgewiesen und somit nur begrenzt vergleichbar. Zudem haben wir seit 2012 mehrere wesentliche Übernahmen und Veräußerungen vorgenommen, was die Vergleichbarkeit der Finanzinformationen im geprüften Konzernabschluss für das zum 31. Dezember 2014 endende Geschäftsjahr in diesem Prospekt weiter einschränken kann. Am 24. September 2012 hat die EDAG Engineering GmbH eine Mehrheit der Aktien an der Rücker AG,

42 einem technologischen Entwicklungsunternehmen, das (damals) auf die internationale Automobil-, Luft- und Raumfahrtindustrie spezialisiert war, erworben. Für die Zwecke der geprüften kombinierten Finanzinformationen für das zum 31. Dezember 2012 endende Geschäftsjahr wurde die Rücker-Gruppe für Bilanzierungszwecke mit Wirkung ab dem 1. Oktober 2012 erstmalig in den Kombinierungskreis aufgenommen. Am 18. Januar 2013 hat die EDAG Engineering GmbH die BFFT- Gruppe, einen herstellerunabhängigen Entwicklungsdienstleister für die Automobilindustrie übernommen. Für die Zwecke der geprüften konsolidierten Finanzinformationen für das zum 31. Dezember 2013 endende Geschäftsjahr wurde die BFFT- Gruppe für Bilanzierungszwecke mit Wirkung ab dem 1. Januar 2013 erstmalig in den Konsolidierungskreis aufgenommen. Wir haben mehrere Tochtergesellschaften veräußert, einschließlich der Aerospace-Töchter der Gruppe, die als Teil der Rücker-Gruppe erworben worden waren und für Bilanzierungszwecke mit Wirkung ab dem 1. Oktober 2012 in den Kombinierungskreis im Geschäftssegment Others aufgenommen worden waren; diese Tochtergesellschaften waren für das zum 31. Dezember 2013 endende Geschäftsjahr als Veräußerungsgruppe gemäß IFRS 5 klassifiziert. Die Ergebnisse dieser Tochtergesellschaften wurden daher in unserer geprüften Konzern-Gesamtergebnisrechnung für das zum 31. Dezember 2013 endende Geschäftsjahr ausgewiesen und deren Aktiva und Passiva wurden als zur Veräußerung gehaltene Vermögenswerte in unserer Konzern-Bilanz zum 31. Dezember 2013 ausgewiesen. Die Ergebnisse dieser Tochtergesellschaften in dem zum 31. März 2014 endenden Dreimonatszeitraum wurden in unsere geprüfte Konzern- Gesamtergebnisrechnung für das zum 31. Dezember 2014 endende Geschäftsjahr aufgenommen. Mit Wirkung ab dem 31. März 2014 hat die Gruppe ihre Anteile an diesen Aerospace- Töchtern veräußert, woraufhin diese Tochtergesellschaften für die Zwecke der geprüften konsolidierten Finanzinformationen für das zum 31. Dezember 2014 endende Geschäftsjahr nicht mehr im Konsolidierungskreis enthalten waren. Folglich waren die Aktiva und Passiva dieser Tochtergesellschaften nicht in der geprüften Konzern-Bilanz zum 31. Dezember 2014 enthalten. Zudem haben wir am 31. Mai 2014 die EKS InTec GmbH verkauft, woraufhin diese Tochtergesellschaft für die Zwecke der geprüften konsolidierten Finanzinformationen für das zum 31. Dezember 2014 endende Geschäftsjahr nicht mehr im Konsolidierungskreis enthalten war. Aufgrund dieser Effekte sind die in unserem geprüften Konzernabschluss für das zum 31. Dezember 2014 endende Geschäftsjahr dargestellten Finanzinformationen möglicherweise nicht in vollem Umfang vergleichbar; Anleger sollten die wesentlichen Unterschiede berücksichtigen, die sich aus den vorstehend beschriebenen Faktoren ergeben.

43 AUSGEWÄHLTE Die in der folgenden Tabelle dargestellten ausgewählten DATEN AUS ODER Finanzinformationen sind der Konzern-Gesamtergebnisrechnung ABGELEITET AUS aus dem ungeprüften verkürzten Konzern-Zwischenabschluss der DER KONZERN-/ EDAG Engineering Schweiz Sub-Holding AG für die zum 30. September 2015 und zum 30. September 2014 endenden KOMBINIERTEN Neunmonatszeiträume sowie der geprüften Konzern- GESAMTERGEBN- Gesamtergebnisrechnung für die zum 31. Dezember 2014 und ISRECHNUNG zum 31. Dezember 2013 endenden Geschäftsjahre und der geprüften kombinierten Gesamtergebnisrechnung für das zum 31. Dezember 2012 endende Geschäftsjahr der EDAG Engineering GmbH entnommen oder daraus abgeleitet: Neunmonatszeitraum zum 30. September Geschäftsjahr zum 31. Dezember

2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (geprüft soweit nicht anders (geprüft soweit nicht anders angegeben, (in TEUR) (ungeprüft, konsolidiert) angegeben, konsolidiert) kombiniert) GEWINN ODER VERLUST Fortzuführende Geschäftsbereiche Umsatzerlöse und Bestandsveränderung derErzeugnisse...... 534.035 506.286 689.748 632.412 415.181 Umsatzerlöse...... 534.375 513.954 697.458 620.127 415.836 Bestandsveränderung der 655מ 12.285 7.710מ 7.668מ 340מ ...... Erzeugnisse Sonstige Erträge ...... 15.324 22.187 58.868 16.326 20.267 79.514מ 104.943מ 115.823מ 78.719מ 72.877מ ...... Materialaufwand Rohertrag ...... 476.482 449.754 632.793 543.795 355.934 245.664מ 386.226מ 417.308מ 314.147מ 332.311מ...... Personalaufwand 12.475מ 24.984מ 25.613מ 18.202מ 18.087מ ...... Abschreibungen 62.313מ 94.062מ 102.229מ 70.517מ 81.132מ ...... Sonstige Aufwendungen Ergebnis vor Zinsen und Steuern (EBIT)(4) ...... 44.952 46.888 87.643 38.523 35.482 ÜBERLEITUNG AUF DAS BEREINIGTE ERGEBNIS (BEREINIGTES EBIT) Ergebnis vor Zinsen und Steuern (EBIT)(4) ...... 44.952 46.888 87.643 38.523 35.482 Bereinigungen: Aufwendungen (+) aus Kaufpreisallokation(5) ...... 5.499 5.260 6.965 8.351 1.338 Aufwendungen (+) aus / (מ) Erträge 4.777מ — 26.224מ 11.758מ — ...... (Entkonsolidierungen(6 aus der Auflösung von (מ) Erträge — — — — 2.177מ ...... (Rückstellungen(7 Aufwendungen (+) aus / (מ) Erträge Erstkonsolidierungen(8) ...... — 30 30 — — Aufwendungen (+) Verkaufsnebenkosten aus M&A- Transaktionen(9) ...... 71 499 866 — — Aufwendungen (+) Restrukturierung(10) ...... 6.329 3.972 4.845 2.791 — aus dem Verkauf von (מ) Erträge — — 18.405מ — 250מ ...... (Immobilien(11 Aufwendungen (+) aus dem Verkauf von Immobilien(12) ...... 381 — 1.292 — — Aufwendungen (+) aus Impairment Immobilien(13) ...... — — 865 — — Bereinigtes Ergebnis (bereinigtes EBIT)(4) ...... 54.805 44.891 57.877 49.665 32.043 Bereinigtes Kern-EBIT(14) (ungepru¨ ft) .... 55.076 42.616 53.185 42.984 29.566 Bereinigte Kern-EBIT Marge (%)(15)(ungepru¨ ft) ...... 10,3% 9,1% 8,4% 7,7% 8,3% Ergebnis vor Zinsen und Steuern (EBIT)(4) ...... 44.952 46.888 87.643 38.523 35.482 Ergebnis aus at-equity bewerteten Beteiligungen ...... 1.052 — — — 50 Finanzierungserträge ...... 1.841 518 1.035 1.487 2.997 5.938מ 8.301מ 11.752מ 9.142מ 8.050מ ...... Finanzierungsaufwendungen 2.891מ 6.814מ 10.717מ 8.624מ 5.157מ ...... Finanzergebnis Ergebnis vor Steuern aus fortzuführenden Geschäftsbereichen ...... 39.795 38.264 76.926 31.709 32.591 7.672מ 9.982מ 18.688מ 9.295מ 12.337מ ...... Ertragsteuern Ergebnis nach Steuern aus fortzuführenden Geschäftsbereichen .. 27.458 28.969 58.238 21.727 24.919 Aufgegebene Geschäftsbereiche(16) Ergebnis nach Steuern aus aufgegebenen 767מ 1.905מ Geschäftsbereichen ...... — 1.550 1.586 Gewinn oder Verlust ...... 27.458 30.519 59.824 19.822 24.152

VON DEM GEWINN ODER VERLUST ENTFALLEN AUF: Anteilseigner des Mutterunternehmens . . 27.423 30.573 59.868 18.634 24.277 Minderheitsanteile (Non-Controlling 125מ 1.188 43מ 54מ Interest)...... 36

44 (1) Das operative Ergebnis verschiedener Tochtergesellschaften, die während des zum 30. September 2015 endenden Neunmonatszeitraums oder zum 31. Dezember 2014 endenden Geschäftsjahres veräußert wurden, ist nur für die Zeiträume vor der jeweiligen Veräußerung dargestellt.

(2) Daten für die zum 31. Dezember 2014 und zum 31. Dezember 2013 endenden Geschäftsjahre sind konsolidiert dargestellt und umfassen jeweils das Geschäft der Rücker-Gruppe und das Geschäft der BFFT-Gruppe für das gesamte Geschäftsjahr.

(3) Daten für das zum 31. Dezember 2012 endende Geschäftsjahr sind kombiniert dargestellt und umfassen das Geschäft der Rücker-Gruppe mit bilanzieller Wirkung ab dem 1. Oktober 2012, dem Datum der erstmaligen Aufnahme der Rücker- Gruppe in unseren Kombinierungskreis für die Zwecke unserer geprüften kombinierten Finanzinformationen. Daten enthalten nicht das Geschäft der BFFT- Gruppe, die mit bilanzieller Wirkung vom 1. Januar 2013 erworben wurde.

(4) EBIT und bereinigtes EBIT sind keine IFRS-Kennzahlen. EBIT bedeutet Ergebnis vor Zinsen und Steuern, bereinigtes EBIT bedeutet das um Sonderposten bereinigte EBIT. Während die im EBIT und bereinigtem EBIT dargestellten Beträge aus unserem geprüften Konzernabschluss für das zum 31. Dezember 2014 endende Geschäftsjahr bzw. unserem ungeprüften verkürzten Konzernzwischenabschluss für den zum 30. September 2015 endenden Neunmonatszeitraum abgeleitet sind, stellen diese Kennzahlen keine gemäß IFRS berechneten Finanzkennzahlen dar. Dementsprechend sind EBIT und bereinigtes EBIT als Ergänzung zu den Kennzahlen in unserer Konzern-/kombinierten Gesamtergebnisrechnung oder unserer Konzern-/ kombinierten Kapitalflussrechnung, die gemäß IFRS aufgestellt wurden, zu verstehen und sind nicht als deren Ersatz zu betrachten. Unsere Geschäftsleitung verwendet das EBIT und das bereinigte EBIT zur Bewertung unserer operativen Leistung und als Maßstab für den wirtschaftlichen Erfolg unseres Geschäfts. Zudem stellen EBIT und bereinigtes EBIT unserer Ansicht nach Kennzahlen dar, die von Investoren üblicherweise verwendet werden. Das in diesem Prospekt dargestellte EBIT und das in diesem Prospekt dargestellte bereinigte EBIT sind unter Umständen nicht mit ähnlich bezeichneten Kennzahlen anderer Unternehmen vergleichbar, weil diese Kennzahlen möglicherweise unterschiedlich berechnet werden.

(5) Aufwendungen aus Kaufpreisallokation bilden die Effekte der Abschreibung von Unterschiedsbeträgen aufgrund der den Käufen der Rücker-Gruppe, der BFFT- Gruppe und iSILOG GmbH zuzurechnenden Kaufpreisallokation in Höhe von € 4,2 Mio. bzw. € 1,2 Mio. bzw. € 0,1 Mio. für den zum 30. September 2015 endenden Neunmonatszeitraum, der den Käufen der Rücker-Gruppe und der BFFT- Gruppe und zuzurechnenden Kaufpreisallokation in Höhe von € 4,0 Mio. bzw. € 1,2 Mio. für den zum 30. September 2014 endenden Neunmonatszeitraum, der den Käufen der Rücker-Gruppe und der BFFT-Gruppe zuzurechnenden Kaufpreisallokation in Höhe von € 5,3 Mio. bzw. € 1,6 Mio. für das zum 31. Dezember 2014 endende Geschäftsjahr und von € 5,3 Mio. bzw. € 3,0 Mio. für das zum 31. Dezember 2013 endende Geschäftsjahr ab. Für das zum 31. Dezember 2012 endende Geschäftsjahr bilden Aufwendungen aus Kaufpreisallokation die Effekte der Abschreibung von Unterschiedsbeträgen aufgrund der dem Kauf der Rücker-Gruppe zuzurechnenden Kaufpreisallokation in Höhe von € 1,3 Mio. ab.

(6) Erträge/Aufwendungen aus Entkonsolidierungen für den zum 30. September 2014 endenden Neunmonatszeitraum bilden die Veräußerungen unserer Aerospace- Tochtergesellschaften (die zuvor Teil der Rücker-Gruppe gewesen waren) (€ 4,0 Mio.) und der EKS InTec GmbH (€ 8,0 Mio.) ab. Erträge/Aufwendungen aus Entkonsolidierungen für das zum 31. Dezember 2014 endende Geschäftsjahr bilden die Veräußerungen unserer Aerospace-Tochtergesellschaften (€ 4,6 Mio.), der EKS InTec GmbH (€ 8,0 Mio.) und des Geschäftsbereichs „Werkzeug und Karosseriesysteme Eisenach” im Wege einer Abspaltung zur Aufnahme in die EDAG Werkzeug + Karosserie GmbH (€ 14,4 Mio.) ab. In dem zum 31. Dezember 2012 endenden Geschäftsjahr enthalten Erträge/Aufwendungen aus Entkonsolidierungen die Entkonsolidierung der Rosata Grundstücks- Vermietungsgesellschaft mbH & Co. Objekt Fulda-West KG.

(7) Erträge aus der Auflösung von Rückstellungen umfassen die Auflösung von Rückstellungen hinsichtlich Abfindungszahlungen und Provisionen im Zusammenhang mit Sale-and-lease-back Transaktionen.

(8) Erträge/Aufwendungen aus Erstkonsolidierungen bilden die Erstkonsolidierung der russischen Tochtergesellschaft EDAG Production Solutions RU OOO (Obschtschestwo s ogranitschennoi otwetstwennostju) ab.

(9) Aufwendungen Verkaufsnebenkosten aus M&A-Transaktionen bilden Folgekosten im Zusammenhang mit der Veräußerung bestimmter Tochtergesellschaften und Kosten im Zusammenhang mit einer Verschmelzung (EDAG Testing Solutions GmbH) für die zum 30. September 2015 und zum 30. September 2014 endenden Neunmonatszeiträume, und Kosten aufgrund der Veräußerung bestimmter Tochtergesellschaften, einschließlich der Aerospace-Töchter und der EKS Intec GmbH, das zum 31. Dezember 2014 endende Geschäftsjahr ab.

45 (10) Aufwendungen aus Restrukturierung setzen sich zusammen aus Aufwendungen für Beratung und Reengineering (€ 5,7 Mio. bzw. € 1,4 Mio.) sowie aus Abfindungszahlungen (€ 0,6 Mio. bzw. € 2,6 Mio.) für die zum 30. September 2015 und zum 30. September 2014 endenden Neunmonatszeiträume, Aufwendungen für Beratung und Reengineering (€ 1,6 Mio.) und Abfindungszahlungen (€ 3,2 Mio.) für das zum 31. Dezember 2014 endende Geschäftsjahr sowie für Abfindungen (€ 0,7 Mio.) und Beratung (€ 2,1 Mio.) für das zum 31. Dezember 2013 endende Geschäftsjahr ab.

(11) Erträge aus dem Verkauf von Immobilien für das zum 31. Dezember 2014 endende Geschäftsjahr bilden die Veräußerung von Immobilien (€ 2,5 Mio.) und die Erträge aus einer Sale-and-lease-back-Transaktion (€ 15,9 Mio.) ab.

(12) Aufwendungen aus dem Verkauf von Immobilien im Zusammenhang mit einer Sale-and-Leaseback Transaktion sind Folgekosten im Neunmonatszeitraum zum 30. September 2015 und Aufwendungen für Beratung (€ 0,1 Mio.) und Verkaufsprovisionen (€ 1,2 Mio.) zum 31. Dezember 2014 endenden Geschäftsjahr.

(13) Aufwendungen aus Impairment Immobilien für das zum 31. Dezember 2014 endende Geschäftsjahr bilden die Minderung des Verkehrswerts von Immobilien einer Tochtergesellschaft in der Tschechischen Republik ab.

(14) Bereinigtes Kern-EBIT ist keine IFRS-Kennzahl. Die erste Komponente des bereinigten Kern-EBITs ist die Summe des EBITs unserer drei Kern-Segmente (Vehicle Engineering, Electrics/Electronics und Production Solutions) unter Ausschluss unseres Segments Others. Die zweite Komponente bestehend aus der Anpassung der Konzern-Kaufpreisallokation wird der ersten Komponente hinzugerechnet. Diese Anpassung der Konzern-Kaufpreisallokation ist ausschließlich den drei Kernsegmenten (Vehicle Engineering, Electrics/Electronics und Production Solutions) zuzuordnen. Es entfallen keine Anpassungen der Konzern-Kaufpreisallokation auf das Segment Other. Unsere Gescha¨ ftsleitung verwendet das bereinigte Kern-EBIT zur Bewertung unserer operativen Leistung und als Maßstab fu¨ r den Erfolg unseres Gescha¨ fts. Wa¨ hrend die im bereinigten Kern-EBIT dargestellten Betra¨ ge aus unserem gepru¨ ften Konzernabschluss fu¨rdas zum 31. Dezember 2014 endende Gescha¨ ftsjahr bzw. unserem ungepru¨ften verku¨ rzten Konzernzwischenabschluss fu¨ r den zum 30. September 2015 endenden Neunmonatszeitraum abgeleitet sind, stellt diese Kennzahl keine gema¨ß IFRS berechnete Finanzkennzahl dar. Dementsprechend ist das bereinigte Kern-EBIT als Erga¨ nzung zu den Kennzahlen in unserer Konzern-/kombinierten Gesamtergebnisrechnung oder unserer Konzern-/kombinierten Kapitalflussrechnung, die gema¨ ß IFRS aufgestellt wurden, zu verstehen und ist nicht als deren Ersatz zu betrachten.

(15) Bereinigte Kern-EBIT Marge ist keine IFRS-Kennzahl. Die bereinigte Kern-EBIT Marge bildet das Verha¨ ltnis unseres bereinigten Kern-EBITs zu den Umsatzerlo¨sen (einschließlich Bestandsvera¨ nderung der Erzeugnisse) unserer drei Kern-Segmente (Vehicle Engineering, Electrics/Electronics und Production Solutions, unter Ausschluss unseres Segments Others) mit Dritten ab. Wa¨ hrend die in der bereinigten Kern-EBIT Marge dargestellten Betra¨ ge aus unserem gepru¨ften Konzernabschluss fu¨ r das zum 31. Dezember 2014 endende Gescha¨ ftsjahr bzw. unserem ungepru¨ftenverku¨ rzten Konzernzwischenabschluss fu¨ r den zum 30. September 2015 endenden Neunmonatszeitraum abgeleitet sind, stellt diese Kennzahl keine gema¨ ß IFRS berechnete Finanzkennzahl dar. Deshalb ist die bereinigte Kern-EBIT Marge als Erga¨ nzung zu den Kennzahlen in unserer Konzern-/ kombinierten Gesamtergebnisrechnung oder unserer Konzern-/kombinierten Kapitalflussrechnung, die gema¨ ß IFRS aufgestellt wurden, zu verstehen und ist nicht als deren Ersatz zu betrachten.

(16) Aufgegebene Geschäftsbereiche bildet Aufwendungen im Zusammenhang mit einer Abstandszahlung in dem zum 30. September 2014 endenden Neunmonatszeitraum und dem zum 31. Dezember 2014 endenden Geschäftsjahr, Rückstellungen im Zusammenhang mit der Veräußerung des Geschäftsbereichs „Production” in dem zum 31. Dezember 2013 endenden Geschäftsjahr sowie die Aktiva, Passiva und Rückstellungen der Geschäftsbereiche „Production Systems” und „Production” in dem zum 31. Dezember 2012 endenden Geschäftsjahr, die als zur Veräußerung gehalten klassifiziert und 2012 vollständig entkonsolidiert wurden, ab.

46 AUSGEWÄHLTE Die in der folgenden Tabelle dargestellten ausgewählten DATEN AUS DER Finanzinformationen sind der ungeprüften Konzern-Bilanz zum KONZERN-/ 30. September 2015 der EDAG Engineering Schweiz Sub-Holding KOMBINIERTEN AG sowie der geprüften Konzern-Bilanz zum 31. Dezember 2014 und 31. Dezember 2013 und der geprüften kombinierten Bilanz BILANZ zum 31. Dezember 2012 der EDAG Engineering GmbH entnommen:

Zum 30. September Zum 31. Dezember Zum 1. Januar 2015 2014(1) 2013(1) 2013(2) (ungeprüft, (geprüft, (geprüft, (in TEUR) konsolidiert) konsolidiert) kombiniert)

AKTIVA Langfristiges Vermögen ...... 187.333 183.193 208.920 173.714 Kurzfristiges Vermögen ...... 311.256 301.364 295.712 209.173 Summe Aktiva ...... 498.589 484.557 504.632 382.887

PASSIVA Summe Eigenkapital ...... 146.512 117.411 102.922 113.005 Langfristiges Fremdkapital ...... 200.382 201.131 234.543 40.402 Kurzfristiges Fremdkapital ...... 151.695 166.015 167.167 229.480 Summe Passiva ...... 498.589 484.557 504.632 382.887

(1) Daten zum 31. Dezember 2014 und zum 31. Dezember 2013 sind konsolidiert dargestellt und umfassen jeweils das Geschäft der Rücker-Gruppe sowie das Geschäft der BFFT-Gruppe. Zudem wurde unser Aerospace-Geschäft, das vormals Teil der Rücker-Gruppe war, in unsere geprüften kombinierten Finanzinformationen zum 31. Dezember 2012 aufgenommen. Zum 31. Dezember 2013 wurde unser Aerospace-Geschäft als „Veräußerungsgruppe” gemäß IFRS 5 klassifiziert und am 31. März 2014 veräußert.

(2) Daten zum 1. Januar 2013 sind kombiniert dargestellt und umfassen das Geschäft der Rücker-Gruppe. Daten enthalten nicht das Geschäft der BFFT-Gruppe, die mit bilanzieller Wirkung ab dem 1. Januar 2013 erworben wurde.

AUSGEWÄHLTE Die in der folgenden Tabelle dargestellten ausgewählten DATEN AUS DER Finanzinformationen der EDAG Engineering Schweiz Sub-Holding KONZERN-/ AG sind der ungeprüften Konzern-Kapitalflussrechnung für die KOMBINIERTEN zum 30. September 2015 und zum 30. September 2014 endenden Neunmonatszeiträume sowie der geprüften Konzern- KAPITALFLUS- Kapitalflussrechnung für die zum 31. Dezember 2014 und SRECHNUNG zum 31. Dezember 2013 endenden Geschäftsjahre und der geprüften kombinierten Konzern-Kapitalflussrechnung für das zum 31. Dezember 2012 endende Geschäftsjahr der EDAG Engineering GmbH entnommen:

Neunmonatszeitraum zum 30. September Geschäftsjahr zum 31. Dezember 2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (ungeprüft, (geprüft, (geprüft, (in TEUR) konsolidiert) konsolidiert) kombiniert) Mittelzufluss-/-abfluss aus laufender Geschäftstätigkeit/ 44.788 21.029 56.718 12.152 16.259מ...... Operating Cash Flow Mittelzufluss-/-abfluss aus der Investitionstätigkeit/Investing 53.048מ 62.440מ 32.596מ 41.900מ 16.061מ...... Cash Flow Mittelzufluss/-abfluss aus der Finanzierungstätigkeit/ 6.443מ 75.979 54.774מ 17.419מ Financing Cash Flow ...... 20.423 Free Cash Flow (FCF) – Equity 8.260מ 41.411מ 24.122 29.748מ 32.320מ...... (Approach(4

(1) Daten der verschiedener Tochtergesellschaften, die während des zum 30. September 2015 endenden Neunmonatszeitraums oder zum 31. Dezember 2014 endenden Geschäftsjahres veräußert wurden, sind nur für die Zeiträume vor der jeweiligen Veräußerung berücksichtigt.

47 (2) Daten für die zum 31. Dezember 2014 und zum 31. Dezember 2013 endenden Geschäftsjahre sind konsolidiert dargestellt und umfassen jeweils das Geschäft der Rücker-Gruppe und das Geschäft der BFFT-Gruppe für das gesamte Geschäftsjahr. Zudem wurde unser Aerospace-Geschäft, das vormals Teil der Rücker-Gruppe war, in unsere geprüften kombinierten Finanzinformationen für das zum 31. Dezember 2012 endende Geschäftsjahr mit bilanzieller Wirkung ab dem 1. Oktober 2012, dem Datum der erstmaligen Aufnahme der Rücker-Gruppe in unseren Kombinierungskreis für die Zwecke unserer geprüften kombinierten Finanzinformationen, aufgenommen.

(4) Free Cash Flow (FCF) – Equity Approach ist keine IFRS-Kennzahlen und bildet den Operating Cash Flow abzüglich des Investing Cash Flow ab. Während die unter Free Cash Flow (FCF) – Equity Approach ausgewiesenen Beträge aus unserem geprüften Konzernabschluss für das zum 31. Dezember 2014 endende Geschäftsjahr bzw. unserem ungeprüften verkürzten Konzernzwischenabschluss für den zum 30. September 2015 endenden Neunmonatszeitraum abgeleitet wurden, stellt diese Kennzahl keine gemäß IFRS berechnete Finanzkennzahl dar. Dementsprechend ist Free Cash Flow (FCF) – Equity Approach als Ergänzung zu den Kennzahlen in unseren konsolidierten oder kombinierten Kapitalflussrechnungen, die gemäß IFRS aufgestellt wurden, zu verstehen und ist nicht als deren Ersatz zu betrachten. Der in diesem Prospekt dargestellte Free Cash Flow (FCF) – Equity Approach ist unter Umständen nicht mit ähnlich bezeichneten Kennzahlen anderer Unternehmen vergleichbar, weil diese Kennzahlen möglicherweise unterschiedlich berechnet werden. Wesentliche Ertragslage Änderungen der In dem zum 30. September 215 endenden Neunmonatszeitraum Finanzlage und sowie in den Geschäftsjahren 2014, 2013 und 2012 haben sich des Betriebserg- folgende wesentliche Änderungen der Ertragslage der Gruppe ebnisses des ergeben. Emittenten in dem oder nach dem Zum 30. September 2014 und zum 30. September 2015 endenden von den Neunmonatszeiträume wesentlichen Unsere Gesamtleistung konnte von € 506,3 Mio. in dem zum historischen 30. September 2014 endenden Neunmonatszeitraum um Finanzinfor- € 27,7 Mio., oder 5,5%, auf € 534,0 Mio. in dem zum mationen 30. September 2015 endenden Neunmonatszeitraum gesteigert abgedeckten werden. Diese Anstiege sind in erster Linie auf einer Steigerung Zeitraum. der Kundennachfrage fu¨ r Ingenieursdienstleistungen und unsere erfolgreiche Rekrutierung von zusa¨ tzlichen Mitarbeitern zuru¨ ckzufu¨ hren, wodurch wir ho¨ here Kapazita¨ ten schaffen konnten und im Rahmen der gestiegenen Nachfrage eine gro¨ ßere Anzahl von Projekten annehmen konnten. Die erho¨ hte Kundennachfrage war wiederum auf positive Trends in der globalen Wirtschaftsentwicklung und der Automobilindustrie zuru¨ ckzufu¨ hren, die OEMs dazu veranlassten, gro¨ ßere und komplexere Arbeitspakete an externe Entwicklungsdienstleister zu vergeben. Neben den oben beschriebenen positiven Trends ist der Anstieg in unserem Electrics/Electronics Segment hauptsa¨ chlich auf einen ho¨ heren Umfang von Werkvertra¨ gen im Vergleich zu Arbeitnehmeru¨ berlassungen zuru¨ ckzufu¨ hren. Unser Ergebnis vor Zinsen und Steuern (EBIT) sank von € 46,9 Mio. in dem zum 30. September 2014 endenden Neunmonatszeitraum um € 1,9 Mio., oder 4,1%, auf € 45,0 Mio. in dem zum 30. September 2015 endenden Neunmonatszeitraum. Dieser

48 Ergebnisru¨ ckgang ist teilweise zuru¨ ckzufu¨ hren auf geringere Erlo¨ se aus Dekonsolidierungen in Ho¨ he von € 11,8 Mio. in dem zum 30. September 2014 endenden Neunmonatszeitraum sowie ho¨ here Ausgaben fu¨ r Restrukturierung. Dagegen wirken sich eine Fixkostendegression aufgrund einer Steigerung der Gesamtleistung sowie ho¨ here Margen im Zusammenhang mit Kundenprojekten positiv aus. Das bereinigte EBIT stieg von € 44,9 Mio. in dem zum 30. September 2014 endenden Neunmonatszeitraum um € 9,9 Mio., oder 22,1%, auf € 54,8 Mio. in dem zum 30. September 2015 endenden Neunmonatszeitraum. Dieser Anstieg war teilweise zuru¨ ckzufu¨ hren auf eine Fixkostendegression aufgrund einer Steigerung der Gesamtleistung sowie ho¨ heren Margen im Zusammenhang mit Kundenprojekten. Unser Bereinigtes Kern-EBIT, welches das Bereinigte EBIT unserer drei Segmente Vehicle Engineering, Production Solutions und Electrics/Electronics umfasst und unser Others Segment nicht beru¨ cksichtigt, stieg von € 42,6 Mio. in dem zum 30. September 2014 endenden Neunmonatszeitraum um € 12,5 Mio., oder 29,2%, auf € 55,1 Mio. in dem zum 30. September 2015 endenden Neunmonatszeitraum. Unsere Bereinigte Kern-EBIT Marge, welche die Bereinigte EBIT Marge für unsere drei Segmente Vehicle Engineering, Production Solutions und Electrics/Electronics darstellt, stieg um 1,2 Prozentpunkte, von 9,1% in dem zum 30. September 2014 endenden Neunmonatszeitraum auf 10,3% in dem zum 30. September 2015 endenden Neunmonatszeitraum, hauptsa¨ chlich aufgrund von Kosten- und Synergieeffekten aufgrund der Integration der Ru¨ cker Gruppe. Geschäftsjahre 2014 und 2013 Unsere Gesamtleistung konnte von € 632,4 Mio. in dem zum 31. Dezember 2013 endenden Geschäftsjahr um € 57,3 Mio., oder 9,1%, auf € 689,7 Mio. in dem zum 31. Dezember 2014 endenden Geschäftsjahr gesteigert werden. Diese Anstiege waren in erster Linie auf die positiven Trends in der globalen Wirtschaftsentwicklung und der Automobilindustrie zurückzuführen, die OEMs dazu veranlassten, größere und komplexere Arbeitspakete an externe Entwicklungsdienstleister zu vergeben, sowie auf die Anstellung weiterer Ingenieure, wodurch wir eine höhere Anzahl an Projekten bedienen konnten. Unser Ergebnis vor Zinsen und Steuern (EBIT) stieg erheblich, von € 38,5 Mio. in dem zum 31. Dezember 2013 endenden Geschäftsjahr um € 49,1 Mio., oder 127,5%, auf € 87,6 Mio. in dem zum 31. Dezember 2014 endenden Geschäftsjahr. Neben höheren Umsatzerlösen, die auf positiven Trends in der globalen Wirtschaftsentwicklung und der Automobilindustrie, einer höheren Anzahl an Projekten und der abgeschlossenen Integration der Rücker-Gruppe beruhten, war diese deutliche Ergebnissteigerung teilweise zurückzuführen auf Sondereffekte durch den Verkauf der Rücker-Aerospace-Gesellschaften, den Verkauf der EKS InTec GmbH sowie durch Immobilienverkäufe. Ferner wurde der Teilbetrieb „Werkzeug und Karosseriesysteme Eisenach” der EDAG Engineering GmbH zunächst in die EDAG

49 Werkzeug + Karosserie GmbH ausgegliedert. In diesem Zusammenhang erwarb die FFT Produktionssysteme GmbH & Co. KG 51% der Anteile des Unternehmens in dem zum 31. Dezember 2014 endenden Geschäftsjahr, während die verbleibenden 49% der Anteile in dem zum 31. Dezember 2014 endenden Geschäftsjahr mit der Equity-Methode erfasst wurden. Geschmälert wurden diese positiven Sondereffekte aus Verkäufen durch Restrukturierungsaufwendungen im Zusammenhang mit der 2014 umgesetzten Verschmelzung der EDAG Engineering GmbH und der Rücker-Gruppe, den daraus resultierenden Abschreibungen aus der Kaufpreisallokation sowie einem Impairment auf ein Gebäude, das als zur Veräußerung verfügbar qualifiziert wurde. Bereinigt um diese Sondereffekte betrug das bereinigte EBIT in dem zum 31. Dezember 2014 endenden Geschäftsjahr € 57,9 Mio., was einer Steigerung von € 8,2 Mio. oder 16,5% gegenüber dem bereinigten EBIT für das zum 31. Dezember 2013 endende Geschäftsjahr entspricht. Unser Bereinigtes Kern-EBIT stieg von € 43,0 Mio. in dem zum 31. Dezember 2013 endenden Geschäftsjahr um € 10,2 Mio., oder 23,7%, auf € 53,2 Mio. in dem zum 31. Dezember 2014 endenden Geschäftsjahr. Unsere Bereinigte Kern-EBIT-Marge stieg um 0,7 Prozentpunkte, von 7,7% in dem zum 31. Dezember 2013 endenden Geschäftsjahr auf 8,4% in dem zum 31. Dezember 2014 endenden Geschäftsjahr. Geschäftsjahre 2013 und 2012 Unsere Gesamtleistung konnte um € 217,2 Mio., oder 52,3%, von € 415,2 Mio. in dem zum 31. Dezember 2012 endenden Geschäftsjahr auf € 632,4 Mio. in dem zum 31. Dezember 2013 endenden Geschäftsjahr gesteigert werden. Diese Steigerungen waren in erster Linie auf die vollständige Konsolidierung der Rücker-Gruppe und der BFFT-Gruppe in dem zum 31. Dezember 2013 endenden Geschäftsjahr zurückzuführen. Ansonsten lag dieser Anstieg über alle Segmente hinweg an den positiven Trends in der globalen Wirtschaftsentwicklung und der Automobilindustrie, die OEMs dazu veranlassten, größere und komplexere Arbeitspakete an externe Entwicklungsdienstleister zu vergeben, sowie an der Anstellung weiterer Ingenieure, wodurch wir eine höhere Anzahl an Projekten bedienen konnten. Unser Ergebnis vor Zinsen und Steuern (EBIT) stieg von € 35,5 Mio. in dem zum 31. Dezember 2012 endenden Geschäftsjahr um € 3,0 Mio., oder 8,6%, auf € 38,5 Mio. in dem zum 31. Dezember 2013 endenden Geschäftsjahr. Dieser Anstieg lag in erster Linie an der vollständigen Konsolidierung der Rücker-Gruppe und der BFFT-Gruppe in dem zum 31. Dezember 2013 endenden Geschäftsjahr. Ansonsten war hierfür vor allem die höhere Gesamtleistung verantwortlich, die zum Teil durch niedrigere sonstige Erträge und höhere Aufwendungen sowie durch höhere Abschreibungen, die vor allem infolge der Übernahme der Rücker- Gruppe und der BFFT-Gruppe von € 12,5 Mio. in dem zum 31. Dezember 2012 endenden Geschäftsjahr um € 12,5 Mio. auf € 25,0 Mio. in dem zum 31. Dezember 2013 endenden Geschäftsjahr angestiegen waren, aufgewogen wurde.

50 Unser bereinigtes EBIT stieg von € 32,0 Mio. in dem zum 31. Dezember 2012 endenden Geschäftsjahr um € 17,6 Mio., oder 55,0%, auf € 49,7 Mio. in dem zum 31. Dezember 2013 endenden Geschäftsjahr. Dieser Anstieg war in erster Linie auf die vollständige Konsolidierung der Rücker-Gruppe und der BFFT- Gruppe in dem zum 31. Dezember 2013 endenden Geschäftsjahr sowie auf günstigere Marktbedingungen zurückzuführen. Unser Bereinigtes Kern-EBIT stieg von € 29,6 Mio. in dem zum 31. Dezember 2012 endenden Geschäftsjahr um € 13,4 Mio., oder 45,4%, auf € 43,0 Mio. in dem zum 31. Dezember 2013 endenden Geschäftsjahr. Unsere Bereinigte Kern-EBIT-Marge verringerte sich um 0,6 Prozentpunkte, von 8,3% in dem zum 31. Dezember 2012 endenden Geschäftsjahr auf 7,7% in dem zum 31. Dezember 2013 endenden Geschäftsjahr. Jüngste Entwicklungen Die Gesellschaft wurde durch den Abgebenden Aktiona¨r am 2. November 2015 gegru¨ ndet und am 3. November 2015 im Handelsregister als Aktiengesellschaft unter Schweizer Recht mit einem Aktienkapital in Ho¨ he von CHF 1.000 Tausend (entspricht € 920 Tausend basierend auf einem Umrechnungskurs von CHF 1,09 am 2. November 2015 wie in der gepru¨ ften Ero¨ ffnungsbilanz der Gesellschaft vom 2. November 2015 gezeigt) eingetragen. Das urspru¨ ngliche Aktienkapital von CHF 1.000 Tausend wurde vom Abgebenden Aktiona¨ r im Wege einer Bareinlage eingebracht (entspricht € 920 Tausend basierend auf einem CHF Umrechnungskurs am 2. November 2015). Gleichzeitig mit der Festsetzung des Angebotspreises (wie in E.3 definiert) wird der Abgebende Aktiona¨ r alle Anteile an der EDAG Engineering Schweiz Sub-Holding AG im Wege der Einbringung in die Gesellschaft einbringen. Der Einbringungswert der Anteile der EDAG Engineering Schweiz Sub-Holding AG wird die Kapitalru¨ cklagen in der Einzelbilanz der Emittentin erho¨ hen. Der Einbringungswert der EDAG Engineering Schweiz Sub-Holding AG zum Zeitpunkt der Einbringung wird nicht auf einem Bewertungsgutachten, das von einem Dritten erstellt wird, sondern auf dem Marktwert der Gesellschaft basieren, der im Zuge des Angebots (wie in E.3 definiert) bestimmt wird. Diese Methode der Festlegung des Einbringungswertes der EDAG Engineering Schweiz Sub-Holding AG unterstellt, dass der Marktwert der Gesellschaft, wie er im Zuge des Angebots bestimmt wird (d.h. der Angebotspreis (wie in E.3 definiert) multipliziert mit allen 25.000 Tausend ausstehenden Aktien der Gesellschaft), die Summe aus (i) dem Nettovermo¨ genswert der Gesellschaft unmittelbar vor der Einbringung und (ii) dem Wert aller Aktien der EDAG Engineering Schweiz Sub-Holding AG darstellt. Der Einbringungswert der EDAG Engineering Schweiz Sub-Holding AG ist daher der Marktwert der Gesellschaft wie er im Zuge des Angebots (wie in E.3 definiert) ermittelt wird abzu¨ glich des Nettoreinvermo¨ gens der Gesellschaft unmittelbar vor der Einbringung. Unter Annahme einer Platzierung der Angebotsaktien (wie in E.3 definiert) zum

51 Mittelwert der Preisspanne (wie in E.3 definiert), wird der Marktwert der Gesellschaft bei € 537.500 Tausend liegen (Angebotspreis (wie in E.3 definiert) von € 21,50 multipliziert mit 25.000 Tausend Aktien der EDAG Engineering Group AG). Um den Einbringungswert der EDAG Engineering Schweiz Sub-Holding zu erhalten, wird dieses Produkt um das Nettoreinvermo¨ gen der Gesellschaft vor der Einbringung reduziert werden (ungefa¨hr € 340 Tausend; dieser Wert errechnet sich aus dem Aktienkapital der Gesellschaft in Ho¨ he von € 920 Tausend zum 2. November 2015 minus der Gru¨ ndungskosten der Gesellschaft von € 80 Tausend, wie in der Ero¨ ffnungsbilanz der Gesellschaft vom 2. November 2015 gezeigt, sowie abzu¨ glich der erwarteten Einbringungskosten in Ho¨ he von ungefa¨hr € 500 Tausend). Unter Annahme einer Platzierung der Angebotsaktien (wie in E.3 definiert) zum Mittelwert der Preisspanne (wie in E.3 definiert), wird der Einbringungswert daher ungefa¨hr € 537.160 Tausend betragen. Keine andere Wertermittlung wird fu¨ r Zwecke der Ermittlung des Einbringungswertes durchgefu¨ hrt werden. Der Einbringungswert unterliegt Vera¨ nderungen und wurde keiner Pru¨ fung unterzogen. Zwischen dem Datum ihrer Gru¨ ndung, dem 2. November 2015, und dem Datum dieses Prospekts ist keine wesentliche Vera¨ nderung der Finanzlage oder der Handelsposition der Gesellschaft eingetreten. Zwischen dem 30. September 2015 und dem Datum dieses Prospekts ist keine wesentliche Vera¨ nderung der Finanzlage oder der Handelsposition der EDAG Engineering Schweiz Sub-Holding AG und ihrer konsolidierten Tochtergesellschaften eingetreten. Fu¨ r die EDAG Engineering Schweiz Sub-Holding AG ist in diesem Prospekt der ungepru¨ fte verku¨ rzte Konzern-Zwischenabschluss aufgenommen. Zum Datum dieses Prospekts, hat die Gesellschaft noch keine Anteile an der EDAG Engineering Schweiz Sub-Holding AG erworben und ist daher noch nicht Eigentu¨ merin des in diesem Prospekt beschriebenen Gescha¨ fts. Die Gesellschaft wird alle Anteile an der EDAG Engineering Schweiz Sub-Holding AG im Wege der Einbringung, welche wie oben in B.3 beschrieben gleichzeitig mit der Festlegung des Angebotspreises (wie in E.3 definiert) für die Angebotsaktien (wie in E.3 definiert) stattfinden wird, erwerben. B.8 Ausgewählte Entfällt. Die Gesellschaft hat keine wesentliche Pro-forma-Finanzinformationen erstellt. Pro-forma- Finanzinfor- mationen. B.9 Gewinnprognosen Entfällt. Die Gesellschaft hat keine Gewinnprognosen oder oder -schätzungen abgegeben. -schätzungen. B.10 Beschränkungen Entfällt. Die Bestätigungsvermerke für die in diesem Prospekt im Bestätigun- enthaltenen historischen Finanzinformationen wurden jeweils gsvermerk zu den uneingeschränkt erteilt. historischen Finanzinformati- onen.

52 B.11 Nichtausreichen Entfällt. Die Gesellschaft ist der Auffassung, dass die Gruppe in des der Lage ist, sämtliche Zahlungsverpflichtungen zu erfüllen, die Geschäftskapitals in den nächsten mindestens zwölf Monaten fällig werden. des Emittenten zur Erfüllung bestehender Anforderungen.

ABSCHNITT C–WERTPAPIERE C.1 Art und Gattung Auf den Inhaber lautende Aktien (Inhaberaktien) mit einem der angebotenen Nennbetrag von CHF 0,04 und mit voller und/oder zum Gewinnanteilberechtigung für das zum 31. Dezember 2015 Handel endende Geschäftsjahr und alle darauffolgenden Geschäftsjahre. zuzulassenden Wertpapiere. Wertpapierken- International Securities Identification Number (ISIN): CH0303692047 nung. Wertpapier-Kenn-Nummer (WKN): A143NB Common Code: 132198357 Börsenkürzel: ED4 C.2 Währung. Unsere Aktien sind in Schweizer Franken denominiert. Unsere operative Währung ist der Euro und unsere Aktien werden in Euro gehandelt werden. C.3 Zahl der Am 2. November 2015, dem Gru¨ ndungsdatum der Gesellschaft, ausgegebenen betrug das Aktienkapital der Gesellschaft CHF 1.000 Tausend und voll (entspricht € 920 Tausend basierend auf einem Umrechnungskurs eingezahlten von CHF 1,09 am 2. November 2015 wie in der geprüften Aktien. Eröffnungsbilanz der Gesellschaft vom 2. November 2015 gezeigt), eingeteilt in 25.000 Tausend Inhaberaktien mit einem Nennbetrag von CHF 0,04. Das Aktienkapital ist vollständig eingezahlt. Zum Datum dieses Prospekts entspricht das Aktienkapital dem Tag der Gründung der Gesellschaft. Die Aktien der Gesellschaft werden in einer Globalurkunde verbrieft werden, die bei Clearstream hinterlegt werden wird. Mit Hinterlegung der Globalurkunde und Gutschrift der Aktien im Clearing-Konto bei Clearstream werden sämtliche Aktien der Gesellschaft zu Bucheffekten gemäß dem Schweizerischen Bucheffektengesetz. Nennwert der Jede Aktie der Gesellschaft hat einen Nennwert von CHF 0,04. Aktien. C.4 Beschreibung der Jede Aktie der Gesellschaft gewährt in der Generalversammlung mit den der Gesellschaft eine Stimme. Beschränkungen des Stimmrechts Wertpapieren bestehen nicht. Die Aktien der Gesellschaft sind für das zum verbundenen 31. Dezember 2015 endende Geschäftsjahr voll Rechte. gewinnanteilberechtigt.

53 C.5 Beschreibung aller Entfällt. Die den Anlegern angebotenen und an diese zu etwaigen übertragenden Aktien der Gesellschaft sind in Übereinstimmung Beschränkungen mit den gesetzlichen Anforderungen für auf Inhaber lautende für die freie Aktien frei übertragbar. Übertragbarkeit der Wertpapiere. C.6 Antrag auf Die Gesellschaft wird die Zulassung der Aktien der Gesellschaft Zulassung der zum Handel auf dem regulierten Markt der Frankfurter Wertpapiere zum Wertpapierbörse mit gleichzeitiger Zulassung zum Teilbereich des Handel an einem regulierten Marktes mit weiteren Zulassungsfolgepflichten (Prime geregelten Markt Standard) am oder um den 23. November 2015 beantragen. Der und Nennung der Zulassungsbeschluss für die Aktien der Gesellschaft wird geregelten voraussichtlich am 1. Dezember 2015 erteilt. Der Handel mit den Märkte, an denen Aktien der Gesellschaft an der Frankfurter Wertpapierbörse wird die Wertpapiere voraussichtlich am 2. Dezember 2015 beginnen. gehandelt werden sollen. C.7 Dividendenpolitik. Derzeit plant die Gesellschaft, in Abhängigkeit von der Ertrags- und Finanzlage der EDAG, zukünftig Dividenden in Höhe von ca. 50% des konsolidierten Gewinns der entsprechenden Periode auszuschütten. Jeder künftige Beschluss zur Ausschüttung von Dividenden wird in Übereinstimmung mit geltendem Recht gefasst werden und wird unter anderem von der Ertrags- und Finanzlage der Gesellschaft, von vertraglichen Beschränkungen, der Zustimmung der Aktionäre und vom Kapitalbedarf der Gesellschaft abhängen. Die künftige Fähigkeit der Gesellschaft zur Zahlung von Dividenden kann durch die Bedingungen bestehender und zukünftiger Verbindlichkeiten beschränkt sein. Die Gesellschaft kann Ausschüttungen in Form von Ausschüttungen aus Kapitalru¨ cklagen soweit die Gesellschaft u¨ ber ausreichend ausschu¨ ttungsfa¨ higen Gewinn aus vergangenen Gescha¨ ftsjahren (Bilanzgewinn) oder freie Reserven verfu¨ gt. Der Verwaltungsrat ist, vorbehaltlich des Rechts der Aktionäre anderweitig zu entscheiden, dazu ermächtigt, die Dividendenpolitik und das Verhältnis der Dividendenauszahlungen jederzeit zu ändern, insbesondere, falls unvorhergesehene Ereignisse eintreten, die seiner Einschätzung nach ein vernünftiges Maß von Liquidität und Kapitalausstattung sowie unserer finanziellen Ziele und unserer Strategie beeinträchtigen würden. Dividenden und andere Ausschüttungen (vorbehaltlich bestimmter Bedingungen, mit Ausnahme von Ausschüttungen aus Kapitalru¨ cklagen oder von Kapitalherabsetzungen der Gesellschaft im Nominalwert), unterliegen einer Verrechnungssteuer in der Schweiz.

ABSCHNITT D–RISIKEN D.1 Zentrale Risiken, Eine Investition in die Aktien der Gesellschaft ist mit einer Reihe die dem von Risiken verbunden. Potenzielle Anleger sollten vor der Emittenten oder Entscheidung über eine Investition in Aktien der Gesellschaft die seiner Branche nachfolgend beschriebenen Risiken sowie alle sonstigen in diesem eigen sind. Prospekt enthaltenen Informationen sorgfältig prüfen. Die folgenden Risiken könnten alleine oder zusammen mit

54 zusätzlichen Risiken und Unwägbarkeiten, die uns derzeit nicht bekannt sind oder die wir derzeit für unwesentlich halten, unser Geschäft sowie unsere Vermögens-, Finanz- und Ertragslage wesentlich nachteilig beeinflussen. Im Fall des Eintritts einzelner oder aller dieser Risiken könnte der Marktpreis der Aktien der Gesellschaft sinken und potenzielle Anleger könnten ihre Investition ganz oder teilweise verlieren. Die Reihenfolge, in der die folgenden Risiken dargestellt sind, trifft keine Aussage über die Wahrscheinlichkeit, mit der diese Risiken tatsächlich eintreten, können, oder die Bedeutung oder Höhe dieser Risiken, und auch nicht darüber, in welchem Maße sich diese Risiken nachteilig auf unser Geschäft sowie unsere Vermögens-, Finanz- und Ertragslage auswirken könnten. Geschäftsbezogene Risiken Š Ungünstige Entwicklungen im wirtschaftlichen Umfeld könnten zu Kostensparmaßnahmen von Seiten unserer Kunden führen und deren F&E Budget und den Umfang an Ingenieursdienstleistungen, die an externe Serviceanbieter wie uns ausgelagert werden, reduzieren, was sich wiederum nachteilig auf unser Geschäft sowie unsere Vermögens-, Finanz- und Ertragslage auswirken. Š Verkaufszahlen in der Automobilindustrie sind periodisch und hängen unter anderem von den allgemeinen wirtschaftlichen Bedingungen sowie von Kundenausgaben und –vorlieben ab. Aus diesem Grund könnte die Nachfrage nach unseren Ingenieursdienstleistungen ebenfalls schwanken und periodische Abschwünge in der Automobilindustrie könnten sich nachteilig auf unsere Ertragslage auswirken. Š Ein wesentlicher Teil unserer Umsatzerlöse stammt von einer beschränkten Anzahl an Kunden, wobei unsere fünf größten Kundenvertriebssparten ungefähr zwei Drittel unserer Umsatzerlöse in dem zum 31. Dezember 2014 endenden Geschäftsjahr beitrugen. In der gleichen Periode wurden mehr als die Ha¨ lfte unserer Umsa¨ tze durch die Volkswagen und BMW Gruppen beigesteuert, wobei die Volkswagen Gruppe ca. 38% unserer Umsa¨ tze generierte. Der Verlust der Hauptkunden oder ein erheblicher Umsatzrückgang bei diesen Kunden könnte unser Ergebnis erheblich belasten. Š Unser Geschäft und unsere Profitabilität hängen von dem Budget ab, das die Automobilhersteller für F&E Aktivitäten und für das Auslagern von Ingenieursdienstleistungen zur Verfügung stellen. Ein Rückgang bei der Auslagerung von Ingenieurstätigkeiten oder eine Wiedereinlagerung von Tätigkeiten durch unsere Kunden könnte unsere Profitabilität erheblich beeinträchtigen. Š Wenn unsere Kapazitäten im Bereich Fahrzeugingenieursdienstleistungen die tatsächliche Nachfrage nach unseren Leistungen übersteigen und insbesondere Verträge aufgeschoben oder gekündigt werden, laufen wir Gefahr, dass unsere Personalkapazitäten und unsere Betriebsstätten nicht ausgelastet sind und dass die Preise für die von uns angebotenen Ingenieursdienstleistungen sinken, was unsere Ertragslage beeinträchtigen könnte.

55 Š Kostenüberschreitungen bei komplexen Projekten, falls wir die erforderlichen Personal-, Zeit- und anderen Ressourcen unterschätzen, oder zusätzliche Zahlungsverpflichtungen aus langfristigen Verträgen und Gesamtprojekten, falls wir Termine, Qualitätsanforderungen oder andere vereinbarte Parameter nicht einhalten, könnten sich nachteilig auf uns auswirken. Š Wir sind Risiken in Verbindung mit den am Markt bestehenden Trends und Entwicklungen ausgesetzt, die den von Automobilherstellern und im Automobilbereich tätigen OEMs verkauften Fahrzeug-Mix beeinflussen könnten. Sollten wir nicht in der Lage sein, angemessene Strategien zu entwickeln um auf neue Markttrends und technische Standards einzugehen, könnte sich dies nachteilig auf unser Geschäft sowie unsere Vermögens-, Finanz- und Ertragslage auswirken. Š Der Markt für Fahrzeugingenieursdienstleistungen in der Automobilindustrie zeichnet sich durch intensiven Wettbewerb aus, was das Umsatzvolumen bei unseren Leistungen und Produkten verringern oder unsere Verkaufspreise anhaltend unter Druck setzen könnte. Š Unsere Fähigkeit, unsere Umsatzerlöse und unsere Profitabilität zu erhöhen, steht in direktem Verhältnis zu der Anzahl von Ingenieuren, die wir beschäftigen. Sollten es uns nicht gelingen, eine ausreichende Anzahl an gut qualifizierten Ingenieuren für uns zu gewinnen oder solches Personal zu behalten, könnte sich diese in erheblichem Ausmaß nachteilig auf unsere Marktstellung sowie unsere Vermögens-, Finanz- und Ertragslage auswirken. Š Fehlfunktionen bei Produkten und Produktlinien, die entsprechend unseren Fahrzeugingenieursdienstleistungen hergestellt wurden, könnten Ansprüche Dritter gegenüber unseren Kunden, Produktrückrufe und Produktionsausfälle bei unseren Kunden nach sich ziehen. Dies könnte zu Gewährleistungsansprüchen gegenüber uns führen, die sich wiederum nachteilig auf unser Geschäft sowie unsere Vermögens-, Finanz- und Ertragslage auswirken könnte. Š Wir sind unter Umständen nicht in der Lage, frühere oder künftige Übernahmen oder Joint-Ventures erfolgreich zu integrieren oder die daraus erwarteten Vorteile zu erzielen. Zudem sind wir dem Risiko möglicher Gewährleistungs- oder Haftungsansprüche aus der Veräußerung früherer Geschäftseinheiten oder Joint-Ventures ausgesetzt. Die Realisierung dieser Risiken könnte sich nachteilig auf unser Geschäft sowie unsere Vermögens-, Finanz- und Ertragslage auswirken. Š Wir haben erhebliche Pensionsverpflichtungen und ein Anstieg im Kapitalwert unserer Pensionsverpflichtungen, zusätzliche Rückstellungsanforderungen oder eine Wertminderung des Fondsvermögens, das unsere Pensionsverpflichtungen abdeckt, könnte unsere Finanzlage beeinträchtigen. Š Unsere Konzernbilanz enthält in wesentlichem Umfang immaterielle Vermögensgegenstände, deren Wert sinken und sich dadurch nachteilig auf unser Geschäft sowie unsere Vermögens-, Finanz- und Ertragslage auswirken könnte.

56 Š Wir sind verschiedenen Risiken ausgesetzt, die sich aus neuen Rechtsvorschriften zur Verhinderung von Missbräuchen bei der Arbeitnehmerüberlassung und Scheinselbständigkeit ergeben. Diese Risiken umfassen zusätzliche Zahlungsverpflichtungen, Strafen und das Erfordernis, die Basis unseres Geschäftsmodell zu ändern, was sich nachteilig auf unser Geschäft sowie unsere Vermögens-, Finanz- und Ertragslage auswirken könnte. Š Es sind gerichtliche Verfahren anhängig, die nach dem Squeeze-out der Minderheitsaktionäre der Rücker AG gegen uns angestrengt wurden. Sollten wir dazu verpflichtet werden, den Minderheitsaktionären eine zusätzliche Abfindung zu zahlen, könnte sich dies nachteilig auf unser Geschäft sowie unsere Vermögens-, Finanz- und Ertragslage auswirken. D.3 Zentrale Risiken, Aktien- und angebotsbezogene Risiken die den Š Auch nach dem Angebot wird unser Abgebender Aktionär Wertpapieren einen wesentlichen Einfluss auf die Gesellschaft ausüben und eigen sind. dadurch, unter anderem, erheblichen Einfluss auf Angelegenheiten haben, die der Generalversammlung der Gesellschaft zur Abstimmung vorgelegt werden sowie auf Kontrollwechselangelegenheiten, und seine Interessen decken sich möglicherweise nicht mit den Interessen unserer übrigen Aktionäre. Š Sollte eine Person künftig die Kontrolle über die Gesellschaft übernehmen, könnten unsere Aktionäre eine bei einem Kontrollwechsel auf ihre Aktien anfallende Prämie möglicherweise nicht realisieren, da weder die deutschen noch die schweizerischen Regelungen zu Pflichtangeboten auf uns anwendbar sind . Š Unsere Fähigkeit zur Zahlung von Dividenden hängt unter anderem von unserer Finanz- und Ertragslage ab. Š Unsere Aktien wurden bisher nicht an einer Börse notiert, und es kann nicht gewährleistet werden, dass sich für unsere Aktien ein aktiver und liquider Markt entwickeln wird. Unter Umständen sind die Anleger daher nicht in der Lage, ihre Aktien der Gesellschaft schnell oder über dem Angebotspreis zu verkaufen. Š Unser Aktienkurs könnte als Folge einer Vielzahl von Faktoren, einschließlich, unter anderem, Schwankungen der tatsächlichen oder prognostizierten Ertragslage und Änderungen prognostizierter Einnahmen, erheblich schwanken, und wenn unser Aktienkurs sinkt, könnten die Anleger ihre Anlage ganz oder teilweise verlieren. Š Wenn unser Abgebender Aktionär oder andere Aktionäre der Gesellschaft einen Verkauf einer bedeutenden Anzahl unserer Aktien auf dem Aktienmarkt verkaufen, könnte der Aktienkurs unserer Aktien sinken.

ABSCHNITT E–ANGEBOT E.1 Gesamtnettoerlöse. Die Gesellschaft wird keinen Erlös aus dem Angebot (wie in E.3 definiert), der sich aus dem Verkauf der Angebotsaktien (wie in E.3 definiert) ergibt, erhalten. Der Abgebende Aktionär wird sämtliche Nettoerlöse aus dem Verkauf der Basisaktien und dem

57 Verkauf der Mehrzuteilungsaktien (beides wie in E.3 definiert), falls und soweit die Greenshoe-Option (wie in E.3 definiert) im Zusammenhang mit den Mehrzuteilungsaktien ausgeübt wird, erhalten. Unter der Annahme, dass (i) alle Basisaktien (8.750.000 Aktien) (wie in E.3 definiert) und (ii) alle Mehrzuteilungsaktien zum Mittelwert der für das Angebot der Angebotsaktien (wie in E.3 definiert) festgesetzten Preisspanne (wie in E.3 definiert) platziert werden und (iii) hinsichtlich der Mehrzuteilungsaktien (wie in E.3 definiert) die Greenshoe-Option (wie in E.3 definiert) voll ausgeübt wird, würde sich der Gesamtnettoerlös des Abgebenden Aktionärs nach Schätzung der Gesellschaft unter den vorstehenden Annahmen auf ca. € 202,06 Mio. belaufen. Geschätzte Die Kosten die für das Angebot der Angebotsaktien (wie in Gesamtkosten des E.3 definiert) und die Börsenzulassung aller Aktien der Angebots und der Gesellschaft entstehen, werden sich (ohne an die Börsenzulassung, Konsortialbanken zahlbare Übernahme- und einschließlich der Platzierungsprovisionen) voraussichtlich insgesamt auf ca. geschätzten € 10,83 Mio. belaufen. Davon werden ca. € 7,25 Mio. vom Kosten, die dem Abgebenden Aktionär und ca. € 3,58 Mio. von der Gesellschaft Anleger vom getragen. Emittenten in Unter der Annahme, dass (i) der Angebotspreis Rechnung gestellt (wie in E.3 definiert) dem Mittelwert der Preisspanne (wie in werden. E.3 definiert) entspricht, (ii) die maximale Anzahl an Basisaktien und Mehrzuteilungsaktien (wie in E.3 definiert) platziert wird, (iii) die Greenshoe-Option hinsichtlich der Mehrzuteilungsaktien (wie in E.3 definiert) vollumfänglich ausgeübt wird, und (iv) die im Ermessen stehende Gebühr von bis zu ca. € 1,62 Mio. in voller Höhe gezahlt wird, werden sich die an die Konsortialbanken zahlbaren Provisionen auf ca. € 7,03 Mio. belaufen. Diese Provisionen werden vom Abgebenden Aktionär getragen. Unter den denselben Annahmen werden sich die Gesamtkosten des Angebots und der Börsenzulassung, die von der Gesellschaft und dem Abgebenden Aktionär (inklusive an die Konsortialbanken zu zahlenden Gebühren) zu tragen sind, voraussichtlich auf ca. € 17,86 Mio. belaufen. Davon werden ca. € 14,28 Mio. vom Abgebenden Aktionär und ca. € 3,58 Mio. von der Gesellschaft getragen Den Anlegern werden von der Gesellschaft oder den Konsortialbanken im Zusammenhang mit deren Rolle als Konsortialbanken keine Kosten in Rechnung gestellt. Anlegern werden die üblichen Transaktions- und Abwicklungskosten, welche ihr kontoverwaltendes Finanzinstitut in Rechnung stellt, tragen müssen. Die Schweizer Umsatzabgabe in Bezug auf den Verkauf der Basisaktien und der Mehrzuteilungsaktien, soweit diese anfällt, wird nicht vom Abgebenden Aktionär erstattet. E.2a Gründe für das Die Gesellschaft beabsichtigt die Zulassung der Aktien der Angebot. Gesellschaft zum Handel an dem regulierten Markt der Frankfurter Wertpapierbörse und gleichzeitige Zulassung zum Teilbereich des regulierten Marktes mit weiteren Zulassungsfolgepflichten (Prime Standard) zu erhalten, um sich einen besseren Zugang zu den Kapitalmärkten zu verschaffen.

58 Der Abgebende Aktionär bietet die Aktien an, um seine Beteiligung an der Gesellschaft teilweise zu veräußern. Zweckbestimmung Die Gesellschaft wird keine Erlöse aus diesem Angebot (wie in E.3 der Erlöse, definiert) erhalten. geschätzte Nettoerlöse. E.3 Angebotskon- Das Angebot bezieht sich auf den Verkauf von 10.062.500 ditionen. Inhaberaktien der Gesellschaft mit einem Nennbetrag von CHF 0,04 und voller Gewinnanteilberechtigung für das zum 31. Dezember 2015 endende Geschäftsjahr (das „Angebot”), bestehend aus: Š 8.750.000 Inhaberaktien mit einem Nennbetrag von CHF 0,04 (die “Basisaktien”) aus den Beteiligungen des Abgebenden Aktionärs; und Š 1.312.500 Inhaberaktien mit einem Nennbetrag von CHF 0,04 im Zusammenhang mit einer möglichen Mehrzuteilung (die “Mehrzuteilungsaktien” und, zusammen mit den Basisaktien, die “Angebotsaktien”). Das Angebot besteht aus erstmaligen öffentlichen Angeboten in der Bundesrepublik Deutschland (“Deutschland”) und im Großherzogtum Luxemburg (“Luxemburg”) und Privatplatzierungen in bestimmten Ländern außerhalb von Deutschland und Luxemburg. In den Vereinigten Staaten von Amerika (die “Vereinigten Staaten”) werden die Aktien der Gesellschaft nur qualifizierten institutionellen Käufern (Qualified Institutional Buyers), wie in Rule 144A des US-amerikanischen Securities Act von 1933 in der jeweils geltenden Fassung (der “Securities Act”) definiert, angeboten und verkauft. Außerhalb der Vereinigten Staaten werden die Aktien der Gesellschaft nur im Rahmen von Offshore-Transaktionen nach Maßgabe der Regulation S unter dem Securities Act angeboten und verkauft. Angebotszeitraum. Der Zeitraum, in dem Anleger ihre Kaufangebote für die Angebotsaktien abgeben können, beginnt voraussichtlich am 23. November 2015 und endet voraussichtlich am 1. Dezember 2015 (der “Angebotszeitraum”). Am letzten Tag des Angebotszeitraums können Kaufangebote (i) von Privatanlegern bis 12:00 Uhr (Mitteleuropäische Zeit) (“MEZ”) bzw. (ii) von institutionellen Anlegern bis 15:00 Uhr (MEZ) abgegeben werden. Preisspanne und Die Preisspanne, innerhalb derer Kaufangebote abgegeben Angebotspreis. werden können, liegt zwischen € 19,00 und € 24,00 je Angebotsaktie (die “Preisspanne”). Der Platzierungspreis (der “Angebotspreis”) und die endgültige Anzahl der im Rahmen des Angebots zu platzierenden Angebotsaktien stehen zum Datum dieses Prospekts noch nicht fest; sie werden von der Gesellschaft, dem Abgebenden Aktionär und den Konsortialbanken voraussichtlich am 1. Dezember 2015 auf Grundlage der von Anlegern abgegebenen Kaufangebote, die in einem im Rahmen eines Bookbuilding-Verfahrens erstellten Orderbuchs gesammelt werden, gemeinsam festgelegt. Der Angebotspreis und die endgültige Anzahl der im Rahmen des

59 Angebots platzierten Angebotsaktien (d. h. die Ergebnisse des Angebots) werden voraussichtlich am 1. Dezember 2015 in einer Ad-hoc-Mitteilung über ein elektronisches Informationssystem und auf der Website der Gesellschaft veröffentlicht. Sollte sich das Platzierungsvolumen als unzureichend zur Erfüllung sämtlicher Kaufaufträge zum Platzierungspreis erweisen, behalten sich die Konsortialbanken das Recht zur Ablehnung oder zur nur teilweisen Annahme von Kaufaufträgen vor. Änderung der Die Gesellschaft und der Abgebende Aktionär behalten sich das Angebotskondit- Recht vor, gemeinsam mit den Joint Global Coordinators die ionen. Gesamtzahl der Angebotsaktien zu erhöhen oder herabzusetzen, die obere und/oder untere Grenze der Preisspanne zu erhöhen oder zu senken und/oder den Angebotszeitraum zu verlängern oder zu verkürzen. Durch Änderungen der Anzahl der Angebotsaktien, Änderungen der Preisspanne oder die Verlängerung oder Verkürzung des Angebotszeitraums werden bereits abgegebene Kaufangebote nicht unwirksam. Falls eine solche Änderung die Veröffentlichung eines Nachtrags zum Prospekt erforderlich macht, haben Anleger, die bereits vor der Veröffentlichung des Nachtrags ein Kaufangebot abgegeben haben, gemäß dem Wertpapierprospektgesetz das Recht, dieses Kaufangebot innerhalb von zwei Werktagen nach der Veröffentlichung des Nachtrags zu widerrufen. Anstelle des Widerrufs der vor der Veröffentlichung des Nachtrags abgegebenen Kaufangebote können Anleger innerhalb von zwei Werktagen nach der Veröffentlichung des Nachtrags ihre Kaufangebote abändern oder neue limitierte oder unlimitierte Kaufangebote abgeben. Wenn und soweit die Angebotskonditionen geändert werden, wird die betreffende Änderung über elektronische Medien (wie Reuters oder Bloomberg) und, sofern nach dem Wertpapierhandelsgesetz oder Wertpapierprospektgesetz erforderlich, als Ad-hoc-Mitteilung über ein elektronisches Informationssystem, auf der Website der Gesellschaft und als Nachtrag zum Prospekt veröffentlicht. Anleger, die Kaufangebote abgegeben haben, werden nicht einzeln benachrichtigt. Unter bestimmten Umständen können die Konsortialbanken den Übernahmevertrag in Bezug auf das Angebot und den Verkauf der Angebotsaktien, den die Gesellschaft und der Abgebende Aktionär im Zusammenhang mit dem Angebot voraussichtlich am 20. November 2015 abschließen werden, (der “Übernahmevertrag”) auch nach Aufnahme des Handels der Aktien der Gesellschaft am regulierten Markt der Frankfurter Wertpapierbörse kündigen. Bevorrechtigte Allen Mitarbeitern der EDAG Engineering GmbH und deren Zuteilung. Tochtergesellschaften sowie Mitgliedern der Gescha¨ ftsfu¨ hrung und des Verwaltungsrats der Gesellschaft, die in Deutschland bescha¨ ftigt und steuerrechtlich angesiedelt sind, werden bis zu 4,99 % der Angebotsaktien zum Angebotspreis im Zusammenhang mit dem Angebot auf Basis einer bevorrechtigten Zuteilung angeboten werden. Lieferung und Die Lieferung der Angebotsaktien erfolgt voraussichtlich am Zahlung. 4. Dezember 2015 gegen Zahlung des Angebotspreises und üblicher Wertpapiergebühren. Die Angebotsaktien werden den Aktionären als Bucheffekte nach Schweizer Recht zur Verfügung gestellt.

60 Stabilisierungs- Im Zusammenhang mit der Platzierung der Angebotsaktien maßnahmen, fungiert die Deutsche Bank, für Rechnung der Konsortialbanken, Mehrzuteilung als Stabilisierungsmanager (der “Stabilisierungsmanager”) und und kann als solcher in Übereinstimmung mit den rechtlichen Greenshoe-Option. Bestimmungen (§ 20a Abs. 3 Wertpapierhandelsgesetz in Verbindung mit Verordnung (EG) Nr. 2273/2003 der Kommission vom 22. Dezember 2003) Mehrzuteilungen vornehmen und Stabilisierungsmaßnahmen ergreifen, um den Marktpreis der Aktien der Gesellschaft zu stützen und dadurch einem etwaigen Verkaufsdruck entgegenzuwirken. Der Stabilisierungsmanager ist nicht verpflichtet, Stabilisierungsmaßnahmen zu ergreifen. Daher kann auch keine Gewähr dafür übernommen werden, dass Stabilisierungsmaßnahmen ergriffen werden. Soweit Stabilisierungsmaßnahmen ergriffen werden, können diese jederzeit ohne Vorankündigung eingestellt werden. Derartige Stabilisierungsmaßnahmen können ab dem Zeitpunkt der Aufnahme der Börsennotierung der Aktien der Gesellschaft am regulierten Markt der Frankfurter Wertpapierbörse ergriffen werden und müssen spätestens am dreißigsten Kalendertag nach diesem Zeitpunkt beendet sein (der “Stabilisierungszeitraum”). Diese Maßnahmen könnten dazu führen, dass der Börsenkurs der Aktien der Gesellschaft höher ist, als er es ohne diese Maßnahmen wäre. Darüber hinaus kann sich vorübergehend ein Börsenkurs auf einem Niveau ergeben, das nicht von Dauer ist. Bei möglichen Stabilisierungsmaßnahmen können Anlegern als Teil der Zuteilung der zu platzierenden Aktien zusätzlich zu den Basisaktien bis zu 1.312.500 zusätzliche Aktien der Gesellschaft (Mehrzuteilungsaktien) zugeteilt werden (die “Mehrzuteilung”). Zum Zwecke einer möglichen Mehrzuteilung werden dem Stabilisierungsmanager für Rechnung der Konsortialbanken bis zu 1.312.500 Aktien aus der Beteiligung des Abgebenden Aktionärs in Form eines Wertpapierdarlehens zur Verfügung gestellt; die Anzahl der Mehrzuteilungsaktien wird 15 % der Anzahl der Basisaktien nicht überschreiten. Im Zusammenhang mit dem Wertpapierdarlehen wird der Abgebende Aktionär den Konsortialbanken eine Option zum Erwerb einer der Anzahl der Mehrzuteilungsaktien entsprechenden Anzahl an Aktien zum Angebotspreis abzüglich vereinbarter Provisionen einräumen (die “Greenshoe-Option”) statt die unter dem Wertpapierdarlehen geliehenen Aktien rückabzuwicklen. Die Greenshoe-Option endet am 1. Januar 2016. Der Stabilisierungsmanager hat das Recht, die Greenshoe-Option bis zu dem Umfang der ursprünglichen Mehrzuteilungen auszuüben. Dabei ist die Anzahl der Aktien, für welche die Greenshoe-Option ausgeübt werden kann, um die Anzahl derjenigen Aktien reduziert, die von dem Stabilisierungsmanager am Datum der Ausübung der Greenshoe-Option gehalten werden und von ihm im Zusammenhang mit Stabilisierungsmaßnahmen erworben wurden. Nach Ende des Stabilisierungszeitraums wird innerhalb einer Woche in verschiedenen Medien mit Verbreitung im gesamten

61 EWR bekannt gemacht, ob Stabilisierungsmaßnahmen ergriffen wurden, wann die Kursstabilisierung begonnen und beendet wurde sowie innerhalb welcher Kursspanne die Stabilisierungsmaßnahmen erfolgten. Letzteres wird für jeden Termin, zu dem Kursstabilisierungsmaßnahmen ergriffen wurden, bekannt gegeben. Die Ausübung der Greenshoe-Option, der Zeitpunkt der Ausübung sowie die Anzahl und Art der betroffenen Aktien der Gesellschaft werden unverzüglich in derselben Weise bekannt gemacht. E.4 Wesentliche Es bestehen im Zusammenhang mit dem Angebot keine Interessen an der wesentlichen Interessenkonflikte. Emission/dem Im Zusammenhang mit dem Angebot und der Zulassung der Angebot, Aktien der Gesellschaft zum Handel sind die Konsortialbanken ein einschließlich vertragliches Verhältnis mit der Gesellschaft und dem kollidierender Abgebenden Aktionär eingegangen. Interessen. Die Konsortialbanken handeln bei dem Angebot im Auftrag der Gesellschaft und des Abgebenden Aktionärs und koordinieren die Strukturierung und Durchführung des Angebots. Zudem sind die Joint Global Coordinators beauftragt, als Designated Sponsors für die Aktien der Gesellschaft zu handeln, und die Deutsche Bank wurde als Zahlstelle bestellt. Bei erfolgreicher Durchführung des Angebots erhalten die Konsortialbanken eine Provision. Aufgrund dieser vertraglichen Vereinbarungen haben die Konsortialbanken ein finanzielles Interesse an einer erfolgreichen Durchführung des Angebots. Zudem kann im Zusammenhang mit dem Angebot jede der Konsortialbanken bzw. jedes ihrer verbundenen Unternehmen als Anleger für eigene Rechnung Aktien im Rahmen des Angebots erwerben und solche Aktien oder damit verbundene Anlagen in dieser Eigenschaft für eigene Rechnung halten, kaufen oder verkaufen und solche Aktien oder damit verbundene Anlagen auch außerhalb des Angebots anbieten oder verkaufen. Zudem können bestimmte Konsortialbanken oder ihre verbundenen Unternehmen Finanzierungsvereinbarungen (einschließlich Swaps oder Differenzkontrakten) mit Anlegern abschließen, in Verbindung mit denen solche Konsortialbanken (oder ihre verbundenen Unternehmen) jeweils Aktien der Gesellschaft erwerben, halten oder veräußern könnten. Keine der Konsortialbanken beabsichtigt, solche Anlagen oder Transaktionen in einem weiteren Umfang offenzulegen als demjenigen, zu dem sie aufgrund gesetzlicher oder aufsichtsrechtlicher Vorschriften verpflichtet ist, bzw. in einem weiteren Umfang als sie in diesem Prospekt offengelegt sind. Einige der Konsortialbanken oder ihre verbundenen Unternehmen unterhalten derzeit geschäftliche Beziehungen (einschließlich Darlehensgeschäfte) zu unserer Gruppe oder erbringen im Rahmen des gewöhnlichen Geschäftsbetriebs Leistungen für unsere Gruppe oder können in Zukunft weiterhin solche Beziehungen unterhalten oder Leistungen erbringen. Daru¨ ber hinaus u¨ berlegt HORUS Vermo¨ gensverwaltungs GbR, eine Gesellschaft die von Dr. Lutz Mario Helmig kontrolliert wird, vorbehaltlich einer Zuteilung auf nicht bevorrechtigter Basis, bis zu 10% der Angebotsaktien im Rahmen des Angebots zu erwerben. Zum Datum dieses Prospekts hat HORUS Vermo¨ gensverwaltungs GbR noch keine Entscheidung getroffen,

62 ob sie ein Angebot, Aktien zu erwerben, abgeben wird und es gibt keine Gewissheit, ob HORUS Vermo¨ gensverwaltungs GbR tatsa¨ chlich ein solches Angebot abgeben wird. Soweit HORUS Vermo¨ gensverwaltungs GbR Angebotsaktien im Rahmen des Angebots erwirbt, wird sie den gleichen Lock-up-Beschra¨ nkungen wie der Abgebende Aktiona¨ r unterworfen sein (siehe auch E.5 „Lock-up-Vereinbarungen, beteiligte Parteien und Lock-up-Frist“). Nach Maßgabe der Anstellungsverträge der Mitglieder der Geschäftsführung der EDAG Engineering GmbH erhält jedes Mitglied der Geschäftsführung der EDAG Engineering GmbH einen Bonus in Höhe von € 500 Tausend, entweder in Bar, Aktien oder in Aktienoptionen, für den Fall dass die EDAG Gruppe vor dem 31. Dezember 2016 an die Börse geht. Aufgrund dieser vertraglichen Vereinbarungen haben die Mitglieder der Geschäftsführung der EDAG Engineering GmbH ein finanzielles Interesse an der erfolgreichen Durchführung des Angebots. Dr. Philippe Weber ist ein Mitglied des Verwaltungsrates der Gesellschaft und ein Managing Partner der Anwaltskanzlei Niederer Kraft & Frey AG, Zürich, die die Gesellschaft zu Schweizer Recht im Zusammenhang mit dem Angebot berät. Der Abgebende Aktionär, dessen CEO Thomas Eichelmann zugleich der Vorsitzende unseres Verwaltungsrates ist, erhält die Erlöse aus den Basisaktien sowie der Mehrzuteilungsaktien, soweit die Greenhoe-Option ausgeübt wird, die im Rahmen des Angebots verkauft werden. Unter der Annahme einer vollständigen Platzierung aller Basisaktien und Mehrzuteilungsaktien zum Mittelwert der Preisspanne und einer vollumfänglichen Ausübung der Greenshoe-Option sowie nach Abzug der Gebühren und Provisionen, die im Zusammenhang mit dem Angebot und der Börsenzulassung vom Abgebenden Aktionär zu zahlen sind, würden sich der Gesamtnettoerlös des Abgebenden Aktionärs aus dem Angebot auf ca. € 202,06 Mio. belaufen. Daher hat der Abgebende Aktionär und seine mittel und unmittelbaren Anteilseigner ein Interesse an der Durchführung des Angebots. E.5 Name der Person/ Die Aktien der Gesellschaft werden von den Konsortialbanken des zum Verkauf angeboten. Unternehmens, die/das das Wertpapier zum Verkauf anbietet. Lock-up- In dem Übernahmevertrag wird sich die Gesellschaft gegenüber Vereinbarungen, jeder Konsortialbank dazu verpflichten, dass die Gesellschaft, ihr beteiligte Parteien Vorstand und ihr Aufsichtsrat für einen Zeitraum, der zum Datum und Lock-up-Frist. dieses Prospekts beginnt und 180 Tage nach Lieferung der Angebotsaktien und Zahlung des Angebotspreises endet, nicht ohne die vorherige schriftliche Zustimmung der Joint Global Coordinators (a) eine Erhöhung des Aktienkapitals der Gesellschaft aus genehmigtem Kapital, falls vorhanden, ankündigen oder durchführen werden; oder (b) der Generalversammlung einen Vorschlag über eine Erhöhung des Aktienkapitals der Gesellschaft zur Beschlussfassung vorlegen; oder

63 (c) Aktien der Gesellschaft oder Wertpapieren, die in Aktien der Gesellschaft umgewandelt werden können oder Optionsrechte auf die Aktien der Gesellschaft gewähren, direkt oder indirekt anzubieten, zu verpfänden, zuzuteilen, zu emittieren (außer für den Fall, dass dies gesetzlich erforderlich ist), zu verkaufen, sich vertraglich zu deren Verkauf zu verpflichten, auf diese Aktien bezogene Kaufoptionen oder vertragliche Kaufverpflichtungen zu verkaufen, auf diese Aktien bezogene Verkaufsoptionen zu erwerben, auf diese Aktien bezogene Kaufoptionen, Kaufrechte oder Bezugsrechte einzuräumen oder diese Aktien in sonstiger Weise zu übertragen oder zu veräußern oder Swap- oder sonstige Vereinbarungen abzuschließen, mit denen das wirtschaftliche Risiko des Eigentums an Aktien der Gesellschaft teilweise oder vollständig auf Dritte übertragen wird; oder (d) Transaktionen abschließen oder Handlungen durchführen werden, die den in vorstehend (a) bis (c) genannten wirtschaftlich ähnlich sind. Im Rahmen einer separaten Lock-up-Vereinbarung hat sich der Abgebende Aktionär für einen Zeitraum, der zum Datum dieses Prospekts beginnt und 180 Tage nach nach Lieferung der Angebotsaktien und Zahlung des Angebotspreises endet, dazu verpflichtet, nicht ohne die vorherige schriftliche Zustimmung der Joint Global Coordinators (a) Aktien der Gesellschaft, die vom Abgebenden Aktionär oder einem verbundenen Unternehmen gehalten werden (solche Aktien, die vom Abgebenden Aktionär oder seinen verbundenen Unternehmen gehalten werden, nachfolgend die „Lock-up Aktien“), direkt oder indirekt anzubieten, zu verpfänden, zuzuteilen, zu verkaufen, sich vertraglich zu deren Verkauf zu verpflichten, auf diese Aktien bezogene Kaufoptionen oder vertragliche Kaufverpflichtungen zu verkaufen, auf diese Aktien bezogene Verkaufsoptionen zu erwerben, auf diese Aktien bezogene Kaufoptionen, Kaufrechte oder Bezugsrechte einzuräumen oder diese Aktien in sonstiger Weise zu übertragen oder zu veräußern; (b) Swap- oder sonstige Vereinbarungen abzuschließen, mit denen das wirtschaftliche Risiko des Eigentums an den Lock- up Aktien, teilweise oder vollständig auf Dritte übertragen wird, unabhängig davon, ob eine solche Transaktion nach vorstehend (a) oder oder diesem (b) gegen Lieferung von Aktien der Gesellschaft, gegen Barzahlung oder anderweitig zu erfüllen ist; (c) eine Registrierung von Aktien der Gesellschaft oder von Wertpapieren, die in Aktien der Gesellschaft umgewandelt werden können oder Optionsrechte auf die Aktien der Gesellschaft gewähren, nach dem Wertpapierrecht der USA zu verlangen oder ein solches Recht auszuüben; (d) eine Erhöhung des Aktienkapitals der Gesellschaft vorzuschlagen (einschließlich durch Auffordern des Verwaltungsrats, eine Generalversammlung einzuberufen, oder in sonstiger Weise) oder für eine solche vorgeschlagene Kapitalerhöhung zu stimmen oder in sonstiger Weise einen Vorschlag für eine Ausgabe von Wertpapieren, die in Aktien

64 der Gesellschaft umgewandelt werden können oder die Optionsrechte auf die Aktien der Gesellschaft gewähren, zu machen, zu unterstützen oder für diesen zu stimmen; (e) Transaktionen abzuschließen oder Handlungen durchzuführen, die den in vorstehend (a) bis (d) genannten Punkten wirtschaftlich ähnlich sind. Die vorstehenden Lock-up-Beschränkungen für den Abgebenden Aktionär sind nicht anwendbar in Bezug auf jeglichen Handlungen des Abgebenden Aktionärs, welche zum Zweck des Angebots vorgenommen werden. (a), (b) und (e) beschränken nicht (i) das Angebot, den Verkauf und die Übertragung der Aktien der Gesellschaft im Rahmen eines Übernahmeangebots hinsichtlich der Aktien der Gesellschaft gemäß dem Wertpapiererwerbs- und Übernahmegesetz, (ii) die außerbörsliche Übertragung der Aktien der Gesellschaft durch den Abgebenden Aktionär an eines seiner verbundenen Unternehmen, (iii) die Verteilung der Aktien der Gesellschaft durch den Abgebenden Aktionär an seine eigenen Aktionäre durch Ausschüttung als Sachdividende, vorausgesetzt, der jeweilige Übertragungsempfänger übernimmt durch schriftliche Bestätigung gegenüber den Joint Global Coordinators die Verpflichtungen des Abgebenden Aktionärs für die zu diesem Zeitpunkt verbleibende Laufzeit der Lock-up-Vereinbarung. Soweit HORUS Vermo¨ gensverwaltungs GbR, eine Gesellschaft die von Dr. Lutz Mario Helmig kontrolliert wird, Angebotsaktien (wie in E.3 definiert) im Zusammenhang mit diesem Angebot (wie in E.3 definiert und siehe auch E.4) ohne bevorrechtigte Zuteilung erwirbt, wird HORUS Vermo¨ gensverwaltungs GbR Lock-up- Vereinbarungen mit den Konsortialbanken abschließen, die im Wesentlichen mit der Vereinbarung u¨ bereinstimmen, welche der Abgebende Aktiona¨ r und die Konsortialbanken, wie oben beschrieben, abgeschlossen haben. Der Abgebende Aktionär wird sich im Übernahmevertrag gegenüber den Konsortialbanken dazu verpflichten, für einen Zeitraum von drei Jahren nach Lieferung der Angebotsaktien und Zahlung des Angebotspreises der Gesellschaft nicht unmittelbar oder mittelbar und unter Berücksichtigung eines Verkaufs von Aktien durch HORUS Vermo¨ gensverwaltungs GbR oder andere Gesellschaften, die von Dr. Lutz Mario Helmig kontrolliert werden, eine Vereinbarung mit einem Dritten zum Verkauf einer Position an der Gesellschaft einzugehen, die, wie der Abgebende Aktionär weiß, zu einer beherrschenden Beteiligung des Käufers führt, sofern der Käufer sich nicht vertraglich verpflichtet, den übrigen Aktionären der Gesellschaft ein Übernahmeangebot zu einem Kaufpreis pro Aktie vorzulegen, der mindestens dem vertraglich zwischen dem Abgebenden Aktionär und dem Käufer vereinbarten Preis entspricht. Die vertragliche Verpflichtung des Abgebenden Aktionärs gilt nur, sofern der Käufer verpflichtet wäre (und keine Befreiung von dieser Verpflichtung zur Anwendung käme), gegenüber den übrigen Aktionären der Gesellschaft ein Pflichtangebot abzugeben, wenn das deutsche Übernahmerecht bei einem solchen Geschäft anwendbar wäre, und nur solange weder das Schweizer noch das deutsche

65 Übernahmerecht gilt. Unter gewissen Bedingungen sind Übertragungen auf oder unter verbundenen Unternehmen des Abgebenden Aktionärs ausgenommen. Die Verpflichtung des Abgebenden Aktionärs begründet keine Rechte zugunsten Dritter, und der Abgebende Aktionär ist nicht verpflichtet sicherzustellen, dass der Käufer seine vertragliche Verpflichtung zur Abgabe eines Angebots gegenüber den übrigen Aktionären der Gesellschaft tatsächlich erfüllt. Soweit HORUS Vermo¨ gensverwaltungs GbR, eine Gesellschaft die von Dr. Lutz Mario Helmig kontrolliert wird, Angebotsaktien (wie in E.3 definiert) im Zusammenhang mit diesem Angebot (wie in E.3 definiert und siehe auch E.4) ohne bevorrechtigte Zuteilung erwirbt, wird HORUS Vermo¨ gensverwaltungs GbR mit den Konsortialbanken eine Vereinbarung abschließen, wonach HORUS Vermögensverwaltungs GbR gegenu¨ ber den Konsortialbanken im Hinblick auf einen Verkauf von Aktien der Gesellschaft, der – unter Beru¨ cksichtigung von Aktienverka¨ ufen durch den Abgebenden Aktiona¨ r – zur Kontrolle des Ka¨ ufers fu¨ hren wu¨ rde, im Wesentlichen dieselbe Verpflichtung eingeht, welche der Abgebende Aktiona¨ r gegenu¨ ber den Konsortialbanken, wie oben beschrieben, eingegangen ist. E.6 Betrag und Für die Berechnung des Nettobuchwerts der Gesellschaft Prozentsatz der verwenden wir den konsolidierten, den Aktionären der EDAG aus dem Angebot Engineering Schweiz Sub-Holding AG zuzurechnenden resultierenden Nettobuchwert zum 30. September 2015. Dieser Wert ist, definiert unmittelbaren als sa¨ mtliche Vermo¨ genswerte abzu¨ glich sa¨ mtlicher langfristiger Verwässerung. Schulden und Ru¨ ckstellungen sowie sämtlicher kurzfristiger Schulden und Rückstellungen der EDAG Engineering Schweiz Sub- Holding AG wie in der in dem ungepru¨ ften verku¨ rzten Konzern- Zwischenabschluss der EDAG Engineering Schweiz Sub-Holding AG fu¨ r den zum 30. September 2015 endenden Neunmonatszeitraum enthaltenden ungepru¨ ften verku¨ rzten konsolidierten Bilanz gezeigt, der zum 30. September 2015 € 146,51 Mio. betrug. Nach Abzug der maximalen gescha¨ tzten Kosten des Angebots und der Börsenzulassung, die durch die Gesellschaft getragen werden, in Ho¨ he von € 3,58 Mio., ha¨ tte der Nettobuchwert der Gesellschaft € 142,93 Mio. oder € 5,72 per Aktie (basierend auf 25.000 Tausend Aktien) zum 30. September 2015 betragen. Die unmittelbare Verwa¨ sserung fu¨ r Parteien, die im Rahmen des Angebots Angebotsaktien erwerben, betra¨ gt daher € 15,78, oder 73,4 %, per Aktie (basierend auf 25.000 Tausend Aktien) der Gesellschaft nach Durchfu¨ hrung des Angebots basierend auf einem Angebotspreis zum Mittelwert der Preisspanne. E.7 Schätzung der Entfällt. Anlegern werden von der Gesellschaft oder den Ausgaben, die Konsortialbanken in ihrer Rolle als Konsortialbanken keine dem Anleger vom Ausgaben in Rechnung gestellt. Emittenten in Rechnung gestellt werden.

66 A. RISK FACTORS

An investment in the shares of EDAG Engineering Group AG (the “Company“) is subject to a number of risks. Prospective investors should read the entire document and carefully consider the following risks together with all the other information contained in this prospectus prior to making any investment decision regarding the Company’s shares. The following risks, alone or together with additional risks and uncertainties not currently known to us, or that we might currently deem immaterial, could materially adversely affect our business, financial condition and results of operations. The market price of the Company’s shares could fall if any or all of these risks were to materialize, in which case prospective investors could lose all or part of their investment. References in this prospectus, including in this section “Risk Factors”, to “the Company and its subsidiaries”, “we”, “us”, “our”, “our Group”, “the Group” or “EDAG” refer to the Company together with EDAG Engineering Schweiz Sub-Holding AG and its consolidated subsidiaries as it will exist upon consummation of the Contribution (as defined below in “—I. Risks related to our business—25. The historical financial information presented in this prospectus may not be comparable and may not be a liable indicator of our future results.”). The Contribution will occur concurrently with the determination of the Offer Price and before any Offer Shares are delivered to investors participating in the Offering. As a consequence, the Group is presented in this prospectus, including in this Section “Risk Factors”, as if the Contribution had already occurred, unless otherwise indicated. Where historical financial and business information is presented in this prospectus for the fiscal years ended December 31, 2014, 2013 and 2012 as well as for the nine-month periods ended September 30, 2015 and 2014, “we”, “us”, “our”, “our Group”, “the Group”or“EDAG” refers to, as applicable, (a) EDAG Engineering Schweiz Sub- Holding AG and its consolidated subsidiaries for consolidated financial information as of and for the nine-month period ended September 30, 2015 or (b) EDAG Engineering GmbH and its consolidated subsidiaries for consolidated/combined financial information as of and for the fiscal years ended December 31, 2014, 2013 and 2012 as well as for the nine-month period ended September 30, 2014. Prospective investors should carefully consider whether an investment in the Company’s shares is suitable for them in light of the risks described below, the other information in this prospectus and their personal circumstances. The order in which the following risks are presented is not an indication of the likelihood of these risks actually materializing, or their likely significance or degree, or the scope of any potential harm to our business, financial condition, or results of operations that might result.

I. RISKS RELATED TO OUR BUSINESS 1. Adverse developments in the economic environment could lead to cost cutting measures by our customers and reduce their R&D budget and the volume of vehicle engineering services outsourced to external service providers like us, which in turn could have an adverse impact on our business, financial condition and results of operations. Our business depends on global macroeconomic and political conditions, in particular in Europe, the United States, Asia (in particular China) and South America and we are therefore exposed to risks associated with the performance of the global economy. We render the vast majority of our vehicle engineering services, including the development of automotive components and modules, derivative car models and production facilities to customers in the automotive sector, in particular to major German original equipment manufacturers (“OEMs”) in the passenger car and commercial vehicle industries. We generated 90% of our sales revenues in the fiscal year ended December 31, 2014 and 89% of our sales revenues in the nine-month period ended September 30, 2015 in the European Union. Demand for the products of our customers, i.e., passenger cars and commercial vehicles, is directly related to the strength of the global economy. In 2009, for example, the international automotive industry was particularly affected by the economic and financial crisis. The economic

67 circumstances during the time of the global financial crisis resulted in decreased consumer demand, which led automotive OEMs to delay the development of certain car models and reduce their research and development (“R&D”) budgets. This in turn resulted in lower outsourcing spending for engineering services. In 2012, the European debt crisis negatively affected European economies, resulting in significantly reduced demand for automobiles in the second half of 2012. Furthermore, the crisis in the Ukraine has adversely affected demand for cars in Russia and any further slowdown in the Chinese economy, which now constitutes the world’s largest market for passenger cars and commercial vehicles, would adversely affect demand for such products. We believe that automotive manufacturers typically do not immediately reduce investments in the development and manufacture of new cars, derivative car models and the improvement of existing models in response to economic downturns. However, a significant and prolonged downturn in the global economy and in particular the economies with high demand for motor vehicles can lead to cost cutting measures by our customers and reduce their R&D budget and the volume of vehicle engineering services outsourced to external service providers like us. Accordingly, a significant deterioration in global economic and/or political conditions, in particular any economic downturn, recession, political crisis or sustained decrease in consumer demand caused by other factors could result in a decrease in demand for our vehicle engineering services that we deliver to customers through our three segments Vehicle Engineering, Electrics/Electronics and Production Solutions and we may not be able to mitigate the effects of any such downturn, e.g. by long term work package agreements that we strive to enter into with our customers. Recently, economic stagnation in certain countries in the Eurozone, including Cyprus, Greece, Italy, Ireland, Spain and Portugal, in part due to the effects of the sovereign debt crisis and austerity measures implemented to address the crisis in these markets, has adversely affected consumer demand in such countries. There continue to be concerns that the Eurozone sovereign debt crisis could worsen, that it may lead to contagion in other, economically more stable countries, particularly France and Germany, and that national currencies may be reintroduced in one or more Eurozone countries. Any of these developments, including the departure or risk of departure from the euro by one or more Eurozone countries, especially Greece, and/or the abandonment of the euro as a currency would severely adversely impact the economy in the European Union. Additionally, current geopolitical risks arising from the continuing crises in the Ukraine and unrest in the Middle East have the potential to negatively affect the global economy. In addition, the economic climate in oil-exporting countries such as Russia, Brazil, those in the Middle East and others may continue to deteriorate, for example in the event of a continued drop in oil prices. Furthermore, Chinese and other Asian stock markets recently experienced and might continue to experience significant turmoil, which also affect global stock markets. A prolonged economic slowdown of the Chinese economy might have significant adverse effects on the global economy, including the demand for passenger cars and commercial vehicles. Furthermore, we may be more affected by deteriorating economic conditions and lower automotive sales in Europe, and especially in Germany, than some of our competitors and we might not be able to compensate a significant decline in demand for our vehicle engineering services in Europe, and in particular in Germany, by an increase in demand in other markets. Any such adverse developments in the European or global economy could therefore have a material adverse effect on our business, financial condition and results of operations.

2. Sales in the automotive industry are cyclical and depend, inter alia, on general economic conditions as well as on consumer spending and consumer preferences. As a consequence, demand for our vehicle engineering services might also vary and periodic downturns in the automotive industry could adversely affect our results of operations. Sales of products by our customers in the automotive industry are cyclical and depend, inter alia, on general economic conditions as well as on consumer spending and consumer preferences,

68 which can be affected by a number of factors, including employment rates, consumer confidence, personal income, energy costs, environmental awareness, regulatory requirements, government initiatives, especially vehicle purchase incentives, interest rate levels, inflation and the availability of consumer financing. As the demand for automotive products fluctuates, our customers might in turn reduce their R&D budget and outsource less vehicle engineering services to external service providers like us. Therefore, demand for our vehicle engineering services might vary, in particular if our customers in the passenger OEM industry outsource less of the development of derivative car models. While market studies expect a growth of the global automotive ESP market in the following years (A.T. Kearney, for example, forecasts a market growth at a CAGR of 6.7% from 2014 to 2020 to reach a total size of €22.6 billion by 2020 (source: commissioned study by A.T. Kearney, Market assessment Engineering Service Provider Automotive 2020, July 2015)), such expectations might prove wrong and a deceleration in investment dynamics and a lower amount of R&D spending of automotive OEMs might directly adversely affect our business. Also, due to the cyclicality of the automotive industry, it is difficult to predict future developments in the markets we supply. Therefore, estimating our personnel and engineering capacity requirements accurately may prove to be difficult. See also, “A. Risk Factors—I. Risks Related to Our Business—5. If our vehicle engineering services capacities exceed the actual demand for our services, in particular if contracts are delayed or canceled, we risk underutilization of our personnel capacities and engineering facilities as well as lower prices for the vehicle engineering services we offer, which could adversely affect our results of operations”. In addition, a downturn in demand for cars and commercial vehicles is likely to increase pressure on the prices which we are able to negotiate with our customers for our vehicle engineering services and may eventually lead to reduced overall investment by OEMs and a lower volume of engineering contracts awarded to external service providers such as us. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

3. A substantial portion of our revenues is generated from a limited number of customers, with our five largest customers sales divisions contributing approximately two thirds of our total sales revenues in the fiscal year ended December 31, 2014. In the same period, more than half of our total sales revenues were contributed by the Volkswagen and BMW groups, with the Volkswagen group generating approximately 38% of our sales revenues. The loss of, or a significant reduction in sales to, key customers could significantly adversely affect our results. We generate a substantial portion of our sales revenues from vehicle engineering services from a limited number of customers, which are predominantly passenger car OEMs based in Germany and commercial vehicle manufacturers. For example, in the fiscal year ended December 31, 2014, our five largest customer sales divisions contributed approximately two thirds of our total sales revenues. In the same period, more than half of our total sales revenues were contributed by two German corporate groups, namely Volkswagen and BMW, with the Volkswagen group (Volkswagen, Audi and Porsche) generating approximately 38% of our sales revenues in the fiscal year ended December 31, 2014. If one or more of our major customers ceases to do business with us for any reason or materially reduces the volume of vehicle engineering services purchased from us, this would significantly reduce our sales revenues, the coverage of our fixed cost base and thereby our earnings. In addition, the investments made by us to provide our services to any such customer, including the establishment of our own engineering sites near the locations of our customers (e.g. our new development and technology center currently constructed in Wolfsburg-Warmenau), could be wholly or partially lost. Recently, the competent U.S. authorities announced that they had discovered the presence of a program in the engine software of certain vehicles having diesel engines manufactured by the

69 Volkswagen group. This program, these authorities claimed, violates U.S. environmental standards by manipulating the exhaust emissions of the affected vehicles during emissions testing. The Volkswagen group subsequently stated that the affected diesel engine had been built into approximately 11 million vehicles globally. The Volkswagen group recognized an initial provision of €6.7 billion in its profit and loss statement for the third quarter of its current fiscal year, for anticipated costs to repair affected diesel engines, however, this did not address any legal risks connected to this issue which could not be assessed at that time and may result in considerable financial charges. Subsequently, the Volkswagen group also announced that during the course of internal investigations unexplained inconsistencies were found with regard to type approval CO2 levels, affecting around 800 thousand vehicles with diesel engines as well as around 98 thousand vehicles with petrol engines from the Volkswagen Group. The Volkswagen group’s initial estimate for the additional economic risks from these findings amounts to approximately €2 billion. As a consequence of this situation, which is still subject to development, the Volkswagen group and the vehicles produced by it have come under scrutiny by the authorities of several other countries, some of which have deployed preliminary measures such as sales restrictions. We are currently not able to predict the effects these developments, including potential substantial fines or other penalties, will have on the Volkswagen group, our largest customer group, and any other of our major customers. The new management of Volkswagen group has announced that the group’s R&D program is under review and that investments not deemed absolutely necessary will be cancelled or delayed. Potential cost savings measures by the Volkswagen group and/or by our other major customers, including a reduction of their R&D budgets, or bringing vehicle engineering work in-house that is currently outsourced to ESPs such as us could however lead to a lower volume of vehicle engineering services outsourced to us and/or increased pricing pressure, thereby adversely affecting our business and results of operations. Furthermore, due to their size, order volumes, and high concentration, our customers in the automotive industry have a powerful bargaining position and are therefore able to exert significant pricing pressure on us and/or have the ability to influence the other terms and conditions of our contracts with them to their benefit. Additionally, as we often pre-finance up- front our vehicle engineering services until the scheduled payment date, in particular in connection with larger projects, where we generally pre-finance our services up to one month, we may suffer significant losses in the event that one or more of our larger customers becomes unable or be unwilling to fulfill its or their contractual obligations vis-à-vis our Group or becomes insolvent. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

4. Our business and its profitability depends on the budget automotive manufacturers allocate to R&D activities and their outsourcing volumes of vehicle engineering services. A reduction in the outsourcing of engineering activities or the insourcing of activities by our customers could have a material adverse effect on our profitability. The organic growth of our sales revenues in the fiscal years ended December 31, 2014, 2013 and 2012 has been driven by an increasing trend by automotive manufacturers to outsource vehicle engineering services for the development of cars, vehicle derivatives, modules and car systems as well as for manufacturing facilities to third party service providers such as us. Any future growth of our business and its profitability will depend on the budget automotive manufacturers allocate to R&D activities and whether they will continue to outsource such vehicle engineering services and increase their outsourcing volumes. We believe that the extent to which automotive manufacturers and automotive OEMs outsource vehicle engineering services generally and to us in particular is influenced by a number of factors, including, but not limited to: Š the relative cost of external versus internal engineering; Š the number of model derivatives offered by car manufacturers;

70 Š whether automotive manufacturers/OEMs perceive the engineering solutions for their products and designs as strategic which may prompt them to keep the relevant engineering work in-house; Š the degree of capacity utilization at internal engineering departments; Š the quality and timeliness of our vehicle engineering services, in particular as compared to the automotive manufacturers’ internal engineering capabilities; Š regulation relating to employee leasing agreements and work contracts; and Š labor relations among automotive manufacturers/OEMs and their employees and unions, in particular relating to salary levels at automotive manufacturers/OEMs A slowdown in the current trend towards outsourcing of vehicle engineering services or a reversal of such trend resulting in the insourcing of activities by automotive manufacturers and automotive OEMs could have a material adverse effect on our profitability and thus on our business, financial condition and results of operations. In addition, unforeseeable or extraordinary events or circumstances, e.g. the presence of a program in the engine software of certain cars having diesel engines manufactured by the Volkswagen group that allegedly violates U.S. environmental standards by manipulating the exhaust emissions of the affected vehicles during emissions testing (see “A. Risk Factors—I. Risks related to our business—3. A substantial portion of our revenues is generated from a limited number of customers, with our five largest customers sales divisions contributing approximately two thirds of our total sales revenues in the fiscal year ended December 31, 2014. In the same period more than half of our total sales revenues were contributed by the Volkswagen and BMW groups, with the Volkswagen group generating approximately 38% of our sales revenues. The loss of, or a significant reduction in sales to, key customers could significantly adversely affect our results.”), could lead to cost cutting measures and/or a reduction of the R&D budgets of our customers or to engineering work being brought in-house that is currently outsourced to ESPs such as us, leading to a lower volume of vehicle engineering services outsourced to us and/ or increased pricing pressure. Furthermore, in the current global economic situation, changes in the geographical distribution of automotive demand could also have a material adverse effect on our business. In particular, we face risks related to a shift in the demand for passenger cars from mature Western economies such as Europe to emerging markets in Asia, particularly China. Our main customers, which comprise all major German OEMs, might decide to move production facilities and development departments to such emerging economies in order to take advantage of cost reductions and the growth potential of non-European economies. If our customers should decide to move their development departments to such economies and if we were not able to follow our customers to such new locations, the demand for our vehicle engineering services and therefore our business, financial condition and results of operation might be adversely affected.

5. If our vehicle engineering services capacities exceed the actual demand for our services, in particular if contracts are delayed or canceled, we risk underutilization of our personnel capacities and engineering facilities as well as lower prices for the vehicle engineering services we offer, which could adversely affect our results of operations. If engineering projects agreed with our customers are delayed for any reasons or if contracts for the development of designs, products and production facilities are canceled or postponed or if demand for our services does not develop as we have anticipated, we risk underutilization of our personnel capacities and engineering facilities. If we are not able to balance demand for our services with capacity, for example by agreeing long-term projects with our customers, by reducing our own subcontracting of services and/or by offering flexible working time and deployment opportunities to our employees, we might not be able to fully compensate for fluctuations in capacity. This may result in idle capacity costs, lower prices for the vehicle engineering services we offer and write-offs on fixed assets. Fluctuations in the rate at which industry capacity grows relative to the growth rate in demand

71 for our services and products may in the future put pressure on our pricing and negatively affect our results of operations. On the other hand, during periods of increased demand, we may not have sufficient personnel capacity to meet customer orders. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

6. We might be adversely affected by cost overruns in complex projects if we underestimate the required personnel, time and other resources or additional payment obligations in long-term contracts and turnkey projects if we do not meet deadlines, quality specifications or other agreed parameters. We are typically engaged in complex large-scale projects for our customers involving large and international teams with different specializations within our Group as well as numerous interfaces with engineering departments at the customer organisation. Based on the agreements we have with our customers, we are typically obliged to deliver pre-defined engineering results, such as ready to manufacture designs for entire cars, derivatives of models developed by the customer, car components and modules as well as electrical/electronic systems. For these projects, prices are usually fixed at the outset whereas the precise requirements of the project often only become apparent while the engineering work is conducted. A considerable degree of knowledge regarding the customer and its typical requirements is required to properly estimate the exact allocation of engineering capacity required for the project.

We therefore face the risk of underestimating the personnel, time and other resources required to fulfil our contractual obligations. This may result in a deterioration of our margins or may lead to losses being incurred on such projects if the customer is unwilling to compensate us for additional unanticipated work. Further additional costs may be incurred, particularly in the case of large-scale projects, if we do not meet deadlines, quality specifications or other agreed parameters. When we execute numerous large-scale orders in parallel and potentially face capacity bottlenecks, the realization of this risk exposure becomes more acute.

As a result, we might be obliged to increase our workforce compared to our original assumptions without receiving additional compensation. Unforeseen developments or technical difficulties within such projects might result in delays, cost overruns and quality deficiencies which, in turn, can reduce the profitability of a project and harm our reputation. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

7. We are exposed to risks associated with market trends and developments that could affect the vehicle mix sold by automotive manufacturers and automotive OEMs. Should we not be able to develop appropriate strategies as a response to new market trends and technical developments, our business, financial condition and results of operations could be adversely affected. We see the global production of vehicles and, as a result, our business with automotive manufacturers and automotive OEM customers currently subject to a number of market trends and technical developments that may affect the vehicle mix sold by automotive manufacturers and automotive OEMs:

Š the necessity for OEMs to offer a greater variety of models as well as more options to individualize models;

Š rapid advancements in technology as well as increasingly comprehensive vehicle configuration and upgrade options;

Š the emergence of e-mobility, including hybrid electric vehicles, and other environmentally-

friendly technologies aimed at lower fuel consumption and a reduction of CO2 emissions; Š a continuous increase in the electronic complexity of cars (connectivity and autonomous driving);

72 Š new mobility concepts (car sharing) and market entrants; and Š smart production planning (Industry 4.0); As a result of these market trends and technological advances, the vehicle mix sold by our customers has shifted significantly in recent years and could change further in the future. While we believe that the trend towards low emission cars and electric drive systems puts particular demands on the research and development and engineering requirements for automotive manufacturers and is therefore also an opportunity for our business, any reversal of such trends, in particular potentially less stringent requirements regarding CO2 emissions, could result in less demand for our services and would be harmful to our business. In addition, a greater proliferation of “affordable” car models globally would likely reduce demand for vehicle engineering services as these cars have much simpler designs, lack many of the complex components which we assist our customers to implement into their models and have less derivative models and facelifts which might require our engineering expertise. Should we not be able to develop appropriate strategies as a response to these or new market trends and technical developments, the effects of such trends and technical developments could have a material adverse effect on our revenues and profit margins and therefore our business, financial condition and results of operations.

8. The market for vehicle engineering services for the automotive industry is characterized by intense competition, which could reduce the sales volume of our services and products or put continued pressure on our sales prices. The market for vehicle engineering services for the automotive industry is highly competitive. We experience intense competition from Š integrated larger players comprising of OEM-dependent and other independent vehicle engineering services suppliers, the latter being vehicle engineering services suppliers without any significant majority or minority shareholding by any OEM or supplier; Š niche players focused on certain market sub-segments; Š general ESPs with automotive activities; Š ESP businesses of suppliers; and Š the internal engineering departments of our customers, some of which are cooperating among each other on particular projects to save development costs. In addition, we increasingly see intensified competition as a result of off- and near-shoring of certain vehicle engineering services to suppliers in lower cost jurisdictions. As automotive manufacturers and automotive OEMs are themselves increasingly affected by intense competition and the cost burden of innovation and product development, they exercise significant pricing pressure on their outsourcing partners both in the initial bidding process and during the term of the contract. Automotive manufacturers and OEMs often expect lower prices from suppliers for the same, and in some cases even enhanced services, as well as consistently high product quality. If we are unable to offset continued price reductions through improved operating efficiencies and reduced expenditures, the pricing pressure exercised by automotive manufacturers and OEMs could impact our profit margins. Furthermore, our competitors, in particular competitors from low cost economies (for example India), may increasingly attempt to serve the European market, for example by building upon customer relationships with European OEM customers established in Asian markets. While we believe that the vehicle engineering services business is characterized by relatively high market entry barriers due to the requirement for technological know-how and the importance of long- standing customer relationships, some of those competitors have, or may obtain access to specialized expertise and know-how through acquisitions of, or partnerships with, established service providers of the automotive industry. Other competitors pursue or may pursue an aggressive pricing policy and offer conditions to customers that are more favorable than ours.

73 As a result, competitive pressure in the European market could increase further with the risk of falling prices and decreased demand for our vehicle engineering services. As automotive manufacturers increasingly request strong turnkey and capability suppliers, we expect that our markets will be increasingly characterized by consolidation which we believe will result in a fewer number of small and medium sized vehicle engineering services companies and the emergence of a limited number of large competitors that operate on a global scale. Increased consolidation among our competitors or between our competitors and any of our automotive OEM customers could allow competitors to further benefit from economies of scale, offer more comprehensive product portfolios and increase the size of their serviceable markets. In addition, our customers might exercise increased pricing pressure in connection with projects structured in the form of work packages. This could require us to accept considerable reductions in our profit margins and loss of market share due to pricing pressure. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

9. Our capability to increase sales revenues and profitability is directly correlated to the number of engineers we employ. If we fail to attract a sufficient number of well-qualified engineers or if we fail to retain such personnel, our market position, business, financial condition and results of operations might be significantly adversely affected. Our ability to continuously hire, retain and properly qualify a large number of well-trained engineers with particular know-how in the automotive sector is key to our success. We are competing intensely for engineering talent with our competitors but also with our customers in the automotive industry, both in Germany where approximately 77% of our workforce was employed during the fiscal year 2014, and internationally. Our capability to increase sales revenues and profitability is directly correlated to the number of engineers we employ. If we fail to attract a sufficient number of well-qualified engineers or if we fail to retain such personnel, our market position and prospects will be significantly adversely affected. In addition, unsuitably qualified or a lack of qualified personnel in our development teams might put the quality of our project work at risk. If we lose key personnel, in particular if we lose entire teams of employees working together in a certain area of our business, considerable expertise could be lost or access thereto gained by competitors and customers. Furthermore, a shortage of qualified personnel might force us to take less orders from our customers or expose us to additional cost due to higher salaries and/or the need to hire freelancers/subcontractors which might leave us at short notice, leading to a loss of important know-how, or which might claim permanent employment even when we do not require their service any longer. In addition, a high turnover among our employees could cause our customers to question the confidentiality of their engineering product as employees move from us to our or our customer’s competitors. In Germany, we hired approximately 1,200 new employees while approximately 730 employees left our Group during the fiscal year ended December 31, 2014. There is no guarantee that we will be successful in retaining our employees or in attracting new employees with the qualifications we seek. We have made a considerable financial investment in the recruitment and retention of our engineering personnel and competitive pressures for talent may force us to increase our related spending, thereby potentially decreasing our margins. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

10. Our business could suffer if we are not able to respond to advances in technology or if we cannot keep pace with the technology competence of our competitors. Our customers demand increasingly complex and innovative product development services and product solutions to meet their needs. The ability to anticipate technological trends and respond to customer needs by developing innovative solutions in a timely manner is crucial to major parts of our business. The market for automotive vehicles and, as a result, our business with automotive manufacturers and automotive OEM customers, is currently subject to a

74 number of market trends and technical developments, such as electrical drive systems and the connectivity of cars with external information systems, to which we are required to respond. In addition, automotive manufacturers have increased the number of vehicle models they bring to the market and have, at the same time, shortened the average model lifetime cycle to approximately three years before a facelift or successor model is introduced. We are therefore required to develop and/or design new product solutions in significantly reduced time periods. A misjudgement or delayed recognition of these trends and our customer’s requirements could lead to a loss of reputation and customers. If we fail to innovate and develop new product development services or if we fail to keep pace with the technology requirements of our customer’s products, this failure could have a material adverse effect on our business, financial condition and results of operations.

11. Malfunctioning of products manufactured and production lines built according to our development and vehicle engineering services may result in third party claims against our customers, product recalls and production downtime for our customers. This may result in warranty claims against us which, in turn, could have a material adverse effect on our business, financial condition and results of operations. Testing by us and our customers before and during the manufacturing process of the cars, components, modules and systems we develop for our customers may not prevent their quality from being impaired by undetected design errors or faults or their noncompliance with customer specifications and quality requirements. Any such faults or defects may cause such products to malfunction, may make them unfit for the purpose they were designed for or damage the property and/or health of the product’s end consumer and others. In addition, such faults and defects may cause potentially serious serial or consequential losses and damage to downstream products, and/or breach of contract with consumers and may force our customers to conduct costly and reputation damaging product recalls to eliminate such problems. Moreover, the production lines we develop through our Production Solutions segment are vital components of our customers’ automotive production processes. In the event that the completion of production lines is delayed or their quality and proper functioning is impaired by undetected deficiencies in design, our customers may experience loss of revenues and other damages. In addition, innovative vehicle engineering services for increasingly complex products and solutions are particularly exposed to the risk of yet unknown and/or undetected defects and errors which in turn may expose us to increased risk from warranty and product liability claims, for example for design flaws. Particularly in connection with the market introduction of innovative product development services and product solutions, we have experienced, and continue to experience quality issues. If we are unable to fully remedy such problems, we may incur significant additional cost, and will not be able to increase revenues through the sale of innovative vehicle engineering services and product solutions. Moreover, there can be no assurance that we will not be exposed to liability for breach of contractual obligations arising out of the agreements we have with our customers resulting from defects in the quality of our vehicle engineering services or that any such defects will not impair our overall reputation, thus resulting in potential loss of customers. Furthermore, we hire subcontractors from time to time to assist us in rendering our vehicle engineering services to our customers. In case a fault or defect is caused by a subcontractor, we might not be able to pass on damages from warranty and product liability claims. It is not possible to insure against some of these risks, and for certain risks and in certain locations, insurance may not be available or may be available only at costs that are not economically viable. It is possible that claims will be brought for which we are uncompensated or undercompensated by insurance. Any potential claim which is not covered by insurance could result in additional costs and payments for us which, in turn, could, alone or in combination, have a material adverse effect on our business, financial condition and results of operations.

75 12. We may be unable to successfully integrate or achieve the expected benefits from past or future acquisitions or joint ventures. In addition, we face the risk of potential guarantee or liability claims resulting from the disposal of former business units or joint ventures. The realization of these risks could have a material adverse effect on our business, financial condition and results of operations. We have completed a number of significant acquisitions and have established joint ventures in the past and may continue to pursue selected acquisitions or enter into new joint ventures in the future. To the extent we are successful in making acquisitions or establishing joint ventures, we may need to expend substantial amounts of cash, incur additional debt or assume loss-making divisions. Acquisitions or joint ventures may involve a number of risks, including the loss of key employees; extraordinary or unexpected legal, regulatory, contractual and other costs; difficulties in integrating financial, technological and management standards, processes, procedures and controls with those of our existing operations; challenges in managing the increased scope, geographic diversity and complexity of our operations; mitigating contingent and/or assumed liabilities; the possible loss of customers and/or suppliers; and control issues in relation to acquisitions through joint ventures and other arrangements where we do not exercise sole control. Furthermore, we may not realize the anticipated cost savings, synergies, future earnings or other benefits that we plan to achieve from acquisitions or joint ventures. Currently, for example, we are still in the process of harmonizing employment contracts and social security benefits across the Group following the acquisitions of Rücker AG (together with its respective subsidiaries, the “Rücker Group”) and BFFT Gesellschaft für Fahrzeugtechnik mbH and BFFT Engineering GmbH (together with their respective subsidiaries, the “BFFT Group”), which could lead to resignations of key personnel and/or lead to an impairment of goodwill. See “A. Risk Factors—I. Risks Related to Our Business—17. Our consolidated statement of financial position includes significant intangible assets, which could become impaired and thereby have a material adverse effect on our business, financial condition and results of operations.” We cannot guarantee that any future acquisition or joint venture will yield benefits that are sufficient to justify the expenses we have incurred or will incur in completing such acquisition or joint venture. In addition, we could also assume additional risks as a result of acquisitions or joint ventures, including the risk of potential guarantee or liability claims resulting from the disposal of former business units or joint ventures. For example, since we refocused on primarily providing vehicle engineering services for the global automotive industry in 2011, we disposed of numerous non- core activities, including our aerospace business and EKS InTech GmbH. Pursuant to common standards in sale contracts, we thereby committed to certain representations and warranties which might materialise in the future. The realization of any of these risks, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

13. Due to our dependency on complex information technology, we are subject to a number of IT risks, such as the loss or theft of data, stoppages and interruptions to the business or system failures, which could have a material adverse effect on our business, financial condition and results of operations. Our reliance on IT systems for the rendering of our vehicle engineering services and the necessity of their permanent availability impose high demands on the information technology systems we use. Our IT systems support almost all functions of our Group, including all business units and geographic locations. An extended outage in a data center or telecommunications network utilized by our systems, any malfunction, fault or security breach in our IT systems and software, including possible attacks by outsiders, for instance by criminal hackers or computer viruses, or any similar event could lead to an extended unanticipated interruption of our systems or networks or theft of confidential data. Furthermore, our IT systems are potentially exposed to damage and loss caused by fire, natural hazards or other disturbances.

76 In such a case, we may have to expend substantial amounts of money and resources on the prevention and remediation of potential or existing security breaches and their consequences, including, for example, high liability claims and loss of reputation vis-à-vis our customers who may in turn be forced to suspend their product development projects if we are unable to deliver our vehicle engineering services on time. The realization of any risks related to our IT system and network disruptions could have a material adverse effect on our business, financial condition and results of operations.

14. We might expand into other geographical markets and such expansion may fail or not produce the desired results, which could have an adverse impact on our business, financial condition and results of operations. Currently, we operate mainly in Germany and the rest of Europe. We may strengthen our global presence in the future by intensifying sales and creating added value at the local level, especially in Asia, and in particular in China, and the United States by expanding our sales force and engineering facilities. An international expansion is associated with substantial costs and it is possible that we will not have the requisite financial resources and expertise to implement an expansion. Furthermore, the overall economic environment in the international markets which are relevant for our Group are subject to periods of substantial volatility. It is thus possible that any expected growth in demand for our vehicle engineering services will not transpire as planned or the markets will develop more slowly than anticipated. Historically, we have concentrated our activities in Germany and the rest of Europe. While we have recently established a presence in Asia, some of our major competitors may be more familiar with the Asian markets, and competing with these providers in Asia could be significantly more difficult than in Europe. Especially in China there is a risk that domestic Chinese car manufacturers may tend to select domestic instead of Western service providers due to reasons unrelated to price and quality. Furthermore, we are not yet fully familiar with the cultural traditions and customs of the Asian markets. In connection with our Asian representative office or joint venture, we may not succeed, or succeed only to a limited extent, in integrating our new partners into our Group structures due to cultural and other differences. Should we be unable to offer technologically more advanced services than our competitors, or should we be unable to prepare ourselves adequately to address the specific requirements of the customers in these markets, demand in these regions could be satisfied by local competitors. In addition, political or economic influences or the legal framework, could mean that any planned expansion cannot be pursued or can only be pursued on commercially unattractive terms. Should any international expansion by our Group not proceed as expected, the associated substantial investments made by us may not deliver the desired growth in revenue and income. In addition, due to weaker respect for intellectual property and technical know-how in certain overseas markets, our intellectual property and technical know-how could be put at greater risk of misappropriation by our customers, competitors and joint venture partners as a result of an expansion in these markets. All of these factors could mean that any expansion in international markets may not be successful or may not be as successful as planned, which could have a material adverse effect on our net assets, financial position and results of operations.

15. We may be adversely affected by fluctuations in exchange rates, which could have a material adverse effect on our business, financial condition and results of operations. As a global enterprise, our earnings and costs are exposed to exchange rate fluctuations. In the fiscal year ended December 31, 2014, we generated about four fifths of our revenue in countries with the Euro as functional currency. This could lead to the value of our costs not matching the value of the consideration received in transactions, because income and expenditure arise in different currencies. Exchange rate fluctuations can affect the levels of proceeds and receivables in particular. While we hedge our foreign currency exposure through forward exchange contracts

77 and interest rate caps, we may not always be able to adequately hedge against currency risk on suitable terms in the future. Thus, our hedging strategy may be partly or wholly unsuccessful. Furthermore, currency effects arise at subsidiaries whose functional currency is not the Euro, since on the one hand, the foreign currency earnings of these companies are translated at average rates and recognized in profit or loss, and, on the other hand, the net assets of these subsidiaries are translated into Euro at spot rates and result in currency-related fluctuations in the equity of our Group. There is no assurance that these fluctuations in currency exchange rates can be compensated by other means. Any uncompensated fluctuations may have a material adverse effect on our business, financial condition and results of operations.

16. We have substantial pension obligations and an increase in the net present value of our pension obligations, additional provisioning requirements or a decrease of the value of fund assets covering our pension commitments might adversely affect our financial position. We have made commitments to current and former employees with regard to company pension payments, both in the form of defined benefit and defined contribution pension plans. Only part of these pension plan commitments are covered by fund assets. The pension provisions recognized on our consolidated statement of financial position for the obligations arising from such pension commitments vis-à-vis employees are determined on an actuarial basis by the projected unit credit method in accordance with IAS 19. As of December 31, 2014, the vested net present value of the pension obligation amounted to €46.8 million (calculated under IAS 19). In determining our pension provisions amounting to €22.4 million as of December 31, 2014, we use certain actuarial assumptions regarding, for example, mortality rates, discount rates, changes in salaries and pension levels and staff turnover. If these actuarial assumptions prove to be inaccurate or need to be revised, for example due to increasing longevity or prolonged periods of low interest rates, this could lead to a significant increase in the net present value of our pension obligations and to additional provisioning requirements. Furthermore, in case pension plan commitments are covered by fund assets, the value of these assets could decrease and thus lead to additional provision requirements. Further, in Switzerland the company pension is conducted via a collective pension foundation (Sammelstiftung) that may request additional contributions from participating employers in the form of so-called recapitalization payments (Sanierungsgelder) in order to cover any additional funding needs which arise for the entire scheme. In addition, the legal conditions governing our Group’s pension obligations are subject to changes in applicable legislation or case law, which may also lead to new or more extensive pension obligations for our Group, or may impact our Group’s previous calculations of its pension obligations. Any of these factors or developments could have a material adverse effect on our business, financial position and results of operations.

17. Our consolidated statement of financial position includes significant intangible assets, which could become impaired and thereby have a material adverse effect on our business, financial condition and results of operations. We carry significant intangible assets on our consolidated statement of financial position. As of September 30, 2015, the carrying amount of intangible assets on our consolidated statement of financial position was €106.8 million (December 31, 2014: €109.9 million; December 31, 2013: €113.4 million), representing 21.4% of our total assets (December 31, 2014: 22.7%; December 31, 2013: 22.5%). This carrying amount includes €64.2 million in goodwill as of September 30, 2015 (December 31, 2014: €63.9 million; December 31, 2013: €63.9 million) resulting from the consolidation of investments in subsidiaries which is carried out according to the purchase method. In 2014, 2013 and 2012, we recorded no impairments on goodwill. However, there is no guarantee that impairments will not occur, particularly in the event of a

78 substantial deterioration of our future prospects or general economic conditions. A significant impairment of intangible assets could have a material adverse effect on our business, financial condition and results of operations.

18. Our risk management system might turn out to be partially or entirely ineffective, which could have a material adverse effect on our business, financial condition and results of operations. Although we have established a risk management system, our business might be subject to unknown or unidentified risks, and the risk management system might turn out to be partially or in its entirety ineffective or fail and risks to our business might materialise or might not be identified quickly enough. The realisation of any of these risks could have a material adverse effect on our business, cash flows, financial condition and results of operations.

19. We might be unable to effectively manage our own growth or to develop or raise the resources necessary in order to control or support our growth, which could have a material adverse effect on our business, financial condition and results of operations. We have steadily expanded our business operations and increased the number of employees over the past years. In particular, we acquired companies like the Rücker Group and the BFFT Group resulting in an expanded scope of our business. Any further expansion of business operations will require us to adapt our organization, human resources planning and funding accordingly and to have sufficient resources available. Expanding business operations tie up resources, both in management and in technical areas. Qualified personnel must be recruited and trained. In this context, it cannot be assured that we will be able to make the necessary adjustments in time and in the required scope. Failure to do so might have a material adverse effect on our business, cash flows, financial condition and results of operations.

20. Labor disruptions could materially adversely affect our business, net assets, financial condition and results of operations. As of September 30, 2015, our Group had 8,063 employees worldwide, including trainees but excluding employees from discontinued operations. There are currently no employment-related issues in the group which affect our business activities. However, these relations could deteriorate in the future and there is no guarantee that we will be able to enter collective agreements on terms which are satisfactory to us. While there have been no material work stoppages at any of our facilities due to labor union activities in recent years, any stoppage or slowdown at any of these facilities could cause material interruptions, and we cannot be certain that alternate qualified capacity would be available on a timely basis or at all. This could lead to a loss in revenue, loss of customers and increase of our operating costs (for example, if we were required to adopt or negotiate a shop-level collective agreement on a uniform remuneration system for all categories of employees, including employees operating under an employee- leasing scheme or a collective agreement providing for higher wages than currently applied or additional benefits or employment protection). As a result, labor disruptions at any of our facilities could materially adversely affect our business, net assets, financial condition and results of operations. See also, “A. Risk Factors—II. Regulatory and Legal Risks—2. Risks deriving from the potential invalidity of the election of the company-wide works council (“unternehmenseinheitlicher Betriebsrat”) and the collective agreements entered into by that committee could have a material adverse effect on our business, financial condition and results of operations.”

79 21. Our leverage and debt-service obligations could limit the cash we have available to grow our business, for dividend payments and other measures, and a significant increase in our indebtedness could restrict our access to credit or change the terms on which it is extended to us. This could have a material adverse effect on our business, financial condition and results of operations. As of December 31, 2014, our total non-current and current financial liabilities amounted to €166.9 million, our total equity amounted to €117.4 million, and our total assets amounted to €484.6 million. In the fiscal year ended December 31, 2014, our Adjusted EBIT1 amounted to €57.9 million. To the extent that cash flow from operating activities is dedicated to the payment of principal and interest on our indebtedness, it reduces the amount of cash we have available for other purposes, including capital expenditures, the exploitation of business opportunities, future acquisitions and other general corporate needs, as well as any future dividends. Furthermore, a significant increase in our net indebtedness could result in changes in the terms on which banks and suppliers are willing to extend credit to us. Any of these events, if they occur, could increase our costs of financing, or cause us to become obligated to repay on some or all of our indebtedness early, either of which could have a material adverse effect on our business, financial condition and results of operations.

22. Our ability to raise capital in the future could be limited and thus have a material adverse effect on our business, financial condition and results of operations. In the future, we might need or desire to raise capital through public or private financing or other arrangements, for example to refinance our long-term loans provided by a subsidiary of ATON GmbH in an aggregate amount of €192.8 million, which will be due for repayment in November 2018. As of September 30, 2015, the non-current liability to ATON Group Finance GmbH amounted to €158.8 million. Financing might not be available on acceptable terms, or at all. Factors that could increase the difficulty of obtaining financing include, but are not necessarily limited to, a deterioration in general economic conditions globally or in the markets in which we operate, higher interest rates, a deterioration in our financial results or condition, insufficient competition among banks or other potential sources of financing, and insufficient demand for securities in the debt or equity capital markets. Any inability to raise capital as needed or to refinance existing indebtedness going forward could harm our business, prevent us from realizing business opportunities, prevent us from growing our business or prevent us from responding to competitive pressures, and could, thus, have a material adverse effect on our business, financial condition and results of operations.

23. Political, social or economic conditions and changes in countries in which we and/or our customers operate could have an adverse impact on our business, financial condition and results of operations. In some of the countries in which we and/or our customers operate, the general economic, political and legal environment is less stable than in Western Europe. Far-reaching changes in the political, social and economic environment can never be ruled out. Our European and particularly our international operations and those of our customers are, therefore, exposed to a number of factors, over which we and our customers have little to no control. These factors include, but are not limited to, the following: Š political, social, economic, financial or market-related instability or volatility; Š natural disasters including fires, floods and disease epidemics;

1 Adjusted EBIT is a non-IFRS measures. Adjusted EBIT represents earnings before interest and taxes adjusted for non-recurring items. While the amounts included in Adjusted EBIT have been derived from our consolidated or combined financial statements, such measures are not financial measures calculated in accordance with IFRS, Accordingly, Adjusted EBIT should not be considered as an alternative to gross profit or sales revenue and changes in inventories as an indicator of our performance, or as an alternative to operating cash flows as a measure of our liquidity. Our management uses Adjusted EBIT to assess our operating performance and as a measure of economic success of the Company. In addition, we believe that Adjusted EBIT is a measures commonly used by investors. Adjusted EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated.

80 Š manmade disasters including acts of war, terrorist attacks and other hostilities; Š foreign currency control regulations and other regulations or government interventions or the negative impacts related to exchange rates, foreign currencies and taxation; Š restrictions on capital transfer; Š the absence of an independent and experienced judiciary and the inability to enforce contracts, as well as corruption; Š reimbursement rates and services covered by government reimbursement programs; Š trade restrictions and sanctions regimes; and Š restrictions on the repatriation of earnings. The factors above, and in particular any material deterioration of the economic situation in one or more of the countries in which we operate, could, directly or indirectly, have a material adverse effect on our business, financial condition and results of operations.

24. Our management team has limited experience in managing a public company, and publicly traded company reporting and compliance requirements could divert resources from the day-to-day management of our business which could have a material adverse effect on our business, financial condition and results of operations. Our management team has limited experience in managing a publicly-traded company and complying with the increasingly complex laws pertaining to public companies. Our management team might not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under applicable laws and regulations. These new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business. As a public company, we will be subject to additional reporting requirements. Compliance with these rules and regulations will increase our legal and financial compliance costs and may make some activities more difficult and time-consuming. As a result, management’s attention may be diverted from other business concerns and we may be required to hire additional employees or engage outside consultants to comply with these requirements, which would increase our costs and expenses. Any of these developments, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

25. The historical financial information presented in this prospectus may not be comparable and may not be a reliable indicator of our future results. We have a complex financial history which may limit the comparability of the financial statements contained in this prospectus. The Company was incorporated by its sole shareholder, ATON GmbH, Munich, Germany (the “Selling Shareholder”) on November 2, 2015 by way of a capital contribution in cash in the aggregate amount of CHF 1,000 thousand against issuance of 25,000 thousand bearer shares with a nominal value of CHF 0.04 each. Since its incorporation, the Company has not conducted any business, acquired any assets or incurred any liabilities other than as directly related to its incorporation and the offering of its shares pursuant to this prospectus. Concurrently with the determination of the Offer Price (as defined below in “—III. Risks related to our shares and the offering—5. Our shares have not previously been publicly traded and there is no guarantee that an active and liquid market for our shares will develop and therefore investors may not be in a position to sell their shares in the Company quickly or at or above the Offer Price.”) the Selling Shareholder will contribute all of the shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of contribution into the capital reserves without issuance of new shares or any other compensation by the Company (the “Contribution”). EDAG Engineering Schweiz

81 Sub-Holding AG was incorporated on September 14, 2015 which, indirectly, through EDAG Engineering Holding GmbH, a German intermediate holding company, holds all of the shares in EDAG Engineering GmbH. EDAG Engineering GmbH conducts, directly and indirectly, through its subsidiaries the operating business described in this prospectus. By means of the Contribution, the Company will, thus, acquire this business. As a result, historical financial information included in this prospectus for the fiscal years ended December 31, 2012, 2013 and 2014 is that of EDAG Engineering GmbH, which will, upon completion of the Contribution, be the operative parent company of the Group. As of and for the nine-month period ended September 30, 2015, we present the financial information based on the consolidated financial information of EDAG Engineering Schweiz Sub-Holding AG, which will, upon completion of the Contribution, be the direct subsidiary of the Company. EDAG Engineering Schweiz Sub-Holding AG indirectly holds all shares in EDAG Engineering GmbH through EDAG Engineering Holding GmbH. Between September 14, 2015, the incorporation date of EDAG Engineering Schweiz Sub-Holding AG, and September 30, 2015, EDAG Engineering GmbH and EDAG Engineering Holding GmbH have entered into certain transactions (in particular the assumption of a loan liability of EDAG Engineering GmbH in an amount of €107.3 million by EDAG Engineering Holding GmbH as of September 30, 2015), the effects of which would adversely affect the comparability between consolidated financial information for the nine-month period ended September 30, 2015 prepared on the level of EDAG Engineering GmbH and the consolidated and combined financial information included in this prospectus for the fiscal years ended December 31, 2012, 2013 and 2014 prepared on the level of EDAG Engineering GmbH. In order to provide investors with more comparable financial information for these periods, we present the consolidated financial information as of and for the nine- month period ended September 30, 2015 on the level of EDAG Engineering Schweiz Sub- Holding AG with the corresponding financial information for the nine-month period ended September 30, 2014 on the level of EDAG Engineering GmbH. EDAG Engineering GmbH was established in 2012 and initially purchased by the Selling Shareholder. EDAG Engineering GmbH acquired the Rücker Group with effect from October 1, 2012. In 2013, Rücker AG was merged into EDAG Engineering GmbH, and the non-controlling interests in Rücker AG were squeezed out. With effect from January 1, 2014, Rücker GmbH, a 100% subsidiary of the former Rücker AG, was merged into EDAG Engineering GmbH. In January 2013, BFFT Holding GmbH, a 100% subsidiary of EDAG Engineering GmbH, acquired the BFFT Group. With effect as of January 1, 2014, our Selling Shareholder contributed its subsidiary EDAG GmbH & Co. KGaA to EDAG Engineering GmbH. As a result, the activities of EDAG GmbH & Co. KGaA were combined with the Rücker Group and the BFFT Group in EDAG Engineering GmbH. No legal group relationship existed between EDAG Engineering GmbH and EDAG GmbH & Co. KGaA in the fiscal years 2012 and 2013, as they were sister companies and both subsidiaries of our Selling Shareholder. As a result, 2014 was the first fiscal year in which it was possible to prepare consolidated financial statements for EDAG Engineering GmbH. The first IFRS consolidated financial statements were prepared for the year ended December 31, 2014 and contain the corresponding period ended December 31, 2013 and the opening statement of financial position is drawn up as of January 1, 2013. Furthermore, we disposed of certain subsidiaries between 2012 and 2014, in particular several of the Group’s aerospace subsidiaries, which were acquired as part of the Rücker Group. They had been included in the group of combined entities with effect from October 1, 2012 for the purposes of the audited combined financial information for the fiscal year ended December 31, 2012. For the fiscal year ended December 31, 2013, they were classified as a disposal group in accordance with IFRS 5. As a disposal group, these subsidiaries’ results were included in our audited consolidated statement of comprehensive income for the fiscal year ended December 31, 2013. In addition, their assets and liabilities were presented as a single line item in

82 our audited consolidated statement of financial position for the fiscal year ended December 31, 2013. With effect from March 31, 2014, the Group disposed of its shares in these aerospace subsidiaries, after which time these subsidiaries ceased to be included in the consolidated group of entities for the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2014. In addition, we sold EKS InTec GmbH on May 31, 2014. With effect from this date, this subsidiary ceased to be included in the consolidated group of entities for the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2014. As a result of these acquisitions and disposals, the audited combined financial information for the fiscal year ended December 31, 2012 only contains three months of data for the Rücker Group (October 1, 2012 to December 31, 2012), includes no data for the BFFT Group and includes three months of data for the former aerospace subsidiaries. In contrast, the audited consolidated financial information for the fiscal year ended December 31, 2013 includes data for the full year for both the Rücker Group and the BFFT Group and classifies the aerospace subsidiaries as a disposal group in accordance with IFRS 5. Furthermore, the audited consolidated financial information for the fiscal year ended December 31, 2014 includes data for the full year for both the Rücker Group and the BFFT Group, but only includes three months of data for the aerospace subsidiaries as a disposal group (January 1, 2014 to March 31, 2014). As a consequence, the comparability of the financial information for the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014 is limited with respect to one another and the historical financial information as presented in the financial statements included in this prospectus may not necessarily reflect what our financial position, results of operations or cash flows would have been absent the aforementioned effects, and may not be indicative of the financial position, results of operations or cash flows that the we will achieve in the future.

26. Our insurance cover could prove inadequate and losses or liabilities which exceed our maximum cover could have a material adverse effect on our business, financial position and results of operations. We have taken out insurance to cover various operational risks. However, there is no guarantee that our current insurance policies will provide appropriate and adequate cover for all potential losses and liabilities that may arise, or that in the future we will be able to secure adequate insurance cover on reasonable commercial terms in the future. Losses or liabilities which exceed our maximum cover could have a material adverse effect on our net assets, financial position and results of operations.

II. REGULATORY AND LEGAL RISKS 1. We are subject to risks arising from evolving legislation designed to combat abuses of employee leasing arrangements and from false self-employment. These risks include additional payment obligations, fines and the requirement to change the basis of our business model, which could have a material adverse effect on our business, financial condition and results of operations. In the fiscal year ended December 31, 2014, we generated 78% of our revenues in Germany where, based on the average number of employees in the fiscal year ended December 31, 2014, approximately 77% of our workforce is employed. In rendering our vehicle engineering services, our engineers closely collaborate with the engineering units of our automotive OEM and other customers on the projects which these customers place with us. In order to improve the efficiency of such collaboration, we often maintain our own facilities in locations on or near the facilities of our customers. In the vast majority of cases, our customers engage us for pre-defined engineering projects where we render the agreed engineering product according to parameters agreed with our customers in advance but where we take responsibility for the planning,

83 execution and cost of the actual engineering work. Under these work package agreements, we do not take instructions from our customers on how we staff engineering projects and our employees are not bound by instructions given by our customers. As a consequence of the increasing trend by automotive OEMs and other producers of automotive products to outsource engineering tasks to specialized service providers like us, German trade unions, works council and/or employees may challenge the effectiveness of work package agreements by alleging that such agreements are “disguised” employee leasing agreements. Further, German trade unions increasingly express concern that the contractual arrangements under which vehicle engineering services are rendered to OEMs and other automotive companies are only structured as work package agreements (Werkverträge) to avoid legal restrictions and regulations applicable to employee leasing arrangements (Arbeitnehmerüberlassung) in Germany as well as certain benefits for employees under employee leasing arrangements afforded by collective bargaining agreements applicable to the automotive industry. The governing parties CDU, CSU and SPD therefore agreed to “prevent an abuse of work package agreements and agency work” in the coalition treaty of 2013. Also, in 2013 due to an initiative of certain Federal States a draft “Act to combat the abuse of work package agreements” was deferred to the first chamber of the German Parliament but is still pending. The German government announced in March 2015 that customs authorities shall investigate by means of intensified inspections under the “Anti-Moonlighting Act” (Schwarzarbeitsbekämpfungsgesetz) whether work package agreements are abused in practice. According to press reports, a legislative proposal with the aim to combat sham work package agreements will be presented in 2015. While three of our subsidiaries hold employee leasing licenses (Arbeitnehmer überlassungserlaubnis), currently granted on a temporary basis, and render a limited amount of our vehicle engineering services to our customers through employee leasing agreements, the vast majority of our services are structured as work package agreements (Werkverträge). We take the view that this part of our business cannot be re-qualified as employee leasing (Arbeitnehmerüberlassung) in general and that we should therefore not be exposed to current or future regulations of employee leasing. However, there can be no assurance that competent administrative authorities and/or competent courts do not take a different view of the relevant legal issues or that no new legislation will be enacted which would subject us to regulation applicable to employee leasing. Any such development could expose us to certain risks, including (but not limited to): Š the risk that an existing work package agreement is held void if found to be an abusive work package agreement; Š the risk to be obliged to retroactively grant our employees employment terms similar to the terms and conditions of employment of the respective customer (“equal pay”) including, as the case may be, a higher salary level as well as additional social security contributions; Š the risk of criminal sanctions against key personnel in connection with a failure to deduct social security contributions related to the equal pay obligation set out above; Š the risk that we may lose employees to customers if such employees will be regarded as employees of our customer (which, according to the recent decision of a regional labor court may also materialize if an employment lease license had been obtained) or if our customers become obliged under applicable collective bargaining agreements to make our employees an employment offer; Š the risk of damages to be paid to our customers in the event that they have to take over employees based on alleged sham work package agreements; Š the risk of administrative fines being imposed on us for breaches of employee leasing regulations;

84 Š the requirement to change the core of our business model to a licensed employee leasing agency which is less attractive to our customers and may generate lower revenues or, to avoid such change of our business model, the requirement to relocate our own engineering facilities to locations outside our customers’ facilities and/or more remote from our customers’ locations than is currently the case, which may result in significant costs and less efficient collaboration with our customers; Š the requirement to reduce the degree of interaction and coordination on engineering projects between our own engineering personnel and the personnel of our customers, which may compromise the quality of our vehicle engineering services, timely delivery of services and cost efficiency; Š the necessity to reduce our workforce in Germany and increase the number of engineers we employ outside Germany in order to reduce exposure to overly onerous labor law regulations in Germany which in turn may result in a loss of employees and related know-how, the necessity to hire qualified personnel outside Germany, and substantial related costs; and Š reputational risks. The realization of any of the above risks may reduce the willingness of our customers in Germany to engage us for vehicle engineering services projects and/or may reduce, eliminate or reverse relative cost advantages of using external engineering capacity compared to the internal engineering departments of OEMs and other producers of automotive products. In addition, we face certain risks in connection with false self-employment which could materialize if subcontractors that we hire from time to time are requalified as our employees by competent administrative authorities and/or competent courts. If subcontractors are requalified as our own employees, we may incur costs from additional personnel expenses and may be required to reduce the degree of interaction and coordination with our subcontractors on our engineering projects, which may compromise the quality of our vehicle engineering services, timely delivery of services and cost efficiency, or limit the use of subcontractors altogether. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

2. Risks deriving from the potential invalidity of the election of the company-wide works council (“unternehmenseinheitlicher Betriebsrat”) and the collective agreements entered into by that committee could have a material adverse effect on our business, financial condition and results of operations. At the level of EDAG Engineering GmbH, a company-wide works council has initially been elected in 2002 by employees of EDAG GmbH & Co KGaA, a predecessor company of EDAG Engineering GmbH, and has been re-elected every four years since then. EDAG Production Solutions GmbH & Co KG, EDAG GmbH & Co KGaA and the company-wide works council entered into a works agreement dated March 31, 2012 according to which the parties agreed, inter alia, that the companies form a joint operation which is represented by the company-wide works council. The most recent re-election of the company works council in April 2014 took place with the participation of employees of EDAG Production Solutions GmbH & Co KG. Since the merger of Rücker AG into EDAG Engineering GmbH, the Munich works council of Rücker AG exists beside the company-wide works council at the level of EDAG Engineering GmbH and has formed an overall joint works council (Gesamtbetriebsrat) with the company-wide works council. Under the German Works Constitution Act (Betriebsverfassungsgesetz) the formation of a company-wide works council in the absence of respective collective bargaining agreements is only possible if no other works council was established at the time of the establishment of the company-wide works council, the employees have voted for the establishment of such works council and the formation of works councils is thereby facilitated, or if this combination serves the worker’s interest.

85 The validity of the most recent re-election of the company-wide works council, which took place on in April 2014 is currently being challenged before a court by the former Rücker AG works council in Munich. The works council (inter alia) argues that a company-wide works council may not be elected by employees of more than one company so that the most recent election with participation of both the employees of EDAG Production Solutions GmbH & Co KG and EDAG Engineering GmbH was void. Further, the works council is of the opinion that also the initial election of the company-works council in 2002 was void as the required majority had not been reached and that therefore all further elections, including the most recent one, had also been void. According to the prevailing view in literature and some jurisdictions of German labor courts, the consequences of a foundation of a company-wide works council without complying with applicable law depends on whether or not the violation of law was severe and obvious. If the court considers the participation of employees of EDAG Production Solutions GmbH & Co KG in the election of the company-wide works council as a severe and obvious violation of law or determines any other violation, the re-election of the company-wide works council in April 2014 would likely be considered void with the consequence that all works agreements entered into by the company-wide works council and/or the overall works council since then would be invalid. If the court also considers the initial election in 2002 as void, all works agreements ever entered into by the company-wide works council and the overall works council would likely be invalid with retroactive effect. To the extent that such void works agreements were beneficial to us, we would no longer profit from any favorable effects. For example, we may in the event of an ineffectiveness of a works agreement on short-time work be required to compensate for savings made on the basis of the works agreement. To the extent that works agreements beneficial to us are held void by the court, our l business might be adversely affected and we may be subject to payment obligations, which could have an adverse effect on our financial condition and results of operations.

3. We are subject to risks in connection with court proceedings filed against us following the squeeze-out of minority shareholders of Rücker AG. If we are required to make additional compensation payments to minority shareholders, this could have a material adverse effect on our business, financial condition and results of operations. In 2013, former shareholders of Rücker AG instituted an appraisal proceeding pursuant to the German Appraisal Proceedings Act (Spruchverfahrensgesetz) against our subsidiary EDAG Engineering GmbH (formerly ATON Engineering AG) before the Regional Court of Frankfurt am Main (Landgericht Frankfurt am Main). The proceeding relates to a resolution passed by Rücker AG’s 2013 general shareholders’ meeting regarding the squeeze-out of Rücker AG’s minority shareholders in connection with the merger of Rücker AG into EGAG Engineering GmbH (verschmelzungsrechtlicher Squeeze-out). The minority shareholders held 834,413 shares equaling 9.96 per cent in Rücker AG at that time. The resolution also provided for cash compensation of €16.23 per share to those minority shareholders in exchange for their shares being transferred to EDAG Engineering GmbH pursuant to the merger squeeze-out resolution. The cash compensation granted to the minority shareholders was equal to the average share price during the three-months period prior to 3 May 2013 (the date on which the squeeze-out request was published) while, according to the valuation report prepared by the court- appointed valuation expert (Bewertungsgutachter) in preparation of the shareholders’ resolution, the actual value of shares at the legally relevant valuation date, the date of Rücker AG’s 2013 general shareholders’ meeting, amounted to €12.46 per share. In their complaint, Rücker AG’s former minority shareholders claimed that the cash payment did not represent the actual value of shares of Rücker AG at the relevant valuation date and demanded the court to determine adequate cash compensation. In a ruling rendered in February 2015, the Regional Court of Frankfurt am Main rejected the applications and confirmed that the cash compensation of €16.23 per share was not inadequate

86 and that the compensation payment was not to be increased. Four applicants and the joint representative of the minority shareholders (Gemeinsamer Vertreter) appealed (Beschwerde)to the Regional Court of Frankfurt am Main which decided that the complaints should not be remedied and therefore requested the Higher Regional Court of Frankfurt am Main to give a ruling thereon. We cannot predict at this stage which view the Higher Regional Court of Frankfurt am Main will take. We continue to believe that the cash consideration paid was adequate and will continue to defend ourselves against the actions. However, if the applicants should prevail in the appraisal proceedings, our subsidiary EDAG Engineering GmbH would be obliged to make an additional compensation payment to each of the minority shareholders in an amount to be determined by the competent court. Depending on the valuation of Rücker AG applied by the court in such case, any such additional payment obligation could have an adverse effect on our financial condition and results of operations.

4. We may be unable to protect our intellectual property effectively, which could have a material adverse effect on our business, financial condition and results of operations. The quality of our services is highly dependent upon our technological and engineering know- how and the scope and limitations of any proprietary intellectual property rights therein. We have obtained or applied for a number of intellectual property rights, such as patents, that are of considerable importance to our business. The process of seeking patent protection can be lengthy and expensive. Furthermore, patents may not be granted on currently pending or future applications or may not be of sufficient scope or strength to provide us with meaningful protection or commercial advantage. In addition, while there is a presumption that patents are valid, the granting of a patent does not necessarily imply that it is effective or that possible patent claims can be enforced to the degree necessary or desired. Furthermore, the vast majority of our know-how and business secrets are not patented or cannot be protected through intellectual property rights. Consequently, there is a risk that certain parts of our know-how and business secrets are transferred to collaboration partners, customers or suppliers, in particular when any of our employees take up new employment with any of these parties. This poses a risk that competitors or customers will copy our know-how without incurring any expenses of their own. In addition, it is the nature of our engineering agreements with our customers that the results of our engineering work are provided to the customers for their use. Any innovations that we introduce into our designs of cars, components, systems and production lines can therefore be used by our customers on other engineering projects in which we are not involved or in which our competitors may be involved, and we are therefore under constant pressure to further innovate. Moreover, we have concluded a number of license, cross-license, and cooperation and development agreements with our customers and other third parties under which our Group is granted rights in intellectual property and/or know-how of such third parties. It is possible that license agreements could be terminated, for example, in the event of the licensing partner’s insolvency or bankruptcy and/or in the event of a change-of-control in either party, leaving our Group with reduced access to intellectual property rights to commercialize its own technologies. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

5. There is a risk that we may infringe the intellectual property rights of third parties, which could have a material adverse effect on our business, financial condition and results of operations. There is a risk that we may infringe the intellectual property rights of third parties, since our competitors, suppliers and customers also submit a large number of inventions for intellectual property protection. It is not always possible to determine with certainty whether processes, methods or applications we use are subject to the intellectual property rights of third parties. Therefore, third parties could assert infringements of intellectual property rights (including

87 illegitimate ones) against our Group. As a result, we could be required to cease using or marketing the relevant technologies or services in certain countries. In addition, we could be liable to pay compensation for infringements or could be forced to purchase licenses to make use of technology from third parties. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

6. We may not have validly acquired employee inventions or could fail to validly acquire them in the future, which could have a material adverse effect on our business, financial condition and results of operations. There is a risk that we have failed or will fail to properly claim the inventions of our employees. Present or former employees who made or make employee inventions may continue to be the owners of the rights to these inventions if we fail to claim the invention in a timely manner. If this should be the case and we nevertheless registered an employee invention with us as the owner of a patent or utility model and/or used an employee invention as such, then the employee who made the invention may have a claim for transfer of the patent/of the utility model against us, and may be able to assert claims for damages for the unauthorized use of his or her invention (e.g. disgorgement of profits or notional license fees). In addition, a claim could be asserted against us to enjoin our use of the invention, or we could be forced to enter into a license agreement providing for the payment of royalties in order to use the invention in the future, or we may have to acquire the invention. Furthermore, there is a risk that employees may have claims for employee invention compensation which have not yet been fully satisfied. Should we have failed to validly acquire employee inventions or should we potentially fail to validly acquire them in the future or should employees have claims for employee invention compensation which have not been fully satisfied, this could have a material adverse effect on our business, financial condition and results of operations.

7. We are exposed to the risk of product-related crime and industrial espionage, which could have a material adverse effect on our business, financial condition and results of operations. As a provider of vehicle engineering services to the automotive industry and due to our knowledge of certain material business secrets of our customers, we face certain crime risks. These include, among others, theft and misuse of automotive product designs developed by ourselves or by our customers (including attempts at these crimes). The sophistication and complexity of product-related crime has increased significantly in recent years. The risk of material damage cannot easily be estimated, in particular, because, an exact number or cases of product related crimes is not available. The impact of product related crimes on business activities differs by case and is influenced by factors specific to regions and products. Furthermore, there is a risk of loss of sensitive business information, other data or the tangible and intangible expertise of ourselves or our customers due to an ineffective protection of confidential information, in particular as a result of any possible form of offence such as industrial espionage. Our key employees and officers have access to sensitive confidential information relating to our business as well as the business of our customers such as insights about strategic developments, business case planning and core technology. We have implemented various measures to protect such confidential data. However, in the event that competitors, our customers’ competitors, third parties or the general public gain access to such confidential information in spite of our protective measures, be it on purpose or by accident, our market position could be materially weakened and lead to a loss of reputation and, consequently, of customers. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

88 8. Governmental regulations could increase our costs and could adversely affect our business and results of operations. We must observe a large number of different regulatory systems across the world that change frequently and are continuously evolving and becoming more stringent, in particular with respect to environmental regulations as well as workers’ health regulations. In addition, for our sites and operations, we require various permits and we have to comply with the requirements specified therein. In the past, adjusting to new requirements has required significant investments and we assume that further significant investments in this regard will be required in the future. Furthermore, any additional regulation restricting or limiting car traffic with an aim at reducing carbon emissions could lead to a material decrease in car sales and consequently adversely affect demand for our vehicle engineering services. The realization of any of these risks could have a material adverse effect on our business, financial condition and results of operations.

9. We might be exposed to tax risks resulting from deviating interpretations of applicable tax laws by the tax authorities or adverse amendments to current legislation, which could have a material adverse effect on our business, financial condition and results of operations. The Company and its subsidiaries are regularly subject to tax audits in Germany and abroad. The most recent tax audit of most of the German companies of the Group covered the fiscal years 2004-2007. A German tax audit is currently pending for the years 2008-2010. The tax assessment notices issued for the tax periods not yet audited are not final and are subject to full review and change by the tax authorities. As a consequence of current or future tax audits in Germany or abroad, or as a result of divergent interpretations of tax law by the tax authorities or tax courts, the tax burden of the relevant entities of the Group could be materially higher than what we currently anticipate or from what is reflected in our financial statements included elsewhere in this prospectus. For example, because of the Group’s international activities, it cannot be excluded that a tax authority successfully claims the existence of a permanent establishment in another jurisdiction and allocates a certain amount of profits to such permanent establishment. To the extent that these profits have already been taxed in another jurisdiction such re-allocation may potentially result in double taxation, if no double taxation relief is available. Moreover, our Group companies are engaged in numerous intra-group cross-border transactions. Should the tax authorities demand the adjustment of the Group’s transfer prices this may potentially result in double taxation, if no double taxation relief is available. In addition, there are several rules in the German tax laws restricting the tax deductibility of interest expenses. The tax deductibility of interest expenses depends, among other things, on the annual tax EBITDA. Should the interest expenses not meet the respective tests and thus not be tax deductible, this could result in a higher tax burden. We have recently implemented business reorganizations and transferred certain business units intra-group at tax book value. Should the tax authorities deny the roll-over relief, this could result in additional taxes for the transferor company. To the extent the transferee company cannot obtain tax savings in connection with such restructuring, this could result in additional taxes and interest. In addition, due to a recent judgment of the German Federal Constitutional Court, it is expected that the the German legislator will retroactively increase the tax basis for real estate transfer tax, inter alia, on intra-group restructurings, as the German Federal Constitutional Court held that the previous simplified assessment procedure (Bedarfswertverfahren) must be replaced by an assessment procedure resulting in the fair market value as tax basis for real estate transfer tax. As a result, we might be subject to an additional amount of approximately € 1.0 million real estate transfer tax. We have not yet made a provision in our financial statements with regard to such increased real estate transfer tax.

89 Furthermore, our business is subject to the general tax environment in the countries in which we operate. Changes in tax legislation (potentially even with retroactive effect), administrative practice or case law or treatments of tax facts by the relevant tax authorities which deviate from our assessments could result in a future tax burden that is materially higher than what we currently anticipate. The realization of any of these risks, alone or in combination, may have adverse effects on our business, financial condition and results of operations.

10. We sell our services internationally and face legal and regulatory risks in the countries into which we sell our services, which could have a material adverse effect on our business, financial condition and results of operations. We currently sell our services to customers primarily in Germany, and more generally in Europe. We are already, and expect to become increasingly as we expand our operations outside Europe, subject to a wide range of laws and regulations, including but not limited to laws and regulations concerning competition, unfair trading, anti-corruption, advertising, employment, customs, environmental protection, laws imposing sales and other taxes, and other laws and regulations that are directly or indirectly related to our business operations in each of these jurisdictions. Additional laws or regulations or unexpected changes in the regulatory requirements in any of the countries in which we operate might increase our cost of doing business, decrease demand for our products and services, restrict our flexibility or prevent us from doing business at all in any such country. If we violate or are alleged to have violated applicable, or fail to adapt to amended, laws or regulations, we could become subject to significant fines, legal fees and related costs, reputational damage and other potential costs or liabilities. The occurrence of any of these events, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

11. We are exposed to compliance risks and might be subject to fines and follow-on claims for damages in relation to alleged or actual anti-competitive behavior or due to the violation of anticorruption laws or international sanctions, which could have a material adverse effect on our business, financial condition and results of operations. We are exposed to a large variety of business and compliance risks. Since our domestic and foreign key employees retain a certain amount of operational and decision-making flexibility, we cannot guarantee that our domestic and foreign key employees will not take actions, or, in particular cases, take fraudulent actions against us or third parties, or experience problems or conflicts of interests that could be detrimental to our business, financial condition and results of operations. We compete for attractive orders from customers some of which operate in developing countries with underdeveloped or unstable political, legal and regulatory regimes as well as inconsistent enforcement of laws and regulations. In this connection, individual employees of our Group could violate applicable laws, for example in the areas of antitrust law as well as anticorruption laws. We might become subject of investigations by competition authorities and might be exposed to fines imposed by such authorities and follow-on claims for damages raised against us by third parties. The amount of any such fines and follow-on claims for damages could be substantial. In addition, alleged or actual anti-competitive behavior might seriously disrupt business relationships with business partners. Moreover, while we have not engaged in any improper activity in any sanctioned jurisdiction of which we are aware, a member of the Group currently intends to submit proposals to enter into two contracts to provide engineering services to an Iranian state-owned entity relating to the design of components and manufacturing operations lines for the production of automobiles in Iran, which is a country subject to economic sanctions imposed by United States and the European Union, among others. The anticipated revenue from these two potential contracts, which are expected to have a term of several years, would, if awarded, amount to less than 1% of the Group’s total revenues for the year ended December 31, 2014. No proceeds of the offering would be used by the Company or any member of the Group to pursue or perform transactions involving Iran, and no U.S. persons or

90 currency will be involved. We believe that the proposed activity is currently not targeted under “secondary sanctions” imposed upon Iran by the United States, including sanctions against activity in support of Iran’s automotive sector, due to certain temporary suspensions of these sanctions by the United States. We cannot rule out the possibility that the temporary suspension of sanctions currently in place will expire in the future without being replaced by comparable sanctions relief, and thus that our intended activity may become subject to penalties under U.S. law at some point in the future, especially given the long-term nature of the proposed contracts. In particular, even if the temporary suspension of U.S. secondary sanctions is replaced by implementation of sanctions relief under the July 14, 2015 “Joint Comprehensive Plan of Action” accord between Iran, the United States, China, France, Germany, Russia, the United Kingdom and the European Union, the sanctions could “snap back” in place at a future date upon a determination that Iran has violated its commitments under the accord. Renewed sanctions could be accompanied by additional measures further restricting dealings with Iran. Should that occur and render our activities in Iran subject to sanctions, we could be subject to the risk of penalties or other economic liabilities at that time. Moreover, while certain of the U.S. secondary sanctions against Iran directed at the automotive sector are currently suspended, this suspension does not extend to all activities. While we have taken steps to ensure that any activities undertaken by the Group in Iran will not be subject to these sanctions, we cannot assure you that, through inadvertence or otherwise, our activities might cause a member of the Group to become subject to penalties under U.S. or other sanctions programs. The realization of any of these risks, alone or in combination, could have a material adverse effect on our business, financial condition and results of operations.

12. Adverse judgments or settlements resulting from legal proceedings could expose us to monetary damages and limit our ability to operate our business. We may become involved from time to time in private actions, investigations and various other legal proceedings by employees, suppliers, competitors, government agencies or others. The results of any such litigation, investigations and other legal proceedings are inherently unpredictable. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, damage our reputation, require significant amounts of management time and divert significant resources. If any of these legal proceedings were to be determined adversely to us, or if we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have a material adverse effect on our business, financial condition and results of operations.

13. Changes in accounting standards could have a material adverse effect on our financial condition and result of operations. Our consolidated financial statements are issued in accordance with International Financial Reporting Standards as adopted in the European Union (IFRS). New or changed accounting standards, for example the recently introduced IFRS 15, which entails a change of how revenue is to be recognized and evaluated, and the amended IFRS 17, which will no longer distinguish between finance leases and operating leases, may lead to adjustments in the relevant accounting positions which could have a material adverse effect on our financial condition and results of operations.

III. RISKS RELATED TO OUR SHARES AND THE OFFERING 1. Following the offering, our Selling Shareholder will continue to exercise significant influence on the Company and thereby have, inter alia, a substantial influence on matters submitted to a vote of the Company’s shareholders meeting and change of control matters, and its interest may conflict with those of our other shareholders. Following the successful completion of this offering and assuming placement of all the Offer Shares and full exercise of the Greenshoe option, our Selling Shareholder together with HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig which might acquire

91 Offer Shares in connection with this Offering on a non-preferential basis (see “C. The Offering— XVI. Interests of Parties Participating in the Offering”), will hold at least 59.75% of the outstanding share capital of the Company. Therefore, the Selling Shareholder will continue to exercise substantial control over the Company. In particular, the Selling Shareholder will have a substantial influence on matters submitted to a vote of the Company’s shareholders meeting, such as the election and removal of members of the board of directors, declaration of dividends, capital increases and capital structure, amendments to the articles of association as well as other important matters. For a period starting on the first day of trading of the shares of the Company on the Frankfurt Stock Exchange (currently expected to take place on December 2, 2015) and ending on the day of the second ordinary shareholders’ meeting of the Company after the first day of trading, however, at least for a period of 19 months after the first day of trading, the Selling Shareholder has undertaken to exercise its voting rights with respect to such number of shares of the Company directly or indirectly held by the Selling Shareholder upon settlement of the offering in a restrictive manner regarding the election and removal of members of the Board of Directors and the provision in the articles of association that provides for the no casting vote of the chairman. For the above stated period, the members of the Board of Directors which have been elected with the voting rights of the Selling Shareholder will therefore not constitute the majority of the Board of Directors. Furthermore, the Selling Shareholder agreed to procure that any persons that have control over the Selling Shareholder and own shares in the Company, will also only exercise their voting rights with regard to shares of the Company in accordance with the above described voting restrictions. The Selling Shareholder will also have a substantial influence in change of control matters and, subject to corporate governance protections afforded by law, may take other actions that might not be favorable to the shareholders as a whole. The substantial ownership of the Selling Shareholder generally enables the Selling Shareholder to block the adoption of shareholders resolutions which it does not support and, in such event, investors generally may not be able to affect the outcome of any shareholder vote. In addition, through the members of the board of directors who are related to the Selling Shareholder, the Selling Shareholder may exert significant influence on the Company. In addition, the interests of the Selling Shareholder may be different from our interests or those of other shareholders. The ownership stake of the Selling Shareholder may have the effect of making certain transactions more difficult or impossible without the support of the Selling Shareholder, and may have the effect of delaying, postponing or preventing certain major corporate actions, including a change of control in the Company, and could thus prevent mergers, consolidations, acquisitions or other forms of combination that might be advantageous for investors. Furthermore, under its existing financing arrangements which have a term until November 2018, the Selling Shareholder is subject to restrictions on the incurrence of additional financial indebtedness measured on a group level (including ourselves) as well as on the level of financial indebtedness which may be incurred by its subsidiaries (including ourselves). These restrictions may cause the Selling Shareholder to attempt to limit the amount of financial indebtedness we incur in order to avoid a breach of such restrictions under its financing arrangements. The realization of the Selling Shareholder’s interests which are in conflict with those of the Company or the other shareholders may have a material adverse effect on the value of our shares and our business, financial condition and results of operations. 2. If any person should acquire control of the Company in the future, our shareholders may not realize any change-of-control premium on their shares, as neither German nor Swiss Takeover law rules are applicable to us. Because we are incorporated in Switzerland, but our shares will only be admitted to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), neither the provisions of the German Takeover Code (Wertpapiererwerbs- und Übernahmegesetz,“WpÜG”), nor the Swiss law rules set forth in the Swiss Stock Exchange and Securities Dealer Act (“SESTA”) regarding voluntary and obligatory takeover offers will be applicable to us.

92 In the Underwriting Agreement (as defined below), the Selling Shareholder will agree with the Underwriters (as defined below) that it will not, for a period of three years from the settlement of the offering of the Company, directly or indirectly, enter into an agreement with a third party to sell a position in the Company which, the Selling Shareholder knows, will result in a controlling interest of the purchaser, unless such purchaser contractually commits to extend a tender offer to the other shareholders of the Company offering a purchase price per share which is at least equal to the price contractually agreed between the Selling Shareholder and the purchaser. The Selling Shareholder’s covenant is only valid to the extent that the purchaser would be under an obligation (and no exemption would be available from the duty) to extend a mandatory tender offer to the other shareholders of the Company if German takeover laws were applicable in case of such a transaction and only for as long as neither Swiss nor German takeover laws apply. Subject to certain conditions, transfers to or amongst affiliates of the Selling Shareholder are exempt. The Selling Shareholder’s undertaking does not give rise to any rights of third parties and the Selling Shareholder is not obliged to ensure that the purchaser actually adheres to its contractual obligation to extend an offer to other shareholders of the Company. However, after the expiry of the covenant of the Selling Shareholder as described above, or if a purchaser does not adhere to its contractual obligation to extend an offer to other shareholders of the Company, a third party could acquire shares in the Company constituting a controlling interest within the meaning of either the WpÜG or the SESTA with no requirement for a concurrent offer to be made to other shareholders to acquire all of the shares held by them. Furthermore, such an interest could also be acquired by a third party during the term of the covenant of the Selling shareholder as described above through purchases in the market. In either case the lack of a requirement to make an obligatory offer to outside shareholders could prevent such outside shareholders from realizing any change-of-control premium on their shares. Due to the non-applicability of the relevant rules of the WpÜG and the SESTA regarding voluntary tender offers for shares, a third party may also launch a tender offer to selected, but not all shareholders.

3. The offering may not be completed if the Joint Bookrunners terminate the Underwriting Agreement or the Company withdraws from the offering. On November 20, 2015, Morgan Stanley & Co. International plc, London, United Kingdom, Deutsche Bank Aktiengesellschaft, Frankfurt, Germany, COMMERZBANK Aktiengesellschaft and M.M. Warburg & CO (AG & Co.) KGaA (the “Underwriters”) entered into an agreement for the underwriting of 10,062,500 of the Company’s shares in connection with the offering with a view to offering these shares to investors (the “Underwriting Agreement”). The Underwriting Agreement can be terminated by the Underwriters under certain circumstances. If the Underwriting Agreement is terminated, the offering will lapse or the offering will not take place, in which case any allotments already made to investors will be invalidated and investors will have no claim for delivery. Claims with respect to subscription fees already paid and costs incurred by an investor in connection with the subscription will be governed solely by the legal relationship between the investor and the financial intermediary to which the investor submitted its purchase order. Investors who engage in short-selling bear the risk of being unable to satisfy their delivery obligations.

4. Our ability to pay dividends depends, inter alia, on our financial condition and results of operations. The Company is a holding company with no significant assets other than, following the Contribution, the direct and indirect equity interests in its subsidiaries. The Company’s ability to pay dividends to its shareholders depends on the availability of sufficient legally distributable profit, which depends on the performance of its subsidiaries and their ability to distribute funds to the Company, and/or on the availability of distributable capital reserves at the Company level. Concurrently with the determination of the Offer Price (as defined in “—III. Risks related to our shares and the offering—5. Our shares have not previously been publicly traded, and

93 there is no guarantee that an active and liquid market for our shares will develop and therefore investors may not be in a position to sell their shares in the Company quickly or at or above the Offer Price.”), the Selling Shareholder will contribute all shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of the Contribution. The contribution value of EDAG Engineering Schweiz Sub-Holding AG will increase the capital reserves shown on the unconsolidated balance sheet of the Company. The contribution value of EDAG Engineering Schweiz Sub-Holding AG at the time of the Contribution will not be based on a valuation report prepared by a third party but on the market value of the Company as determined in the Offering. This method of determining the contribution value of EDAG Engineering Schweiz Sub- Holding AG assumes that the market value of the Company determined in the Offering (i.e. the Offer Price, multiplied by all 25,000 thousand outstanding shares of the Company) represents the sum of (i) the net asset value of the Company immediately prior to the Contribution plus (ii) the value of all of the shares in EDAG Engineering Schweiz Sub-Holding AG. The contribution value of EDAG Engineering Schweiz Sub-Holding AG is therefore the market value of the Company determined in the Offering minus the net asset value of the Company immediately prior to the Contribution. Assuming a placement of the Offer Shares at the mid-point of the Price Range, the market value of the Company will be €537,500 thousand (Offer Price of €21.50, multiplied by 25,000 thousand shares of EDAG Engineering Group AG). In order to arrive at the contribution value for EDAG Engineering Schweiz Sub-Holding AG, this number will be reduced by the net asset value of the Company prior to the Contribution (approximately €340 thousand, calculated as the share capital of the Company amounting to €920 thousand as of November 2, 2015 minus costs related to the incorporation of the Company amounting to €80 thousand, as shown in the audited opening statement of financial position of the Company as of November 2, 2015, as well as the expected costs related to the Contribution amounting to approximately €500 thousand). Assuming a placement of the Offer Shares at the mid-point of the Price Range, the contribution value will therefore be approximately €537,160 thousand. No other valuation will be conducted for the purposes of determining the contribution value. The contribution value has not been audited and may be subject to change in the future. In connection with the preparation of its unconsolidated annual financial statements, starting with the financial period ended December 31, 2015, the Company will determine whether the contribution value will need to be reassessed. If the book value exceeds the net market value of the contribution or the value determined using a discounted cash flow method in a sustained manner, the Company may be required to recognize a loss resulting from the impairment of the book value of the investment in EDAG Engineering Schweiz Sub-Holding AG. If the Company presents an accumulated loss in the balance sheet and its shareholders approve to offset the accumulated loss against the capital reserves, this could lead to a reduction of the capital reserves and reduce the potential of distribution from the capital reserves. The ability of a subsidiary to disburse dividends to the Company could be affected by a claim or other action by a third party, including a creditor, or by laws which regulate the payment of dividends by companies, including, but not limited to, minimum capital requirements applicable to the Company’s subsidiaries. Our subsidiaries’ ability to distribute funds to the Company depends on, inter alia, the availability of sufficient legally distributable profit of such subsidiaries. In addition, certain reserves must be established by law and have to be deducted when calculating the distributable profit. The Company cannot offer any assurance that legally distributable profit or capital reserves will be available in any given fiscal year. Even if there are sufficient legally distributable profit or capital reserves available, the Company may not pay a dividend or distribution of capital reserves for a variety of reasons. Payment of future dividends and other distributions will depend on our earnings, strategy, future outlook, financial condition and other factors, including liquidity requirements, as well as tax and other legal considerations. In addition, future debt financing arrangements may contain covenants which impose restrictions on our business and on our ability to pay dividends under certain circumstances. Any of these factors, individually or in combination, could restrict our ability to pay dividends.

94 5. Our shares have not previously been publicly traded, and there is no guarantee that an active and liquid market for our shares will develop and therefore investors may not be in a position to sell their shares in the Company quickly or at or above the Offer Price. Prior to this offering, there has been no public trading market for our shares. The placement price(the“Offer Price”) is being determined by way of a book building process. There is no guarantee that this Offer Price will correspond to the price at which the Company’s shares will be traded on the stock exchange after this offering or that, following the listing, an active trading in our shares will develop or be maintained. The failure to develop or maintain an active trading may affect the liquidity of our shares and we cannot assure you that the market price of our shares will not decline below the Offer Price. Consequently, investors may not be in a position to sell their shares in the Company quickly or at or above the Offer Price.

6. Our share price could fluctuate significantly in response to numerous factors, including, but not limited to, fluctuations in actual or projected results of operations and changes in projected earnings, and if our share price declines, investors could lose all or part of their investment. Following this offering, our share price will be affected primarily by the supply and demand for our shares and could fluctuate significantly in response to numerous factors, many of which are beyond our control, including, but not limited to, fluctuations in actual or projected results of operations, changes in projected earnings or failure to meet securities analysts’ earnings expectations, the absence of analyst coverage on our company, changes in trading volumes in our shares, changes in macroeconomic conditions, the activities of competitors and suppliers, changes in the market valuations of similar companies, changes in investor and analyst perception in our Company or our industry, changes in the statutory framework in which we operate and other factors, and can therefore be subject to substantial fluctuations. In addition, general market conditions and fluctuations of share prices and trading volumes could lead to pricing pressures on our shares, even though there may not be a reason for this based on our business performance or earnings outlook. If our share price or the trading volume in our shares decline as a result of the realization of any or all of these events, investors could lose part or all of their investment in our shares.

7. Future offerings of debt or equity securities by us could adversely affect the market price of our shares, and future capitalization measures could substantially dilute the interests of the Selling Shareholder. We may require additional capital in the future to finance our business operations and growth. We may seek to raise capital through offerings of debt securities (potentially including convertible debt securities) or additional equity securities. An issuance of additional equity securities or securities containing a right to convert into equity, such as convertible debentures and option debentures, could potentially reduce the market price of our shares and would dilute the economic and voting rights of the Selling Shareholder if made without granting subscription rights to the Selling Shareholder. Because the timing and nature of any future offering would depend on market conditions at the time of such an offering, we cannot predict or estimate the amount, timing or nature of future offerings. In addition, the acquisition of other companies or investments in companies in exchange for newly issued shares of the Company, as well as the exercise of stock options by our employees in the context of the existing and possible future stock option programs or the issuance of the Company’s shares to employees in the context of possible future employee stock participation programs, could lead to a dilution of the economic and voting rights of the Selling Shareholder. Our shareholders thus bear the risk that such future offerings could reduce the market price of our shares and/or dilute their shareholdings.

95 8. If our Selling Shareholder or other shareholders of the Company effect a sale of a substantial number of our shares in the stock market, the market price of our shares could decline. Sales of a substantial number of our shares in the public market following the successful completion of this offering or following the expiration of the shareholder lock-up agreement, or the perception that such sales might occur, could depress the market price of our shares and could impair our ability to raise capital through the sale of additional equity securities. If, for example, our Selling Shareholder or one or more other shareholders of the Company effect a sale or sales of a substantial number of our shares in the stock market, or if the market believes that such sales might take place, the market price of our shares could decline.

9. An investment in our shares by an investor whose principal currency is not the Euro may be affected by exchange rate fluctuations. Our shares will be quoted and traded in Euro, and any dividends to be paid in respect of them will be declared in Swiss Francs, but paid out in Euro. An investment in our shares by an investor whose principal currency is not the Euro exposes the investor to foreign currency exchange rate risk on the trading price of our shares. Investors whose functional currency is not the Swiss Franc will bear exchange rate risk with respect to the Swiss Franc. Any depreciation of the Euro or the Swiss Franc in relation to an investor’s principal currency will reduce the value of the investment in our shares or any dividends, respectively, in relation to such currency.

10. Shareholders outside Switzerland may not be able to exercise pre-emptive rights in future issuances of equity or other securities that are convertible into equity. Under Swiss law, shareholders may receive certain pre-emptive rights to subscribe on a pro rata basis for issuances of equity or other securities that are convertible into equity. Due to laws and regulations in their respective jurisdictions, however, non-Swiss shareholders may not be able to exercise such rights unless we take action to register or otherwise qualify the rights offering under the laws of that jurisdiction. There can be no assurance that we would take any such action and we will have the discretion to decide not to take such action in one or more jurisdictions, including the European Union and United States. If shareholders in such jurisdictions were unable to exercise their subscription rights, their ownership interest in the Company would be diluted.

11. U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive officers. We are organized under the laws of Switzerland and our jurisdiction of incorporation is Arbon, Canton of Thurgau, Switzerland. Moreover, none of our directors and executive officers are residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against us or them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our Swiss counsel that there is doubt as to the enforceability in Switzerland of original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the federal and state securities laws of the United States. Original actions against persons in Switzerland based solely upon the U.S. federal or state securities laws are governed, among other things, by the principles set forth in the Swiss Federal Act on International Private Law of December 18, 1987, as amended (“PILA”). This statute provides that the application of provisions of non-Swiss law by the courts in Switzerland shall be precluded if the result is incompatible with Swiss public policy. Also, mandatory provisions of Swiss law may be applicable regardless of any other law that would otherwise apply.

96 Switzerland and the United States do not have a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards, in civil and commercial matters. The recognition and enforcement of a judgment of the courts of the United States in Switzerland is governed by the principles set forth in the PILA. This statute provides in principle that a judgment rendered by a non-Swiss court may be enforced in Switzerland only if: Š the non-Swiss court had jurisdiction pursuant to the PILA; Š the judgment of such non-Swiss court has become final and non-appealable; Š the judgment does not contravene Swiss public policy; Š the court procedures and the service of documents leading to the judgment were in accordance with the due process of law; and Š no proceeding involving the same position and the same subject matter was first brought in Switzerland, or adjudicated in Switzerland, or was earlier adjudicated in a third state and this decision is recognizable in Switzerland. Accordingly, U.S. shareholder and others who may wish to enforce a judgment of a U.S. court or enforce the securities or other laws of the United States may be unable to enforce such a judgment against us or our executive officers or obtain a judgment predicated upon U.S. law.

97 B. GENERAL INFORMATION

I. RESPONSIBILITY STATEMENT EDAG Engineering Group AG, with its registered seat in Arbon, Switzerland, and its business address at Schlossgasse 2, 9320 Arbon, Switzerland, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register (Handelsregister) of the canton of Thurgau (the “Commercial Register”), under the number CHE-294.533.486, together with Morgan Stanley & Co. International plc, London, United Kingdom (“Morgan Stanley”) and Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany (“Deutsche Bank” and together with Morgan Stanley, the “Joint Global Coordinators”and“Joint Bookrunners”), COMMERZBANK Aktiengesellschaft (“COMMERZBANK”) and M.M. Warburg & CO (AG & Co.) KGaA (“M.M. Warburg & CO”, and together with COMMERZBANK the Co-Lead Managers”) and together with the Joint Global Coordinators, the “Underwriters”), have assumed responsibility for the contents of this prospectus pursuant to Section 5 para. 4 of the German Securities Prospectus Act (Wertpapierprospektgesetz), and declare that the information contained in this prospectus is, to the best of their knowledge, correct and contains no material omissions. If any claims are asserted before a court of law based on the information contained in this prospectus, the investor appearing as plaintiff may have to bear the costs of translating this prospectus prior to the commencement of the court proceedings pursuant to the national legislation of the Member States of the European Economic Area (the “EEA”).

II. PURPOSE OF THIS PROSPECTUS This prospectus relates to the offering of 10,062,500 bearer shares of the Company (Inhaberaktien) with a nominal value of CHF 0.04 each and each such share with full dividend rights for the fiscal year ending December 31, 2015 and all subsequent fiscal years, (the “Offering”) consisting of: Š 8,750,000 bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each (the “Base Shares”) from the holdings of ATON GmbH, Munich, Germany (the “Selling Shareholder”) (see “M. Shareholder Information—I. Current Shareholder”); and Š 1,312,500 bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each from the holdings of the Selling Shareholder in connection with a potential over-allotment (the “Over-Allotment Shares” and, together with the Base Shares, the “Offer Shares“). For purposes of admission to trading on the regulated market segment (regulierter Markt)of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange, this prospectus relates to 25,000 thousand bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each with full dividend rights for the fiscal year ending December 31, 2015 and all subsequent fiscal years. The Offering consists of initial public offerings in the Federal Republic of Germany (“Germany”) and the Grand Duchy of Luxembourg (“Luxembourg”) and private placements in certain jurisdictions outside Germany and Luxembourg. In the United States of America (the “United States”), the Offer Shares will be offered and sold only to qualified institutional buyers (“Qualified Institutional Buyers”or“QIBs”) as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”). Outside the United States, the Offer Shares will be offered and sold only in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”).

III. FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. A forward-looking statement is any statement that does not relate to historical facts or events or to facts or events as of the date of this prospectus. This applies, in particular, to statements in this prospectus containing information on our future earnings capacity, plans and expectations regarding our business

98 growth and profitability, and the general economic conditions to which we are exposed. Statements made using words such as “predicts”, “forecasts”, “plans” or “expects” may be an indication of forward-looking statements. The forward-looking statements in this prospectus are subject to risks and uncertainties, as they relate to future events, and are based on estimates and assessments made to the best of the Company’s present knowledge. These forward-looking statements are based on assumptions, uncertainties and other factors, the occurrence or non-occurrence of which could cause the Company’s actual results, including the financial condition and profitability of our Group, to differ materially from or fail to meet the expectations expressed or implied in the forward-looking statements. These expressions can be found in several sections in this prospectus, particularly in the sections entitled A. “Risk Factors”, K. “Markets and Competition”, L. “Business” and X. “Recent Developments and Outlook”, and wherever information is contained in this prospectus regarding our intentions, beliefs, or current expectations relating to its future financial condition and results of operations, plans, liquidity, business outlook, growth, strategy and profitability, as well as the economic and regulatory environment to which we are subject. In light of these uncertainties and assumptions, it is also possible that the future events mentioned in this prospectus will not occur. In addition, the forward-looking estimates and forecasts reproduced in this prospectus from third-party reports could prove to be inaccurate (for more information on the third-party sources used in this prospectus, see “B. General Information—IV. Sources of Market Data”). Actual results, performance or events may differ materially from those in such statements due to, among other reasons: Š changes in general economic conditions in the markets in which the Group operates, including changes in the unemployment rate, the level of consumer prices, wage levels etc.; Š demographic changes, in particular with respect to Germany; Š changes affecting interest rate levels; Š changes in the competitive environment and in the competition level; Š changes affecting currency exchange rates; Š the occurrence of accidents, natural disasters, fire, environmental damage or systemic delivery failures; Š inability to attract and retain qualified personnel; Š strikes; Š political changes; and Š changes in laws and regulations. Moreover, it should be noted that neither the Company nor any of the Underwriters assumes any obligation, except as required by law, to update any forward-looking statement or to conform any such statement to actual events or developments. See “A. Risk Factors” for a further description of some of the factors that could influence the Company’s forward-looking statements.

IV. SOURCES OF MARKET DATA To the extent not otherwise indicated, the information contained in this prospectus on the market environment, market developments, growth rates, market trends and competition in the markets in which the Group operates are based on the Company’s and the Underwriters’ assessments. These assessments, in turn, are based in part on internal observations of the market and on various market studies.

99 The following sources were used in the preparation of this prospectus: Š Lünendonk: Lünendonk®-Sonderanalyse 2014. Exklusive Auszüge der Lünendonk®-Studie, Führende Anbieter von Technologie-Beratung und Engineering Services in Deutschland, Eine unabhängige Marktanalyse der Lünendonk GmbH in fachlicher Zusammenarbeit mit ALTEN GmbH, Altran GmbH & Co. KG, AVENTON GmbH und Randstad Professionals GmbH & Co. KG, November 2014 (“Lünendonk analysis 2014”); Š berylls strategy advisors/VDA Verband der Automobilindustrie: Automotive Entwicklungsdienstleistung, Zukunftsstandort Deutschland, Eine Studie des Verbands der Automobilindustrie e.V. (VDA) in Zusammenarbeit mit Berylls Strategy Advisors GmbH, March 2015 (“berylls/VDA study, March 2015”); Š Roland Berger Strategy Consultants: Engineering Services, Market study, March 2014 (“Roland Berger study, March 2014”); Š A.T. Kearney GmbH (“AT Kearney”): Market assessment Engineering Service Provider Automotive 2020, July 2015 (“A.T. Kearney Report”) Š IMF World Economic Outlook January 2015; Š VDA Verband der Automobilindustrie Annual Report 2015; and Š IHS/Global Insight database (“IHS Material”). It should be noted in particular that reference has been made in this prospectus to information concerning markets and market trends. Such information was obtained from the above-mentioned market studies, publicly available research and reports, internet articles, press clippings and statistics. The Company has accurately reproduced such information and, as far as it is aware and able to ascertain from information published by such third parties, no facts have been omitted that would render the reproduced information inaccurate or misleading. Nevertheless, prospective investors are advised to consider this data with caution. For example, market studies are often based on information or assumptions that may be inaccurate or inappropriate, and their methodology is inherently predictive and speculative. We commissioned the A.T. Kearney Report prepared by A.T. Kearney. While we did not verify or modify any of the market data or other information provided by A.T. Kearney, we delivered, upon A.T. Kearney’s request, certain factual information contained in the A.T. Kearney Report and discussed the underlying assumptions with A.T. Kearney. The figures and trends contained in the A.T. Kearney Report are based on several sources as well as A.T. Kearney’s own analysis. Irrespective of the assumption of responsibility for the content of this prospectus by the Company and the Underwriters (see “B. General Information—I. Responsibility Statement”), neither the Company nor the Underwriters have independently verified the figures, market data or other information on which third parties, including A.T. Kearney, have based their studies, publications and financial information on, or the external sources on which the Company’s estimates are based. Accordingly, the Company and the Underwriters make no representation or warranty as to the accuracy of any such information from third-party studies, including the A.T. Kearney Report, included in this prospectus. Prospective investors should note that the Company’s own estimates and statements of opinion and belief are not always based on studies of third parties. They may differ from estimates made by our competitors or from future studies conducted by market research institutes or other independent sources. In addition, we have been informed by IHS Inc. (“IHS”), that (i) the IHS Materials are the copyrighted property of IHS and represent data, research, opinions or viewpoints published by IHS, and are not representations of fact, (ii) the IHS Materials speak as of the original publication date thereof (and not as of the date of this prospectus), (iii) the information and opinions expressed in the IHS Materials are subject to change without notice and IHS has no duty or responsibility to update the IHS Materials and (iv) while the IHS Materials reproduced herein are from sources considered reliable, the accuracy and completeness thereof are not warranted, nor are the opinions and analyses which are based upon it. To the extent permitted by law, IHS shall not be

100 liable for any errors or omissions or any loss, damage or expense incurred by reliance on the IHS Materials or any statement contained herein, or resulting from any omission. No portion of the IHS Materials may be reproduced, reused, or otherwise distributed in any form without the prior written consent of IHS. Content reproduced or redistributed with IHS’ permission must display IHS’ legal notices and attributions of authorship. IHS and the IHS globe design are trademarks of IHS. Other trademarks appearing in the IHS Materials are the property of IHS or their respective owners. Information contained on any website mentioned in this prospectus, including our website, is not incorporated by reference in this prospectus and is not part of this prospectus.

V. DOCUMENTS AVAILABLE FOR INSPECTION For the period during which this prospectus is valid, the following documents will be available for inspection during regular business hours at the Company’s offices at Schlossgasse 2, 9320 Arbon, Switzerland (tel. +41 71 447 36 12): Š the Company’s articles of association (the “Articles of Association”); Š the audited opening statement of financial position of the Company as of November 2, 2015 prepared in accordance with with International Financial Reporting Standards as adopted by the European Union (“IFRS”); Š EDAG Engineering GmbH’s audited consolidated financial statements prepared in accordance with IFRS as of and for the fiscal year ended December 31, 2014; Š EDAG Engineering Schweiz Sub-Holding AG’s unaudited condensed consolidated interim financial statements prepared in accordance with IFRS on interim financial reporting (IAS 34) as of and for the nine-month period ended September 30, 2015; and Š A.T. Kearney GmbH: Market assessment Engineering Service Provider Automotive 2020, July 2015. The Company’s future consolidated annual and interim financial statements will be available from the Company on its website and from the paying agent designated in this prospectus (see “N. General Information on the Company and the Group—VIII. Announcements, Paying Agent”). The Company’s future consolidated annual and interim financial statements will also be published in the German Federal Gazette (Bundesanzeiger).

VI. CURRENCY PRESENTATION AND PRESENTATION OF FIGURES In this prospectus, “Euro”, “EUR”and“€” refer to the single European currency adopted by certain participating Member States of the European Union, including Germany, “Swiss Franc” and “CHF” refer to the official currency of Switzerland, “US dollar”, “USD”and“$” refer to the official currency of the United States of America and “Brazilian Real”or“BRL” refer to the official currency of Brazil. Where financial data in this prospectus is labeled “audited”, this means that it has been taken from the audited financial statements of EDAG Engineering GmbH and from the opening statement of financial position of the Company mentioned in section V. above. The label “unaudited” is used in this prospectus to indicate financial data that has not been taken from the audited financial statements of EDAG Engineering GmbH but was taken from the unaudited condensed consolidated interim financial statements of EDAG Engineering Schweiz Sub-Holding AG or from our internal accounting system, or has been calculated based on financial data from the above-mentioned sources. All of the financial data presented in this prospectus are shown in thousands of Euro (in € thousand), except as otherwise stated. Certain financial data (including percentages) in this prospectus have been rounded according to established commercial standards, whereby aggregate amounts (sum totals, sub-totals, differences or amounts put in relation) are calculated based on the underlying unrounded amounts. As a result, the aggregate amounts in the tables in this prospectus may not correspond in all cases to the corresponding rounded amounts contained in the tables in this prospectus. Furthermore, in those tables, these

101 rounded figures may not add up exactly to the totals contained in those tables. Financial denotes the negative of such (”מ“) information presented which is preceded by a minus sign number presented. With respect to financial data set out in this prospectus, a dash (“-”) signifies that the relevant figure is not available, while a zero (“0”) signifies that the relevant figure is available but is or has been rounded to zero.

VII. ENFORCEMENT OF CIVIL LIABILITIES We are organized under the laws of Switzerland and our jurisdiction of incorporation is Arbon, Canton of Thurgau, Switzerland. Moreover, none of our directors and executive officers are residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our Swiss counsel that there is doubt as to the enforceability in Switzerland of original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the federal and state securities laws of the United States. Original actions against persons in Switzerland based solely upon the U.S. federal or state securities laws are governed, among other things, by the principles set forth in the PILA. This statute provides that the application of provisions of non-Swiss law by the courts in Switzerland shall be precluded if the result is incompatible with Swiss public policy. Also, mandatory provisions of Swiss law may be applicable regardless of any other law that would otherwise apply. Switzerland and the United States do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. The recognition and enforcement of a judgment of the courts of the United States in Switzerland is governed by the principles set forth in the PILA. This statute provides in principle that in the absence of an applicable international treaty a judgment rendered by a non-Swiss court may be enforced in Switzerland only if: Š the non-Swiss court had jurisdiction pursuant to the PILA; Š the judgment of such non-Swiss court has become final and non-appealable; Š the judgment does not contravene Swiss public policy; Š the court procedures and the service of documents leading to the judgment were in accordance with the due process of law; and Š no proceeding involving the same position and the same subject matter was first brought in Switzerland, or adjudicated in Switzerland, or was earlier adjudicated in a third state and this decision is recognizable in Switzerland.

VIII. PRESENTATION OF FINANCIAL INFORMATION 1. Application of IFRS The opening statement of financial position of the Company as of November 2, 2015 was prepared in accordance with IFRS. Such opening statement of financial position was audited by PricewaterhouseCoopers AG, Zurich, Switzerland, (“PwC-CH”), as stated in their auditor’s report (Prüfungsurteil) thereon. PwC-CH is a member of EXPERTsuisse—Swiss Expert Association for Audit, Tax and Fiduciary (EXPERTsuisse – Schweizer Expertenverband für Wirtschaftsprüfung, Steuern und Treuhand). The consolidated financial statements of EDAG Engineering GmbH as of and for the fiscal year ended December 31, 2014 were prepared in accordance with IFRS. Such consolidated and annual financial statements were audited by PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, office Hanover, Germany (“PwC Germany”), as stated in their auditor’s report (Bestätigungsvermerk) thereon. PwC Germany is a member of the Chamber of Public Accountants (Wirtschaftsprüferkammer), Berlin, Germany.

102 The unaudited condensed consolidated interim financial statements of EDAG Engineering Schweiz Sub Holding AG as of and for the nine-month period ended September 30, 2015 were prepared in accordance with IAS 34 on interim financial reporting. Accordingly, the audited opening statement of financial position of the Company, the audited consolidated financial statements of EDAG Engineering GmbH and the unaudited condensed consolidated interim financial statements of EDAG Engineering Schweiz Sub Holding AG have been prepared on a basis which differs in certain significant respects from the generally accepted accounting principles in the United States, or U.S. GAAP.

2. Non-IFRS Financial Information This prospectus contains non-IFRS financial measures and ratios, including EBIT, Adjusted EBIT, Adjusted Core EBIT, EBIT margin, Adjusted EBIT margin, Adjusted Core EBIT margin, Adjusted EBITDA, Adjusted Cash Flow, Adjusted Cash Flow Conversion and Core Revenue that are not required by, or presented in accordance with, IFRS. We present non-IFRS financial measures because they are used by management in monitoring our business and because we believe that they and similar measures are frequently used by securities analysts, investors and other interested parties in evaluating companies in our industry. The definitions of the non-IFRS financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS. Non-IFRS financial measures and ratios such as Adjusted EBIT are not measurements of our performance or liquidity under IFRS and should not be considered as alternatives to results for the period or any other performance measures derived in accordance with IFRS or any other generally accepted accounting principles or as alternatives to cash flow from operating, investing or financing activities. For a reconciliation of non-IFRS financial measures and ratios to results or any other performance measures derived in accordance with IFRS, see “I. Selected Financial and Other Information”.

103 C. THE OFFERING

I. SUBJECT MATTER OF THE OFFERING The Offering relates to the sale of 10,062,500 bearer shares of the Company (Inhaberaktien) with a nominal value of CHF 0.04 each and each such share with full dividend rights for the fiscal year ending December 31, 2015 and all subsequent fiscal years, consisting of: Š 8,750,000 Base Shares; and Š 1,312,500 Over-Allotment Shares. The Offering consists of an initial public offering in Germany and Luxembourg and private placements in certain jurisdictions outside Germany and Luxembourg. In the United States, the Company’s shares will be offered and sold only to QIBs under the Securities Act. Outside the United States, the Company’s shares will be offered and sold only in offshore transactions in reliance on Regulation S under the Securities Act. The share capital of the Company represented by the Offer Shares that are the subject of the Offering, including a potential over-allotment, will total CHF 1,000 thousand (corresponding to €920 thousand converted at an exchange rate of CHF 1.09 as of November 2, 2015 as shown in the audited opening statement of financial position of the Company as of November 2, 2015). Thus, approximately 40.25% of the Company’s shares will be offered (approximately 35.0% without the Over-Allotment Shares). Immediately prior to the Offering, all of the Company’s share capital was held by the Selling Shareholder (see “M. Shareholder Information—I. Current Shareholder”). Following completion of the Offering and assuming placement of all of the Offer Shares and full exercise of the Greenshoe Option (as defined below), the Selling Shareholder together with HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig which might acquire Offer Shares in connection with this Offering on a non-preferential basis (see “C. The Offering—XVI. Interests of Parties Participating in the Offering”), will hold at least 59.75% of the Company’s share capital. The Selling Shareholder will receive consideration for the sale of the Base Shares and, from a potential sale of Over-Allotment Shares, if and to the extent the Greenshoe Option is exercised in each case after deduction of fees and commissions. The Company will not receive any proceeds of the Offering. The Company was incorporated by the Selling Shareholder on November 2, 2015. Since its incorporation, the Company has not conducted any business, acquired any assets or incurred any liabilities other than as directly related to its incorporation and the Offering. Concurrently with the determination of the Offer Price (as defined below), the Selling Shareholder will contribute all of the shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of contribution into the capital reserves of the Company without issuance of new shares or any other compensation by the Company (the “Contribution”). The contribution value of EDAG Engineering Schweiz Sub-Holding AG will increase the capital reserves shown on the unconsolidated balance sheet of the Company. The contribution value of EDAG Engineering Schweiz Sub-Holding AG at the time of the Contribution will not be based on a valuation report prepared by a third party but on the market value of the Company as determined in the Offering. This method of determining the contribution value of EDAG Engineering Schweiz Sub-Holding AG assumes that the market value of the Company determined in the Offering (i.e. the Offer Price, multiplied by all 25,000 thousand outstanding shares of the Company) represents the sum of (i) the net asset value of the Company immediately prior to the Contribution plus (ii) the value of all of the shares in EDAG Group Sub-Holding AG. The contribution value of EDAG Engineering Schweiz Sub-Holding AG is therefore the market value of the Company determined in the Offering minus the net asset value of the Company immediately prior to the Contribution. Assuming a placement of the Offer Shares at the mid-point of the Price Range, the market value of the Company will be €537,500 thousand (Offer Price of €21.50, multiplied by 25,000 thousand shares of EDAG Engineering Group AG). In

104 order to arrive at the contribution value for EDAG Engineering Schweiz Sub-Holding AG, this number will be reduced by the net asset value of the Company prior to the Contribution (approximately €340 thousand, calculated as the share capital of the Company amounting to €920 thousand as of November 2, 2015 minus costs related to the incorporation of the Company amounting to €80 thousand, as shown in the audited statement of financial position of the Company as of November 2, 2015, as well as the expected costs related to the Contribution amounting to approximately €500 thousand). Assuming a placement of the Offer Shares at the mid-point of the Price Range, the contribution value will therefore be approximately €537,160 thousand. The contribution value is subject to change and has not been audited. Following consummation of the Contribution, the Company will be the parent company of the Group. No shares in the Company will be sold or delivered to investors pursuant to the offering described in this prospectus unless the Contribution has taken effect. The Underwriters are acting in the following capacities: Morgan Stanley and Deutsche Bank are acting as the Joint Global Coordinators and Joint Bookrunners, and COMMERZBANK and M.M. Warburg & CO are acting as Co-Lead Managers.

II. PRICE RANGE,OFFER PERIOD,OFFER PRICE AND ALLOTMENT The price range set for the Offering (the “Price Range”) within which purchase orders may be placed is €19.00 to €24.00 per Offer Share. The period, during which investors may submit purchase orders for the Offer Shares is expected to begin on November 23, 2015 and is expected to end on December 1, 2015 (the “Offer Period”). On the last day of the Offer Period, offers to purchase may be submitted (i) until 12:00 noon (Central European Time) (“CET”) by private investors and (ii) until 15:00 (CET) by institutional investors. Purchase orders must be for at least 10 shares and be expressed in full Euro amounts or increments of 25, 50 or 75 Euro cents. Multiple purchase orders are permitted. Subject to the publication of a supplement to this prospectus, if required, the Company and the Underwriters reserve the right to increase or decrease the total number of Offer Shares, to increase or decrease the upper limit and/or the lower limit of the Price Range and/or to extend or shorten the Offer Period. Changes in the number of Offer Shares, changes to the Price Range or the extension or shortening of the Offer Period will not invalidate any offers to purchase that have already been submitted. If any such change requires the publication of a supplement to this prospectus, investors who submitted purchase orders before the supplement is published shall have the right, under the German Securities Prospectus Act (Wertpapierprospektgesetz), to withdraw these offers to purchase within two business days of the publication of the supplement. Instead of withdrawing the offers to purchase placed prior to the publication of the supplement, investors may change their orders or place new limited or unlimited offers to purchase within two business days of the publication of the supplement. To the extent that the terms of the Offering are changed, such change will be published by means of electronic media (such as Reuters or Bloomberg) and, if required by the German Securities Trading Act (Wertpapierhandelsgesetz) or the German Securities Prospectus Act (Wertpapierprospektgesetz), as an ad-hoc release via an electronic information dissemination system, on the Company’s website and as a supplement to this prospectus. In such event, investors who have submitted offers to purchase will not be notified individually. Under certain conditions, the Joint Bookrunners, on behalf of the Underwriters, may terminate the Underwriting Agreement, even after commencement of trading (Aufnahme des Handels) of the Company’s shares on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). Q. “Underwriting—Termination/Indemnification”. Theplacementprice(the“Offer Price”) and the final number of Offer Shares to be placed in the Offering will be set jointly by the Company, the Selling Shareholder and the Underwriters. The price will be set on the basis of the purchase orders submitted by investors during the Offer Period that have been collated in the order book prepared during a bookbuilding process. These orders will be evaluated according to the prices offered and the investment horizons of the

105 respective investors. This method of setting the number of shares that will be placed at the Offer Price is, in principle, aimed at maximizing proceeds. Consideration will also be given to whether the Offer Price and the number of shares to be placed allow for the reasonable expectation that the share price will demonstrate steady performance in the secondary market given the demand for the Company’s shares as reflected in the order book. Attention will be paid not only to the prices offered by investors and the number of investors wanting shares at a particular price, but also to the composition of the group of shareholders in the Company that would result at a given price, and expected investor behavior. The Company and the Selling Shareholder will not charge any expenses and taxes related to the Offering and listing to investors. The Offer Price and the final number of Offer Shares placed in the Offering (i.e., the result of the Offering) are expected to be set on December 1, 2015. After the Offer Price has been set, the Offer Shares will be allotted to investors on the basis of the offers to purchase then available. The Offer Price and the final number of Offer Shares (that is, the result of the Offering) are expected to be published on or about December 1, 2015 by means of an ad hoc release on an electronic information dissemination system and on the Company’s website. Investors who have placed orders to purchase Offer Shares with one of the Underwriters can obtain information from that Underwriter about the Offer Price and the number of Offer Shares allotted to them on the business day following the setting of the Offer Price. As commencement of trading (Aufnahme des Handels) of the Company’s shares on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is expected to take place one business day following the setting of the Offer Price, investors may not have obtained information about the number of Offer Shares allotted to them at the time of commencement of trading. Book-entry delivery of the allotted Offer Shares against payment of the Offer Price is expected to take place two business days after commencement of stock exchange trading. Particularly if the placement volume prove insufficient to satisfy all orders placed at the placement price, the Underwriters reserve the right to reject orders, or to accept them in part only.

III. EXPECTED TIMETABLE FOR THE OFFERING The following is the expected timetable of the Offering, which may be extended or shortened:

November 20, 2015 Approval of this prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) Publication of the approved prospectus on the Company’s website (www.ir.edag.ch/websites/edag/German/20/ipo.html) Notification of the approved prospectus to the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier) November 23, 2015 Commencement of the Offer Period Application for admission of the Company’s shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and, simultaneously, to the sub-segment thereof with additional post-admission obligations (Prime Standard) December 1, 2015 Close of the Offer Period for private investors (natural persons) at 12:00 noon (CET) and for institutional investors at 15:00 (CET) Determination of the Offer Price and final number of shares allocated; Contribution of all shares in EDAG Engineering Schweiz Sub-Holding AG into the capital reserves of the Company by the Selling Shareholder

106 Publication of the results of the Offering in the form of an ad hoc release on an electronic information dissemination system and on the Company’s website (www.ir.edag.ch/websites/edag/German/ 20/ipo.html) December 2, 2015 Commencement of trading in the Company’s shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) December 4, 2015 Book-entry delivery of the Offer Shares against payment of the Offer Price (settlement and closing)

The prospectus will be published on the Company’s website at www.ir.edag.ch/websites/edag/ German/20/ipo.html. In addition, copies of the printed prospectus and any supplement thereto will be available upon publication free of charge during regular business hours at the offices of the paying agent at Taunusanlage 12, 60325 Frankfurt am Main.

IV. INFORMATION ON THE SHARES 1. Current Share Capital; Form of the Shares As of November 2, 2015, the incorporation date of the Company, the share capital of the Company amounted to CHF 1,000 thousand (corresponding to €920 thousand converted at an exchange rate of CHF 1.09 as of November 2, 2015 as shown in the audited opening statement of financial position of the Company as of November 2, 2015) and is divided into 25,000 thousand bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each. As of the date of this prospectus, the share capital of the Company is the same as of November 2, 2015. Concurrently with the determination of the Offer Price, the Selling Shareholder will contribute all shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of the Contribution. The contribution value of EDAG Engineering Schweiz Sub-Holding AG will increase the capital reserves shown on the unconsolidated balance sheet of the Company. The contribution value of EDAG Engineering Schweiz Sub-Holding AG at the time of the contribution will not be based on a valuation report prepared by a third party but on the market value of the Company as determined in the Offering. This method of determining the contribution value of EDAG Engineering Schweiz Sub-Holding AG assumes that the market value of the Company determined in the Offering (i.e. the Offer Price, multiplied by all 25,000 thousand outstanding shares of the Company) represents the sum of (i) the net asset value of the Company immediately prior to the Contribution plus (ii) the value of all of the shares in EDAG Engineering Schweiz Sub-Holding AG. The contribution value of EDAG Engineering Schweiz Sub-Holding AG is therefore the market value of the Company determined in the Offering minus the net asset value of the Company immediately prior to the Contribution. Assuming a placement of the Offer Shares at the mid-point of the Price Range, the market value of the Company will be €537,500 thousand (Offer Price of €21.50, multiplied by 25,000 thousand shares of EDAG Engineering Group AG). In order to arrive at the contribution value for EDAG Engineering Schweiz Sub-Holding AG, this number will be reduced by the net asset value of the Company prior to the Contribution (approximately €340 thousand, calculated as the share capital of the Company amounting to €920 thousand as of November 2, 2015 minus costs related to the incorporation of the Company amounting to €80 thousand, as shown in the audited opening statement of financial position of the Company as of November 2, 2015, as well as the expected costs related to the Contribution amounting to approximately €500 thousand). Assuming a placement of the Offer Shares at the mid-point of the Price Range, the contribution value will therefore be approximately €537,160 thousand. The contribution value is subject to change and has not been audited.

2. Certification of the Shares As of the date of this prospectus, all of the Company’s shares are bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each. The Company’s shares will be represented by a global share certificate (the “Global Share Certificate”), which will be deposited with Clearstream and

107 by virtue of Article 6 para. 1 lit. b of the Swiss Federal Act on Book Entry Securities will automatically become book-entry securities (Bucheffekten) pursuant to Swiss law upon deposit of the Global Share Certificate with Clearstream and their booking into a securities account with Clearstream. Article 4 paragraph 2 of the Articles of Association excludes the right of the shareholders to receive share certificates. The Company’s board of directors (the “Board of Directors”) determines pursuant to Article 4 paragraph 1 of the Articles of Association the form and content of the share certificates. The Offer Shares provide holders thereof with the same rights as all of the other shares of the Company and do not provide any additional rights or advantages.

3. Voting Rights Each share in the Company carries one vote at the Company’s shareholders’ meeting. There are no restrictions on voting rights. Major shareholders do not have different voting rights.

4. Dividend and Liquidation Rights The Offer Shares carry full dividend rights for the fiscal year ending December 31, 2015 and all subsequent fiscal years. In the event of the Company’s liquidation, any proceeds available after the debt of the dissolved Company is discharged will be distributed to the holders of the Company’s shares in proportion to their interest in the Company’s share capital.

5. Delivery and Settlement The delivery of the Offer Shares against payment of the Offer Price is expected to take place on December 4, 2015. The Offer Shares will be made available to the shareholders as book-entry securities (Bucheffekten). At the shareholder’s option, the Offer Shares purchased in the Offering will be credited either to a securities deposit account maintained by a German bank with Clearstream Banking Aktiengesellschaft or to a securities account of a participant in Euroclear Bank S.A./N.V., 1, Boulevard Roi Albert II, 1120 Brussels, Belgium, as the operator of the Euroclear system, or to Clearstream Banking S.A., 42 Avenue JF Kennedy, 1855 Luxembourg, Luxembourg, for the account of such shareholder.

V. NOTICES According to Swiss law and the Articles of Association, official publications of the Company are to be made in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt)and the German Federal Gazette (Bundesanzeiger). The Board of Directors may designate further means for official publications. Notices of the Company to shareholders are to be made by official publications of the Company.

VI. FOREIGN INVESTMENT AND EXCHANGE CONTROL REGULATIONS IN SWITZERLAND Other than in connection with government sanctions imposed on certain persons from the Republic of Iraq, Iran, the Central African Republic, Lebanon, Liberia, Libya, Ivory Coast, Sudan, the Democratic Republic of Congo, Myanmar (Burma), Somalia, Syria, Guinea, Guinea-Bissau, Eritrea, Zimbabwe, Belarus, North Korea, Yemen, persons and organizations with connections to Osama bin Laden, the “Al-Qaeda” group or the Taliban and certain persons in connection with the assassination of Rafik Hariri as well as measures to prevent the circumvention of international sanctions in connection with the situation in the Ukraine, there are currently no government laws, decrees or regulations in Switzerland to restrict the export or import of capital, including, but not limited to, Swiss foreign exchange controls on the payment of dividends, interest or liquidation proceeds, if any, to non-resident holders of the Company’s shares.

108 VII. ISIN/WKN/COMMON CODE/TICKER SYMBOL

International Securities Identification Number (ISIN) ...... CH0303692047 German Securities Code (Wertpapier-Kenn-Nummer, WKN) ...... A143NB Common Code ...... 132198357 Trading Symbol ...... ED4

VIII. TRANSFERABILITY OF THE SHARES,LOCK-UP The Company’s shares are freely transferable in accordance with the legal requirements for bearer shares, except that the transfer of book-entry securities or the granting of security rights on book-entry securities by way of assignment is excluded. Apart therefrom and except for the restrictions set forth in C.XIII. “—Lock-up Agreement, Limitations on Disposal”andS.V. “Underwriting—Selling Restrictions”, there are no prohibitions on disposals or restrictions with respect to the transferability of the Company’s shares.

IX. INFORMATION ON THE EXISTING SHAREHOLDER Immediately prior to the Offering, the existing shareholder of the Company, the Selling Shareholder, holds 100% of the Company’s outstanding share capital. The Selling Shareholder is indirectly controlled by Dr. Lutz Mario Helmig. The Selling Shareholder together with HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig which might acquire Offer Shares in connection with this Offering on a non-preferential basis (see “C. The Offering—XVI. Interests of Parties Participating in the Offering”), will hold at least 59.75% of the Company’s outstanding share capital upon completion of the Offering (assuming full exercise of the Greenshoe Option). For further details on the ownership structure of the Company, see “M. Shareholder Information”.

X. ALLOTMENT CRITERIA The allotment of Offer Shares to private investors and institutional investors will be decided by the Company and the Selling Shareholder after consultation with the Joint Global Coordinators. The decision ultimately rests with the Company and the Selling Shareholder. Allotments will be made on the basis of the quality of the individual investors and individual orders and other important allotment criteria to be determined by the Company and the Selling Shareholder after consultation with the Joint Global Coordinators. The allocation to private investors will be in accordance with the “Principles for the Allotment of Share Issues to Private Investors” issued by the German Commission of Stock Exchange Experts (Börsensachverständigenkommission)on June 7, 2000. “Qualified Investors” (qualifizierte Anleger) under the German Securities Prospectus Act, as well as “professional clients” (professionelle Kunden) and “suitable counterparties” (geeignete Gegenparteien) as defined under the German Securities Trading Act (Wertpapierhandelsgesetz), are not viewed as “private investors” within the meaning of the allocation rules. Multiple subscriptions by the same investors are permitted. The details of the allotment procedure will be stipulated after expiration of the Offer Period and published in accordance with the above-mentioned allotment principles.

XI. PREFERENTIAL ALLOCATION All employees of EDAG Engineering GmbH and its subsidiaries as well as the members of the Group Executive Management and Board of Directors of the Company, employed and tax resident in Germany, will be offered an aggregate amount of up to 4.99% of the Offer Shares at the Offer Price in connection with the Offering on a preferential basis.

109 XII. STABILIZATION MEASURES,OVER-ALLOTMENTS AND GREENSHOE OPTION In connection with the placement of the Offer Shares, Deutsche Bank acting for the account of the Underwriters, will act as the stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager acting in accordance with legal requirements (Section 20a para. 3 of the German Securities Trading Act (Wertpapierhandelsgesetz) in conjunction with Commission Regulation (EC) No. 2273/2003 of December 22, 2003), make over-allotments and take stabilization measures to support the market price of the Company’s shares and thereby counteract any selling pressure. The Stabilization Manager is under no obligation to take any stabilization measures. Therefore, no assurance can be provided that any stabilization measures will be taken. Where stabilization measures are taken, these may be terminated at any time without notice. Such measures may be taken from the date the Company’s shares are listed on the regulated market on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must be terminated no later than the thirtieth calendar day after such day (the “Stabilization Period”). These measures may result in the market price of the Company’s shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level. Under the potential stabilization measures, investors may, in addition to the Base Shares, be allocated up to 1,312,500 additional shares in the Company (Over-Allotment Shares) as part of the allocation of the shares to be placed (the “Over-Allotment”). For the purpose of a potential Over-Allotment, the Stabilization Manager, for the account of the Underwriters, will be provided with 1,312,500 shares from the holdings of the Selling Shareholder in the form of a securities loan; the number of Over-Allotment Shares will not exceed 15% of the number of Base Shares. In addition, the Selling Shareholder will grant the Underwriters an option to acquire a number of Company shares equal to the number of Over-Allotment Shares at the Offer Price less agreed commissions (the “Greenshoe Option”). The Greenshoe Option will terminate on January 1, 2016. The Stabilization Manager is entitled to exercise the Greenshoe Option up to the extent Over-Allotments were initially made; the number of shares for which the Greenshoe Option is exercised is to be reduced by the number of shares held by the Stabilization Manager as of the date on which the Greenshoe Option is exercised and that were acquired by the Stabilization Manager in the context of stabilization measures. Once the Stabilization Period has ended, an announcement will be made within one week in various media outlets distributed across the entire EEA as to whether stabilization measures were taken, when price stabilization started and finished, and the Price Range within which the stabilization measures were taken; the latter will be made known for each occasion on which price stabilization measures were taken. Exercise of the Greenshoe Option, the timing of its exercise and the number and type of Company’s shares concerned will also be announced promptly in the same manner.

XIII. LOCK-UP AGREEMENT,LIMITATIONS ON DISPOSAL On or about November 20, 2015, the Company, the Selling Shareholder and the Underwriters expect to enter into an underwriting agreement (the “Underwriting Agreement”) regarding the offer and sale of the Offer Shares in connection with the Offering, pursuant to which the Company will agree with each Underwriter that the Company or its Board of Directors, without the prior written consent of the Joint Global Coordinators for a period beginning on the date of this prospectus and ending 180 days after settlement, will not, and will not agree to: a) announce or effect an increase of the share capital of the Company out of authorized capital, if any; or

110 b) submit a proposal for a capital increase to any meeting of the shareholders for resolution; or c) offer, pledge, allot, issue (unless required by applicable law), sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares in its capital or any securities convertible into or exercisable or exchangeable for shares in its capital or enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of shares in its capital; or d) enter into a transaction or perform any action economically similar to those described in (a) through (c) above. By way of a lock-up agreement, the Selling Shareholder has undertaken, without the prior written consent of the Joint Global Coordinators for a period beginning on the date of this prospectus and ending 180 days after settlement, not to: a) offer, pledge, allot, sell, contract to sell, sell any option or contract to purchase, purchase any option to sell, grant any option, right or warrant to purchase, or otherwise or dispose of, directly or indirectly any shares of the Company held by it or its affiliates (such shares held by the Selling Shareholder or its affiliates being the “Lock-up Shares”); b) enter into any swap or other arrangement that transfers to another, in whole or in part, the economic risk of ownership of Lock-up Shares, whether any such transaction described in (a) above or this (b) is to be settled by delivery of Lock-up Shares or such other securities, in cash or otherwise; c) make any demand for, or exercise any right with respect to, the registration under U.S. securities laws of any shares of the Company or any security convertible into or exercisable or exchangeable for shares of the Company; d) propose any increase in the share capital of the Company (including by requesting the board of directors to convene a general shareholders’ meeting or otherwise), vote in favor of any proposed increase of the share capital or otherwise make, support or vote in favor of any proposal for the issuance of any securities convertible into shares of the Company, with option rights for shares of the Company; or; or e) enter into a transaction or perform any action economically similar to those described in (a) through (d) above. The foregoing lock-up restrictions for the Selling Shareholder do not apply to any action taken by the Selling Shareholder for the purposes of the Offering. (a), (b) and (e) shall not restrict (i) the off-exchange (außerbörsliche) transfer of Company’s shares by the Selling Shareholder to any of its affiliates, or (ii) the distribution of Company’s shares by the Selling Shareholder to its shareholder(s), through dividend in kind, provided that in each case the recipient of such transfer assumes, by written confirmation to the Joint Global Coordinators, the obligations of the Selling Shareholder for the then remaining term. To the extent HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, will acquire any Offer Shares in connection with the Offering on a non-preferential basis (see “C. The Offering—XVI. Interests of Parties Participating in the Offering”), HORUS Vermo¨ gensverwaltungs GbR will enter into a lock-up agreement with the Underwriters substantially identical with the agreement entered into by the Selling Shareholder and the Underwriters as described above. Furthermore, in the Underwriting Agreement the Selling Shareholder will agree with the Underwriters that it will not, for a period of three years from the settlement of the Offering of the Company, directly or indirectly and taking into consideration a transfer of shares by HORUS Vermo¨ gensverwaltungs GbR or any other company controlled by Dr. Lutz Mario Helmig, enter into an agreement with a third party to sell a position in the Company which, the Selling Shareholder knows, will result in a controlling interest of the purchaser, unless such purchaser

111 contractually commits to extend a tender offer to the other shareholders of the Company offering a purchase price per share which is at least equal to the price contractually agreed between the Selling Shareholder and the purchaser. The Selling Shareholder’s covenant is only valid to the extent that the purchaser would be under an obligation (and no exemption would be available from that duty) to extend a mandatory tender offer to the other shareholders of the Company if German takeover laws were applicable in case of such a transaction and only for as long as neither Swiss nor German takeover laws apply. Subject to certain conditions, transfers to or amongst affiliates of the Selling Shareholder are exempt. The Selling Shareholder’s undertaking does not give rise to any rights of third parties and the Selling Shareholder is not obliged to ensure that the purchaser actually adheres to its contractual obligation to extend an offer to other shareholders of the Company. To the extent HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, will acquire any Offer Shares in connection with the Offering on a non-preferential basis (see “C. The Offering—XVI. Interests of Parties Participating in the Offering”), HORUS Vermo¨ gensverwaltungs GbR will enter into an agreement with the Underwriters in order to make a covenant to the Underwriters with regard to the sale of shares in the Company which would result – and taking into consideration any transfer of shares by the Selling Shareholder – in a controlling interest of the purchaser substantially identical with the covenant made by the Selling Shareholder to the Underwriters as described above.

XIV. ADMISSION TO THE FRANKFURT STOCK EXCHANGE AND COMMENCEMENT OF TRADING The Company expects to apply for admission of the Company’s shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and, simultaneously, to the sub-segment thereof with additional post-admission obligations (Prime Standard) on or about November 23, 2015. The listing approval for the Company’s shares is expected to be granted and announced December 1, 2015. The decision on the admission of the Company’s shares to trading will be made solely by the Frankfurt Stock Exchange at its discretion. Trading in the Company’s shares on the Frankfurt Stock Exchange is planned to commence on December 2, 2015.

XV. DESIGNATED SPONSORS The Joint Global Coordinators have agreed to assume the function of a designated sponsor of the Company’s shares traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse)for a period of at least one year. Pursuant to the designated sponsor agreement expected to be concluded among each of the designated sponsors and the Company, the designated sponsors will, among other things, place limited buy and sell orders for the Company’s shares in the electronic trading system of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) during regular trading hours. This is intended to achieve greater liquidity in the market for the Company’s shares. The Joint Global Coordinators are entitled to delegate their duties under the designated sponsors’ agreement to authorized third parties. In accordance with Sections 76 and 77 of the Exchange Rules (Börsenordnung) for the Frankfurt Stock Exchange, the designated sponsors’ agreement stipulates the duties and responsibilities of the designated sponsors. Among other things, the designated sponsors shall be available during trading hours and, upon receipt of a request for a quote, shall promptly supply quotes and enter into transactions on such basis. In addition, the designated sponsors shall provide quotes throughout the auction.

XVI. INTERESTS OF PARTIES PARTICIPATING IN THE OFFERING The Underwriters act for the Company on the Offering and coordinate the structuring and execution of the Offering. In addition, the Joint Global Coordinators have been appointed to act as designated sponsors for the Company’s shares and Deutsche Bank has been appointed to act as paying agent. Upon successful implementation of the Offering, the Underwriters will receive a commission. As a result of these contractual relationships, the Underwriters have a financial interest in the success of the Offering.

112 Furthermore, in connection with the Offering, each of the Underwriters and any of their respective affiliates, acting as an investor for their own account, may acquire shares in the Offering and in that capacity may retain, purchase or sell for its own account such shares or related investments and may offer or sell such shares or other investments otherwise than in connection with the Offering. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Underwriters (or their affiliates) may from time to time acquire, hold or dispose of shares in the Company. None of the Underwriters intends to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so or as disclosed in this prospectus. Some of the Underwriters or their affiliates have, and may from time to time in the future continue to have, business relations with our Group (including lending activities) or may perform services for our Group in the ordinary course of business. In addition, HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, has indicated that it might place an order to acquire up to 10% of the Offer Shares in the Offering, subject to allocation on a non-preferential basis. As of the date of this prospectus, no decision has been made by HORUS Vermo¨ gensverwaltungs GbR whether to place an order to acquire any shares in the Offering and there can be no assurances that HORUS Vermo¨ gensverwaltungs GbR will in fact do so. In case HORUS Vermo¨ gensverwaltungs GbR acquires Offer Shares in the Offering, it will be subject to the same lock-up restrictions as the Selling Shareholder (see “C. The Offering—XIII. Lock- up Agreement, Limitations on Disposal”). According to the service contracts of the management of EDAG Engineering GmbH, the three managing directors of EDAG Engineering GmbH (which are members of the Company’s Group Executive Management) will receive a special bonus in the amount of €500,000, either in cash or in shares or share options, in case the EDAG Group goes public by December 31, 2016. As a result of these contractual provisions, the managing directors of EDAG Engineering GmbH have a financial interest in the success of the Offering. Dr. Philippe Weber is a member of the Board of Directors (see “P. Corporate Bodies—II. Board of Directors—2. Members of the Board of Directors”) and a managing partner of the law firm Niederer Kraft & Frey AG, Zurich, which acts as Swiss legal counsel for the Company in connection with the Offering. The Selling Shareholder, whose CEO Thomas Eichelmann is at the same time the chairman of our board of directors, will receive the proceeds of the Base Shares and the Over-Allotment Shares (if any, and to the extent that the Greenshoe Option is exercised) sold in the Offering. Assuming full placement of all of the Base Shares (8,750,000 shares) and all of the Over-Allotment Shares (1,312,500 shares) at the mid-point of the Price Range, and after deducting fees and expenses to be paid by the Selling Shareholder in connection with the Offering and listing the net proceeds to the Selling Shareholder from the Offering would amount to approximately €202.06 million (see “D. Proceeds of the Offering and Costs of the Offering and Listing”). There are no conflicting interests material to the Offering.

113 D. PROCEEDS OF THE OFFERING AND COSTS OF THE OFFERING AND LISTING

The Company will not receive any proceeds of the Offering resulting from the sale of the Offer Shares. The Selling Shareholder will receive the proceeds of the Offering resulting from the sale of the Base Shares and from the sale of Over-Allotment Shares, if and to the extent that the Greenshoe Option in relation to the Over-Allotment Shares is exercised. Assuming a placement of (i) all of the Base Shares (8,750,000 shares) and (ii) all of the Over-Allotment Shares at the mid-point of the Price Range and (iii) full exercise of the Greenshoe Option in relation to the Over-Allotment Shares, the Company estimates that the aggregate gross proceeds to the Selling Shareholder would amount to approximately €216.34 million, and the net proceeds to the Selling Shareholder would amount to approximately €202.06 million, respectively. The expenses related to the offering of the Offer Shares and listing of the Company’s entire share capital are expected to total approximately €10.83 million (excluding underwriting and placement commissions payable to the Underwriters) of which approximately €3.58 million will be borne by the Company and approximately €7.25 million will be borne by the Selling Shareholder. Assuming (i) an Offer Price at the mid-point of the Price Range, (ii) that the maximum number of Base Shares and Over-allotment Shares is placed, (iii) the full exercise of the Greenshoe Option in relation to the Over-Allotment Shares and (iv) payment in full of the discretionary fee of up to approximately €1.62 million, the commissions payable to the Underwriters will amount to approximately €7.03 million. Such commissions are attributable to the placement of the Existing and Over-Allotment Shares and will be borne by the Selling Shareholder. Under the same assumptions, the total expenses of the offering and listing to be borne by the Company and the Selling Shareholder (including underwriting and placement commissions payable to the Underwriters) are expected to amount to approximately €17.86 million, of which approximately €3.58 million will be borne by the Company and approximately €14.28 million will be borne by the Selling Shareholder Investors will not be charged expenses by the Company or the Underwriters in connection with their role as underwriters. Investors may, however, have to bear customary transaction and handling fees charged by their account-keeping financial institution.

114 E. REASONS FOR THE OFFERING AND LISTING AND USE OF PROCEEDS

The Company intends to have the Company’s shares admitted to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and, simultaneously, on the sub-segment thereof with additional post-admission obligations (Prime Standard) to achieve better access to the capital markets. The Selling Shareholder will offer the Base Shares and the Over-Allotment Shares to partially divest its shareholding in the Company. The Company will not receive any proceeds of the Offering resulting from the sale of the Offer Shares.

115 F. DIVIDEND POLICY; RESULTS AND DIVIDENDS PER SHARE; USE OF PROFITS

I. GENERAL PROVISIONS RELATING TO PROFIT ALLOCATION AND DIVIDEND PAYMENTS All shares of the Company rank pari passu with respect to dividend rights. Dividends, whether in cash or in kind, may be paid by the Company only if according to its audited statutory standalone balance sheet the Company has sufficient distributable profits from previous years (Bilanzgewinn) or sufficient free reserves to allow the distribution of a dividend or distribution against capital reserves. The distributable profit and free reserves are calculated based on the Company’s annual statutory standalone financial statements prepared in accordance with the requirements of the Swiss Code of Obligations (Obligationenrecht). Accounting regulations under the Swiss Code of Obligations (Obligationenrecht) materially differ from the IFRS. For a stock corporation (Aktiengesellschaft) under Swiss law, the distribution of a dividend (including by way of distribution against reserves from capital contribution) for a given fiscal year and the amount and payment date thereof, are resolved by the shareholders’ meeting (Generalversammlung) of the subsequent fiscal year. According to Article 11 of the Articles of Association, such resolution requires a simple majority of the votes cast. The Company’s auditors must confirm that the dividend proposal of the Board of Directors to the shareholders meeting conforms to statutory requirements and the Company’s Articles of Association. When determining the distributable profit, net income or loss for the fiscal year (Jahresgewinn/-verlust) must be adjusted for profit/loss carry-forwards (Gewinn-/Verlustvorträge) from the prior fiscal year and releases of or allocations to reserves. Certain reserves are required to be set up by law. In accordance with Article 671 of the Swiss Code of Obligations (Obligationenrecht), the Company retains at least 5% of the annual net profits as general reserves for so long as these reserves amount to less than 20% of its paid-in nominal share capital. Amounts mandatorily allocated to these reserves in the given fiscal year must be deducted when calculating the distributable profit and freely distributable reserves. In order for the Company to pay dividends to its shareholders in the form of a distribution against capital reserves, such reserves must be eligible for classification as distributable reserves. Concurrently with the determination of the Offer Price, the Selling Shareholder will contribute all shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of the Contribution. The contribution value of EDAG Engineering Schweiz Sub-Holding AG will increase the capital reserves shown on the unconsolidated balance sheet of the Company. The contribution value of EDAG Engineering Schweiz Sub-Holding AG at the time of the Contribution will not be based on a valuation report prepared by a third party but on the market value of the Company as determined in the Offering. This method of determining the contribution value of EDAG Engineering Schweiz Sub-Holding AG assumes that the market value of the Company determined in the Offering (i.e. the Offer Price, multiplied by all 25,000 thousand outstanding shares of the Company) represents the sum of (i) the net asset value of the Company immediately prior to the Contribution plus (ii) the value of all of the shares in EDAG Engineering Schweiz Sub-Holding AG. The contribution value of EDAG Engineering Schweiz Sub-Holding AG is therefore the market value of the Company determined in the Offering minus the net asset value of the Company immediately prior to the Contribution. Assuming a placement of the Offer Shares at the mid-point of the Price Range, the market value of the Company will be €537,500 thousand (Offer Price of €21.50, multiplied by 25,000 thousand shares of EDAG Engineering Group AG). In order to arrive at the contribution value for EDAG Engineering Schweiz Sub-Holding AG, this number will be reduced by the net asset value of the Company prior to the Contribution (approximately €340 thousand, calculated as the share capital of the Company amounting to €920 thousand as of November 2, 2015 minus costs related to the incorporation of the Company amounting to €80 thousand, as shown in the audited opening statement of financial position of the Company as of November 2, 2015, as well

116 as the expected costs related to the Contribution amounting to approximately €500 thousand). Assuming a placement of the Offer Shares at the mid-point of the Price Range, the contribution value will therefore be approximately €537,160 thousand. No other valuation will be conducted for the purposes of determining the contribution value. The contribution value is subject to change and has not been audited. Dividends resolved by the shareholders’ meeting are usually payable no sooner than three days after the shareholders’ resolution relating to the allocation of profits and the distribution of the dividend has been passed by the shareholders’ meeting, unless provided otherwise in the dividend resolution, in compliance with the rules of the respective clearing system. Clearstream Frankfurt will transfer the dividends to the shareholders’ custodian banks for crediting to their accounts and German custodian banks are under an obligation to distribute the funds to their customers. Shareholders using a custodian bank located outside Germany must inquire at their respective bank regarding the terms and conditions applicable in their case. Notifications of any distribution of dividends resolved upon are published in the German Federal Gazette (Bundesanzeiger) immediately after the shareholders’ meeting. To the extent dividends can be distributed by the Company in accordance with the Swiss Code of Obligations (Obligationenrecht) and corresponding decisions are taken, there are no restrictions on shareholder rights to receive dividends (except for the above described foreign investment restrictions). Under Swiss law, the statute of limitations with respect to dividend payments is five years. Dividends not collected within five years after their due date accrue to the Company and will be allocated to the Company’s general reserves. Dividends and similar payments by Swiss companies to certain persons and organisations are currently restricted pursuant to sanctions imposed by the Swiss government. Dividends paid on the shares of the Company are subject to Swiss withholding tax. Subject to the restrictions described above and any changes in tax laws and practice, distributions against capital reserves can be made to the Company’s shareholders without deducting any Swiss withholding tax. For further information see, see “S. Taxation in Germany—I. Taxation of Shareholders—2. Taxation of Dividends”and“T. Taxation in Luxembourg—I. Withholding Taxes” and “U. Taxation in Switzerland—I. Swiss Withholding Tax on Dividends”.

II. DIVIDEND POLICY AND EARNINGS PER SHARE Depending on the results of operations of EDAG, the Company intends to pay dividends in the future targeting a pay-out ratio of about 50% (defined as the percentage of the consolidated profits of the respective period). Any future determination to pay dividends will be made in accordance with applicable laws, and will depend upon, among other factors, our results of operations, financial condition, contractual restrictions and capital requirements. The Company’s future ability to pay dividends may be limited by the terms of any existing and future debt. The Company may pay dividends in the form of a distribution against capital reserves or as dividend payments. The Board of Directors, subject to shareholder resolutions providing otherwise, retains authority to change the dividend policy and dividend payout ratio at any time, especially, if unexpected events occur that would change its view as to the prudent level of cash and capital conservation as well as our financial goals and strategy. Dividends paid on the shares of the Company are subject to Swiss withholding tax. Subject to the restrictions described above and any changes in tax laws and practice, distributions against capital reserves can be made to the Company’s shareholders without deducting any Swiss withholding tax. For further information see, see “S. Taxation in Germany—I. Taxation of Shareholders—2. Taxation of Dividends” and “T. Taxation in Luxembourg—I. Withholding Taxes” and “U. Taxation in Switzerland—II. Swiss Withholding Tax on Dividends”. The Company was incorporated on November 2, 2015. Since then, no distributions of profits or reserves were made (up to the date of this prospectus).

117 The following table presents the consolidated result for each of the periods presented in total and per share taken from the unaudited condensed consolidated interim statements of comprehensive income for the nine-month periods ended September 30, 2015 and September 30, 2014 of EDAG Engineering Schweiz Sub-Holding AG as well as from the audited consolidated statements of comprehensive income for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined statement of comprehensive income for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH. Profit per share data is based on 25,000 thousand Company’s shares outstanding at the date of this prospectus. See “O. Description of the Company’s Share Capital and Applicable Regulations” for additional information on our share capital and shares.

For the nine-month period ended September 30, For the year ended December 31, 2015 2014 2014(1)(2) 2013(2) 2012(3) (audited, except per share data) (unaudited, consolidated) (consolidated) (combined) Earnings after taxes from continuing operations (EUR thousand) ...... 27,458 28,969 58,238 21,727 24,919 Earnings after taxes from continuing operations per share (EUR) ...... 1.10 1.16 2.33 0.87 1.00 Profit (EUR thousand) ...... 27,458 30,519 59,824 19,822 24,152 Profit per share (EUR) ...... 1.10 1.22 2.39 0.79 0.97

(1) Operating results for the various subsidiaries disposed of during the nine-month period ended September 30, 2014 or year ended December 31, 2014 are included only for the periods prior to their respective disposals. See “J. Management’s Discussion and Analysis of Financial Condition and Results of Operations—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013.

118 G. CAPITALIZATION AND INDEBTEDNESS; STATEMENT ON WORKING CAPITAL AND SIGNIFICANT CHANGES

The following tables set forth (i) EDAG Engineering Schweiz Sub-Holding AG’s actual consolidated capitalization and indebtedness as of September 30, 2015, taken from the unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG, (ii) the Company’s actual capitalization and indebtedness on an unconsolidated basis as of November 2, 2015 taken from the audited opening statement of financial position of the Company as of November 2, 2015 and (iii) the Group’s adjusted consolidated capitalization and indebtedness as of September 30, 2015, derived from EDAG Engineering Schweiz Sub-Holding AG’s actual consolidated capitalization and indebtedness as of September 30, 2015 and the Company’s actual capitalization and indebtedness on an unconsolidated basis as of November 2, 2015 and based on the assumption that the incorporation of the Company and the Contribution had already occurred as of September 30, 2015. For simplification purposes no tax effects were considered. Investors should read these tables in conjunction with I. “Selected Financial and Other Information”, J. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”andsection“V. Financial Information” of this prospectus on page F-2 et seqq.

I. CAPITALIZATION

(i) EDAG Engineering Schweiz Sub-Holding (ii) Company (iii) Group as AG actual as actual as of adjusted as of of September 30, November 2, September 30, 2015 2015 2015(1) (unaudited, (audited, (unaudited, (in € thousand)* consolidated) unconsolidated) consolidated) Total current debt(2) ...... 151,695 80 152,275 Guaranteed ...... — — — Secured(3) ...... 114 — 114 Unguaranteed/unsecured ...... 151,581 80 152,161 Total non-current debt (excluding current portion of long-term debt)(4) ...... 200,382 — 200,382 Guaranteed ...... — — — Secured ...... — — — Unguaranteed/unsecured ...... 200,382 — 200,382 Shareholder’s equity: Share capital(5) ...... 22,905 920 920 41,306 80מ Legal reserves(6) ...... 41,306 Other reserves(7) ...... 82,301 — 104,626 Total(8) ...... 498,589 920 499,509

* Columns may not add up due to rounding. (1) As adjusted, on a consolidated basis based on the assumption that, by taking into account the opening statement of financial position of the Company as of November 2, 2015, the incorporation of Company and the Contribution had already occurred as of September 30, 2015. (2) Referred to as “Total current liabilities and provisions” in the unaudited condensed consolidated interim financial statements of EDAG Engineering Schweiz Sub-Holding AG as of and for the nine-month period ended September 30, 2015 and “Total current liabilities” in the unconsolidated opening statement of financial position of the Company, respectively. As of November 2, 2015, the date of its incorporation, the Company had no indebtedness other than in respect of costs associated with its incorporation. The Group’s adjusted total current liabilities and provisions include the consolidated total current liabilities of EDAG Engineering Schweiz Sub-Holding AG as of September 30, 2015 and the costs related to the incorporation of the Company amounting to €80 thousand as well as the expected costs related to the Contribution amounting to approximately €500 thousand mainly for real estate transfer tax (RETT).

119 (3) Relates to land charges on a Spanish property. (4) Referred to as “Total non-current liabilities and provisions” in the condensed consolidated interim financial statements of EDAG Engineering Schweiz Sub-Holding AG. As of November 2, 2015, the date of its incorporation, the Company had no indebtedness other than in respect of costs associated with its incorporation. (5) Referred to as “Subscribed capital” in the condensed consolidated interim financial statements of EDAG Engineering Schweiz Sub-Holding AG and “Share capital” in the unconsolidated opening statement of financial position of the Company, respectively. The Group’s adjusted share capital of €920 thousand represents the share capital of the Company, as the new holding company of the Group, as of November 2, 2015, the date of its incorporation, and corresponds to the statutory share capital of the Company of CHF 1,000 thousand converted at the November 2, 2015 exchange rate of CHF 1.09 per euro. (6) Referred to as “Capital reserves” in the condensed consolidated interim financial statements of EDAG Engineering Schweiz Sub-Holding AG and “Capital reserve” in the unconsolidated opening statement of financial position of the Company, respectively. The Group’s adjusted capital reserves reflect the consolidated capital reserves of EDAG Engineering Schweiz Sub-Holding AG as of September 30, 2015. Due to a common control transaction, the increase in legal reserves of the Company resulting from the Contribution is not included in the legal reserves of the Group as adjusted. (7) Sum of “Retained earnings”, “Non-controlling interests”, ”Reserves from profits and losses recognized directly in equity” and “Currency conversion difference” as referred to in the consolidated financial information of EDAG Engineering Schweiz Sub-Holding AG. The Group’s adjusted other reserves amounting to €104,626 thousand as of September 30, 2015 include the costs related to the incorporation of the Company amounting to €80 thousand as well as the expected costs related to the Contribution amounting to approximately €500 thousand mainly for real estate transfer tax (RETT). (8) Sum of total current debt, total non-current debt (excluding current portion of long-term debt), share capital, legal reserves and other reserves in relation to EDAG Engineering Schweiz Sub-Holding AG and the Company, respectively.

II. INDEBTEDNESS

(i) EDAG Engineering Schweiz Sub-Holding AG (ii) Company actual as of actual as of (iii) Group as September 30, November 2, adjusted as of 2015 2015(2) September 30, 2015(1) (unaudited, (audited, (unaudited, (in € thousand)* consolidated) unconsolidated) consolidated) A. Cash ...... 26,715 920 27,635 B. Cash equivalent ...... 256 — 256 C. Trading securities(3) ...... 188 — 188 D. Liquidity (A)+(B)+(C)...... 27,159 920 28,079 E. Current Financial Receivables(4) ...... 39,236 — 39,236 F. Current bank debt(5) ...... 6,138 — 6,138 G. Current portion of non-current debt ..... — — — H. Other current financial debt(6) ...... 22,591 — 22,591 I. Current Financial Debt (F)+(G)+(H)...... 28,729 — 28,729 J. Net Current Financial Indebtedness 38,586מ 920מ 37,666מ ...... (I)–(E)–(D) K. Non-current bank loans(7) ...... 1,966 — 1,966 L. Bonds issued ...... — — — M. Other non-current loans(8) ...... 158,953 — 158,953 N. Non-current Financial Indebtedness (K)+(L)+(M)...... 160,919 — 160,919 122,333 920מ O. Net Financial Indebtedness (J)+(N)...... 123,253

* Columns may not add up due to rounding. (1) As adjusted, on a consolidated basis based on the assumption that the incorporation of the Company, by taking into account the opening statement of financial position of the Company as of November 2, 2015, and the Contribution had already occurred as of September 30, 2015. (2) As of November 2, 2015, the date of its incorporation, the Company had no indebtedness. For information on the Company’s indebtedness based on the assumption that the Company had already been incorporated and that the Contribution had already occurred as of September 30, 2015, see column (iii) “Group as adjusted as of September 30, 2015”. (3) Referred to as “Other financial assets” in the condensed consolidated interim financial statements of EDAG Engineering Schweiz Sub-Holding AG.

120 (4) Comprises in relation to EDAG Engineering Schweiz Sub-Holding AG as of September 30, 2015 of current financial receivables from the cash pool towards the Selling Shareholder in an amount of €761 thousand and other current receivables in an amount of €38,475 thousand from a sale-and-lease-back transaction (see “L. Business—XII. Material Contracts—3. Agreements relating to real estate—b. Sale-and-lease-back of five properties in Fulda, Cologne, Ingolstadt and Recklinghausen”. (5) Comprises in relation to EDAG Engineering Schweiz Sub-Holding AG as of September 30, 2015 the current portion of liabilities due to credit institutions. (6) Comprises in relation to EDAG Engineering Schweiz Sub-Holding AG as of September 30, 2015 liabilities from loans due to VKE – Versorgungskasse EDAG-Firmengruppe e.V. (see “L. Business—XII. Material Contracts—1. Financing Agreements—d. Credit Agreements with VKE – Versorgungskasse EDAG-Firmengruppe e.V.”), liabilities from interest payments in connection with loans due to ATON Group Finance GmbH (see “L. Business—XII. Material Contracts—1. Financing Agreements—c. Cash Pooling Agreement” and “L. Business—XII. Material Contracts—1. Financing Agreements—a. EDAG Engineering Holding GmbH and —b. BFFT Holding GmbH”) as well as liabilities from financing lease and liabilities from loans due to third parties. Referred to as “Current accounts payable and other liabilities” in the unconsolidated opening statement of financial position of the Company. (7) Comprises in relation to EDAG Engineering Schweiz Sub-Holding AG as of September 30, 2015 the non-current portion of liabilities due to credit institutions. (8) Comprises in relation to EDAG Engineering Schweiz Sub-Holding AG as of September 30, 2015 loans due to ATON Group Finance GmbH (see “L. Business—XII. Material Contracts—1. Financing Agreements—a. EDAG Engineering Holding GmbH and —b. BFFT Holding GmbH”) as well as liabilities from financing leases and liabilities from loans due to third parties. We did not have any indirect or contingent indebtedness as of September 30, 2015. For information on contractual obligations and commercial commitments, see “J. Management’s Discussion and Analysis of Financial Condition and Results of Operation—VII. Selected Data from the Consolidated/Combined Statement of Financial Position—5. Contractual obligations and commercial commitments”.

III. STATEMENT ON WORKING CAPITAL

We are of the opinion that we are in a position to meet the payment obligations that become due within at least the next twelve months from the date of this prospectus.

IV. STATEMENT REGARDING SIGNIFICANT CHANGES

Between the date of its incorporation, November 2, 2015, and the date of this prospectus, no significant change in the Company’s financial or trading position has occurred. Between September 30, 2015 and the date of this prospectus, no significant change in the financial and trading position of EDAG Engineering Schweiz Sub-Holding AG and its consolidated subsidiaries, for which unaudited condensed consolidated interim financial statements as of September 30, 2015 are provided in this prospectus, has occurred. As of the date of this prospectus, the Company has not acquired the shares in EDAG Engineering Schweiz Sub-Holding AG and is hence not yet the owner of the business described in this prospectus. The Company will acquire all of the shares in EDAG Engineering Schweiz Sub- Holding AG by way of the Contribution which will occur concurrently with the determination of the Offer Price for the Offer Shares as described above in “C. The Offering—I. Subject Matter of the Offering”. For information on current trading and management’s view on future trends, see “X. Recent Developments and Outlook—I. Recent Developments and—II. Outlook”.

121 H. DILUTION

For the calculation of the net asset value of the Company we use the consolidated net asset value of EDAG Engineering Schweiz Sub-Holding AG as of September 30, 2015. This value is defined as total assets less total non-current liabilities and provisions and total current liabilities and provisions of EDAG Engineering Schweiz Sub-Holding AG as shown in the unaudited condensed consolidated statement of financial position included in the unaudited condensed consolidated interim financial statements of EDAG Engineering Schweiz Sub-Holding AG as of and for the nine-month period ended September 30, 2015, which amounted to €146.51 million as of September 30, 2015. After subtracting the maximum estimated costs of the Offering and listing to be borne by the Company in the amount of €3.58 million, the net asset value of EDAG Engineering Schweiz Sub- Holding AG would have been €142.93 million as of September 30, 2015, or €5.72 per Company’s share (based on 25,000 thousand shares).(1) Based on an Offer Price at the mid-point of the Price Range, that would correspond to a direct dilution of €15.78, corresponding to 73.4%, per Company’s share (based on 25,000 thousand shares) for the parties acquiring the Offer Shares following the completion of the Offering. The table below illustrates the dilutive effect of the Offering(1):

Offer Price per share (in €; based on 25,000 thousand shares and on the mid-point of the Price Range) ...... 21.50 Net asset value of the Company per share (based on 25,000 thousand shares) as of September 30, 2015 (in €) ...... 5.86 Net asset value of the Company per share (based on 25,000 thousand shares) following the Offering (in €)...... 5.72 Amount by which the Offer Price per share (based on 25,000 thousand shares) exceeds the net asset value of the Company per share following the Offering (immediate dilution to the new shareholders of the Company per share) (in €) ...... 15.78 Immediate dilution (in %) ...... 73.4

(1) Effects from the reorganization of the Group by incorporation of the Company on November 2, 2015, i.e. capital contribution in cash amounting to €920 thousand minus costs related to the incorporation of the Company amounting to €80 thousand and expected costs related to the Contribution amounting to approximately €500 thousand mainly for real estate transfer tax (RETT) are not reflected here. Had the Company already been incorporated and the Contribution been completed as of September 30, 2015, the net asset value of the Company would have been €146.85 million.

122 I. SELECTED FINANCIAL AND OTHER INFORMATION

We have a complex financial history, which may limit the comparability of the financial information contained in this prospectus. The Company was incorporated on November 2, 2015. Since the Company, as of the date of this prospectus, has not conducted any business, acquired any assets or incurred any liabilities other than as directly related to its incorporation and the Offering, we do not present any financial information of the Company in this prospectus except for its audited opening statement of financial position as of November 2, 2015. The financial information contained in the following tables is taken or derived from (i) the audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, which includes corresponding figures for the fiscal years ended December 31, 2013 and December 31, 2012, of EDAG Engineering GmbH and (ii) the unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG with the corresponding unaudited interim financial information for the nine-month period ended September 30, 2014 on the level of EDAG Engineering GmbH. The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) and the unaudited condensed consolidated interim financial statements have been prepared in accordance with IFRS on interim financial reporting (IAS 34). PwC Germany has audited the consolidated financial statements of EDAG Engineering GmbH as of and for the fiscal year ended December 31, 2014, which include the corresponding figures for the fiscal year ended December 31, 2013, the opening statement of financial position as of January 1, 2013 and, on a combined basis, the corresponding figures as of and for the fiscal year ended December 31, 2012 and issued an unqualified auditor’s report (uneingeschränkter Bestätigungsvermerk) on these consolidated financial statements as of December 31, 2014. The aforementioned audited consolidated financial statements and the auditor’s report thereon are included in the financial section of this prospectus. Our historical results are not necessarily indicative of the results that should be expected in the future and our interim results are not necessarily indicative of the results that should be expected for the full year of the period. On September 14, 2015 EDAG Engineering Schweiz Sub-Holding AG was incorporated by contribution in kind of all outstanding shares in EDAG Engineering Holding GmbH, the German intermediate holding company which holds all of the shares in EDAG Engineering GmbH. Concurrently with the determination of the Offer Price, the Selling Shareholder will contribute all shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of the Contribution. Following such Contribution, the Company will therefore directly hold all shares in EDAG Engineering Schweiz Sub-Holding AG and will indirectly hold, through EDAG Engineering Schweiz Sub-Holding AG and EDAG Engineering Holding GmbH, all shares in EDAG Engineering GmbH. The Group’s business is conducted by EDAG Engineering GmbH, which will be an indirect subsidiary of the Company upon consummation of the Contribution, and its direct and indirect subsidiaries. Unless otherwise indicated, all historical consolidated/combined financial information included in this prospectus is either of EDAG Engineering Schweiz Sub-Holding AG or EDAG Engineering GmbH. Between September 14, 2015, the incorporation date of EDAG Engineering Schweiz Sub-Holding AG, and September 30, 2015, EDAG Engineering GmbH and EDAG Engineering Holding GmbH have entered into certain transactions (in particular the assumption of a loan liability of EDAG Engineering GmbH in an amount of €107.3 million by EDAG Engineering Holding GmbH as of September 30, 2015), the effects of which would adversely affect the comparability between unaudited consolidated interim financial information for the nine-month period ended September 30, 2015 prepared on the level of EDAG Engineering GmbH and the audited consolidated and combined financial information included in this prospectus for the fiscal years ended December 31, 2012, 2013 and 2014 prepared on the level of EDAG Engineering GmbH. In

123 order to provide investors with more comparable financial information for these periods, we present the unaudited consolidated interim financial information as of and for the nine-month period ended September 30, 2015 on the level of EDAG Engineering Schweiz Sub-Holding AG with the corresponding unaudited interim financial information for the nine-month period ended September 30, 2014 on the level of EDAG Engineering GmbH. EDAG Engineering GmbH was established in April 2012 and acquired by the Selling Shareholder in July 2012. Until January 1, 2014, EDAG Engineering GmbH and EDAG GmbH & Co. KGaA (which was the former parent entity of the EDAG Group) were sister companies under the Selling Shareholder. With effect from January 1, 2014, EDAG GmbH & Co. KGaA was merged into EDAG Engineering GmbH by way of a mixed non-cash contribution agreement against the assumption of certain liabilities. As a result, 2014 is the first fiscal year for which we were able to prepare consolidated financial statements for EDAG Engineering GmbH and all of its current subsidiaries. The audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 of EDAG Engineering GmbH contain the corresponding period ended December 31, 2013. However, for the fiscal year ended December 31, 2012, the corresponding figures are shown on a combined basis and therefore have limited comparability. In addition, we have executed several material acquisitions and disposals since 2012, which may further limit the comparability of the financial information as presented in the audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 contained in this prospectus. On September 24, 2012, EDAG Engineering GmbH acquired a majority of the shares of Rücker AG, a technological design engineering company focusing (at that time) on the international automotive, aircraft and aerospace industries. For the purposes of the audited combined financial information for the fiscal year ended December 31, 2012, the Rücker Group was first included in the group of combined entities with effect for accounting purposes from October 1, 2012. On January 18, 2013, EDAG Engineering GmbH acquired the BFFT Group, a manufacture-independent engineering service provider for the automotive industry. For the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2013, the BFFT Group was first included in the group of consolidated entities with effect for accounting purposes from January 1, 2013. We disposed of several subsidiaries, including the Group’s aerospace subsidiaries which were acquired as part of the Rücker Group and had been included in the group of combined entities with effect for accounting purposes from October 1, 2012 within the Others segment, these subsidiaries were classified as a disposal group in accordance with IFRS 5 for the fiscal year ended December 31, 2013. As a result, these subsidiaries’ results were included in our audited consolidated statement of comprehensive income for the fiscal year ended December 31, 2013 and their assets and liabilities were presented as assets held for sale in our audited consolidated statement of financial position as of December 31, 2013. These subsidiaries’ results for the three-month period ended March 31, 2014 were included in our audited consolidated statement of comprehensive income for the fiscal year ended December 31, 2014. With effect from March 31, 2014, the Group disposed of its shares in these aerospace subsidiaries, following which these subsidiaries ceased to be included in the consolidated group of entities for the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2014. As a result, these subsidiaries’ assets and liabilities were not included in the audited consolidated statement of financial position as of December 31, 2014. In addition, we sold EKS InTec GmbH on May 31, 2014, following which this subsidiary ceased to be included in the consolidated group of entities for the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2014. Because of these effects, the financial information as presented in our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 may not be fully comparable and investors should take into consideration the material differences resulting from the factors discussed above. See “J. Management’s Discussion and Analysis of Financial Condition and Results of Operations—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a further description of these factors, including a more comprehensive list of our acquisitions and disposals. Where financial data in the following tables is labeled “audited”, this means that it has been taken from the audited consolidated financial statements of EDAG Engineering GmbH. The label

124 “unaudited” is used in the following tables to indicate financial data that has not been taken from the audited consolidated financial statements of EDAG Engineering GmbH, but rather was taken from the unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG or from our internal accounting system, or has been calculated based on financial data from the above-mentioned sources. Certain financial data (including percentages) in the following tables have been rounded according to established commercial standards, whereas aggregate amounts (sum totals, sub-totals, differences or amounts put in relation) are calculated based on the underlying unrounded amounts. As a result, the aggregate amounts in the following tables may not correspond in all cases to the rounded amounts contained in the tables. Furthermore, in those tables, these rounded figures may not add up exactly to the totals contained in those denotes the negative of (”מ“) tables. Financial information which is preceded by a minus sign (”מ“) such number presented. In respect of financial data set out in the following tables, a dash signifies that the relevant figure is not available, while a zero (“0”) signifies that the relevant figure is available but has been rounded to or equals zero.

125 I. SELECTED DATA FROM THE CONSOLIDATED/COMBINED STATEMENT OF COMPREHENSIVE INCOME The following table shows selected financial information from the unaudited condensed consolidated interim statements of comprehensive income of EDAG Engineering Schweiz Sub- Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated statements of comprehensive income for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined statement of comprehensive income for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH:

PROFIT OR LOSS Continuing operations Sales revenues and changes in inventories ...... 534,035 506,286 689,748 632,412 415,181 Sales revenues ...... 534,375 513,954 697,458 620,127 415,836 655מ 12,285 7,710מ 7,668מ 340מ ...... Changes in inventories Other income ...... 15,324 22,187 58,868 16,326 20,267 79,514מ 104,943מ 115,823מ 78,719מ 72,877מ ...... Material expenses Gross profit ...... 476,482 449,754 632,793 543,795 355,934 245,664מ 386,226מ 417,308מ 314,147מ 332,311מ ...... Personnel expenses Depreciation, amortization and 12,475מ 24,984מ 25,613מ 18,202מ 18,087מ ...... impairment 62,313מ 94,062מ 102,229מ 70,517מ 81,132מ ...... Other expenses Earnings before interest and taxes (EBIT)(4) ...... 44,952 46,888 87,643 38,523 35,482

126 For the nine-month period ended September 30, For the year ended December 31, 2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (audited, (in € thousand) (unaudited, consolidated) (audited, consolidated) combined) Earnings before interest and taxes (EBIT)(4) ...... 44,952 46,888 87,643 38,523 35,482 Result from investments accounted for using the equity method ...... 1,052 — — — 50 Financial income ...... 1,841 518 1,035 1,487 2,997 5,938מ 8,301מ 11,752מ 9,142מ 8,050מ ...... Financing expenses 2,891מ 6,814מ 10,717מ 8,624מ 5,157מ ...... Financial result Earnings before taxes from continuing operations ...... 39,795 38,264 76,926 31,709 32,591 7,672מ 9,982מ 18,688מ 9,295מ 12,337מ ...... Income taxes Earnings after taxes from continuing operations ...... 27,458 28,969 58,238 21,727 24,919 Discontinued operations(14) Earnings after taxes from discontinued 767מ 1,905מ operations ...... — 1,550 1,586 Profit or loss ...... 27,458 30,519 59,824 19,822 24,152

FROM THE PROFIT OR LOSS ATTRIBUTABLE TO: Shareholders of the parent company ..... 27,423 30,573 59,868 18,634 24,277 Minority shares (non-controlling 125מ 1,188 43מ 54מ interest) ...... 36

(1) Operating results for the various subsidiaries disposed of during the the nine-month period ended September 30, 2014 or year ended December 31, 2014, respectively, are included only for the periods prior to their respective disposals. See “J. Management’s Discussion and Analysis of Financial Condition and Results of Operations—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (4) EBIT and Adjusted EBIT are non-IFRS measures. EBIT represents earnings before interest and taxes and Adjusted EBIT represents EBIT adjusted for non-recurring items. While the amounts included in EBIT and Adjusted EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measures are not financial measures calculated in accordance with IFRS. Accordingly, EBIT and Adjusted EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our management uses EBIT and Adjusted EBIT to assess our operating performance and as a measure of economic success of our business. In addition, we believe that EBIT and Adjusted EBIT are measures commonly used by investors. EBIT and Adjusted EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated. (5) Expenses from purchase price allocation represents the effects of the amortization of step-ups due to purchase price allocation attributable to the acquisition of the Rücker Group, the BFFT Group and iSILOG GmbH in the amount of €4.2 million, €1.2 million and €0.1 million respectively, for the nine-month period ended September 30, 2015, to the acquisition of the Rücker Group and the BFFT Group in an amount of €4.0 million and €1.2 million respectively, for the nine-month period ended September 30, 2014, to the acquisition of the Rücker Group and the BFFT Group in an amount of €5.3 million and €1.6 million, respectively, for the fiscal year ended December 31, 2014 and €5.3 million and €3.0 million, respectively, for the fiscal year ended December 31, 2013. For the fiscal year ended December 31, 2012, expenses from purchase price allocation represents the effects of the amortization of step-ups due to purchase price allocation of €1.3 million attributable to the acquisition of the Rücker Group. (6) Income / expenses from deconsolidations for the nine-month period ended September 30, 2014 represents the disposals of our aerospace subsidiaries (which had previously been a part of the Rücker Group) (income of €4.0 million) and EKS InTec GmbH (income of €8.0 million). Income / expenses from deconsolidations for the fiscal year ended December 31, 2014 represents the disposals of our aerospace subsidiaries (income of €4.6 million), EKS InTec GmbH (income of €8.0 million) and ‘Werkzeug und Karosseriesysteme Eisenach” business division by way of a spin-off for absorption into EDAG Werkzeug + Karosserie GmbH (income of €14.4 million). In the fiscal year ended December 31, 2012, income / expenses from deconsolidations comprises the deconsolidation of Rosata Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Fulda- West KG.

127 (7) Income (-) from reversal of provisions includes the reversal of provisions relating to severance pay and brokerage in connection with certain sale and lease-back transactions. (see L. “Business—XII. Material Contracts—3. Agreements relating to real estate—b. Sale-and-lease-back of five properties in Fulda, Cologne, Ingolstadt and Recklinghausen”). (8) Income / expenses from initial consolidations represents the initial consolidation of our Russian subsidiary EDAG Production Solutions RU OOO (Obschtschestwo s ogranitschennoi otwetstwennostju). (9) Expenses from additional selling costs from M&A transactions for the nine-month period ended September 30, 2015 and for the nine-month period ended September 30, 2014 represents follow-up costs in connection with the disposal of certain subsidiaries and costs relating to a merger (EDAG Testing Solutions GmbH) and for the fiscal year ended December 31, 2014 represents the costs of the disposals of certain subsidiaries, including the aerospace subsidiaries and EKS Intec GmbH. (10) Expenses from restructuring for the nine-month period ended September 30, 2015 and for the nine-month period ended September 30, 2014 represents expenses for consulting and reengineering (€5.7 million and €1.4 million), respectively, and severance pay (€0.6 million and €2.6 million), respectively. Expenses from restructuring represents expenses for consulting and reengineering (€1.6 million) and severance pay (€3.2 million) for the fiscal year ended December 31, 2014 and severance pay (€0.7 million) and consulting (€2.1 million) for the fiscal year ended December 31, 2013. (11) Income from the sale of real estate for the fiscal year ended December 31, 2014 represents the disposal of real estate (€2.5 million) and income from a sale-and-lease-back transaction (see L. “Business—XII. Material Contracts—3. Agreements relating to real estate—b. Sale-and-lease-back of five properties in Fulda, Cologne, Ingolstadt and Recklinghausen”) (€15.9 million). (12) Expenses from the sale of real estate for the nine-month period ended September 30, 2015 represents follow-up costs and for the fiscal year ended December 31, 2014 represents expenses for consulting (€0.1 million) and sales provisions (€1.2 million). (13) Expenses from impairment of real estate for the fiscal year ended December 31, 2014 represents the impairment of the fair value valuation of real estate in a subsidiary in the Czech Republic. (14) Discontinued operations represents expenses in connection with an indemnity payment for the nine-month period ended September 30, 2014 and in the fiscal year ended December 31, 2014, provisions in connection with the sale of the “Production” business division in the fiscal year ended December 31, 2013 and assets, liabilities and provisions of the “Production Systems” and “Production” business divisions in the fiscal year ended December 31, 2012, which were classified as being held for sale and fully deconsolidated in 2012.

128 II. SELECTED DATA FROM THE CONSOLIDATED/COMBINED STATEMENT OF FINANCIAL POSITION The following table shows selected financial information from the unaudited condensed consolidated interim statement of financial position as of September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG as well as from the audited consolidated statements of financial position as of December 31, 2014 and December 31, 2013 and the audited combined statement of financial position as of December 31, 2012 of EDAG Engineering GmbH:

As of As of September 30, As of December 31, January 1, 2015 2014(1) 2013(1) 2013(2) (audited, (in € thousand) (unaudited, consolidated) (audited, consolidated) combined)

ASSETS Intangible assets ...... 106,754 109,864 113,393 84,346 Of which goodwill ...... 64,162 63,903 63,903 44,528 Property, plant and equipment ..... 62,073 55,608 87,529 82,974 Investment property ...... — — 3,004 3,105 Financial assets ...... 196 171 535 519 Investments accounted for using the equity method ...... 16,585 15,519 — — Non-current accounts receivable and other receivables ...... 1,219 1,350 1,301 1,464 Deferred tax assets ...... 506 681 3,158 1,306 Total non-current assets ...... 187,333 183,193 208,920 173,714 Inventories ...... 1,606 6,884 18,190 3,397 Future receivables from construction contracts ...... 139,332 50,373 37,732 29,150 Current accounts receivable and other receivables ...... 138,915 197,084 156,055 128,248 Of which cash receivables from cash pooling ...... 761 5,539 27,956 20,209 Other financial assets ...... 188 92 109 68 Income tax assets ...... 3,494 6,679 5,977 5,017 Cash and cash equivalents ...... 26,971 39,502 68,606 36,188 Assets held for sale / discontinued operations ...... 750 750 9,043 7,105 Total current assets ...... 311,256 301,364 295,712 209,173 Total assets ...... 498,589 484,557 504,632 382,887

EQUITY, LIABILITIES AND PROVISIONS Subscribed capital ...... 22,905 20,000 50 50 Capital reserves ...... 41,306 40,746 40,000 40,000 Retained earnings ...... 92,279 67,756 67,839 70,441 Reserves from profits and losses 2,976מ 3,061מ 9,592מ 7,935מ ..... recognized directly in equity 568מ 2,059מ 1,568מ 2,134מ ..... Currency conversion difference Equity attributable to shareholders of the parent company ...... 146,421 117,342 102,769 106,947 Non-controlling interests ...... 91 69 153 6,058 Total equity ...... 146,512 117,411 102,922 113,005 Provisions for pensions and similar obligations ...... 21,715 22,358 12,018 10,698

129 As of As of September 30, As of December 31, January 1, 2015 2014(1) 2013(1) 2013(2) (audited, (in € thousand) (unaudited, consolidated) (audited, consolidated) combined) Other non-current provisions ...... 4,315 5,004 4,399 6,710 Non-current financial liabilities ..... 160,919 162,003 197,737 6,001 Non-current accounts payable and other liabilities ...... 96 151 92 83 Non-current income tax liabilities . . . 1,460 1,460 1,460 1,335 Deferred tax liabilities ...... 11,877 10,155 18,837 15,575 Total non-current liabilities and provisions ...... 200,382 201,131 234,543 40,402 Current provisions ...... 12,173 12,767 13,083 8,384 Current financial liabilities ...... 28,729 4,858 35,648 117,948 Future liabilities from construction contracts ...... 36,099 61,618 38,579 27,575 Current accounts payable and other liabilities ...... 69,368 73,082 69,281 71,839 Income tax liabilities ...... 5,326 13,690 5,970 3,734 Provisions and liabilities in connection with assets held for sale / from discontinued operations . . . — — 4,606 — Total current liabilities and provisions ...... 151,695 166,015 167,167 229,480 Total equity, liabilities and provisions ...... 498,589 484,557 504,632 382,887

130 III. SELECTED DATA FROM THE CONSOLIDATED/COMBINED STATEMENT OF CASH FLOW The following table shows selected financial information from the unaudited condensed consolidated interim statements of cash flow of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated statements of cash flow for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined statement cash flow for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH:

For the nine-month period ended September 30, For the year ended December 31, 2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (audited, (in € thousand) (unaudited, consolidated) (audited, consolidated) combined) Earnings after taxes from continuing operations ...... 27,458 28,969 58,238 21,727 24,919 Earnings after taxes from 767מ 1,905מ discontinued operations ...... — 1,550 1,586 Income tax expenses ...... 12,336 9,960 19,367 9,171 7,786 3,031מ 10,114מ 15,625מ 10,783מ 16,326מ ...... Income taxes paid Financial result ...... 5,158 8,623 10,717 6,814 3,827 Interest received ...... 563 518 981 716 940 Impairment from revaluation at fair value less costs of disposal ...... — — 865 — — Depreciation and amortization/ write-ups on tangible and intangible assets ...... 18,087 18,202 24,748 24,984 13,930 Depreciation on current assets ..... — — — — — 10,124מ 716מ 34,664מ 18,402מ Other non-cash expenses/income . . . 2,054 Increase/decrease in non-current 6,247 654מ 11,364 8,775 1,333מ ...... provisions Profit/loss on the disposal of fixed 683מ 151מ 18,321מ 52 106מ ...... assets 1,073מ 13,964מ Increase/decrease in inventories .... 5,279 5,518 5,519 Increase/decrease in future receivables from construction contracts, receivables and other assets that are not attributable to 18,690 27,567מ 42,080מ 41,652מ 38,062מ . . . investing or financing activities Increase/decrease in current 1,850מ 4,922 27מ 4,735מ 567מ ...... provisions Increase/decrease in accounts payables and other liabilities and provisions that are not attributable to investing or 14,023מ 7,766 34,050 5,557 30,800מ ...... financing activities Cash inflow/outflow from operating 44,788 21,029 56,718 12,152 16,259מ .... activities/operating cash flow Deposits from disposals of tangible fixed assets ...... 5,833 793 1,934 1,130 2,320 Payments for investments in tangible 13,545מ 15,924מ 17,469מ 11,402מ 16,703מ ...... fixed assets Deposits from disposals of intangible fixed assets ...... 173 83 81 253 1,013 Payments for investments in 2,895מ 6,485מ 7,691מ 5,754מ 4,252מ ...... intangible fixed assets Deposits from disposals of financial assets ...... 29 22 604 7,142 44

131 For the nine-month period ended September 30, For the year ended December 31, 2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (audited, (in € thousand) (unaudited, consolidated) (audited, consolidated) combined) Payments for investments in 203מ 41מ 104מ 35מ 45מ ...... financial assets Deposits from disposals in shares of fully consolidated companies/ divisions ...... — 14,388 30,044 — 26,640 Payments for investments in shares in fully consolidated companies / 66,422מ 48,515מ 39,995מ 39,995מ 1,096מ ...... divisions Cash inflow/outflow from investing 53,048מ 62,440מ 32,596מ 41,900מ 16,061מ .... activities/investing cash flow Deposits from capital increases and grants from the shareholders .... — — — — 40,050 Payments for investments in shares of fully consolidated companies 41,478מ 14,424מ——— ...... from NCI Payments to shareholders/partners (prior year dividend, capital repayments, other 1מ 14,055מ 30מ 30מ 14מ ...... (distributions 3,954מ 6,189מ 9,560מ 1,146מ 5,535מ ...... Interest paid Borrowing of short-term financial liabilities ...... 22,142 174 — 102 87,996 Repayment of short-term financial 68,134מ 84,046מ 31,868מ 14,258מ 1,021מ ...... liabilities Borrowing of medium-term and long-term financial liabilities ..... — — 11 192,893 — Repayment of medium-term and 338מ 954מ 35,608מ 14,000מ — ..... long-term financial liabilities 506מ 395מ 260מ 244מ 21מ .... Repayment of leasing liabilities Repayment/investment in financial 20,078מ receivables ...... 4,872 12,085 22,541 3,047 Cash inflow/outflow from financing 6,443מ 75,979 54,774מ 17,419מ activities/financing cash flow .... 20,423 Net cash changes in financial 14,703מ 34,568 30,652מ 47,167מ 11,897מ ...... funds Effect of changes in currency exchange rate and other effects 185מ 854מ 252 433 634מ . . from changes of financial funds Financial funds at the start of period ...... 39,502 69,902 69,902 36,188 51,076 Financial funds at the end of the period ...... 26,971 23,168 39,502 69,902 36,188 of which: cash and cash equivalents ...... 26,971 23,168 39,502 68,606 36,188 of which: assets held for sale/ discontinued operations ...... — — — 1,296 — Free cash flow (FCF) – equity 8,260מ 41,411מ 24,122 29,748מ 32,320מ ...... (approach(4

132 (1) Operating results for the various subsidiaries disposed of during the the nine-month period ended September 30, 2014 or year ended December 31, 2014, respectively, are included only for the periods prior to their respective disposals. See “J. Management’s Discussion and Analysis of Financial Condition and Results of Operations—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. Furthermore, our aerospace business, which was formerly part of the Rücker Group, was included in our audited combined financial information for the fiscal year ended December 31, 2012 with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (4) Free cash flow (FCF) – equity approach is a non-IFRS measure. Free cash flow (FCF) – equity approach represents operating cash flow less investing cash flow. While the amounts included in free cash flow (FCF) – equity approach have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measure is not a financial measure calculated in accordance with IFRS. Accordingly, free cash flow (FCF) – equity approach should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Free cash flow (FCF) – equity approach, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated.

133 IV. SELECTED SEGMENTAL DATA The following table shows the sales revenues and changes in inventories, Core Revenue, EBIT, Adjusted EBIT and Adjusted EBIT margin broken down by segment as well as Adjusted Core EBIT and Adjusted Core EBIT margin derived from the unaudited condensed consolidated interim statements of comprehensive income of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated statements of comprehensive income for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined statement of comprehensive income for the fiscal year ended December 31, 2012 for EDAG Engineering GmbH:

For the nine-month period ended September 30, For the year ended December 31, 2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (audited unless otherwise (audited unless otherwise indicated, (in € thousand) (unaudited, consolidated) indicated, consolidated) combined) SALES REVENUES AND CHANGES IN INVENTORIES Vehicle Engineering ...... 337,839 311,078 417,604 391,795 254,104 Production Solutions ...... 87,053 74,692 106,375 77,762 71,367 Electrics/Electronics ...... 117,492 85,588 123,834 98,004 37,579 Consolidation for the three core segments 6,266מ 6,970מ 13,131מ 5,575מ 8,484מ ...... (unaudited)(4) Core Revenue (including changes in inventories) (unaudited)(5) ...... 533,900 465,783 634,682 560,591 356,784 Others (after consolidation)(unaudited)(6) .... 135 40,503 55,066 71,821 58,397 Total Business ...... 534,035 506,286 689,748 632,412 415,181 EBIT / ADJUSTED EBIT Vehicle Engineering EBIT(7) ...... 30,694 24,805 26,027 19,052 17,672 Purchase price allocation(8) (unaudited) .... 4,166 4,024 5,317 5,341 1,338 Adjusted EBIT(7) (unaudited) ...... 34,860 28,829 31,344 24,393 19,010 Adjusted EBIT margin (%)(9) (unaudited) . . 10.3% 9.3% 7.5% 6.2% 7.5% Production Solutions EBIT(7) ...... 10,687 8,515 11,974 9,023 7,140 Purchase price allocation(8) (unaudited) .... 121 — — — — Adjusted EBIT(7) (unaudited) ...... 10,808 8,515 11,974 9,023 7,140 Adjusted EBIT margin (%)(9) (unaudited) . . 12.4% 11.4% 11.3% 11.6% 10.0% Electrics/Electronics EBIT(7) ...... 8,196 4,036 8,219 6,558 3,416 Purchase price allocation(8) (unaudited) .... 1,212 1,236 1,648 3,010 — Adjusted EBIT(7) (unaudited) ...... 9,408 5,272 9,867 9,568 3,416 Adjusted EBIT margin (%)(9) (unaudited) . . 8.0% 6.2% 8.0% 9.8% 9.1% Adjusted Core EBIT(10) (unaudited) ...... 55,076 42,616 53,185 42,984 29,566 Adjusted Core EBIT margin (%)(11) (unaudited) ...... 10.3% 9.1% 8.4% 7.7% 8.3% Group purchase price allocation 1,338מ 8,351מ 6,965מ 5,260מ 5,499מ ...... (adjustment(12 Others(6) 7,254 3,890 41,423 9,532 4,625מ ...... EBIT EBIT of the Group(13) ...... 44,952 46,888 87,643 38,523 35,482 3,439מ 11,142 29,766מ 1,997מ Total adjustments(14) ...... 9,853 Adjusted EBIT of the Group(15) ...... 54,805 44,891 57,877 49,665 32,043 Adjusted EBIT margin of the Group (%)(16) (unaudited) ...... 10.3% 8.9% 8.4% 7.9% 7.7%

134 (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (4) Consolidation for the three core segments is a non-IFRS measure. Consolidation for the three core segments represents the elimination of the sales revenues within the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions) and consists of the sum of “sales revenue with other segments” relating to the three core segments and excludes “sales revenue with other segments” relating to the Others segment. (5) Core Revenue (including changes in inventories) is a non-IFRS measure. Core Revenue (including changes in inventories) represents our sales revenues with third parties (i.e. revenues with entities that are not part of the EDAG Group) and changes in inventories for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment, which contains many of our intra-Group eliminations. Our management uses Core Revenue (including changes in inventories) to assess our operating performance and as a measure of success of our business. (6) The Others segment includes Haus Kurfu¨ rst GmbH, which provides hotel and restaurant services for EDAG customers and employees, as well as a small batch production of chassis modules at our location in Eisenach, which we deconsolidated as of December 31, 2014, EKS InTech GmbH, which was sold on May 31, 2014, and our aerospace subsidiaries, which were sold on March 31, 2014. The Others segment also included the personnel service provider ED Work GmbH & Co. KG until its deconsolidation on May 31, 2012. In addition, all of our essential non-operating expenses and income are also reported here. With regard to sales revenues and changes in inventory, the Others segment represents revenues with third parties and excludes sales revenues with other segments. (7) EBIT and Adjusted EBIT are non-IFRS measures. EBIT of a given segment represents earnings before interest and taxes for that segment. Adjusted EBIT of a given segment represents EBIT for that segment adjusted for purchase price allocation for that segment. See “J. Management’s Discussion and Analysis of Financial Condition and Results of Operations—II. Factors affecting results of operations—6. Acquisitions and divestments”. While the amounts included in EBIT and Adjusted EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measures are not financial measures calculated in accordance with IFRS. Accordingly, EBIT and Adjusted EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our management uses EBIT and Adjusted EBIT to assess our operating performance and as a measure of economic success of our business. In addition, we believe that EBIT and Adjusted EBIT are measures commonly used by investors. However, EBIT and Adjusted EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated. (8) Purchase price allocation represents the effects of the amortization of step-ups due to purchase price allocation attributable to the acquisition of the Rücker Group, the BFFT Group and iSILOG GmbH in the amount of €4.2 million, €1.2 million and €0.1 million respectively, for the nine-month period ended September 30, 2015, to the acquisition of the Rücker Group and the BFFT Group in an amount of €4.0 million and €1.2 million respectively, for the nine-month period ended September 30, 2014, to the acquisition of the Rücker Group and the BFFT Group in an amount of €5.3 million and €1.6 million, respectively, for the fiscal year ended December 31, 2014 and €5.3 million and €3.0 million, respectively, for the fiscal year ended December 31, 2013. For the fiscal year ended December 31, 2012, purchase price allocation represents the effects of the amortization of step-ups due to purchase price allocation of €1.3 million attributable to the acquisition of the Rücker Group. (9) Adjusted EBIT margin is a non-IFRS measure. Adjusted EBIT margin represents the ratio of the Adjusted EBIT of a given segment over the sales revenues and changes in inventories for that segment. While the amounts included in Adjusted EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (10) Adjusted Core EBIT is a non-IFRS measure. The first component of the Adjusted Core EBIT represents the sum of EBIT for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment. The second component is the purchase price allocation adjustments on a Group level which are added to the first component. These purchase price allocation adjustments relate only to the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions). No purchase price allocation adjustments relate to the Others segment. Our management uses Adjusted Core EBIT to assess our operating performance and as a measure of success of our business. While the amounts included in Adjusted Core EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (11) Adjusted Core EBIT margin is a non-IFRS measure. Adjusted Core EBIT margin represents the ratio of our Adjusted Core EBIT over our Core Revenue (including changes in inventories). While the amounts included in Adjusted Core EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly,

135 Adjusted Core EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (12) Group purchase price allocation adjustment comprises the sum of the effects from the amortization of step-ups due to purchase price allocations with respect to the Vehicle Engineering and Electrics/Electronics segments. Because these adjustments are also included in total adjustments on a Group level, it is necessary to remove the amount of these purchase price allocations in order to reconcile the Adjusted Core EBIT with Adjusted EBIT of the Group. (13) EBIT of the Group is a non-IFRS measure. EBIT of the Group represents the combined EBIT for our four segments. While the amounts included in Group EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, which include corresponding figures for the fiscal years ended December 31, 2013 and December 31, 2012, and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, EBIT of the Group should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (14) Total adjustments apply across the entire Group and comprise income/expenses from deconsolidations, income/expenses from initial consolidations, expenses from additional selling costs from M&A transactions, expenses from restructuring, income from the sale of real estate, expenses from the sale of real estate, expenses from impairment of real estate and amortization of step-ups due to purchase price allocation. See Adjustments in the table under “I. Selected Financial and Other Information—I. Selected Data from the Consolidated/Combined Statement of Comprehensive Income” for more information these adjustments. (15) Adjusted EBIT of the Group is a non-IFRS measure. Adjusted EBIT of the Group represents our EBIT of the Group less the total adjustments mentioned in footnote 13 above. See Adjustments in the table under “I. Selected Financial and Other Information— I. Selected Data from the Consolidated/Combined Statement of Comprehensive Income” for more information on these adjustments a reconciliation to EBIT and Gross Profit. While the amounts included in Adjusted EBIT of the Group have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted EBIT of the Group should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (16) Adjusted EBIT margin of the Group is a non-IFRS measure. Adjusted EBIT margin of the Group represents the ratio of the Adjusted EBIT of the Group over sales revenues and changes in inventories. While the amounts included in Adjusted EBIT margin of the Group have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted EBIT margin of the Group should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS.

136 V. SELECTED KEY AND OTHER PERFORMANCE INDICATORS 1. Revenue growth The following table shows the consolidated or combined sales revenues and changes in inventories broken down by segment as well as our core revenue (“Core Revenue”), which represents our sales revenues with third parties (i.e. revenues with entities that are not part of the EDAG Group) and changes in inventories for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment, derived from the unaudited condensed consolidated interim statements of comprehensive income of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated statements of comprehensive income for the fiscal years ended December 31, 2014 and December 31, 2013, unless otherwise indicated, and the audited combined statement of comprehensive income for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH, unless otherwise indicated, as well as the changes between the periods under review:

(1) Revenues for the various subsidiaries disposed of during the the nine-month period ended September 30, 2014 or year ended December 31, 2014, respectively, are included only for the periods prior to their respective disposals. See “J. Management’s Discussion and Analysis of Financial Condition and Results of Operations—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined

137 group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (4) Consolidation for the three core segments is a non-IFRS measure. Consolidation for the three core segments represents the elimination of the sales revenues within the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions) and consists of the sum of “sales revenue with other segments” relating to the three core segments and excludes “sales revenue with other segments” relating to the Others segment. (5) Core Revenue (including changes in inventories) is a non-IFRS measure. Core Revenue (including changes in inventories) represents our sales revenues with third parties and changes in inventories for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment, which contains many of our intra-Group eliminations. Our management uses Core Revenue (including changes in inventories) to assess our operating performance and as a measure of success of our business. (6) The Others segment represents revenues with third parties and includes Haus Kurfu¨ rst GmbH, which provides hotel and restaurant services for EDAG customers and employees, as well as a small batch production of chassis modules at our location in Eisenach, which we deconsolidated as of December 31, 2014, EKS InTech GmbH, which was sold on May 31, 2014, and our aerospace subsidiaries, which were sold on March 31, 2014. The Others segment also included the personnel service provider ED Work GmbH & Co. KG until its deconsolidation on May 31, 2012. In addition, all of our essential non-operating expenses and income are also reported here.

2. EBIT / Adjusted EBIT / Adjusted Core EBIT Management uses earnings before interest and taxes (“EBIT”), adjusted earnings before interest and taxes (“Adjusted EBIT”) and adjusted core EBIT (“Adjusted Core EBIT”) to assess the economic success of our business, with Adjusted EBIT being our central control parameter. EBIT is equal to gross profit less personnel expenses, depreciation, amortization and impairment and other expenses. Adjusted EBIT is equal to EBIT as adjusted for exceptional income/expenses which in the fiscal years ended December 31, 2014, 2013 and 2012, as well as in the nine-month periods ended September 30, 2015 and September 30, 2014, related, as applicable, to expenses from purchase price allocation, income/expenses from deconsolidations, income/expenses from initial consolidations, expenses from additional selling costs from M&A transactions, expenses from restructuring/severance payments, income from the sale of real estate, expenses from the sale of real estate and expenses from the impairment of real estate. Management believes that these metrics provide a view of our income that is more accurately indicative of our actual performance than other metrics. Adjusted Core EBIT represents the sum of the Adjusted EBIT for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions) and excludes our Others segment. Adjusted Core EBIT is adjusted for purchase price allocations on a Group level. These purchase price allocation adjustments relate only to the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions). No purchase price allocation adjustments relate to the Others segment.

138 The following table shows the consolidated or combined EBIT, Adjusted EBIT and Adjusted EBIT margin broken down by segment as well as Adjusted Core EBIT and Adjusted Core EBIT margin derived from the unaudited condensed consolidated interim statements of comprehensive income of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated statements of comprehensive income for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined statement of comprehensive income for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH:

For the nine-month period ended September 30, For the year ended December 31, 2015 2014 2014(1) 2013(1) 2012(2) (audited unless otherwise (audited unless otherwise indicated, (in € thousand) (unaudited, consolidated) indicated, consolidated) combined)

EBIT / ADJUSTED EBIT Vehicle Engineering EBIT(3) ...... 30,694 24,805 26,027 19,052 17,672 Purchase price allocation(4) (unaudited) ...... 4,166 4,024 5,317 5,341 1,338 Adjusted EBIT(3) (unaudited) ... 34,860 28,829 31,344 24,393 19,010 Adjusted EBIT margin (%)(5) (unaudited) ...... 10.3% 9.3% 7.5% 6.2% 7.5% Production Solutions EBIT(3) ...... 10,687 8,515 11,974 9,023 7,140 Purchase price allocation(4) (unaudited) ...... 121 — — — — Adjusted EBIT(3) (unaudited) ... 10,808 8,515 11,974 9,023 7,140 Adjusted EBIT margin (%)(5) (unaudited) ...... 12.4% 11.4% 11.3% 11.6% 10.0% Electrics/Electronics EBIT(3) ...... 8,196 4,036 8,219 6,558 3,416 Purchase price allocation(4) (unaudited) ...... 1,212 1,236 1,648 3,010 — Adjusted EBIT(3) (unaudited) ... 9,408 5,272 9,867 9,568 3,416 Adjusted EBIT margin (%)(5) (unaudited) ...... 8.0% 6.2% 8.0% 9.8% 9.1% Adjusted Core EBIT(6) (unaudited) ...... 55,076 42,616 53,185 42,984 29,566 Adjusted Core EBIT margin (%)(7) (unaudited) ...... 10.3% 9.1% 8.4% 7.7% 8.3% Group purchase price allocation 1,338מ 8,351מ 6,965מ 5,260מ 5,499מ ...... (adjustment(8 Others(9) 7,254 3,890 41,423 9,532 4,625מ ...... EBIT EBIT of the Group(10) ...... 44,952 46,888 87,643 38,523 35,482 3,439מ 11,142 29,766מ 1,997מ Total adjustments(11) ...... 9,853 Adjusted EBIT of the Group(12) ... 54,805 44,891 57,877 49,665 32,043 Adjusted EBIT margin of the Group (%)(13) (unaudited) . . 10.3% 8.9% 8.4% 7.9% 7.7%

139 (2) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (3) EBIT and Adjusted EBIT are non-IFRS measures. EBIT of a given segment represents earnings before interest and taxes for that segment. Adjusted EBIT of a given segment represents EBIT for that segment adjusted for purchase price allocation for that segment. See “J. Management’s Discussion and Analysis of Financial Condition and Results of Operations—II. Factors affecting results of operations—6. Acquisitions and divestments”. While the amounts included in EBIT and Adjusted EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measures are not financial measures calculated in accordance with IFRS. Accordingly, EBIT and Adjusted EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our management uses EBIT and Adjusted EBIT to assess our operating performance and as a measure of economic success of our business. In addition, we believe that EBIT and Adjusted EBIT are measures commonly used by investors. However, EBIT and Adjusted EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated. (4) Purchase price allocation represents the effects of the amortization of step-ups due to purchase price allocation attributable to the acquisition of the Rücker Group, the BFFT Group and iSILOG GmbH in the amount of €4.2 million, €1.2 million and €0.1 million respectively, for the nine-month period ended September 30, 2015, to the acquisition of the Rücker Group and the BFFT Group in an amount of €4.0 million and €1.2 million respectively, for the nine-month period ended September 30, 2014, to the acquisition of the Rücker Group and the BFFT Group in an amount of €5.3 million and €1.6 million, respectively, for the fiscal year ended December 31, 2014 and €5.3 million and €3.0 million, respectively, for the fiscal year ended December 31, 2013. For the fiscal year ended December 31, 2012, purchase price allocation represents the effects of the amortization of step-ups due to purchase price allocation of €1.3 million attributable to the acquisition of the Rücker Group. (5) Adjusted EBIT margin is a non-IFRS measure. Adjusted EBIT margin represents the ratio of the Adjusted EBIT of a given segment over the sales revenues and changes in inventories for that segment. While the amounts included in Adjusted EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (6) Adjusted Core EBIT is a non-IFRS measure. The first component of the Adjusted Core EBIT represents the sum of EBIT for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment. The second component is the purchase price allocation adjustments on a Group level which are added to the first component. These purchase price allocation adjustments relate only to the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions). No purchase price allocation adjustments relate to the Others segment. Our management uses Adjusted Core EBIT to assess our operating performance and as a measure of success of our business. While the amounts included in Adjusted Core EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (7) Adjusted Core EBIT margin is a non-IFRS measure. Adjusted Core EBIT margin represents the ratio of our Adjusted Core EBIT over our Core Revenue (including changes in inventories). While the amounts included in Adjusted Core EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (8) Group purchase price allocation adjustment comprises the sum of the effects from the amortization of step-ups due to purchase price allocations with respect to the Vehicle Engineering and Electrics/Electronics segments. Because these adjustments are also included in total adjustments on a Group level, it is necessary to remove the amount of these purchase price allocations in order to reconcile the Adjusted Core EBIT with Adjusted EBIT of the Group. (9) The Others segment includes Haus Kurfu¨ rst GmbH, which provides hotel and restaurant services for EDAG customers and employees, as well as a small batch production of chassis modules at our location in Eisenach, which we deconsolidated as of December 31, 2014, EKS InTech GmbH, which was sold on May 31, 2014, and our aerospace subsidiaries, which were sold on March 31, 2014. The Others segment also included the personnel service provider ED Work GmbH & Co. KG until its deconsolidation on May 31, 2012. In addition, all of our essential non-operating expenses and income are also reported here. (10) EBIT of the Group is a non-IFRS measure. EBIT of the Group represents the combined EBIT of the Group for our four segments. While the amounts included in Group EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, which include corresponding figures for the fiscal years ended December 31, 2013 and December 31, 2012, and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, EBIT of the Group should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS.

140 (11) Total adjustments apply across the entire Group and comprise income/expenses from deconsolidations, income/expenses from initial consolidations, expenses from additional selling costs from M&A transactions, expenses from restructuring, income from the sale of real estate, expenses from the sale of real estate, expenses from impairment of real estate and amortization of step-ups due to purchase price allocation. See Adjustments in the table under “I. Selected Financial and Other Information—I. Selected Data from the Consolidated/Combined Statement of Comprehensive Income” for more information these adjustments. (12) Adjusted EBIT of the Group is a non-IFRS measure. Adjusted EBIT of the Group represents our EBIT of the Group less the total adjustments mentioned in footnote 11 above. See Adjustments in the table under “I. Selected Financial and Other Information— I. Selected Data from the Consolidated/Combined Statement of Comprehensive Income” for more information these adjustments. While the amounts included in Adjusted EBIT of the Group have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted EBIT of the Group should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (13) Adjusted EBIT margin of the Group is a non-IFRS measure. Adjusted EBIT margin of the Group represents the ratio of the Adjusted EBIT of the Group over sales revenues and changes in inventories. While the amounts included in Adjusted EBIT margin of the Group have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted EBIT margin of the Group should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS.

3. Investments The Group’s investments consist of capital expenditures. The following table sets forth a summary of the consolidated or combined capital expenditure broken down by type of expenditure derived from the unaudited condensed consolidated interim financial information of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as the audited consolidated financial information for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined financial information for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH, as well as the ratio of capital expenditures over revenues and changes in inventories:

For the nine-month period ended September 30, For the year ended December 31, 2015 2014 2014(1) 2013(1) 2012(2) (audited unless indicated (audited unless indicated otherwise, (in € thousand) (unaudited, consolidated) otherwise, consolidated) combined) Software and other intangible assets ...... 4,228 5,785 7,728 6,401 2,884 Land and buildings ...... 2,366 1,150 1,663 1,453 1,383 Technical equipment and machinery ...... 3,745 3,011 5,767 4,956 3,473 Other equipment, operating and office equipment ...... 7,734 6,192 9,353 9,083 7,411 Advance payments and construction in progress ...... 2,702 1,120 757 359 1,098 Total Capital expenditures (unaudited) ...... 20,775 17,258 25,268 22,252 16,249 Capital expenditures as percentage of sales revenues and changes in inventories (unaudited) (%)(3) ..... 3.9% 3.4% 3.7% 3.5% 3.9%

141 (2) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (3) Capital expenditures as percentage of sales revenues and changes in inventories is a non-IFRS measure. Capital expenditures as percentage of sales revenues and changes in inventories represents the ratio of our capital expenditures over sales revenues and changes in inventories. While the amounts included in capital expenditures as percentage of sales revenues and changes in inventories have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, capital expenditures as percentage of sales revenues and changes in inventories should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS.

4. Number of employees The following table shows our average number of employees over a given period, broken down by contractual relationship and segment derived from the unaudited condensed consolidated interim financial information of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated financial information for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined financial information for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH:

For the nine-month period ended September 30, For the year ended December 31, 2015 2014 2014(1)(2) 2013(2) 2012(3) (unaudited, (audited, (audited, (average number of employees over period) consolidated) consolidated) combined) Breakdown according to contractual relationships(4) Salaried employees ...... 7,216 6,956 6,978 6,569 4,259 Apprentices ...... 498 494 506 442 298 Total ...... 7,714 7,450 7,484 7,011 4,557 Breakdown into segments(4) Vehicle Engineering ...... 4,764 4,854 4,806 4,645 2,644 Production Solutions ...... 1,291 1,082 1,120 873 732 Electrics/Electronics ...... 1,659 1,224 1,292 1,043 354 Core Employees(5) (unaudited) ...... 7,714 7,160 7,218 6,561 3,730 Others(6) ...... — 290 266 450 827 Total ...... 7,714 7,450 7,484 7,011 4,557

(1) Adjusted for the several divestitures undertaken in the fiscal year 2014, the number of new hires, including trainees, as of December 31, 2014 would have been approximately 600 employees, which represents an increase of approximately 8% compared to the fiscal year ended December 31, 2013. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (4) Employees from discontinued operations are not shown. (5) Core Employees represents our employees in our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our employees in the Others segment. (6) The Others segment includes Haus Kurfu¨ rst GmbH, which provides hotel and restaurant services for EDAG customers and employees, as well as a small batch production of chassis modules at our location in Eisenach, which we deconsolidated as of December 31, 2014, EKS InTech GmbH, which was sold on May 31, 2014, and our aerospace subsidiaries, which were sold on March 31, 2014. The Others segment also included the personnel service provider ED Work GmbH & Co. KG until its deconsolidation on May 31, 2012. In addition, all of our essential non-operating expenses and income are also reported here.

142 5. Trade working capital The following table sets forth a summary of our trade working capital derived from the unaudited condensed consolidated interim financial information of EDAG Engineering Schweiz Sub-Holding AG as of September 30, 2015 as well as from the audited consolidated financial information as of December 31, 2014 and December 31, 2013 and the audited combined financial information as of December 31, 2012 of EDAG Engineering GmbH and from EDAG Engineering Schweiz Sub-Holding AG’s internal accounting system:

As of As of September 30, As of December 31, January 1, 2015 2014(1) 2013(1) 2013(2) (unaudited, (audited, (audited, (in € thousand) consolidated) consolidated) combined) Inventories ...... 1,606 6,884 18,190 3,397 Current trade receivables due from third parties ...... 85,165 134,844 112,875 80,029 Current trade receivables due from affiliated companies (unaudited) ...... 3,459 1,987 3,420 3,183(4) Current receivables due from related parties (unaudited) ...... — 4 4 323(4) Future receivables from construction contracts ...... 139,332 50,373 37,732 29,150 Current trade receivables (unaudited) ... 227,956 187,208 154,031 112,685(5) Current trade payables due to third parties ...... 15,343 18,421 18,864 21,748 Current trade payables due to affiliated companies ...... 220 246 973 999 Current payables due to related parties . . — 6 136 25 Future payables from construction contracts with a negative balance ..... 8,069 12,349 6,130 5,568 Advance payments received on construction contracts with a negative balance ...... 28,030 49,269 32,449 22,007 Current trade payables ...... 51,662 80,291 58,552 50,347 Trade working capital (unaudited) (3) .... 177,900 113,801 113,669 65,735(5)

(1) Data as of December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group. Furthermore, our aerospace business, which was formerly part of the Rücker Group, was included in our audited combined financial information as of December 31, 2012. As of December 31, 2013, our aerospace business was classified as a “disposal group” under IFRS 5, and it was disposed of on March 31, 2014. (2) Data as of January 1, 2013 on a combined basis and comprising the business of the Rücker Group. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (3) Trade working capital is a non-IFRS measure. Trade working capital represents the sum of inventories and current trade receivables less current trade payables. While trade working capital has been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 and additionally from the internal accounting system, as applicable, such measures are not financial measures calculated in accordance with IFRS. Accordingly, trade working capital should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined financial statements, which are prepared in accordance with IFRS. (4) Data as of December 31, 2012. (5) Includes data as of December 31, 2012 and as of January 1, 2013.

143 6. Cash Conversion The following table sets forth our adjusted cash flow (“Adjusted Cash Flow”) and adjusted cash conversion (“Adjusted Cash Conversion”) derived from the unaudited condensed consolidated interim financial information of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated financial information for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined financial information for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH and from EDAG Engineering Schweiz Sub-Holding AG’s internal accounting system. Adjusted Cash Flow and Adjusted Cash Conversion are performance indicators used by our management to assess our operating cash generation performance.

For the nine-month period ended September 30, For the year ended December 31, 2015 2014 2014(1) 2013(1) 2012(2) (unaudited, (in € million) (unaudited, consolidated) (unaudited, consolidated) combined) Adjusted Cash Flow(3,4) ...... 47 41 51 44 27 Adjusted Cash Conversion (%)(3,5) ...... 69% 70% 67% 66% 62%

(1) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (2) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (3) Adjusted Cash Flow and Adjusted Cash Conversion are non-IFRS measures. While the amounts included in Adjusted Cash Flow and Adjusted Cash Conversion have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measures are not financial measures calculated in accordance with IFRS. Accordingly, Adjusted Cash Flow and Adjusted Cash Conversion should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (4) Adjusted Cash Flow is defined as Adjusted EBITDA less capital expenditures. Adjusted EBITDA is defined as Adjusted EBIT plus depreciation and amortization less effects of the amortization of step-ups due to purchase price allocations. (5) Adjusted Cash Conversion is defined as Adjusted EBITDA less capital expenditures divided by Adjusted EBITDA.

144 J. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read together with the additional information contained elsewhere in this prospectus, in particular in the sections on “A. Risk Factors”, “L. Business” and “I. Selected Consolidated Financial Information”, as well as in the audited opening statement of financial position as of November 2, 2015 of the Company and the audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 of EDAG Engineering GmbH and the unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG and related notes included elsewhere in this prospectus. The Company was incorporated on November 2, 2015. Since the Company, as of the date of this prospectus, has not conducted any business, acquired any assets or incurred any liabilities other than as directly related to its incorporation and the Offering, we do not present any financial information of the Company in this prospectus except for its audited opening statement of financial position as of November 2, 2015. The financial information contained in this section is taken or derived from (i) the audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, which includes corresponding figures for the fiscal years ended December 31, 2013 and December 31, 2012, of EDAG Engineering GmbH and (ii) the unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG with the corresponding unaudited interim financial information for the nine-month period ended September 30, 2014 on the level of EDAG Engineering GmbH. On September 14, 2015 EDAG Engineering Schweiz Sub-Holding AG was incorporated by contribution in kind of all outstanding shares in EDAG Engineering Holding GmbH, the German intermediate holding company which holds all of the shares in EDAG Engineering GmbH. Concurrently with the determination of the Offer Price, the Selling Shareholder will contribute all shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of the Contribution. Following the Contribution, the Company will therefore directly hold all shares in EDAG Engineering Schweiz Sub-Holding AG and will indirectly hold, through EDAG Engineering Schweiz Sub-Holding AG and EDAG Engineering Holding GmbH, all shares in EDAG Engineering GmbH. The Group’s business is conducted by EDAG Engineering GmbH, which will be an indirect subsidiary of the Company upon consummation of the Contribution, and its direct and indirect subsidiaries. Unless otherwise indicated, all historical consolidated/combined financial information included in this prospectus is either of EDAG Engineering Schweiz Sub-Holding AG or EDAG Engineering GmbH. The audited opening statement of financial position as of November 2, 2015 of the Company and the audited consolidated financial statements have been prepared in accordance with IFRS and the unaudited condensed consolidated interim financial statements have been prepared in accordance with IFRS on interim financial reporting (IAS 34). Our historical results are not necessarily indicative of the results that should be expected in the future and our interim results are not necessarily indicative of the results that should be expected for the full year of the period. PwC-CH, has audited the opening statement of financial position of the Company as of November 2, 2015 and issued an unqualified auditor’s report thereon. PwC Germany has audited the consolidated financial statements of EDAG Engineering GmbH as of and for the fiscal year ended December 31, 2014, which includes the corresponding figures for the fiscal year ended December 31, 2013, the opening statement of financial position as of January 1, 2013 and, on a combined basis, the corresponding figures as of and for the fiscal year ended December 31, 2012 and issued an unqualified auditor’s report (uneingeschränkter Bestätigungsvermerk) on these consolidated financial statements as of December 31, 2014. The aforementioned audited opening statement of financial position and audited consolidated financial statements and the auditor’s reports thereon are included in the financial section of this prospectus.

145 Where financial data in the following tables is labeled “audited”, this means that it has been taken from the audited opening statement of financial position as of November 2, 2015 of the Company or the audited consolidated financial statements of EDAG Engineering GmbH. The label “unaudited” is used in the following tables to indicate financial data that has not been taken from the audited opening statement of financial position as of November 2, 2015 of the Company or the audited consolidated financial statement of EDAG Engineering GmbH but rather was taken from the unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG or from the internal accounting system of EDAG Engineering Schweiz Sub-Holding AG, or has been calculated based on financial data from the above-mentioned sources. Certain financial data (including percentages) in the following tables have been rounded according to established commercial standards, whereas aggregate amounts (sum totals, sub-totals, differences or amounts put in relation) are calculated based on the underlying unrounded amounts. As a result, the aggregate amounts in the following tables may not correspond in all cases to the rounded amounts contained in the tables. Furthermore, in those tables, these rounded figures may not add up exactly to the totals contained in those tables. denotes the negative of such (”מ“) Financial information which is preceded by a minus sign number presented. In respect of financial data set out in the following tables, a dash (“-”) signifies that the relevant figure is not available, while a zero (“0”) signifies that the relevant figure is available but has been rounded to or equals zero. Some of the statements contained below relate to future revenue, costs, capital expenditures, acquisitions and financial condition and include forward-looking statements. Because such statements involve inherent uncertainties, actual results may differ materially from the results expressed in or implied by such forward-looking statements. A discussion of such uncertainties can be found in “B. General Information—III. Forwardlooking Statements”. We have a complex financial history, which may limit the comparability of the financial information contained in this prospectus. See “—III. Comparability of our results of operations as a result of the complex financial history of the Group”.

I. OVERVIEW We are one of the world’s largest ESPs in the automotive industry in terms of revenues and headcount (source: A.T. Kearney Report). Independence in this context means that no OEM or supplier holds any majority or significant minority shareholding in an ESP. We specialize in the development of automotive components and modules, derivative car models (“derivatives”), including, in individual cases, entire cars, as well as production facilities. We have strong and long-standing relationships with all major German OEMs in the passenger car and commercial vehicle industries with particular focus on German premium OEMs. Furthermore, we have successfully developed other reputable automotive OEMs as customers in markets outside Germany, particularly in Europe. To complement our activities, we also work for systems suppliers in the automotive industry. In order to meet our customers’ demands we follow their international footprint and offer our services globally. Through our global network of 57 locations, located in close proximity to our customers at important automotive hubs, we ensure that the expertise of the entire Group is available to our customers on a local basis. Particularly in Germany, we have a dense network of facilities in the vicinity of our key customers. While we have generated 78% of our revenues and on average employed approximately 77% of our total workforce in the fiscal year ended December 31, 2014 in Germany, our international footprint is set up strategically and quality-driven. Our facilities in low-cost countries mainly carry out intercompany contracts and enable us to offer best-cost services, while other international facilities, for instance in China, provide our complete portfolio of high-end solutions to German OEMs and local automotive manufacturers that are engaged in joint ventures with German and other Western OEMs.

146 We offer complete vehicle competence across the entire product value chain and vehicle life cycle. Our comprehensive portfolio of services ranges from design to product development, modelling, gauge construction, building of prototypes and testing to the development of turnkey production systems. We believe that we deliver particular value to our customers given our complementary production solutions business, which enables us to assist our customers not only in the development but also the subsequent production of vehicles. Due to our complete vehicle competence, we believe we have become a premium ESP in the automotive industry and are able to benefit from our relationships across different products and divisions of our customers. Our special know-how is the guidance and support of customers from the initial idea to the finished prototype and ultimately through production. These complete vehicle development capabilities form part of our business strategy and are key to our success. On demand from our customers, we are present throughout the entire life cycle of a product and accompany our customers from research and advanced development, to concept and design to series development and finally supervision of series production. In addition to vehicle engineering services, we carry out many complimentary tasks along the development chain such as project management, quality management, supply chain management or the documentation of entire projects. Furthermore, our “production-optimized solutions” are developed to ensure the feasibility of the production process for particular products and designs. Feynsinn, our consultancy service, provides all-round customer support from the concept phase to the implementation process and offers advice on processes, methods and tools to optimize development and production sequences. Feynsinn also provides implementation services and training. In meeting customer demand, we put a particular emphasis on current key trends and technologies in the automotive industry such as innovation for CO2 reduction, lightweight design, e-mobility and car IT (source: Lünendonk analysis 2014). In order to meet our customers’ expectations and to contribute to automotive development, we constantly adapt our portfolio of services to changing customer needs and varying market conditions. Our subsidiary BFFT, for example, has specialized technical knowledge in the field of electrical and electronic development, which is key for the development of applications such as driver assistance and safety systems, in- car entertainment and car connectivity. BFFT also provides support for our customers in the fields of hardware and software development and alternative drive technologies. In addition, we maintain a number of electronics laboratories and testing facilities, most importantly our accredited testing center in Fulda. While the high level of expertise and years of experience of our engineers enable us, as we believe, to deliver premium services in each individual area of the services we offer, we additionally founded our Competence Centers “Lightweight Construction”, “E-Mobility”, “Car-IT” and “New Production Technology”. These Competence Centers concentrate the combined special knowledge of our experts in different fields and help further develop and retain such special knowledge. With an average workforce of 7,714 employees (including trainees but excluding employees from discontinued operations) in the nine-month period ended September 30, 2015 (nine-month period ended September 30, 2014: 7,450), we believe we have reached a scale that allows us to continue to succeed and grow as a sought-after ESP for German OEMs. In particular, we believe our ability to handle large-scale projects and to offer the delivery of projects in the form of work packages instead of employee leasing arrangements, a service which an increasing number of our customers requests, gives us a competitive advantage, while our scale also offers us the flexibility and resources to handle large and complex projects. The Group’s operations are divided into three segments: Vehicle Engineering, Electrics/ Electronics and Production Solutions. In the nine-month period ended September 30, 2015, we recorded sales revenues and changes in inventories of €534.0 million (in the nine-month period

147 ended September 30, 2014: €506.3 million) and Adjusted EBIT of €54.8 million (in the nine- month period ended September 30, 2014: €44.9 million). In the fiscal year ended December 31, 2014, we recorded sales revenues and changes in inventories of €689.7 million (in the fiscal year ended December 31, 2013: €632.4 million, in the fiscal year ended December 31, 2012: €415.2 million) and Adjusted EBIT of €57.9 million (in the fiscal year ended December 31, 2013: €49.7 million, in the fiscal year ended December 31, 2012: €32.0 million).

II. FACTORS AFFECTING RESULTS OF OPERATIONS Set forth below are certain key factors that have affected our results of operations in the nine-month periods ended September 30, 2015 and September 30, 2014 and in the fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012, and that may impact our results of operations in the future.

1. R&D spending and outsourcing trends in the automotive industry The growth of our business is directly driven by the R&D needs of automotive OEMs and the budget they allocate to R&D activities. There have been several trends in the automotive industry driving the need for expanded R&D activities. Increasing environmental awareness has led to more stringent emissions and fuel efficiency regulation, as well as higher consumer demand for environmentally sound cars. Compliance with these heightened standards requires higher R&D spending for technologies such as powertrains, electric mobility, lightweight construction and the integration of electronic components. Vehicle electrification, including increased reliance on software and the demand for integration of electronic components, has been another driving force for automotive R&D spending. Furthermore, there has been a trend towards a wider offering of vehicle models and derivatives by automotive OEMs. This, coupled with demand for the integration of the latest automotive technologies, has led to shortened development cycles in the automotive industry, which in turn has required additional engineering services capacity (source: A.T. Kearney Report). Automotive OEMs determine their budgets on the basis of these trends as well as the long-term market outlook and allocate additional funding for R&D accordingly. As automotive technology becomes more complex, there is an increased need for specialist engineering services to conduct these R&D activities. Over the last 30 years, there has been a structural shift in the automotive industry, with OEMs focusing increasingly on their core competencies while outsourcing significant parts of the production cycle to component suppliers (source: berylls/VDA study, March 2015). With the increasing need for more intensive, complex R&D, this trend has carried over to the outsourcing of engineering services as well. As it becomes more complex and costly to comply with environmental and safety regulations and to meet consumer demands for more advanced technologies, OEMs have become more dependent on outsourcing engineering functions to third-party specialists, rather than maintaining costly, permanent in-house capacities. The flexible cost structure that outsourcing offers to OEMs allows them to react quickly to trends without being exposed to headcount constraints or over-capacity in their own R&D departments. Germany presents a particularly strong market for outsourced engineering services, given the presence of leading premium automotive OEMs. Furthermore, we believe that German automotive OEMs typically spend more on R&D per unit than automotive OEMs in any other country. Thus, as a result of increased sales volumes in the automotive market, the volume of engineering services externally awarded by the automotive OEMs has increased at a CAGR of 6.1% between 2010 and 2014 (source: A.T. Kearney Report). These trends have in turn increased the demand for our services and allowed us to expand in recent years. The structure of the outsourcing market is also expected to be impacted by regulation relating to employee leasing arrangements and work contracts. The German government is currently considering implementing stricter laws relating to employee leasing arrangements, which would

148 favor large-scale work contracts. Such contracts already represent the vast majority of our outsourcing arrangements, and we expect that these developments will further increase the use of work contracts by our customers. Based on these trends, the global automotive ESP market is expected to grow at a CAGR of 6.7% from 2014 to 2020 to reach a total size of €22.6 billion by 2020 (source: A.T. Kearney Report). Over the last several years, growing R&D spending and favorable outsourcing trends in the automotive industry have contributed significantly to our own growth and we expect any significant change in the R&D budgets of our customers and any related increase or decrease in their outsourcing of engineering services to continue to affect our sales revenues and costs of operations going forward.

2. General economic conditions and developments in the global automotive market Our customers are large, international OEMs in the automotive industry, in particular major German OEMs in the passenger car and commercial vehicle industries. However, demand for our services, and thus our performance, is not directly linked to the sales performance of OEMs, but rather to automotive OEMs’ R&D spending. In contrast, automotive OEMs’ R&D budgets are dependent on developments in the global automotive market, such as automotive sales and production volumes, and thus these trends have an indirect impact on us. Automotive sales and production volumes depend on customer demand, which in turn is influenced by a confluence of macroeconomic and individual factors, including the economic environment, employment, interest rates (and overall monetary and fiscal policy), fuel prices, government initiatives (especially vehicle purchase incentives), consumer confidence, changing demographics (growing population, increase of median age and urbanization), levels of disposable income and the availability of consumer financing. In 2014, we benefited from overall stable general economic conditions. As in the previous year, the world economy grew by 3.3% in 2014. In China, GDP increased by 7.4%. While the Japanese economy stagnated, India and the United States of America recorded particularly strong growth rates of 5.8% and 2.4%, respectively. The Eurozone’s growth rate in 2014 was 0.8%, following negative growth of -0.5% in 2013 (source: IMF World Economic Outlook January 2015). The German economy grew by 1.5% in 2014, significantly more than in 2013, when growth was only 0.2% (source: IMF World Economic Outlook January 2015). Economic circumstances during the time of the global financial crisis resulted in decreased consumer demand, which led automotive OEMs to delay the development of certain car models and reduce their R&D budgets. This in turn resulted in lower outsourcing spending for engineering services. However, beginning in 2010, the recovery of the automotive sector has created increased demand for our services and has allowed us to rapidly expand our service offering and geographical scope.

3. Employees Our success and reputation as a leading vehicle engineering service provider in the automotive sector is dependent on the skills and capabilities of our employees. Because of our extensive service portfolio, our personnel must fulfill a variety of functions and job profiles. We believe that hiring, training and retaining skilled and highly-motivated employees is key to our ability to provide an attractive service offering to our customers, and thus our ability to generate sales revenue. Furthermore, personnel expenses are our primary cost, amounting to €417.3 million in the fiscal year ended December 31, 2014. Greater employee numbers cause our personnel costs to increase, but also provide us with a greater ability to generate revenues. In addition, material costs increase to the extent that further projects are taken on requiring additional materials, and certain costs included in other expenses increase as a result of having more employees, such as rents and leases, travel expenses, general administrative expenses, miscellaneous ancillary personnel expenses and personnel training and development expenses. A shortage of qualified personnel could force us to take less orders from our customers, which could expose us to

149 additional costs as we may need to pay higher salaries if we had to hire freelancers or subcontractors to balance a shortage of personnel, and which might leave us at short notice. Given the importance of our employees to our business, employee numbers are one of our key and other performance indicators, which management uses to assess our growth and revenue- generating capacity. In order to ensure that our employees are able to provide the high-quality services we offer to our customers, we also invest significantly in employee training and education. We invest in staff development measures, including technical training carried out by both internal and external trainers, as well as communication, leadership and project management training. As in previous years, EDAG Engineering GmbH was awarded the “Top Automotive Employer 2014” prize awarded by the Top Employers Institute for its excellence as an employer. The company took first place in the disciplines of “development opportunities” and “corporate culture”, which we believe reflects our focus on training and staff development. Our employee headcount (as measured as of a single date) has been growing steadily in recent years. As of September 30, 2015, we employed a total of 8,063 employees, as compared to 7,401 as of December 31, 2014, 7,306 as of December 31, 2013 and approximately 6,100 as of December 31, 2012, including trainees but excluding employees from discontinued operations in each period. This growth has coincided with a growth in sales revenues, personnel costs, and other expenses. As of December 31, 2014, of our 7,401 employees, approximately 500 were trainees and work- study students, approximately 5,700 were based in Germany and approximately 1,700 were based outside of Germany. Personnel expenses include wages and salaries, social security contributions, expenses on retirement pension plans and support and wage-related and salary-related taxes. Personnel expenses increased by €18.2 million from €314.1 million in the nine-month period ended September 30, 2014 to €332.3 million in the nine-month period ended September 30, 2015, which was mainly attributable to the increase in employees. Personnel expenses increased by €31.1 million from €386.2 million in the fiscal year ended December 31, 2013 to €417.3 million in the fiscal year ended December 31, 2014, although this increase in personnel expenses was more than offset by the higher revenues and changes in inventories that a greater number of employees permitted us to generate. Personnel expenses increased by €140.6 million, or 57.2%, from €245.7 million in the fiscal year ended December 31, 2012 to €386.2 million in the fiscal year ended December 31, 2013, which was mainly attributable to the full inclusion of the Rücker Group and the BFFT Group in the fiscal year ended December 31, 2013. Systematic and target-oriented recruiting is aimed at both young and experienced professionals. To counteract demographic changes, we increased our recruitment activities for lateral hires and also hired more new employees directly from universities and other institutions of higher education in 2014. In 2014, we also launched our social media presence with the intent to further attract potential new employees. We intend to continue recruitment activities, focusing primarily on markets that are growing more quickly than our home market of Germany. Other personnel related cost not included in the line item “personnel expenses” include, inter alia, costs for company entertainment, professional clothing, cafeterias, meal subsidies, medical care, recruitment, relocation and traineeships, which were included in “other expenses”.

4. International expansion In recent years, we have expanded our operations outside of Germany, establishing operations in numerous new markets in order to serve our automotive OEM customers locally and directly. In particular, we have strived to establish a presence in proximity to the international development and production centers of the major German automotive OEMs, who account for the majority of our business. While more than 60% of our total new personnel were hired in Germany in 2014, our new personnel hires in Asia, the rest of Europe (excluding Germany) and the Americas increased more rapidly, which led to a larger rate of growth in those employee bases.

150 The following table shows our average number of employees, broken down by location based on the unaudited condensed consolidated interim financial information for the nine-month periods ended September 30, 2015 and September 30, 2014, the audited consolidated financial information for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined financial information for the fiscal year ended December 31, 2012:

For the nine-month period ended September 30, For the year ended December 31, 2015 2014 2014(1)(2) 2013(2) 2012(3) (average number of employees over period) (unaudited, consolidated) (audited, consolidated) (audited, combined) Breakdown by location(4) Germany ...... 5,947 5,748 5,782 5,490 3,807 Rest of Europe ...... 956 938 941 876 322 North America ...... 74 130 131 96 113 South America ...... 347 311 301 268 143 Asia ...... 390 323 329 281 172 Africa ...... — — — — — Total ...... 7,714 7,450 7,484 7,011 4,557

(1) Adjusted for the several divestitures undertaken in the fiscal year 2014, the number of new hires, including trainees, for the year ended December 31, 2014 would have been approximately 600 employees, which represents an increase of approximately 8% compared to the fiscal year ended December 31, 2013. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (4) Employees from discontinued operations are not shown. For the nine-month periods ended September 30, 2015 and September 30, 2014, our average number of employees located outside of Germany comprised approximately 23% of our average total employees, approximately 23% for the fiscal year ended December 31, 2014, approximately 22% for the fiscal year ended December 31, 2013 and approximately 17% for the fiscal year ended December 31, 2012. We believe our international expansion efforts have yielded important efficiency gains. Although it is costly to establish testing facilities, such as our testing center in Mexico, establishing engineering offices does not generally require significant capital expenditures. Meanwhile, our expansion outside of Germany has helped us to increase our competitiveness by expanding our skilled employee base across the world while retaining the ability to allocate work to different offices depending on capacity at any given time. This has also helped us to reduce our average hourly rates in work contracts by expanding into best-cost countries, where employing engineering staff is less costly. Our expansion, especially into Eastern Europe and Asia, has also helped us counteract the decrease in the number of engineers in Germany by attracting local engineers, which provides us with sales protection and increases in our skilled employee base and allows us to scale our service offering in a cost-efficient manner. We expect a growing proportion of our sales revenues going forward to be generated outside of our main market Germany. Furthermore, our ability to service clients locally at their production sites and R&D facilities throughout the world is a key component of our service offering. We believe this will continue to be a key aspect for German and non-German OEMs with operations around the world and could therefore contribute positively to our revenue growth.

151 5. Impact of public holidays During the first half of the fiscal year, there are numerous public holidays in Germany and the rest of Europe, and therefore there are fewer working days. In the fiscal year ended December 31, 2014, approximately 77% of our employees were based in Germany and 78% of our sales revenues were generated in Germany. As a result of the concentration of our operations in Germany, the lower number of workdays during the first half of a fiscal year results in fewer billable days for our employees dispatched to customers on a temporary basis. Furthermore, because there are fewer workdays in the first half of a fiscal year, projects generally do not progress during this time at the same rate as in the second half of a fiscal year. Consequently, project completion is lower and we are not paid as frequently for work done under contracts for specified projects. As a result of the foregoing, our sales revenues during the first half of a fiscal year are generally lower than in the second half of a fiscal year, and our sales revenues from the first half of the fiscal year are generally lower than those in the second half.

6. Acquisitions and divestments We have a track record of successfully executing acquisitions in recent years. In the fiscal year ended December 31, 2014, acquisitions led to a cost synergy build-up of approximately €5 million. These acquisitions have increased our overall revenue and asset base, while we also incurred higher costs immediately following the acquisition. As a result of acquiring other businesses, our income-generating potential is increased, which leads to greater revenues, as well as greater personnel costs associated with staffing in the acquired businesses. Furthermore, in order to finance acquisitions, we generally take on additional debt, which increases our financing expenses, as well as our non-current liabilities on our statement of financial position. This has corresponding effects on our statement of cash flow, causing a cash outflow for investing and financing purposes in order to fund the acquisition, and increasing cash inflow from operating activities as a result of the additional income generation from the acquired business. The consummation of acquisitions and divestments also affects the comparability of our results of operations year-on-year, as acquired entities and assets are consolidated in the consolidated financial statements in a given year, which magnifies the revenues and costs attributable to the Group as a whole for that year. See also “—III. Comparability of our results of operations as a result of the complex financial history of the Group”. a. Acquisitions On September 24, 2012, we acquired 58.86% of the shares in Rücker AG, Wiesbaden which resulted in acquisition costs of €78.9 million. This involved an actual cash outflow of €66.4 million in the fiscal year ended December 31, 2012. The remaining shares of Rücker AG, Wiesbaden were acquired in a squeeze-out in 2012 and 2013, pursuant to which the derecognized minority interest was offset against equity with no effect on profit or loss. As a result of the consolidation of Rücker AG, Wiesbaden in the consolidated Group financial statements, our sales revenues increased by €48.3 million in the fiscal year ended December 31, 2012.

On January 18, 2013, the acquisition costs of the merger of BFFT Gesellschaft für Fahrzeugtechnik mbH amounted to €49.8 million. We also incurred €0.5 million in incidental acquisition costs in the fiscal year ended December 31, 2013, which were recorded as expenses in our operating result. This involved an actual cash outflow of €48.5 million in the fiscal year ended December 31, 2013. As a result of the company merger, our sales revenues increased by €50.2 million in the fiscal year ended December 31, 2013.

In 2014, EDAG Engineering GmbH was merged with EDAG GmbH & Co. KGaA as part of a mixed non-cash contribution agreement. This involved an actual cash outflow of €25.9 million in the fiscal year ended December 31, 2014. Accounting was carried out within the framework of a common control transaction. The assets, liabilities and provisions were continued at the carrying

152 values from the consolidated financial statement of the ultimate parent company. For ease of comparison and for reasons of transparency, the results, assets, liabilities and provisions were shown in the earliest period represented. In connection with the acquisition of the Rücker Group and the BFFT Group, the most significant influence of the purchase price allocation on the statement of financial position and comprehensive statement of income resulted from the fair value adjustment of the intangible assets. The related intangible assets include, in particular, existing customer relations, software licences and orders on hand. The deferred tax liabilities reported relate in particular to the re- evaluation of intangible assets. The remaining difference between the purchase price and the proportionate fair values was reported as goodwill. This consists primarily of non-separable values for the knowledge of the employees and benefits from the expected synergies with other companies. The planned period of amortization for the purchase price allocation of the acquisitions of the Rücker Group and the BFFT Group extends through 2047. The following table shows the book value of the purchase price remaining to be allocated, as well as the period over which it is planned to be allocated, as of December 31, 2014.

Amortization for the fiscal year ended Book value as of December 31, 2014(1) December 31, 2014(1) (€ thousand) (€ thousand)

ACQUISITION OF THE RÜCKER GROUP 21,277 3,002מ ...... Client list 2,009 216מ ...... Buildings on own land & rights 2,815 1,703מ ...... Software 1,092 397מ ...... Technical equipment

ACQUISITION OF THE BFFT GROUP — 32מ ...... Other intangible 9,698 1,616מ ...... Client list

(1) In future reporting periods, the respective carrying amount of the purchase price allocation may be subject to impairment tests according to IAS 36. As a consequence, these figures may be decreased by impairment charges which are to be expensed when incurred. In addition, these figures do not include any potential foreign exchange effects. The assets, liabilities and provisions acquired have been recognized at fair value in the purchase price allocation, in accordance with IFRS 3. Furthermore, EDAG Production Solutions RU OOO (Obschtschestwo s ogranitschennoi otwetstwennostju), Russia, was included in the group of consolidated companies for the first time in the fiscal year ended December 31, 2014. This resulted in a positive difference in the amount of €30 thousand, which was recognized through profit or loss in the fiscal year ended December 31, 2014. With effect from April 30, 2015, the operative business of iSILOG GmbH, an IT company, was acquired and fully integrated into the Production Solutions segment, i.e., our subsidiary EDAG Production Solutions GmbH & Co. KG acquired certain individual assets and took over certain employees necessary and useful for carrying on the business. The acquisition costs amounted to €1.4 million, while the actual cash outflow was €1.2 million for the nine-month period ended September 30, 2015. b. Disposals With effect from March 31, 2014, the EDAG Group disposed of shares in the following fully consolidated companies: Š Rücker Aerospace GmbH, Hamburg Š Silver Aerospace B.V., Haarlem, Netherlands

153 Š Rücker France SARL, Blagnac, France Š Rücker-Sier GIE, Blagnac, France In the fiscal year ended December 31, 2013, these four companies were classified as a disposal group in accordance with IFRS 5, during which time these subsidiaries’ results were included in our audited consolidated statement of comprehensive income for the fiscal year ended December 31, 2013 and their assets and liabilities were presented as a single line item in our audited consolidated statement of financial position as of December 31, 2013. With effect from March 31, 2014, the Group disposed of shares in these aerospace subsidiaries, after which time these subsidiaries ceased to be included in the consolidated group of entities for the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2014. The resulting deconsolidation profit amounted to €4.6 million in the fiscal year ended December 31, 2014. On May 31, 2014, the shares in EKS InTec GmbH, Weingarten were sold. The resulting deconsolidation profit amounted to €8.0 million in the fiscal year ended December 31, 2014. As a result of a strategic analysis of our various segments, we decided to dispose our ‘Werkzeug und Karosseriesysteme Eisenach” business division by way of a spin-off for absorption into EDAG Werkzeug + Karosserie GmbH (in accordance with §123 section 3 No. 1 UmwG) in the fiscal year ended December 31, 2014. In this context, FFT Produktionssysteme GmbH & Co. KG acquired 51% of the shares in the company in the fiscal year ended December 31, 2014, with the remaining 49% of the shares are accounted for using the at-equity method as of December 31, 2014. The deconsolidation profit resulting from the transitional consolidation amounted to €14.4 million in the fiscal year ended December 31, 2014. In addition, the two US subsidiaries EDAG Productions LLC and Star Design Inc., as well as EDAG S.A.R.L., France, were deconsolidated on completion of their liquidation in the fiscal year ended December 31, 2014 and results in a deconsolidation loss amounted to €0.5 million. On July 31, 2014, all the shares in Wolfgang Rücker Ges.mbH, Vienna were sold. The resulting deconsolidation loss amounted to €0.2 million in the fiscal year ended December 31, 2014. On December 1, 2012, Rosata Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Fulda- West KG was sold to FFT EDAG Produktionssysteme GmbH & Co. KG, Fulda. The deconsolidation profit amounted to €1.1 million in the fiscal year ended December 31, 2012. On June 4, 2012, 100% of the shares in WMU GmbH & Co. KG, along with its subsidiary Namibian Press and Tools International Prop. Ltd., were sold to Sungwoo Hitech Co. Ltd. The deconsolidation loss amounted to €0.3 million in the fiscal year ended December 31, 2012. With economic effect as of January 1, 2012, our shareholding of the limited partner’s shares in ED Work GmbH & Co. KG amounting to 67% was sold to Kempfer & Kolakovic Personal Management GmbH. The deconsolidation profit amounted to €3.7 million in the fiscal year ended December 31, 2012. On February 29, 2012, 100% of the shares in EDAG Engineering + Design de Mexico SA de CV, were sold. The deconsolidation loss amounted to €0.5 million in the fiscal year ended December 31, 2012. In this context and on the same date, the assets, liabilities and provisions of the independent “Armouring” division of EDAG GmbH & Co. KGaA (now EDAG Engineering GmbH) were also sold. The deconsolidation effect resulting from these disposals is reflected in our statements of comprehensive income under other income (except the deconsolidation effects for WMU GmbH & Co. KG, along with its subsidiary Namibian Press and Tools International Prop. Ltd., and EDAG Engineering + Design de Mexico SA de CV, which were reflected under discontinued operations), which is subtracted as one of the adjustments to derive Adjusted EBIT from EBIT. We record the sales revenues and costs of subsidiaries until the loss of our control over them is effected.

154 See “J. Management’s Discussion and Analysis of Financial Condition and Results of Operations—III. Comparability of our results of operations as a result of the complex financial history of the Group”.

III. COMPARABILITY OF OUR RESULTS OF OPERATIONS AS A RESULT OF THE COMPLEX FINANCIAL HISTORY OF THE GROUP We have a complex financial history, which may limit the comparability of the financial statements contained in this prospectus. The Company was incorporated by the Selling Shareholder on November 2, 2015 by way of a capital contribution in cash in the aggregate amount of CHF 1,000 thousand against issuance of 25,000 thousand bearer shares with a nominal value of CHF 0.04 each. Since its incorporation, the Company has not conducted any business, acquired any assets or incurred any liabilities other than as directly related to its incorporation and the Offering. Concurrently with the determination of the Offer Price, the Selling Shareholder will contribute all of the shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of the Contribution. EDAG Engineering Schweiz Sub-Holding AG was incorporated on September 14, 2015 which, indirectly through EDAG Engineering Holding GmbH, a German intermediate holding company, holds all of the shares in EDAG Engineering GmbH. EDAG Engineering GmbH conducts, directly and indirectly, through its subsidiaries the operating business described in this prospectus. By means of the Contribution, the Company will, thus, acquire this business. As a result, the historical financial information included in this prospectus for the fiscal years ended December 31, 2012, 2013 and 2014 is that of EDAG Engineering GmbH, which conducts directly and indirectly through its subsidiaries the operative business of EDAG. As of and for the nine-month period ended September 30, 2015, we present the financial information based on the unaudited consolidated interim financial information of EDAG Engineering Schweiz Sub- Holding AG, which will, upon completion of the Contribution, be the direct subsidiary of the Company. EDAG Engineering Schweiz Sub-Holding AG indirectly holds all shares in EDAG Engineering GmbH through EDAG Engineering Holding GmbH. Between September 14, 2015, the incorporation date of EDAG Engineering Schweiz Sub-Holding AG, and September 30, 2015, EDAG Engineering GmbH and EDAG Engineering Holding GmbH have entered into certain transactions (in particular the assumption of a loan liability of EDAG Engineering GmbH in an amount of €107.3 million by EDAG Engineering Holding GmbH as of September 30, 2015), the effects of which would adversely affect the comparability between unaudited consolidated interim financial information for the nine-month period ended September 30, 2015 prepared on the level of EDAG Engineering GmbH and the audited combined and consolidated interim financial information included in this prospectus for the fiscal years ended December 31, 2012, 2013 and 2014 prepared on the level of EDAG Engineering GmbH. In order to provide investors with more comparable financial information for these periods, we present the unaudited consolidated interim financial information as of and for the nine-month period ended September 30, 2015 on the level of EDAG Engineering Schweiz Sub-Holding AG with the corresponding unaudited interim financial information for the nine-month period ended September 30, 2014 on the level of EDAG Engineering GmbH. EDAG Engineering GmbH was established on April 24, 2012 and purchased by the Selling Shareholder on July 24, 2012 for the acquisition of the Rücker Group. It acquired the Rücker Group with effect from October 1, 2012. In 2013, Rücker AG was merged into EDAG Engineering GmbH, and the non-controlling interests in Rücker AG were squeezed out. With effect from January 1, 2014, Rücker GmbH, a 100% subsidiary of the former Rücker AG, was merged into EDAG Engineering GmbH. In January 2013, BFFT Holding GmbH, a 100% subsidiary of EDAG Engineering GmbH, acquired the BFFT Group. With effect for accounting purposes from October 1, 2012, the Rücker Group was included in the combined group of entities for the purposes of our audited combined financial information for the fiscal year ended December 31, 2012. The Rücker Group was fully included in the audited

155 consolidated financial information for the fiscal year ended December 31, 2013 and from there onward. The BFFT Group was not included in the combined group of entities for the purposes of our audited combined financial information for the fiscal year ended December 31, 2012, as it was not acquired until January 2013. With effect for accounting purposes from January 1, 2013, the BFFT Group was fully included in the audited consolidated financial information for the fiscal year ended December 31, 2013 and from there onward. Furthermore, several of the Group’s aerospace subsidiaries, which were acquired as part of the Rücker Group and had been included in the group of combined entities with effect for accounting purposes from October 1, 2012 within the Others segment, these subsidiaries were classified as a disposal group in accordance with IFRS 5 for the fiscal year ended December 31, 2013. As a result, these subsidiaries’ results were included in the same way as other consolidated entities in our audited consolidated statement of comprehensive income for the fiscal year ended December 31, 2013 and their assets and liabilities were presented in a condensed form in a separate line item as “assets held for sale” and “liabilities held for sale” in our audited consolidated statement of financial position as of December 31, 2013. These subsidiaries’ results for the three-month period ended March 31, 2014 were included in our audited consolidated statement of comprehensive income for the fiscal year ended December 31, 2014. With effect from March 31, 2014, the Group disposed of its shares in these aerospace subsidiaries, after which time these subsidiaries ceased to be included in the consolidated group of entities for the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2014. As a result, these subsidiaries’ assets and liabilities were not included in the audited consolidated statement of financial position as of December 31, 2014. In addition, we sold EKS InTec GmbH on May 31, 2014, after which time this subsidiary ceased to be included in the consolidated group of entities for the purposes of the audited consolidated financial information for the fiscal year ended December 31, 2014. As a result of these acquisitions and disposals, the audited combined financial information as of and for the fiscal year ended December 31, 2012 only contains three months of data for the Rücker Group (October 1, 2012 to December 31, 2012) and includes no data for the BFFT Group. In contrast, the audited consolidated financial information as of and for the fiscal year ended December 31, 2013 includes data for the full year for both the Rücker Group and the BFFT Group and classifies the aerospace subsidiaries as a disposal group in accordance with IFRS 5. Furthermore, the audited consolidated financial information as of and for the fiscal year ended December 31, 2014 includes data for the full year for both the Rücker Group and the BFFT Group, but only includes three months of data for the aerospace subsidiaries (January 1, 2014 to March 31, 2014), and does not include them in the audited consolidated statement of financial position as of December 31, 2014. As a consequence, the comparability of the financial information for the fiscal years ended December 31, 2012, December 31, 2013 and December 31, 2014 are limited with respect to one another. In order to increase comparability, we have included additional information with regard to sales revenues and changes in inventories within the discussion comparing the fiscal year ended December 31, 2012 and the fiscal year ended December 31, 2013 (see “—VI. Results of Operations—3. Fiscal year ended December 31, 2012 compared to fiscal year ended December 31, 2013—a. Sales revenues and changes in inventories”) which annualizes the results of the Rücker Group for the fiscal year ended December 31, 2012 and removes the results of the BFFT Group from the results for the fiscal year ended December 31, 2013.

156 IV. DISCUSSION OF KEY PERFORMANCE INDICATORS Management uses several key and other performance indicators to assess our performance and growth and to inform our decisions regarding our strategy going forward. The key and other performance indicators used by management are as follows:

1. Revenue growth Management uses revenue growth to assess the implementation of our growth strategy. Revenue growth demonstrates the extent to which our expansions and additional hiring has been converted to increased revenue, and also provides management with a benchmark for revenue in coming periods. The following table shows the consolidated or combined sales revenues and changes in inventories broken down by segment as well as our Core Revenue, derived from the unaudited condensed consolidated interim statements of comprehensive income of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated statements of comprehensive income for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined statement of comprehensive income for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH, and the changes between the periods under review:

(1) Revenues for the various subsidiaries disposed of during the the nine-month period ended September 30, 2014 or year ended December 31, 2014, respectively, are included only for the periods prior to their respective disposals. See “—III. Comparability of our results of operations as a result of the complex financial history of the Group”foralistof our main acquisitions and disposals. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year.

157 (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (4) Consolidation for the three core segments is a non-IFRS measure. Consolidation for the three core segments represents the elimination of the sales revenues within the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions) and consists of the sum of “sales revenue with other segments” relating to the three core segments, and excludes “sales revenue with other segments” relating to the Others segment. (5) Core Revenue (including changes in inventories) is a non-IFRS measure. Core Revenue (including changes in inventories) represents our sales revenues with third parties and changes in inventories for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment, which contains many of our intra-Group eliminations. Our management uses Core Revenue (including changes in inventories) to assess our operating performance and as a measure of success of our business. (6) The Others segment represents revenues with third parties and includes Haus Kurfu¨ rst GmbH, which provides hotel and restaurant services for EDAG customers and employees, as well as a small batch production of chassis modules at our location in Eisenach, which we deconsolidated as of December 31, 2014, EKS InTech GmbH, which was sold on May 31, 2014, and our aerospace subsidiaries, which were sold on March 31, 2014. The Others segment also included the personnel service provider ED Work GmbH & Co. KG until its deconsolidation on May 31, 2012. In addition, all of our essential non-operating expenses and income are also reported here. Our sales revenues and changes in inventories increased by €27.7 million, or 5.5%, from €506.3 million in the nine-month period ended September 30, 2014 to €534.0 million in the nine-month period ended September 30, 2015. This increase was primarily due to an increase in customer demand for engineering services and our success in hiring additional employees to increase our capacities and meet this demand by servicing a greater number of projects. The increased customer demand, in turn, was largely due to positive trends in global economic development and the automotive industry which encouraged OEMs to award larger and more complex work packages to external engineering service providers. On a segment level, sales revenues and changes in inventories in our Vehicle Engineering segment increased by €26.8 million, or 8.6%, from €311.1 million in the nine-month period ended September 30, 2014 to €337.8 million in the nine-month period ended September 30, 2015. Besides the positive trends described above, this was mainly due to development of new customers for derivative car models and overall vehicle development and an increased involvement of our facilities in best- cost countries. Sales revenues and changes in inventories in our Production Solutions segment increased by €12.4 million, or 16.5%, from €74.7 million in the nine-month period ended September 30, 2014 to €87.1 million in the nine-month period ended September 30, 2015. Besides the positive trends described above, this was mainly due to hiring of newly qualified employees, which allowed us to address a higher number of projects. Sales revenues and changes in inventories in our Electrics/Electronics segment increased by €31.9 million, or 37.3%, from €85.6 million in the nine-month period ended September 30, 2014 to €117.5 million in the nine-month period ended September 30, 2015. Besides the positive trends described above, this was mainly due to a higher amount of workpackages as compared to employee leasing contracts in this segment. Our sales revenues and changes in inventories increased by €57.3 million, or 9.1%, from €632.4 million in the fiscal year ended December 31, 2013 to €689.7 million in the fiscal year ended December 31, 2014. This increase was primarily due to positive trends in global economic development and the automotive industry which encouraged OEMs to award larger and more complex work packages to external engineering service providers, as well as our hiring of additional engineers, which allowed us to service a greater number of projects. On a segment level, sales revenues and changes in inventories in our Vehicle Engineering segment increased by €25.8 million, or 6.6%, from €391.8 million in the fiscal year ended December 31, 2013 to €417.6 million in the fiscal year ended December 31, 2014. Besides the positive trends described above, this was mainly due to development of new customers for derivative and overall vehicle development and an increased involvement of our facilities in best-cost countries. Sales revenues and changes in inventories in our Production Solutions segment increased by €28.6 million, or 36.8%, from €77.8 million in the fiscal year ended December 31, 2013 to €106.4 million in the fiscal year ended December 31, 2014. Besides the positive trends described above, this was mainly due to hiring of newly qualified employees (apprentices/trainees), which allowed us to address a higher number of projects. Sales revenues and changes in inventories in our Electrics/

158 Electronic segment increased by €25.8 million, or 26.4%, from €98.0 million in the fiscal year ended December 31, 2013 to €123.8 million in the fiscal year ended December 31, 2014. Besides the positive trends described above, this was mainly due to an above average growth at strategic customer locations and knowledge transfer between domestic and foreign offices. Our sales revenues and changes in inventories increased by €217.2 million, or 52.3%, from €415.2 million in the fiscal year ended December 31, 2012 to €632.4 million in the fiscal year ended December 31, 2013. This increase was primarily due to the full inclusion of the Ru¨ cker Group and BFFT Group in the fiscal year ended December 31, 2013. On a segment level, sales revenues and changes in inventories in our Vehicle Engineering segment increased by €137.7 million, or 54.2%, from €254.1 million in the fiscal year ended December 31, 2012 to €391.8 million in the fiscal year ended December 31, 2013. This was mainly due to the full inclusion of the Ru¨ cker Group. Sales revenues and changes in inventories in our Production Solutions segment increased by €6.4 million, or 9.0%, from €71.4 million in the fiscal year ended December 31, 2012 to €77.8 million in the fiscal year ended December 31, 2013. Besides the positive trends described above, this was mainly due to developing our segment production solutions internationally by following our customers’ delocalization of production. Sales revenues and changes in inventories in our Electrics/Electronics segment increased by €60.4 million, or 160.8%, from €37.6 million in the fiscal year ended December 31, 2012 to €98.0 million in the fiscal year ended December 31, 2013. Besides the positive trends described above, this was mainly due to the full inclusion of the BFFT Group.

2. EBIT / Adjusted EBIT / Adjusted Core EBIT Management uses EBIT, Adjusted EBIT and Adjusted Core to assess the economic success of our business, with Adjusted EBIT being our central control parameter. Management believes that these metrics provide a view of our income that is more accurately indicative of our actual performance than other metrics. The following table shows the consolidated or combined EBIT, Adjusted EBIT and Adjusted EBIT margin as well as our Adjusted Core EBIT and Adjusted Core EBIT margin derived from the unaudited condensed consolidated interim statements of comprehensive income of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated statements of comprehensive income for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined statement of comprehensive income for the fiscal year ended December 31, 2012 for EDAG Engineering GmbH: For the nine-month period ended September 30, For the year ended December 31, 2015 2014 2014(1) 2013(1) 2012(2) (audited unless otherwise (audited unless otherwise indicated, (in € thousand) (unaudited, consolidated) indicated, consolidated) combined) EBIT(3) ...... 44,952 46,888 87,643 38,523 35,482 Adjusted EBIT(3) ...... 54,805 44,891 57,877 49,665 32,043 Adjusted EBIT margin (%)(4) (unaudited) ...... 10.3% 8.9% 8.4% 7.9% 7.7% Adjusted Core EBIT(5) (unaudited) ...... 55,076 42,616 53,185 42,984 29,566 Adjusted Core EBIT margin (%)(6) (unaudited) ...... 10.3% 9.1% 8.4% 7.7% 8.3%

(1) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (2) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013.

159 (3) EBIT and Adjusted EBIT are non-IFRS measures. EBIT represents earnings before interest and taxes and Adjusted EBIT represents EBIT adjusted for non-recurring items. While the amounts included in EBIT and Adjusted EBIT have been derived from our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 and our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, as applicable, such measures are not financial measures calculated in accordance with IFRS. Accordingly, EBIT and Adjusted EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our management uses EBIT and Adjusted EBIT to assess our operating performance and as a measure of economic success of our business. In addition, we believe that EBIT and Adjusted EBIT are measures commonly used by investors. EBIT and Adjusted EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated. (4) Adjusted EBIT margin is a non-IFRS measure. Adjusted EBIT margin represents the ratio of the Adjusted EBIT over the sales revenues and changes in inventories. While the amounts included in Adjusted EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (5) Adjusted Core EBIT is a non-IFRS measure. The first component of the Adjusted Core EBIT represents the sum of EBIT for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment. The second component is the purchase price allocation adjustments on a Group level which are added to the first component. These purchase price allocation adjustments relate only to the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions). No purchase price allocation adjustments relate to the Others segment. Our management uses Adjusted Core EBIT to assess our operating performance and as a measure of success of our business. While the amounts included in Adjusted Core EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (6) Adjusted Core EBIT margin is a non-IFRS measure. Adjusted Core EBIT margin represents the ratio of our Adjusted Core EBIT over our Core Revenue (including changes in inventories). While the amounts included in Adjusted Core EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our earnings before interest and taxes (EBIT) decreased by €1.9 million, or 4.1%, from €46.9 million in the nine-month period ended September 30, 2014 to €45.0 million in the nine-month period ended September 30, 2015. This decrease was partially due to the absence of income from deconsolidation for the nine-month period ended September 30, 2015, which had contributed €11.8 million to EBIT in the nine-month period ended September 30, 2014, as well as higher expenses for restructuring. Our Adjusted EBIT increased by €9.9 million, or 22.1%, from €44.9 million in the nine-month period ended September 30, 2014 to €54.8 million in the nine-month period ended September 30, 2015. Our Adjusted Core EBIT increased by €12.5 million, or 29.2%, from €42.6 million in the nine-month period ended September 30, 2014 to €55.1 million in the nine-month period ended September 30, 2015. Our Adjusted Core EBIT margin increased by 1.2 percentage points, from 9.1% in the nine-month period ended September 30, 2014 to 10.3% in the nine-month period ended September 30, 2015. These increases were primarily due to a fixed cost degression as a result of an increase in sales revenues and changes in inventories as well as higher margins in connection with customer projects and the realization of cost and revenue synergies from the Ru¨ cker Group integration. Our earnings before interest and taxes (EBIT) increased significantly, by €49.1 million, or 127.5%, from €38.5 million in the fiscal year ended December 31, 2013 to €87.6 million in the fiscal year ended December 31, 2014. Our Adjusted EBIT increased by €8.2 million, or 16.5%, from €49.7 million in the fiscal year ended December 31, 2013 to €57.9 million in the fiscal year ended December 31, 2014. Our Adjusted Core EBIT increased by €10.2 million, or 23.7%, from €43.0 million in the fiscal year ended December 31, 2013 to €53.2 million in the fiscal year ended December 31, 2014. Our Adjusted Core EBIT margin increased by 0.7 percentage points, from 7.7% in the fiscal year ended December 31, 2013 to 8.4% in the fiscal year ended December 31, 2014. This development was primarily driven by an increase in sales revenues and changes in

160 inventories of €57.3 million and the impact of the synergy effects of the integration of the Ru¨ cker Group and the BFFT Group, including administrative cost savings, greater market share and an increase in customer base. Our earnings before interest and taxes (EBIT) increased by €3.0 million, or 8.6%, from €35.5 million in the fiscal year ended December 31, 2012 to €38.5 million in the fiscal year ended December 31, 2013. Our Adjusted EBIT increased by €17.6 million, or 55.0%, from €32.0 million in the fiscal year ended December 31, 2012 to €49.7 million in the fiscal year ended December 31, 2013. Our Adjusted Core EBIT increased by €13.4 million, or 45.4%, from €29.6 million in the fiscal year ended December 31, 2012 to €43.0 million in the fiscal year ended December 31, 2013. This development was primarily due to an increase in sales revenues and changes in inventories of €217.2 million and the full inclusion of the Ru¨ cker Group and the BFFT Group in the fiscal year ended December 31, 2013. Our Adjusted Core EBIT margin decreased by 0.6 percentage points, from 8.3% in the fiscal year ended December 31, 2012 to 7.7% in the fiscal year ended December 31, 2013.

3. Investments One of our performance indicators is investments, which consists of the capital expenditures deployed by the Group in a given period. The total capital expenditures are broken down by the type of expenditure. We believe that our capital expenditures are indicative of our growth in various segments and reflect the success of our implementation of our growth strategy. The following table sets forth a summary of our capital expenditures broken down by type of expenditure derived from the unaudited condensed consolidated interim financial information of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated financial information for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined financial information for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH:

For the nine-month period ended September 30, For the year ended December 31, 2015 2014 2014(1) 2013(1) 2012(2) (audited unless indicated (audited unless indicated otherwise, (in € thousand) (unaudited, consolidated) otherwise, consolidated) combined) Software and other intangible assets ...... 4,228 5,785 7,728 6,401 2,884 Land and buildings ...... 2,366 1,150 1,663 1,453 1,383 Technical equipment and machinery ...... 3,745 3,011 5,767 4,956 3,473 Other equipment, operating and office equipment ...... 7,734 6,192 9,353 9,083 7,411 Advance payments and construction in progress ...... 2,702 1,120 757 359 1,098 Total capital expenditures (unaudited) ...... 20,775 17,258 25,268 22,252 16,249 Capital expenditures as percentage of sales revenues and changes in inventories (unaudited) (%)(3) ...... 3.9% 3.4% 3.7% 3.5% 3.9%

161 (2) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (3) Capital expenditures as percentage of sales revenues and changes in inventories is a non-IFRS measure. Capital expenditures as percentage of sales revenues and changes in inventories represents the ratio of our capital expenditures over sales revenues and changes in inventories. While the amounts included in capital expenditures as percentage of sales revenues and changes in inventories have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, capital expenditures as percentage of sales revenues and changes in inventories should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our total capital expenditures increased by €3.5 million, or 20.4%, from €17.3 million in the nine-month period ended September 30, 2014 to €20.8 million in the nine-month period ended September 30, 2015. This increase was primarily driven by an increase in the number of employees which required investments in hardware, office equipment and buildings. Our total capital expenditures increased by €3.0 million, or 13.6%, from €22.3 million in the fiscal year ended December 31, 2013 to €25.3 million in the fiscal year ended December 31, 2014. This increase was primarily driven by an increase in the number of our employees, which required investments in software, hardware, office equipment and buildings. Our total capital expenditures increased by €6.0 million, or 36.9%, from €16.2 million in the fiscal year ended December 31, 2012 to €22.3 million in the fiscal year ended December 31, 2013. This increase was primarily driven by the integration of the Rücker Group and the BFFT Group. As a consequence of having more employees as a result of these integrations, investments in in software, hardware, office equipment and buildings were required. Our capital expenditures amounted to 3.7% of sales revenues and changes in inventories as of December 31, 2014, 3.5% of sales revenues and changes in inventories as of December 31, 2013 and 3.9% of sales revenues and changes in inventories as of December 31, 2012. Our ongoing investments in an amount of €1.8 million relate predominantly to software, hardware, office equipment and fixtures in third party buildings, with a geographic focus on Germany. As of the date of this prospectus, an amount of €7.4 million has been approved to make firm commitments for future investments that relate to software, hardware, office equipment and fixtures in third party buildings, with a geographic focus on Germany. We plan to finance our ongoing investments with cash generated from our operations. We aim to increase our overall capital expenditures for the fiscal year 2015 to an amount of approximately €30.0 million.

4. Number of employees One of our performance indicators is the average number of employees we have in our various segments for a given time. We define this metric as the average number of employees we employ over a given period. These figures are then broken down by type of contractual relationship and segment. We believe that these figures reflect the growth of the Group and its capacity to service various customer needs, and serve as a benchmark for our growth targets. As the provision of specialist services is our primary source of income, our average number of employees determines our ability to generate revenue. These figures also reflect the success of our recruitment efforts.

162 The following table shows our average number of employees over a given period, broken down by contractual relationship and segment derived from the unaudited condensed consolidated interim financial information for the nine-month periods ended September 30, 2015 and September 30, 2014, the audited consolidated financial information for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined financial information for the fiscal year ended December 31, 2012:

For the nine-month period ended September 30, For the year ended December 31, 2015 2014 2014(1)(2) 2013(2) 2012(3) (audited, unless otherwise (audited, unless otherwise indicated, (average number of employees over period) (unaudited, consolidated) indicated, consolidated) combined) Breakdown according to contractual relationship(4) Salaried employees ...... 7,216 6,956 6,978 6,569 4,259 Apprentices ...... 498 494 506 442 298 Total ...... 7,714 7,450 7,484 7,011 4,557 Breakdown into segments(4) Vehicle Engineering ...... 4,764 4,854 4,806 4,645 2,644 Production Solutions ...... 1,291 1,082 1,120 873 732 Electrics/Electronics ...... 1,659 1,224 1,292 1,043 354 Core Employees(5) (unaudited) ...... 7,714 7,160 7,218 6,561 3,730 Others(6) ...... — 290 266 450 827 Total ...... 7,714 7,450 7,484 7,011 4,557

(1) Adjusted for the several divestitures undertaken in the fiscal year 2014, the number of new hires, including trainees, for the year ended December 31, 2014 would have been approximately 600 employees, which represents an increase of approximately 8% compared to the fiscal year ended December 31, 2013. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (4) Employees from discontinued operations are not shown. (5) Core Employees represents our employees in our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our employees in the Others segment. (6) Represents our employees in the Others segment. The Others segment includes Haus Kurfu¨ rst GmbH, which provides hotel and restaurant services for EDAG customers and employees, as well as a small batch production of chassis modules at our location in Eisenach, which we deconsolidated as of December 31, 2014, EKS InTech GmbH, which was sold on May 31, 2014, and our aerospace subsidiaries, which were sold on March 31, 2014. The Others segment also included the personnel service provider ED Work GmbH & Co. KG until its deconsolidation on May 31, 2012. Our average number of employees increased by approximately 264, or approximately 3.5%, from 7,450 in the nine-month period ended September 30, 2014 to 7,714 in the nine-month period ended September 30, 2015. This increase, which affected both, salaried employees and apprentices, was primarily driven by an increase in sales volume. Our average number of employees increased by approximately 473, or approximately 6.7%, from 7,011 in the fiscal year ended December 31, 2013 to 7,484 in the fiscal year ended December 31, 2014. This increase was also primarily driven by an increase in sales volume. Our average number of employees increased by approximately 2,454, or approximately 53.9%, from 4,557 in the fiscal year ended December 31, 2012 to 7,011 in the fiscal year ended December 31, 2013. This increase, which affected both, salaried employees and apprentices, was primarily driven by the integration of the Rücker Group and the BFFT Group.

163 V. DESCRIPTION OF KEY LINE ITEMS FROM THE CONSOLIDATED/COMBINED STATEMENT OF COMPREHENSIVE INCOME 1. Sales revenues and changes in inventories Sales revenues and changes in inventories are divided between sales revenues and changes in inventories. Sales revenues consist of revenue from the sale of goods or the provision of services, realized upon the provision of the service and/or the transfer of the risk to the customer. This occurs net of sales tax and all discounts and bonuses. Sales revenues also include income from the provision of services assessed according to the percentage of completion method. Changes in inventories consist of the increase or decrease in inventory of unfinished and finished goods and services, determined on the basis of the acquisition cost method. Sales revenues are measured at the attributable fair value for the consideration received or to be received for the sale of goods and services within the context of the ordinary business activity, less the price reductions and volume discounts granted by the Company. VAT and other duties are not taken into account. Income is reported if the economic benefit is likely to accrue to the Group, and the amount of the income can be reliably ascertained. See “—XI. Critical Accounting Policies—1. Realization of income and expenses” for a description of our revenue recognition policies, as well as possible changes to the standards for revenue recognition from 2018 under IFRS 15.

2. Other income Other income consists of non-cash benefit from car leasing, land and rental income, cost transfer income, income from currency gains, catering and cafeteria income, income from investment properties, income from recycling and scrap, income from compensation payments, income from insurance reimbursements, income from currency hedging and hedging transactions, miscellaneous operating income, deconsolidation income from the disposal of our aerospace, tool and body works and various other businesses, income from the disposal and subsequent capitalization of fixed assets, public sector benefits, consisting of subsidies for training and R&D, income from the reversal of personnel and miscellaneous provisions, income from the reversal of provisions for pensions and onerous contracts, income from impaired receivables and miscellaneous non-operating income.

3. Material expenses Material expenses consist of expenses for materials and supplies and for purchased goods, which primarily consist of expenses for models and small parts which have been purchased, and expenses for purchased services, which primarily consist of costs for subcontractors and miscellaneous services received.

4. Gross profit Gross profit is equal to the sum of sales revenues and changes in inventories and other income, less material expenses.

5. Personnel expenses Personnel expenses consist of wages and salaries including expenses in connection with the termination of employment contracts, social security contributions, expenses on retirement pension plans and support and wage- and salary-related taxes. Expenses for retirement pension plans and support include, among other things, expenses for defined benefit commitments.

6. Depreciation, amortization and impairment Depreciation, amortization and impairment includes the scheduled depreciation and amortization of fixed assets, including both the amortization of intangible assets and the

164 depreciation of property, plant and equipment, as well as impairment losses and the amortization and depreciation from purchase price allocation.

7. Other expenses Other expenses consist of rents and leases, maintenance, travel expenses, general administrative expenses, miscellaneous ancillary personnel expenses, consulting contributions and fees, sales and marketing expenses, personnel training and development expenses, insurance costs, vehicle fuel and miscellaneous vehicle expenses, miscellaneous taxes and duties, surveillance and security expenses, expenses from currency losses, expenses for guarantees, expenses from currency hedging transactions, expenses from investment properties, miscellaneous operating expenses, deconsolidation expenses, expenses from bad debt and loss, expenses from the disposal of assets, expenses from impaired receivables, restructuring expenses and miscellaneous non-operating expenses including consulting and reengineering costs and expenses in connection with the termination of employment contracts.

8. Earnings before interest and taxes (EBIT) Earnings before interest and taxes (EBIT) is equal to gross profit less personnel expenses, depreciation, amortization and impairment and other expenses.

9. Financial result Financial result is equal to the sum of results from investments accounted for using the equity method and financial income, less financing expenses. Financial income consists of income from other securities and loans from financial assets, interest income earned from discounting, interest and similar income and miscellaneous financial income. Financing expenses consist of interest and similar expenses including interest related to pension provisions, losses from valuation at fair value and miscellaneous financial expenses.

10. Profit or loss Profit or loss is equal to the sum of earnings after taxes from continuing operations and earnings after taxes from discontinued operations.

VI. RESULTS OF OPERATIONS The following table shows selected financial information from the unaudited condensed consolidated interim statements of comprehensive income of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated statements of comprehensive income for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined statement of comprehensive income for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH:

165 For the nine-month period ended September 30, For the year ended December 31, 2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (audited, (in € thousand) (unaudited, consolidated) (audited, consolidated) combined) Gross profit ...... 476,482 449,754 632,793 543,795 355,934 245,664מ 386,226מ 417,308מ 314,147מ 332,311מ ...... Personnel expenses Depreciation, amortization and 12,475מ 24,984מ 25,613מ 18,202מ 18,087מ ...... impairment 62,313מ 94,062מ 102,229מ 70,517מ 81,132מ ...... Other expenses Earnings before interest and taxes (EBIT)(4) ...... 44,952 46,888 87,643 38,523 35,482 Result from investments accounted for using the equity method ...... 1,052 — ——50 Financial income ...... 1,841 518 1,035 1,487 2,997 5,938מ 8,301מ 11,752מ 9,142מ 8,050מ ...... Financing expenses 2,891מ 6,814מ 10,717מ 8,624מ 5,157מ ...... Financial result Earnings before taxes from continuing operations ...... 39,795 38,264 76,926 31,709 32,591 7,672מ 9,982מ 18,688מ 9,295מ 12,337מ ...... Income taxes Earnings after taxes from continuing operations ...... 27,458 28,969 58,238 21,727 24,919 Discontinued operations(5) Earnings after taxes from discontinued 767מ 1,905מ operations ...... — 1,550 1,586 Profit or loss ...... 27,458 30,519 59,824 19,822 24,152

(1) Operating results for the various subsidiaries disposed of during the the nine-month period ended September 30, 2014 or year ended December 31, 2014, respectively, are included only for the periods prior to their respective disposals. See “—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (4) EBIT is a non-IFRS measure. EBIT represents earnings before interest and taxes. While the amounts included in EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measures are not financial measures calculated in accordance with IFRS. Accordingly, EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our management uses EBIT to assess our operating performance and as a measure of economic success of our business. In addition, we believe that EBIT is a measure commonly used by investors. EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated. (5) Discontinued operations represents expenses in connection with an indemnity payment for the nine-month period ended September 30, 2014 and in the fiscal year ended December 31, 2014, provisions in connection with the sale of the “Production” business division in the fiscal year ended December 31, 2013 and assets, liabilities and provisions of the “Production Systems” and “Production” business divisions in the fiscal year ended December 31, 2012, which were classified as being held for sale and fully deconsolidated in 2012.

166 1. Nine-month period ended September 30, 2014 compared to nine-month period ended September 30, 2015 a. Sales revenues and changes in inventories Our sales revenues and changes in inventories increased by €27.7 million, or 5.5%, from €506.3 million in the nine-month period ended September 30, 2014 to €534.0 million in the nine-month period ended September 30, 2015.

Sales revenues with third parties The following table shows our sales revenues with third parties broken down by segment for the nine-month periods ended September 30, 2015 and September 30, 2014:

For the nine-month period ended September 30, 2015 2014(1) (in € thousand) (unaudited, consolidated) Vehicle Engineering ...... 334,321 307,171 Production Solutions ...... 82,551 72,364 Electrics/Electronics ...... 117,368 85,567 Others(2) ...... 135 48,852 Total sales revenues with third parties ...... 534,375 513,954

(1) Sales revenues for the subsidiaries disposed of during the nine-month period ended September 30, 2014 included only for the periods prior to their respective disposals. See “—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals. (2) The Others segment represents revenues with third parties and includes the small batch production of chassis modules at our location in Eisenach, as well as EKS InTec GmbH, which was sold on May 31, 2014, and our aerospace subsidiaries, which were sold on March 31, 2014. In addition, all of our essential non-operating expenses and income are also reported here. Our sales revenues increased by €20.4 million, or 4.0%, from €514.0 million in the nine-month period ended September 30, 2014 to €534.4 million in the nine-month period ended September 30, 2015. This increase was primarily due to an increase in customer demand for engineering services and our success in hiring additional employees to increase our capacities and meet this demand by servicing a greater number of projects. The increased customer demand, in turn, was largely due to positive trends in global economic development and the automotive industry which encouraged OEMs to award larger and more complex work packages to external engineering service providers. On a segment level, sales revenues with third parties in our Vehicle Engineering segment increased by €27.2 million, or 8.8%, from €307.2 million in the nine-month period ended September 30, 2014 to €334.3 million in the nine-month period ended September 30, 2015. Besides the positive trends described above, this was mainly due to development of new customers for derivative car models and overall vehicle development and an increased involvement of our facilities in best cost countries. Sales revenues with third parties in our Production Solutions segment increased by €10.2 million, or 14.1%, from €72.4 million in the nine-month period ended September 30, 2014 to €82.6 million in the nine-month period ended September 30, 2015. Besides the positive trends described above, this was mainly due to hiring of newly qualified employees, which allowed us to address a higher number of projects. Sales revenues with third parties in our Electrics/Electronics segment increased by €31.8 million, or 37.2%, from €85.6 million in the nine-month period ended September 30, 2014 to €117.4 million in the nine-month period ended September 30, 2015. Besides the positive trends described above, this was mainly due to a higher amount of workpackages as compared to employee leasing contracts in this segment.

167 Changes in inventories Our changes in inventories changed by €7.3 million from a decrease of €7.7 million in the nine- month period ended September 30, 2014 to a decrease of €0.3 million in the nine-month period ended September 30, 2015. This difference resulted from the deconsolidation of our former tool and body system division “Werkzeug und Karosseriesysteme Eisenach” as of December 31, 2014. b. Material expenses Our material expenses decreased by €5.8 million, or 7.4%, from €78.7 million in the nine-month period ended September 30, 2014 to €72.9 million in the nine-month period ended September 30, 2015. The following table shows our material expenses broken down by type of expense for the nine-month periods ended September 30, 2015 and September 30, 2014:

For the nine-month period ended September 30, 2015 2014(1) (in € thousand) (unaudited, consolidated) Expenses for materials and supplies and for purchased goods .... 19,065 24,519 Expenses for purchased services ...... 53,813 54,199 Total material expenses ...... 72,877 78,719

(1) Results of operations for the subsidiaries disposed of during the nine-month period ended September 30, 2014 included only for the periods prior to their respective disposals. See “—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals.

Our expenses for materials and supplies and for purchased goods decreased by €5.5 million, or 22.3%, from €24.5 million in the nine-month period ended September 30, 2014 to €19.1 million in the nine-month period ended September 30, 2015. This decrease was primarily due to the deconsolidation of our former tool and body system division “Werkzeug und Karosseriesysteme Eisenach” as of December 31, 2014. Our expenses for purchased services decreased by €0.4 million, or 0.7%, from €54.2 million in the nine-month period ended September 30, 2014 to €53.8 million in the nine-month period ended September 30, 2015. This small decrease was due to executing more work in-house instead of assigning work to third parties. As a percentage of our sales revenues and changes in inventories, our material expenses decreased from 15.5% in the in the nine-month period ended September 30, 2014 to 13.6% in the in the nine-month period ended September 30, 2015. c. Gross profit Our gross profit increased by €26.7 million, or 5.9%, from €449.8 million in the nine-month period ended September 30, 2014 to €476.5 million in the nine-month period ended September 30, 2015. This was partially due to an increase in our sales revenues and changes in inventories. As a percentage of our sales revenues and changes in inventories, our gross profit increased from 88.8% in the nine-month period ended September 30, 2014 to 89.2% in the nine-month period ended September 30, 2015. This increase was primarily due to a fixed cost degression as a result of an increase in sales revenues and changes in inventories as well as higher margins in connection with customer projects. d. Personnel expenses Our personnel expenses increased by €18.2 million, or 5.8%, from €314.1 million in the nine-month period ended September 30, 2014 to €332.3 million in the nine-month period ended September 30, 2015, which was mainly attributable to the growth in our workforce as a result of additional hiring, which led to an increase in wages and salaries and social security contributions

168 as well as wage-related and salary-related taxes. The increase in expenses on retirement pension plans and support also reflected the growth in our workforce. The following table shows our personnel expenses broken down by type for the nine-month periods ended September 30, 2015 and September 30, 2014:

For the nine-month period ended September 30, 2015 2014(1) (in € thousand) (unaudited, consolidated) Wages and salaries ...... 277,150 263,236 Social security contributions ...... 51,529 48,261 Expenses on retirement pension plans and support ...... 3,352 2,577 Wage-related and salary-related taxes ...... 280 73 Total personnel expenses ...... 332,311 314,147

As of September 30, 2015 we employed 8,063 employees (7,551 employees at September 30, 2014), including trainees but excluding employees from discontinued operations in each period. e. Other expenses Our other expenses increased by €10.6 million, or 15.1%, from €70.5 million in the nine-month period ended September 30, 2014 to €81.1 million in the nine-month period ended September 30, 2015. This increase was primarily due to higher rental and leasing expenses. f. Earnings before interest and taxes (EBIT) Our earnings before interest and taxes (EBIT) decreased by €1.9 million, or 4.1%, from €46.9 million in the nine-month period ended September 30, 2014 to €45.0 million in the nine-month period ended September 30, 2015. This decrease was partly due to the absence of income from deconsolidation for the nine-month period ended September 30, 2015, which had contributed €11.8 million to EBIT in the nine-month period ended September 30, 2014, as well as higher expenses for restructuring. These developments were offset in part by a fixed cost degression as a result of an increase in sales revenues and changes in inventories as well as higher margins in connection with customer projects.

The following table shows EBIT, Adjusted EBIT, Adjusted EBIT margin as well as Adjusted Core EBIT and Adjusted Core EBIT margin, derived from the unaudited condensed consolidated interim statements of comprehensive income for the nine-month periods ended September 30, 2015 and September 30, 2014 for EDAG Engineering Schweiz Sub-Holding AG:

For the nine-month period ended September 30, 2015 2014(1) (in € thousand) (unaudited, consolidated) EBIT(2) ...... 44,952 46,888 Adjusted EBIT(2) ...... 54,805 44,891 Adjusted EBIT margin (%)(3) ...... 10.3% 8.9% Adjusted Core EBIT(4) ...... 55,076 42,616 Adjusted Core EBIT margin (%)(5) ...... 10.3% 9.1%

(1) Operating results for the subsidiaries disposed of during the the nine-month period ended September 30, 2014 are included only for the periods prior to their respective disposals. See “—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals.

169 (2) EBIT and Adjusted EBIT are non-IFRS measures. EBIT represents earnings before interest and taxes and Adjusted EBIT represents EBIT adjusted for non-recurring items. While the amounts included in EBIT and Adjusted EBIT have been derived from our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measures are not financial measures calculated in accordance with IFRS. Accordingly, EBIT and Adjusted EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our management uses EBIT and Adjusted EBIT to assess our operating performance and as a measure of economic success of our business. In addition, we believe that EBIT and Adjusted EBIT are measures commonly used by investors. EBIT and Adjusted EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated. (3) Adjusted EBIT margin is a non-IFRS measure. Adjusted EBIT margin represents the ratio of the Adjusted EBIT over sales revenues and changes in inventories. While the amounts included in Adjusted EBIT margin have been derived from our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (4) Adjusted Core EBIT is a non-IFRS measure. The first component of the Adjusted Core EBIT represents the sum of EBIT for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment. The second component is the purchase price allocation adjustments on a Group level which are added to the first component. These purchase price allocation adjustments relate only to the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions). No purchase price allocation adjustments relate to the Others segment. Our management uses Adjusted Core EBIT to assess our operating performance and as a measure of success of our business. While the amounts included in Adjusted Core EBIT have been derived from our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (5) Adjusted Core EBIT margin is a non-IFRS measure. Adjusted Core EBIT margin represents the ratio of our Adjusted Core EBIT over our Core Revenue (including changes in inventories). While the amounts included in Adjusted Core EBIT margin have been derived from our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our Adjusted EBIT increased by €9.9 million, or 22.1%, from €44.9 million in the nine-month period ended September 30, 2014 to €54.8 million in the nine-month period ended September 30, 2015 and our Adjusted EBIT margin increased by 1.4 percentage points from 8.9% in the nine-month period ended September 30, 2014 to 10.3% in the nine-month period ended September 30, 2015. This was primarily due to a fixed cost degression as a result of an increase in sales revenues and changes in inventories as well as higher margins in connection with customer projects. Our Adjusted Core EBIT increased by €12.5 million, or 29.2%, from €42.6 million in the nine- month period ended September 30, 2014 to €55.1 million in the nine-month period ended September 30, 2015. Our Adjusted Core EBIT margin increased by 1.2 percentage points, from 9.1% in the nine-month period ended September 30, 2014 to 10.3% in the nine-month period ended September 30, 2015, primarily due to the realization of cost and revenue synergies from the Ru¨ cker Group integration. g. Financial result Our financial result increased by €3.5 million, or 40.2%, from a loss of €8.6 million in the nine-month period ended September 30, 2014 to a loss of €5.2 million in the nine-month period ended September 30, 2015. This increase was, inter alia, due to lower interest charges as a result of a partial repayment of the loan from ATON Group Finance GmbH towards the end of the financial year ended December 31, 2014 and a higher interest income from related parties transactions in connection with a sale-and-lease-back transaction (see “L. Business—XII. Material Contracts—3. Agreements relating to Real Estate—b.Sale-and-lease-back of five properties in Fulda, Cologne, Ingolstadt and Recklinghausen”) as well as income from investments accounted for using the equity method (EDAG Werkzeug + Karosserie GmbH).

170 h. Profit or loss Ourprofitorlossdecreasedby€3.1 million, or 10.0%, from a profit of €30.5 million in the nine-month period ended September 30, 2014 to a profit of €27.5 million in the nine-month period ended September 30, 2015. This decrease was due to a decrease in EBIT as described above, lower income from earnings after tax from discontinued operations as well as an increase in the tax rate. These developments were offset in part by a fixed cost degression as a result of an increase in sales revenues and changes in inventories as well as higher margins in connection with customer projects.

2. Fiscal year ended December 31, 2013 compared to fiscal year ended December 31, 2014 a. Sales revenues and changes in inventories Our sales revenues and changes in inventories increased by €57.3 million, or 9.1%, from €632.4 million in the fiscal year ended December 31, 2013 to €689.7 million in the fiscal year ended December 31, 2014.

Sales revenues with third parties The following table shows our sales revenues with third parties broken down by segment for the fiscal years ended December 31, 2014 and December 31, 2013:

For the fiscal year ended December 31, 2014(1)(2) 2013(2) (in € thousand) (audited, consolidated) Vehicle Engineering ...... 409,992 387,443 Production Solutions ...... 100,768 75,427 Electrics/Electronics ...... 123,696 97,836 Others(3) ...... 63,002 59,421 Total sales revenues ...... 697,458 620,127

(1) Sales revenues for the various subsidiaries disposed of during the year ended December 31, 2014 included only for the periods prior to their respective disposals. See “—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (3) The Others segment represents revenues with third parties and includes Haus Kurfu¨ rst GmbH, which provides hotel and restaurant services for EDAG customers and employees, as well as a small batch production of chassis modules at our location in Eisenach, which we deconsolidated as of December 31, 2014, EKS InTech GmbH, which was sold on May 31, 2014, and our aerospace subsidiaries, which were sold on March 31, 2014. In addition, all of our essential non-operating expenses and income are also reported here. Our sales revenues increased by €77.3 million, or 12.5%, from €620.1 million in the fiscal year ended December 31, 2013 to €697.5 million in the fiscal year ended December 31, 2014. This increase was primarily due to positive trends in global economic development and the automotive industry which encouraged OEMs to award larger and more complex work packages to external engineering service providers, as well as our hiring of additional engineers, which allowed us to service a greater number of projects. On a segment level, sales revenues with third parties in our Vehicle Engineering segment increased by €22.5 million, or 5.8%, from €387.4 million in the fiscal year ended December 31, 2013 to €410.0 million in the fiscal year ended December 31, 2014. Besides the positive trends described above, this was mainly due to development of new customers for derivative and overall vehicle development and an increased involvement of our facilities in best-cost countries. Sales revenues with third parties in our Production Solutions segment increased by €25.3 million, or 33.6%, from €75.4 million in the fiscal year ended December 31, 2013 to €100.8 million in the fiscal year ended December 31, 2014. Besides the positive trends described above, this was mainly due to hiring of newly qualified employees (apprentices/trainees), which allowed us to

171 address a higher number of projects. Sales revenues with third parties in our Electrics/Electronic segment increased by €25.9 million, or 26.4%, from €97.8 million in the fiscal year ended December 31, 2013 to €123.7 million in the fiscal year ended December 31, 2014. Besides the positive trends described above, this was mainly due to an above average growth at strategic customer locations and knowledge transfer between domestic and foreign offices.

Changes in inventories Our changes in inventories changed from an increase of €12.3 million in the fiscal year ended December 31, 2013 to a decrease of €7.7 million in the fiscal year ended December 31, 2014. The stock in our former tool and body system division increased significantly in the fiscal year ended December 31, 2013. This stock was then reduced in the fiscal year ended December 31, 2014 as we were able to invoice the stock to customers in that year. b. Material expenses Our material expenses increased by €10.9 million, or 10.4%, from €104.9 million in the fiscal year ended December 31, 2013 to €115.8 million in the fiscal year ended December 31, 2014. The following table shows our material expenses broken down by type for the fiscal years ended December 31, 2014 and December 31, 2013:

For the fiscal year ended December 31, 2014(1)(2) 2013(2) (in € thousand) (audited, consolidated) Expenses for materials and supplies and for purchased goods ...... 35,231 32,305 Expenses for purchased services ...... 80,592 72,638 Total material expenses ...... 115,823 104,943

Our expenses for materials and supplies and for purchased goods increased by €2.9 million, or 9.1%, from €32.3 million in the fiscal year ended December 31, 2013 to €35.2 million in the fiscal year ended December 31, 2014. This increase was primarily due to a higher sales volume of small serial production in our former tool and body system division. Our expenses for purchased services increased by €8.0 million, or 11.0%, from €72.6 million in the fiscal year ended December 31, 2013 to €80.6 million in the fiscal year ended December 31, 2014. This increase was primarily due to an increase in sales volume. As a percentage of our sales revenues and changes in inventories, our material expenses increased from 16.6% in the fiscal year ended December 31, 2013 to 16.8% in the fiscal year ended December 31, 2014. c. Gross profit Our gross profit increased by €89.0 million, or 16.4%, from €543.8 million in the fiscal year ended December 31, 2013 to €632.8 million in the fiscal year ended December 31, 2014. Besides the significant increase in sales revenues and changes in inventories, which was only partly offset by a corresponding increase in material expenses, both as set out above, the increase in our gross profit was primarily due to an increase in our other income by €42.5 million from €16.3 million in the fiscal year ended December 31, 2013 to €58.9 million in the fiscal year ended December 31, 2014. This increase in our other income mainly resulted from the effects of deconsolidation of EKS Intec GmbH and our “Werkzeug und Karosseriesysteme Eisenach”

172 business division as well as our former aerospace business amounting to €27.0 million, and the disposal of fixed assets, in particular land and buildings amounting to €18.4 million, mostly pursuant to a sale-and-lease-back arrangement. This increase in other income was partially offset by a lower reversal of provisions in the fiscal year ended December 31, 2014 (€0.9 million) as compared to the fiscal year ended December 31, 2013 (€1.7 million), which comprise the unwinding of provisions made for personnel, pensions and other purposes. As a percentage of our sales revenues and changes in inventories, our gross profit increased from 86.0% in the fiscal year ended December 31, 2013 to 91.7% in the fiscal year ended December 31, 2014. d. Personnel expenses Our personnel expenses increased by €31.1 million, or 8.0%, from €386.2 million in the fiscal year ended December 31, 2013 to €417.3 million in the fiscal year ended December 31, 2014, which was mainly attributable to the growth in our workforce as a result of additional hiring, which led to higher wages and salaries and social security contributions as well as wage-related and salary-related taxes. The increase in expenses on retirement pension plans and support also reflected the growth in our workforce. In addition, higher expenses in conjunction with the termination of employment contracts, which increased from €0.7 million in the fiscal year ended December 31, 2013 to €1.0 million in the fiscal year ended December 31, 2014 also contributed to the increase of personnel expenses. Expenses in conjunction with the termination of employment contracts in the amount of €3.2 million for the fiscal year ended December 31, 2014 and €0.7 million in the fiscal year ended December 31, 2013 are included in the miscellaneous non-operating expenses which are shown in the Adjusted EBIT. The increase in personnel expenses was offset in part by efficiency gains, reflecting higher revenues coupled with cost savings. The following table shows our personnel expenses broken down by type for the fiscal years ended December 31, 2014 and December 31, 2013:

For the fiscal year ended December 31, 2014(1)(2) 2013(2) (in € thousand) (audited, consolidated) Wages and salaries ...... 349,526 323,894 Social security contributions ...... 62,493 58,103 Expenses on retirement pension plans and support ...... 3,502 3,351 Wage-related and salary-related taxes ...... 1,787 878 Total personnel expenses ...... 417,308 386,226

173 e. Other expenses Our other expenses increased by €8.2 million, or 8.7%, from €94.1 million in the fiscal year ended December 31, 2013 to €102.2 million in the fiscal year ended December 31, 2014. This increase was primarily due to expenses from restructuring amounting to €4.8 million, mostly related to expenses incurred in connection with the termination of employment contracts, as well as transactional expenses from sale of real estate amounting to €1.3 million (see “J. Management’s Discussion and Analysis of Financial Condition and Results of Operations— IX. Off-Balance Sheet Arrangements”), consulting and reengineering costs and expenses incurred in conjunction with the termination of employment contracts in the amount of €6.8 million in the fiscal year ended December 31, 2014 as compared to €2.8 million for the fiscal year ended December 31, 2013. f. Earnings before interest and taxes (EBIT) Our earnings before interest and taxes (EBIT) increased significantly, by €49.1 million, or 127.5%, from €38.5 million in the fiscal year ended December 31, 2013 to €87.6 million in the fiscal year ended December 31, 2014. Besides higher sales revenues which were due to positive trends in the global economic development and the automotive industry, a greater number of projects and the integration of the Rücker Group, this significant increase in earnings is partly due to extraordinary factors from sales of the Rücker aerospace companies, EKS InTec GmbH and real estate sales. Moreover, EDAG Engineering GmbH’s business unit “Werkzeug und Karosseriesysteme Eisenach” was initially spun off into EDAG Werkzeug + Karosserie GmbH. In this context, FFT Produktionssysteme GmbH & Co. KG acquired 51% of the shares in the company in the fiscal year ended December 31, 2014, with the remaining 49% of the shares being accounted for using the at-equity method as of December 31, 2014. These positive extraordinary effects from sales were diminished by restructuring expenses related to the merger of EDAG Engineering GmbH and the Rücker Group which was consummated in 2014, the resulting depreciation and amortization from the purchase price allocation and impairment relating to a single building that was qualified as an asset held for sale. After adjustment for these extraordinary effects, the Adjusted EBIT amounted to €57.9 million for the fiscal year ended December 31, 2014 and was €8.2 million, or 16.5% above the Adjusted EBIT for the fiscal year ended December 31, 2013. The Adjusted EBIT margin also increased to 8.4% in the fiscal year ended December 31, 2014 from 7.9% in the fiscal year ended December 31, 2013. The significant increase in our earnings before interest and taxes (EBIT) was partially offset by an increase in our depreciation, amortization and impairment charge by €0.6 million, or 2.5%, from €25.0 million in the fiscal year ended December 31, 2013 to €25.6 million in the fiscal year ended December 31, 2014. Depreciation, amortization and impairment decreased slightly in relation to the sales revenues and changes in inventories to 3.7% in the fiscal year ended December 31, 2014, from 4.0% in the fiscal year ended December 31, 2013. In the fiscal year ended December 31, 2014, an impairment loss of €0.9 million was recorded with respect to an office property which was qualified as an asset held for sale. The depreciation and amortization includes the depreciation and amortization related to step-ups from the purchase price allocation in the amount of €7.0 million in the fiscal year ended December 31, 2014, of which €5.3 million was attributable to our acquisition of the Rücker Group and €1.6 million was attributable to our acquisition of the BFFT Group. This represents a decrease of €1.4 million, or 16.6%, from the depreciation and amortization related to step-ups from the purchase price allocation in the amount of €8.4 million in the fiscal year ended December 31, 2013, of which €5.3 million was attributable to our acquisition of the Rücker Group and €3.0 million was attributable to our acquisition of the BFFT Group.

174 The following table shows EBIT, Adjusted EBIT, Adjusted EBIT margin as well as Adjusted Core EBIT and Adjusted Core EBIT margin derived from the audited consolidated statements of comprehensive income for the fiscal years ended December 31, 2014 and December 31, 2013 for EDAG Engineering GmbH:

For the year ended December 31, 2014(1)(2) 2013(2) (audited unless otherwise (in € thousand) indicated, consolidated) EBIT(3) ...... 87,643 38,523 Adjusted EBIT(3) ...... 57,877 49,665 Adjusted EBIT margin (%)(4) (unaudited)...... 8.4% 7.9% Adjusted Core EBIT (unaudited)(5) ...... 53,185 42,984 Adjusted Core EBIT margin (%)(6) (unaudited) ...... 8.4% 7.7%

(1) Results of operations for the various subsidiaries disposed of during the year ended December 31, 2014 included only for the periods prior to their respective disposals. See “—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (3) EBIT and Adjusted EBIT are non-IFRS measures. EBIT represents earnings before interest and taxes and Adjusted EBIT represents EBIT adjusted for non-recurring items. While the amounts included in EBIT and Adjusted EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, such measures are not financial measures calculated in accordance with IFRS. Accordingly, EBIT and Adjusted EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our management uses EBIT and Adjusted EBIT to assess our operating performance and as a measure of economic success of our business. In addition, we believe that EBIT and Adjusted EBIT are measures commonly used by investors. EBIT and Adjusted EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated. (4) Adjusted EBIT margin is a non-IFRS measure. Adjusted EBIT margin represents the ratio of the Adjusted EBIT over sales revenues and changes in inventories. While the amounts included in Adjusted EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (5) Adjusted Core EBIT is a non-IFRS measure. The first component of the Adjusted Core EBIT represents the sum of EBIT for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment. The second component is the purchase price allocation adjustments on a Group level which are added to the first component. These purchase price allocation adjustments relate only to the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions). No purchase price allocation adjustments relate to the Others segment. Our management uses Adjusted Core EBIT to assess our operating performance and as a measure of success of our business. While the amounts included in Adjusted Core EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (6) Adjusted Core EBIT margin is a non-IFRS measure. Adjusted Core EBIT margin represents the ratio of our Adjusted Core EBIT over our Core Revenue (including changes in inventories). While the amounts included in Adjusted Core EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS.

Our Adjusted EBIT increased by €8.2 million, or 16.5%, from €49.7 million in the fiscal year ended December 31, 2013 to €57.9 million in the fiscal year ended December 31, 2014.

Our Adjusted Core EBIT increased by €10.2 million, or 23.7%, from €43.0 million in the fiscal year ended December 31, 2013 to €53.2 million in the fiscal year ended December 31, 2014. Our Adjusted Core EBIT margin increased by 0.7 percentage points, from 7.7% in the fiscal year ended December 31, 2013 to 8.4% in the fiscal year ended December 31, 2014.

175 g. Financial result Our financial result decreased by €3.9 million, or 57.3%, from a loss of €6.8 million in the fiscal year ended December 31, 2013 to a loss of €10.7 million in the fiscal year ended December 31, 2014. This decrease was primarily due to a decrease in financial income as a result of reduced interest on debit balances, and due to an increase in financial expense as a result of the acquisitions of Rücker AG on September 24, 2012 and BFFT Gesellschaft für Fahrzeugtechnik mbH on January 18, 2013. Furthermore, the inclusion of EDAG GmbH & Co. KGaA had a negative effect on the financial result, as it entailed the assumption of financial liabilities in the amount of €40.0 million in the fiscal year ended December 31, 2013, which in turn incurred additional interest payments. h. Profit or loss Our profit increased by €40.0 million from a profit of €19.8 million in the fiscal year ended December 31, 2013 to a profit of €59.8 million in the fiscal year ended December 31, 2014. Besides the increase in our earnings before interest and taxes (EBIT), which was partially offset by a decrease in our financial result, both as set out above, this increase in our profit was also partially due to an increase in our earnings after taxes from discontinued operations by €3.5 million from a loss of €1.9 million in the fiscal year ended December 31, 2013 to a gain of €1.6 million in the fiscal year ended December 31, 2014. In 2013, we recorded a provision of €2.7 million to cover certain guarantees, which, due to an agreement we reached in relation to residual costs from our discontinued business, was completely reversed in 2014. This was offset in part by a severance payment of €0.5 million made in the fiscal year ended December 31, 2014.

3. Fiscal year ended December 31, 2012 compared to fiscal year ended December 31, 2013 a. Sales revenues and changes in inventories Our sales revenues and changes in inventories increased by €217.2 million, or 52.3%, from €415.2 million in the fiscal year ended December 31, 2012 to €632.4 million in the fiscal year ended December 31, 2013. This increase was primarily due to the full inclusion of the Rücker Group and BFFT Group in the fiscal year ended December 31, 2013. While the Rücker Group was only reflected from October 1, 2012, i.e., for a three-month period only, in the audited combined financial information for the fiscal year ended December 31, 2012, the BFFT Group was not included at all in the audited consolidated financial information for the fiscal year ended December 31, 2012. The sales revenues of the Rücker Group amounted to €189.4 million in the fiscal year ended December 31, 2012. If the inclusion had been effective by January 1, 2012, the group sales revenue would have included this amount. If, in addition the sales revenues and changes in inventories of the BFFT Group in the fiscal year ended December 31, 2013 (amounting to €50.4 million) were removed from the sales revenues and changes in inventories for the fiscal year ended December 31, 2013, then the sales revenues and changes in inventories for those two fiscal years would have increased by approximately €26.0 million, or approximately 4.7%, from approximately €556.2 million in the fiscal year ended December 31, 2012 to €582.1 million in the fiscal year ended December 31, 2013.

176 Sales revenues with third parties The following table shows our sales revenues with third parties broken down by segment for the fiscal years ended December 31, 2013 and December 31, 2012:

For the fiscal year ended December 31, 2013(1) 2012(2) (audited, (audited, (in € thousand) consolidated) combined) Vehicle Engineering ...... 387,443 252,283 Production Solutions ...... 75,427 67,686 Electrics/Electronics ...... 97,836 37,547 Others(3) ...... 59,421 58,320 Total sales revenues with third parties ...... 620,127 415,836

Changes in inventories Our changes in inventories changed from a decrease of €0.7 million in the fiscal year ended December 31, 2012 to a gain of €12.3 million in the fiscal year ended December 31, 2013. This change was primarily due to a significant increase in stock in our former tool and body system division in the fiscal year ended December 31, 2013.

177 b. Material expenses Our material expenses increased by €25.4 million, or 32.0%, from €79.5 million in the fiscal year ended December 31, 2012 to €104.9 million in the fiscal year ended December 31, 2013. The following table shows our material expenses broken down by type for the fiscal years ended December 31, 2013 and December 31, 2012:

For the fiscal year ended December 31, 2013(1) 2012(2) (audited, (audited, (in € thousand) consolidated) combined) Expenses for materials and supplies and for purchased goods ...... 32,305 30,757 Expenses for purchased services ...... 72,638 48,757 Total material expenses ...... 104,943 79,514

(1) Data for the fiscal year ended December 31, 2013 on a consolidated basis and comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (2) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. Our expenses for materials and supplies and for purchased goods increased by €1.5 million, or 5.0%, from €30.8 million in the fiscal year ended December 31, 2012 to €32.3 million in the fiscal year ended December 31, 2013. This increase was primarily due to the full inclusion of the Rücker Group and the BFFT Group in the fiscal year ended December 31, 2013 as well as changes in requirements as a result of our project mix, whereby customers required our use of certain suppliers at certain prices for certain projects. Our expenses for purchased services increased by €23.9 million, or 49.0%, from €48.8 million in the fiscal year ended December 31, 2012 to €72.6 million in the fiscal year ended December 31, 2013. Besides the effects from the full inclusion of the Rücker Group and the BFFT Group in the fiscal year ended December 31, 2013, this increase was primarily due to an increased need for services from third-party engineering services suppliers for consumer- or project-specific specialist services, or to provide support in times of under-staffing. As a percentage of our sales revenues and changes in inventories, our material expenses increased from 19.2% in the fiscal year ended December 31, 2012 to 16.6% in the fiscal year ended December 31, 2013. c. Gross profit Our gross profit increased by €187.9 million, or 52.8%, from €355.9 million in the fiscal year ended December 31, 2012 to €543.8 million in the fiscal year ended December 31, 2013. This was primarily due to the full inclusion of the Rücker Group and the BFFT Group in the fiscal year ended December 31, 2013, and was partially offset by a decrease in our other income by €3.9 million, or 19.4%, from €20.3 million in the fiscal year ended December 31, 2012 to €16.3 million in the fiscal year ended December 31, 2013, as a result of a deconsolidation effect of €4.8 million in the fiscal year ended December 31, 2012, €3.7 million of which was attributable to the deconsolidation of 67% of the limited partner’s shares in ED Work GmbH & Co. KG, which were sold to Kempfer & Kolakovic Personal Management GmbH, and €1.1 million of which was attributable to the deconsolidation of Rosata Grundstücks- Vermietungsgesellschaft mbH & Co. Objekt Fulda-West KG. As a percentage of our sales revenues and changes in inventories, our gross profit increased slightly from 85.7% in the fiscal year ended December 31, 2012 to 86.0% in the fiscal year ended December 31, 2013.

178 d. Personnel expenses Our personnel expenses increased by €140.6 million, or 57.2%, from €245.7 million in the fiscal year ended December 31, 2012 to €386.2 million in the fiscal year ended December 31, 2013. The following table shows our personnel expenses broken down by type for the fiscal years ended December 31, 2013 and December 31, 2012:

For the fiscal year ended December 31, 2013(1) 2012(2) (audited, (audited, (in € thousand) consolidated) combined) Wages and salaries ...... 323,894 201,729 Social security contributions ...... 58,103 40,567 Expenses on retirement pension plans and support ...... 3,351 3,145 Wage-related and salary-related taxes ...... 878 223 Total personnel expenses ...... 386,226 245,664

179 impairment by €12.5 million from €12.5 million the fiscal year ended December 31, 2012 to €25.0 million in the fiscal year ended December 31, 2013 as a result of the acquisition of the Rücker Group and BFFT Group. The following table shows EBIT, Adjusted EBIT and Adjusted EBIT margin as well as Adjusted Core EBIT and Adjusted Core EBIT margin derived from the audited consolidated statements of comprehensive income for the fiscal year ended December 31, 2013 and from the audited combined statement of comprehensive income for the fiscal year ended December 31, 2012 for EDAG Engineering GmbH:

For the year ended December 31, 2013(1) 2012(2) (audited (audited unless unless otherwise otherwise indicated, indicated, (in € thousand) consolidated) combined) EBIT(3) ...... 38,523 35,482 Adjusted EBIT(3) ...... 49,665 32,043 Adjusted EBIT margin (%)(4) (unaudited) ...... 7.9% 7.7% Adjusted Core EBIT(5) (unaudited) ...... 42,984 29,566 Adjusted Core EBIT margin (%)(6) (unaudited) ...... 7.7% 8.3%

(1) Data for the fiscal year ended December 31, 2013 on a consolidated basis and comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. (2) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (3) EBIT and Adjusted EBIT are non-IFRS measures. EBIT represents earnings before interest and taxes and Adjusted EBIT represents EBIT adjusted for non-recurring items. While the amounts included in EBIT and Adjusted EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, such measures are not financial measures calculated in accordance with IFRS. Accordingly, EBIT and Adjusted EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our management uses EBIT and Adjusted EBIT to assess our operating performance and as a measure of economic success of our business. In addition, we believe that EBIT and Adjusted EBIT are measures commonly used by investors. EBIT and Adjusted EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated. (4) Adjusted EBIT margin is a non-IFRS measure. Adjusted EBIT margin represents the ratio of the Adjusted EBIT over sales revenues and changes in inventories. While the amounts included in Adjusted EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (5) Adjusted Core EBIT is a non-IFRS measure. The first component of the Adjusted Core EBIT represents the sum of EBIT for our three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions), and excludes our Others segment. The second component is the purchase price allocation adjustments on a Group level which are added to the first component. These purchase price allocation adjustments relate only to the three core segments (Vehicle Engineering, Electrics/Electronics and Production Solutions). No purchase price allocation adjustments relate to the Others segment. Our management uses Adjusted Core EBIT to assess our operating performance and as a measure of success of our business. While the amounts included in Adjusted Core EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. (6) Adjusted Core EBIT margin is a non-IFRS measure. Adjusted Core EBIT margin represents the ratio of our Adjusted Core EBIT over our Core Revenue (including changes in inventories). While the amounts included in Adjusted Core EBIT margin have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, this measure is not a financial measure calculated in accordance with IFRS. Accordingly, Adjusted Core EBIT margin should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS.

180 Our Adjusted EBIT increased by €17.6 million, or 55.0%, from €32.0 million in the fiscal year ended December 31, 2012 to €49.7 million in the fiscal year ended December 31, 2013. This was primarily due to the full inclusion of the Rücker Group and the BFFT Group in the fiscal year ended December 31, 2013, as well as improved market conditions. Our Adjusted EBIT margin increased by 0.2%, from 7.7% in the fiscal year ended December 31, 2012 to 7.9% in the fiscal year ended December 31, 2013. Our Adjusted Core EBIT increased by €13.4 million, or 45.4%, from €29.6 million in the fiscal year ended December 31, 2012 to €43.0 million in the fiscal year ended December 31, 2013. Our Adjusted Core EBIT margin decreased by 0.6 percentage points, from 8.3% in the fiscal year ended December 31, 2012 to 7.7% in the fiscal year ended December 31, 2013. g. Financial result Our financial result decreased by €3.9 million from a loss of €2.9 million in the fiscal year ended December 31, 2012 to a loss of €6.8 million in the fiscal year ended December 31, 2013. This decrease was primarily due to increased interest payments as a result of the acquisitions of Rücker AG on September 24, 2012 and BFFT Gesellschaft für Fahrzeugtechnik mbH on January 18, 2013, which required additional debt financing, as well as a decrease in interest on debit balances and a higher level of net financial debt during the fiscal year ended December 31, 2013. h. Profit or loss Our profit decreased by €4.3 million, or 17.9%, from a profit of €24.2 million in the fiscal year ended December 31, 2012 to a profit of €19.8 million in the fiscal year ended December 31, 2013. This decrease was primarily due to a decrease in our earnings after taxes from discontinued operations, which decreased by €1.1 million, from a loss of €0.8 million in the fiscal year ended December 31, 2012 to a loss of €1.9 million in the fiscal year ended December 31, 2013. As a result of a provision we recorded expenses in the fiscal year ended December 31, 2013 for certain guarantees amounting to €2.7 million, which amounted to a loss of €1.9 million after considering the tax effect.

181 VII. SELECTED DATA FROM THE CONSOLIDATED/COMBINED STATEMENT OF FINANCIAL POSITION The following table shows selected financial information from the unaudited condensed consolidated interim statement of EDAG Engineering Schweiz Sub-Holding AG of financial position as of September 30, 2015 as well as from the audited consolidated statements of financial position as of December 31, 2014 and December 31, 2013 and the audited combined statement of financial position as of December 31, 2012 of EDAG Engineering GmbH:

As of As of September 30, As of December 31, January 1, 2015 2014(1) 2013(1) 2013(2) (audited, (in € thousand) (unaudited, consolidated) (audited, consolidated) combined)

182 As of As of September 30, As of December 31, January 1, 2015 2014(1) 2013(1) 2013(2) (audited, (in € thousand) (unaudited, consolidated) (audited, consolidated) combined)

Provisions for pensions and similar obligations ...... 21,715 22,358 12,018 10,698 Other non-current provisions ...... 4,315 5,004 4,399 6,710 Non-current financial liabilities ..... 160,919 162,003 197,737 6,001 Non-current accounts payable and other liabilities ...... 96 151 92 83 Non-current income tax liabilities . . . 1,460 1,460 1,460 1,335 Deferred tax liabilities ...... 11,877 10,155 18,837 15,575 Total non-current liabilities and provisions ...... 200,382 201,131 234,543 40,402 Current provisions ...... 12,173 12,767 13,083 8,384 Current financial liabilities ...... 28,729 4,858 35,648 117,948 Future liabilities from construction contracts ...... 36,099 61,618 38,579 27,575 Current accounts payable and other liabilities ...... 69,368 73,082 69,281 71,839 Income tax liabilities ...... 5,326 13,690 5,970 3,734 Provisions and liabilities in connection with assets held for sale / from discontinued operations . . . — — 4,606 — Total current liabilities and provisions ...... 151,695 166,015 167,167 229,480 Total equity, liabilities and provisions ...... 498,589 484,557 504,632 382,887

1. Total non-current assets The major items of our non-current assets are intangible assets and property, plant and equipment. a. Intangible assets As of September 30, 2015, our intangible assets amounted to €106.8 million, representing 21.4% of our total assets. Intangible assets decreased by €3.1 million, from €109.9 million as of December 31, 2014 to €106.8 million as of September 30, 2015. This decrease was primarily due to amortizations in our client list. Intangible assets decreased by €3.5 million, from €113.4 million as of December 31, 2013 to €109.9 million as of December 31, 2014. This decrease was primarily due to amortization of customer relationship assets in the amount of €4.6 million attributable to purchase price allocation from the acquisitions of the Rücker Group and the BFFT Group in the fiscal year ended December 31, 2014. Intangible assets increased by €29.0 million, from €84.3 million as of December 31, 2012 to €113.4 million as of December 31, 2013. This increase was primarily due to step-ups in customer relationship assets, order backlog and goodwill attributable to the purchase price allocation from the acquisitions of the BFFT Group.

183 b. Property, plant and equipment As of September 30, 2015, our property, plant and equipment amounted to €62.1 million, representing 12.4% of our total assets. Property, plant and equipment increased by €6.5 million, from €55.6 million as of December 31, 2014 to €62.1 million as of September 30, 2015. This increase was primarily due to refurbishment in buildings on third party properties. Property, plant and equipment decreased by €31.9 million, from €87.5 million as of December 31, 2013 to €55.6 million as of December 31, 2014. This decrease was primarily due to the sale of real estate. On December 12, 2014, we sold five buildings with a net book value of €22.5 million for a purchase price of €38.4 million. Furthermore, in December 2014, we sold one building with a net book value of €3.0 million for a purchase price of €5.3 million. The disposal of our aerospace and tool and body works businesses during the fiscal year ended December 31, 2014 also contributed to the decrease. Property, plant and equipment increased by €4.6 million, from €83.0 million as of December 31, 2012 to €87.5 million as of December 31, 2013. This increase was primarily due to the initial consolidation of the BFFT Group.

2. Total current assets The major items of our current assets are future receivables from construction contracts and current accounts receivable and other receivables. a. Future receivables from construction contracts As of September 30, 2015, our future receivables from construction contracts amounted to €139.3 million, representing 27.9% of our total assets. Future receivables from construction contracts increased by €89.0 million, from €50.4 million as of December 31, 2014 to €139.3 million as of September 30, 2015. This increase is primarily due to the fact that a majority of project billings generally take place in the fourth quarter of the financial year. Future receivables from construction contracts increased by €12.6 million, from €37.7 million as of December 31, 2013 to €50.4 million as of December 31, 2014. This increase was primarily due to an increase in sales revenues as a result of higher project volumes. Future receivables from construction contracts increased by €8.6 million, from €29.2 million as of December 31, 2012 to €37.7 million as of December 31, 2013. This increase was primarily due to the initial consolidation of the BFFT Group, as well as an increase in sales revenues as a result of higher project volumes. b. Current accounts receivable and other receivables As of September 30, 2015, our current accounts receivable and other receivables amounted to €138.9 million, representing 27.9% of our total assets. Current accounts receivable and other receivables decreased by €58.2 million, from €197.1 million as of December 31, 2014 to €138.9 million as of September 30, 2015. This decrease was primarily due to the fact that a majority of project billings from work packages generally take place in the fourth quarter of the financial year. Current accounts receivable and other receivables increased by €41.0 million, from €156.1 million as of December 31, 2013 to €197.1 million as of December 31, 2014. This increase was primarily due to an increase in other receivables as a result of outstanding amounts from sales of real estate assets. Current accounts receivable and other receivables increased by €27.8 million, from €128.2 million as of December 31, 2012 to €156.1 million as of December 31, 2013. This increase was primarily due to the initial consolidation of the BFFT Group, as well as an increase in sales revenues as a result of higher project volumes.

3. Total equity The major items of our equity are capital reserves and retained earnings. a. Capital reserves As of September 30, 2015, our capital reserves amounted to €41.3 million, representing 28.2% of our total equity. Capital reserves increased by €0.6 million, from €40.7 million as of December 31, 2014 to €41.3 million as of September 30, 2015. This increase was primarily due to

184 share-based payment transactions with cash alternatives (see “P. Corporate Bodies—IV. Remuneration and other Benefits of the Board of Directors and the Group Executive Management—4. Remuneration of the Group Executive Management”). Capital reserves increased by €0.7 million, from €40.0 million as of December 31, 2013 to €40.7 million as of December 31, 2014. This increase was primarily due to share-based payment transactions with cash alternatives. Capital reserves did not change from €40.0 million as of January 1, 2013 and as of December 31, 2013. b. Retained earnings As of September 30, 2015, our retained earnings amounted to €92.3 million, representing 63.0% of our total equity. Retained earnings increased by €24.5 million, from €67.8 million as of December 31, 2014 to €92.3 million as of September 30, 2015. This increase was primarily due to the attributable profit. Retained earnings decreased by €0.1 million, from €67.8 million as of December 31, 2013 to €67.8 million as of December 31, 2014. This decrease was primarily due combined effects of a €2.0 million increase in our legal reserve in accord with §150 of the German Companies Act, as well as a withdrawal from our other retained earnings, attributable profit of €60.0 million and the inclusion of EDAG GmbH & Co. KGaA through financing with borrowed capital in the amount of €40.0 million and an investment in kind in subscribed capital in the amount of €20.0 million in the fiscal year ended December 31, 2014. Retained earnings decreased by €2.6 million, from €70.4 million as of January 1, 2013 to €67.8 million as of December 31, 2013. This decrease was primarily due to attributable profit of €18.6 million, the acquisition of shares of fully consolidated companies from non-controlling interest in an amount of €7.6 million and dividend payments to the Selling Shareholder in the amount of €13.6 million.

4. Total non-current liabilities and provisions The major items of our non-current liabilities and provisions are provisions for pensions and similar obligations; and non-current financial liabilities. a. Provisions for pensions and similar obligations As of September 30, 2015, our provisions for pensions and similar obligations amounted to €21.7 million, representing 10.8% of our total non-current liabilities and provisions. Provisions for pensions and similar obligations decreased by €0.6 million, from €22.4 million as of December 31, 2014 to €21.7 million as of September 30, 2015. This decrease was primarily due to an increased interest rate for domestic pensions plans. Provisions for pensions and similar obligations increased by €10.3 million, from €12.0 million as of December 31, 2013 to €22.4 million as of December 31, 2014. This increase was primarily due to a decrease in the discount rate related to our defined benefit plans in Germany from 3.7% as of December 31, 2013 to 2.0% as of December 31, 2014. Provisions for pensions and similar obligations increased by €1.3 million, from €10.7 million as of December 31, 2012 to €12.0 million as of December 31, 2013. This increase was primarily due to a corresponding increase in ongoing service costs and net interest expenses. b. Non-current financial liabilities As of September 30, 2015, our non-current financial liabilities amounted to €160.9 million, representing 80.3% of our total non-current liabilities and provisions. Non-current financial liabilities decreased by €1.1 million, from €162.0 million as of December 31, 2014 to €160.9 million as of September 30, 2015. This decrease was primarily due to an ordinary redemption in connection with liabilities due to credit institutions from loans. Non-current financial liabilities decreased by €35.7 million, from €197.7 million as of December 31, 2013 to €162.0 million as of December 31, 2014. This decrease was primarily due to repayments of a loan from ATON Group Finance GmbH. Non-current financial liabilities increased by €191.7 million, from €6.0 million as of December 31, 2012 to €197.7 million as of December 31, 2013. This increase was primarily due to the completion of two long-term loans due to affiliated

185 companies taken out to finance the acquisition of the Rücker Group and the BFFT Group (see “L. Business—XII. Material Contracts—1. Financing Agreements”).

5. Total current liabilities and provisions The major items of our current liabilities and provisions are current financial liabilities, future liabilities from construction contracts, and current accounts payable and other liabilities. a. Current financial liabilities As of September 30, 2015, our current financial liabilities amounted to €28.7 million, representing 18.9% of our total current liabilities and provisions. Current financial liabilities increased by €23.9 million, from €4.9 million as of December 31, 2014 to €28.7 million as of September 30, 2015. This increase was primarily due to an increase in liabilities from loans due to related parties (VKE Versorgungskasse EDAG Firmengruppe e.V.). Current financial liabilities decreased by €30.8 million, from €35.6 million as of December 31, 2013 to €4.9 million as of December 31, 2014. This decrease was primarily due to the assignment of debt in the amount of €11.0 million. The loan from VKE Versorgungskasse EDAG Firmengruppe e.V. decreased by €20.5 million from €20.7 million as of December 31, 2013 to €0.1 million as of December 31, 2014. Current financial liabilities decreased by €82.3 million, from €117.9 million as of December 31, 2012 to €35.6 million as of December 31, 2013. This decrease was primarily due to a reallocation from current financial liabilities to non-current financial liabilities, the repayment of €25.0 million to credit institutions and the repayment of €57.8 million to the Selling Shareholder. b. Future liabilities from construction contracts As of September 30, 2015, our future liabilities from construction contracts amounted to €36.1 million, representing 23.8% of our total current liabilities and provisions. Future liabilities from construction contracts decreased by €25.5 million, from €61.6 million as of December 31, 2014 to €36.1 million as of September 30, 2015. This decrease was primarily due to the fact, that a majority of project billings from work packages generally take place in the fourth quarter of the financial year. Future liabilities from construction contracts increased by €23.0 million, from €38.6 million as of December 31, 2013 to €61.6 million as of December 31, 2014. This increase was primarily due to increased prepayments from customers. Future liabilities from construction contracts increased by €11.0 million, from €27.6 million as of December 31, 2012 to €38.6 million as of December 31, 2013. This increase was primarily due to increased prepayments from customers. c. Current accounts payable and other liabilities As of September 30, 2015, our current accounts payable and other liabilities amounted to €69.4 million, representing 45.7% of our total current liabilities and other provisions. Current accounts payable and other liabilities decreased by €3.7 million, from €73.1 million as of December 31, 2014 to €69.4 million as of September 30, 2015. This decrease was primarily due to a decrease in material expenses as described above. Current accounts payable and other liabilities increased by €3.8 million, from €69.3 million as of December 31, 2013 to €73.1 million as of December 31, 2014. This increase was primarily due to an increase in material expenses incurred, part of which, in accordance with the relevant payment terms, had not been paid as of the balance sheet date. Current accounts payable and other liabilities decreased by €2.6 million, from €71.8 million as of December 31, 2012 to €69.3 million as of December 31, 2013. This decrease was primarily due to the implementation of a policy requiring payments to suppliers of the Rücker Group and the BFFT Group within 14 days.

186 VIII. LIQUIDITY AND CAPITAL RESOURCES 1. Overview During all of the periods presented, our primary sources of liquidity were cash generated from operations, liquidity reserves, cash-pooling with the Selling Shareholder and lines of credit. For the nine-month period ended September 30, 2015, we had cash outflows from operating activities amounting to €16.3 million. As of September 30, 2015, we had cash and cash equivalent of €27.0 million and access to lines of credit in the amount of €38.5 million. In addition, we had receivables from the cash-pooling with our selling shareholder of €0.8 million. As of September 30, 2015, our financial liabilities amounted to €189.6 million. We expect to meet our working capital expenditure needs over the next twelve months through cash generated from operations. Our ability to make scheduled payments of principal and interest on, or to refinance, indebtedness, or to fund planned capital expenditures and working capital, will depend on the future performance of the Company and its ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors that are beyond our control, as well as the factors discussed under “A. Risk Factors”. We may also, from time to time, seek other sources of funding, which may include debt or equity financing, depending on our acquisition and investment strategy, our financing needs and market conditions. 2. Cash Flow The changes to the items from the statement of financial position which are shown in the statement of cash flow are not directly derivable from the statement of financial position, as effects from the currency conversion and from changes in the scope of consolidation are non- cash and disclosed separately. The following table shows selected financial information from the unaudited condensed consolidated interim statements of cash flow of EDAG Engineering Schweiz Sub-Holding AG for the nine-month periods ended September 30, 2015 and September 30, 2014 as well as from the audited consolidated statements of cash flow for the fiscal years ended December 31, 2014 and December 31, 2013 and the audited combined statement cash flow for the fiscal year ended December 31, 2012 of EDAG Engineering GmbH:

187 For the nine-month period ended September 30, For the year ended December 31, 2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (audited, (in € thousand) (unaudited, consolidated) (audited, consolidated) combined) Increase/decrease in future receivables from construction contracts, receivables and other assets that are not attributable to investing or 18,690 27,567מ 42,080מ 41,652מ 38,062מ ...... financing activities Increase/decrease in current 1,850מ 4,922 27מ 4,735מ 567מ ...... provisions Increase/decrease in accounts payables and other liabilities and provisions that are not attributable to investing or financing 14,023מ 7,766 34,050 5,557 30,800מ ...... activities Cash inflow/outflow from operating 44,788 21,029 56,718 12,152 16,259מ ..... activities/operating cash flow Deposits from disposals of tangible fixed assets ...... 5,833 793 1,934 1,130 2,320 Payments for investments in tangible 13,545מ 15,924מ 17,469מ 11,402מ 16,703מ ...... fixed assets Deposits from disposals of intangible fixed assets ...... 173 83 81 253 1,013 Payments for investments in 2,895מ 6,485מ 7,691מ 5,754מ 4,252מ ...... intangible fixed assets Deposits from disposals of financial assets ...... 29 22 604 7,142 44 Payments for investments in financial 203מ 41מ 104מ 35מ 45מ ...... assets Deposits from disposals in shares of fully consolidated companies/ divisions ...... — 14,388 30,044 — 26,640 Payments for investments in shares in fully consolidated companies / 66,422מ 48,515מ 39,995מ 39,995מ 1,096מ ...... divisions Cash inflow/outflow from investing 53,048מ 62,440מ 32,596מ 41,900מ 16,061מ ..... activities/investing cash flow Deposits from capital increases and grants from the shareholders ..... — — — — 40,050 Payments for investments in shares of fully consolidated companies from 41,478מ 14,424מ — — — ...... NCI Payments to shareholders/partners (prior year dividend, capital 1מ 14,055מ 30מ 30מ 14מ . . . (repayments, other distributions 3,954מ 6,189מ 9,560מ 1,146מ 5,535מ ...... Interest paid Borrowing of short-term financial liabilities ...... 22,142 174 — 102 87,996 Repayment of short-term financial 68,134מ 84,046מ 31,868מ 14,258מ 1,021מ ...... liabilities Borrowing of medium-term and long- term financial liabilities ...... — — 11 192,893 —

188 For the nine-month period ended September 30, For the year ended December 31, 2015 2014(1) 2014(1)(2) 2013(2) 2012(3) (audited, (in € thousand) (unaudited, consolidated) (audited, consolidated) combined) Repayment of medium-term and 338מ 954מ 35,608מ 14,000מ — ...... long-term financial liabilities 506מ 395מ 260מ 244מ 21מ ..... Repayment of leasing liabilities Repayment/investment in financial 20,078מ receivables ...... 4,872 12,085 22,541 3,047 Cash inflow/outflow from financing 6,443מ 75,979 54,774מ 17,419מ activities/financing cash flow ..... 20,423 14,703מ 34,568 30,652מ 47,167מ 11,897מ .. Net cash changes in financial funds Effect of changes in currency exchange rate and other effects 185מ 854מ 252 433 634מ . . . from changes of financial funds Financial funds at the start of period ...... 39,502 69,902 69,902 36,188 51,076 Financial funds at the end of the period ...... 26,971 23,168 39,502 69,902 36,188 of which: cash and cash equivalents ...... 26,971 23,168 39,502 68,606 36,188 of which: assets held for sale/ discontinued operations ...... — — — 1,296 — Free cash flow (FCF) – equity 8,260מ 41,411מ 24,122 29,748מ 32,320מ ...... (approach(4

(1) Operating results for the various subsidiaries disposed of during the the nine-month period ended September 30, 2014 or year ended December 31, 2014, respectively, are included only for the periods prior to their respective disposals. See “—III. Comparability of our results of operations as a result of the complex financial history of the Group” for a list of our main acquisitions and disposals. (2) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. Furthermore, our aerospace business, which was formerly part of the Rücker Group, was included in our audited combined financial information for the fiscal year ended December 31, 2012 with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. (3) Data for the fiscal year ended December 31, 2012 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. (4) Free cash flow (FCF) – equity approach is a non-IFRS measure. Free cash flow (FCF) – equity approach represents operating cash flow less investing cash flow. While the amounts included in free cash flow (FCF) – equity approach have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measure is not a financial measure calculated in accordance with IFRS. Accordingly, free cash flow (FCF) – equity approach should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Free cash flow (FCF) – equity approach, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated. a. Operating cash flow Our operating cash flow decreased, from a cash-inflow of €12.2 million in the nine-month period ended September 30, 2014 to a cash outflow of €16.3 million in the nine-month period ended September 30, 2015. This decrease was primarily due to an increased trade working capital resulting from an increase in future receivables from construction contracts due to varying agreed terms of payment, offset in part by a decrease in current trade receivables.

189 Our operating cash inflow increased by €35.7 million from €21.0 million in the fiscal year ended December 31, 2013 to €56.7 million in the fiscal year ended December 31, 2014. This increase was primarily due to an increase in earnings after tax from continuing operations that was €36.5 million higher in the fiscal year ended December 31, 2014 as compared to the fiscal year ended December 31, 2013 as a result of greater performance in our core business and certain extraordinary items. This was offset in part by an increase in working capital as a result of an increase in trade accounts receivables. Our operating cash inflow decreased by €23.8 million, or 53.0%, from €44.8 million in the fiscal year ended December 31, 2012 to €21.0 million in the fiscal year ended December 31, 2013. This decrease was primarily due to an increase in working capital in the fiscal year ended December 31, 2013 as a result of an increase in trade accounts receivables and project pre- financing. b. Investing cash flow Our investing cash outflow decreased by €25.8 million, or 61.7%, from €41.9 million in the nine-month period ended September 30, 2014 to €16.1 million in the nine-month period ended September 30, 2015. This decrease was primarily due to lower cash outflows for investments in shares of fully consolidated companies/divisions/business combinations (including EDAG GmbH & Co. KGaA), partly offset by an increase in investments in tangible assets. Our total capital expenditures increased by €3.5 million, or 20.4%, from €17.3 million in the nine-month period ended September 30, 2014 to €20.8 million in the nine-month period ended September 30, 2015. This increase was primarily driven by refurbishment in buildings on third party properties. Our investing cash outflow decreased by €29.8 million, or 47.8%, from €62.4 million in the fiscal year ended December 31, 2013 to €32.6 million in the fiscal year ended December 31, 2014. This decrease was due in large part to a €30.0 million inflow from deposits from disposals in shares of fully consolidated companies/divisions in the fiscal year ended December 31, 2014 as a result of our disposal of our aerospace subsidiaries and various other subsidiaries during the fiscal year ended December 31, 2014 (see “—II. Factors affecting results of operations—6. Acquisitions and divestments”), whereas there were no such deposits for the fiscal year ended December 31, 2013. The decrease in investing cash outflow was also due in part to lower cash outflows for payments for investments in shares in fully consolidated companies, which amounted to an outflow of €40.0 million in the fiscal year ended December 31, 2014 (related to the assumption of debt of EDAG GmbH & Co. KGaA), as compared to an outflow of €48.5 million in the fiscal year ended December 31, 2013. The decrease in investing cash outflow was also offset in part by higher total capital expenditures (including payments for investments in tangible, intangible and financial assets), which amounted to €25.3 million in the fiscal year ended December 31, 2014 as compared to €22.3 million in the fiscal year ended December 31, 2013. This increase was primarily driven by the greater number of our employees, which required investments in software, hardware, office equipment and buildings. Our investing cash outflow increased by €9.4 million, or 17.7%, from €53.0 million in the fiscal year ended December 31, 2012 to €62.4 million in the fiscal year ended December 31, 2013. This increase was primarily due to the purchase of the BFFT Group. Our total capital expenditures increased by €6.0 million, or 36.9%, from €16.2 million in the fiscal year ended December 31, 2012 to €22.3 million in the fiscal year ended December 31, 2013. This increase was primarily driven by the integration of the Rücker Group and the BFFT Group. As a consequence of having more employees as a result of these integrations, additional/increased investments in software, hardware, office equipment and buildings were required.

190 c. Financing cash flow Our financing cash flow changed by €37.8 million, from a cash outflow of €17.4 million in the nine-month period ended September 30, 2014 to a cash inflow of €20.4 million in the nine- month period ended September 30, 2015. This development was primarily due to an increase of borrowing of short term financial liabilities due to related parties (VKE Versorgungskasse EDAG- Firmengruppe e.V.). Our financing cash flow changed from a cash inflow of €76.0 million in the fiscal year ended December 31, 2013 to a cash outflow of €54.8 million in the fiscal year ended December 31, 2014. This change was primarily due to repayments of current and non-current financial liabilities of €31.9 million and €35.6 million, respectively, in the fiscal year ended December 31, 2014, as well as fewer borrowings in the fiscal year ended December 31, 2014 as compared to the fiscal year ended December 31, 2013. Our financing cash flow changed from a cash outflow of €6.4 million in the fiscal year ended December 31, 2012 to a cash inflow of €76.0 million in the fiscal year ended December 31, 2013. This change was primarily due to an increase in an indirect loan of €192.8 million for financing the purchase of the remaining shares of the Rücker Group and the BFFT Group in the fiscal year ended December 31, 2013. In return the increase is offset in part by a repayment of a shareholder loan of €57.8 million and by payment of dividends of €14.0 million to shareholders in the fiscal year ended December 31, 2013. d. Free cash flow (FCF) – equity approach Our free cash flow (FCF) – equity approach decreased by €2.6 million, or 8.6%, from an outflow of €29.7 million in the nine-month period ended September 30, 2014 to an outflow of €32.3 million in the nine-month period ended September 30, 2015. This increase in outflow was primarily due to a decrease in operating cash flow, partly offset by lower cash outflow from investing activities. Our free cash flow (FCF) – equity approach increased by €65.5 million from a cash outflow of €41.4 million in the fiscal year ended December 31, 2013 to a cash inflow of €24.1 million in the fiscal year ended December 31, 2014. This increase was primarily due to a higher operating cash flow, resulting mainly from higher earnings after taxes and deposits from disposals in shares of fully consolidated companies. Our free cash flow (FCF) – equity approach decreased by €33.2 million from a cash outflow of €8.3 million in the fiscal year ended December 31, 2012 to a cash outflow of €41.4 million in the fiscal year ended December 31, 2013. This decrease was primarily due to an increase in working capital and decreasing deposits from disposals in shares of fully consolidated companies.

191 3. Capital resources The following table shows our available liquidity from cash and cash equivalents, lines of credit and credit insurance lines from the unaudited condensed consolidated interim financial information as of September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG as well as from the audited consolidated financial information as of December 31, 2014 and December 31, 2013 and the audited combined financial information as of December 31, 2012 of EDAG Engineering GmbH:

As of As of As of September 30, December 31, January 1, 2015 2014(1) 2013(1) 2013(2) (audited, unless otherwise (unaudited, (audited, unless otherwise indicated, (in € thousand) consolidated) indicated, consolidated) combined) Cash and cash equivalents ...... 26,971 39,502 68,606 36,188 Credit bank lines (unaudited) ...... 38,500 28,500 33,500 33,500 Credit insurance lines (unaudited) ...... 17,500 17,500 17,500 15,000 Total (unaudited) ...... 82,971 85,502 119,606 82,188

(1) Data for the fiscal years ended December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. Furthermore, our aerospace business, which was formerly part of the Rücker Group, was included in our audited combined financial information for the fiscal year ended December 31, 2012 with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. For the fiscal year ended December 31, 2013, our aerospace business was classified as a “disposal group” under IFRS 5, and it was disposed of on March 31, 2014. (2) Data for the fiscal year ended January 1, 2013 on a combined basis and comprising the business of the Rücker Group with effect for accounting purposes from October 1, 2012, the date of the initial inclusion of the Rücker Group in our combined group of entities for the purposes of our audited combined financial information. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. Our credit bank lines and credit insurance lines are with third parties and give us access to additional liquidity. We increased our lines of credit from €28.5 million on December 31, 2014 and €33.5 million on December 31, 2013 to €38.5 million as of September 30, 2015 to increase our liquidity. We slightly increased our credit insurance lines during the year ended December 31, 2013 but they have since remained stable. Cash and cash equivalents were €27.0 million as of September 30, 2015 and €39.5 million and €68.6 million as of December 31, 2014 and December 31, 2013, respectively. As of January 1, 2013, cash and cash equivalents were €36.2 million. In addition to these sources of liquidity, we have also maintained a cash pooling agreement with the Selling Shareholder, which we agreed with the Selling Shareholder to terminate prior to the settlement of the Offering. As of September 30, 2015 and December 31, 2014, we had €0.8 million and €5.5 million, respectively, of cash receivables from this cash pooling.

192 4. Financial liabilities and other financial obligations a. Financial liabilities The following table shows the financial liabilities from the unaudited condensed consolidated interim statement of financial position as of September 30, 2015, the audited consolidated statements of financial position as of December 31, 2014 and December 31, 2013 and the audited combined statement of financial position as of December 31, 2012 of EDAG Engineering GmbH:

As of As of September 30, As of December 31, January 1, 2015 2014 2013 2013 (unaudited, (audited, (in € thousand) consolidated) (audited, consolidated) combined) Non-current financial liabilities ...... 160,919 162,003 197,737 6,001 Current financial liabilities ...... 28,729 4,858 35,648 117,948 Total financial liabilities 189,648 166,861 233,385 123,949

As of September 30, 2015, our financial liabilities amounted to €189.6 million (€160.9 million non-current financial liabilities and €28.7 million current financial liabilities) compared to €166.9 million as of December 31, 2014 (€162.0 million non-current financial liabilities and €4.9 million current financial liabilities), €233.4 million as of December 31, 2013 (€197.7 million non-current financial liabilities and €35.6 million current financial liabilities) and €123.9 million as of December 31, 2012 (€6.0 million non-current financial liabilities and €117.9 million current financial liabilities). The majority of our financial liability relates to two long-term loans due to affiliated companies taken out to finance the acquisition of the Rücker Group and the BFFT Group (see “L. Business—XII. Material Contracts—1. Financing Agreements”). The following table shows the maturity profile of our financial debt divided by type from the audited consolidated financial information as of December 31, 2014 of EDAG Engineering GmbH:

Term to maturity as of December 31, 2014 ≤ 1 year 1-5 years > 5 years Total (in € thousand) (audited, consolidated) Liabilities due to credit institutions ...... 3,325 3,025 — 6,350 Liabilities from loans due to third parties ...... 7 10 — 17 Liabilities from loans due to affiliated companies .... 1,213 158,800 — 160,013 Liabilities from loans due to related parties ...... 139 — — 139 Liabilities from financing leases ...... 38 168 — 206 Liabilities from derivative financial instruments ...... 136 — — 136 Total ...... 4,858 162,003 — 166,861 b. Financing leases The Group has concluded financing leases and lease-to-buy contracts for various items of technical equipment and operating and office equipment, as well as for a building complex, with third-party lessors. The following schedule shows the net book values of the leasing objects capitalized within the context of financing leasing activity from the audited consolidated financial information as of December 31, 2014 and December 31, 2013 and the audited combined financial information as of January 1, 2013 of EDAG Engineering GmbH:

As of December 31, As of January 1, 2014(1) 2013(1) 2013(2) (audited, (in € thousand) (audited, consolidated) combined) Other equipment, operating and office equipment . . 196 506 844

193 (1) Data as of December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group for the full fiscal year. Furthermore, our aerospace business, which was formerly part of the Rücker Group, was included in our audited combined financial information as of December 31, 2012. As of December 31, 2013, our aerospace business was classified as a “disposal group” under IFRS 5, and it was disposed of on March 31, 2014. (2) Data as of January 1, 2013 on a combined basis and comprising the business of the Rücker Group. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. The net book value of our capitalized other equipment, operating and office equipment decreased by €0.3 million, or 61.3%, from €0.5 million in the fiscal year ended December 31, 2013 to €0.2 million in the fiscal year ended December 31, 2014. This decrease was primarily driven by a redemption of liabilities from financing leases which exceeded new liabilities from financing leases.

The payment obligation resulting from finance leasing as of a given date is posted as a liability in the amount of the net present value of the future minimum leasing payments. In subsequent years, this liability will be reduced by the repayment portion as part of the leasing instalments. The interest share of the payments was posted to the statement of comprehensive income. In individual detail, the following table shows the future obligations result from the audited consolidated financial information as of December 31, 2014 and December 31, 2013 and the audited combined financial information as of January 1, 2013 of EDAG Engineering GmbH:

As of December 31, As of January 1, 2014(1) 2013(1) 2013(2) Minimum Minimum Minimum leasing Interest Present leasing Interest Present leasing Interest Present payments portion values payments portion values payments portion values (in € thousand) (audited, consolidated) (audited, combined)

DUE DATE Up to 1 year ...... 52 14 38 182 23 159 465 37 428 1 to 5 years ...... 198 30 168 275 42 233 422 50 372 Over 5 years ...... — — — 86 5 81 109 11 98 Total ...... 250 44 206 543 70 473 996 98 898

194 5. Contractual obligations and commercial commitments a. Contractual obligations The following table shows our contractual obligations and commercial commitments as recorded in the unaudited condensed consolidated interim financial information as of September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG as well as from the audited consolidated financial information as of December 31, 2014 and December 31, 2013 and the audited combined financial information as of December 31, 2012 of EDAG Engineering GmbH:

As of September 30, As of December 31, As of January 1, 2015 2014(1) 2013(1) 2013(2) (unaudited, (audited, (in € thousand) consolidated) (audited, consolidated) combined) Non-current financial liabilities . . . 160,919 162,003 197,737 6,001 Non-current accounts payable and other liabilities ...... 96 151 92 83 Current financial liabilities ...... 28,729 4,858 35,648 117,948 Future liabilities from construction contracts ...... 36,099 61,618 38,579 27,575 Current accounts payable and other liabilities ...... 69,368 73,082 69,281 71,839 Total ...... 295,211 301,712 341,337 223,446

These contractual obligations decreased by €6.5 million, or 2.2%, from €301.7 million in the fiscal year ended December 31, 2014 to €295.2 million in the nine-month period ended September 30, 2015. This decrease was primarily driven by a decrease of our future liabilities from construction contracts due to a decline of customer down-payments and prepayments and our non-current financial liabilities due to an ordinary redemption of loan liabilities due to credit institutions. This decrease was only partly offset by an increase of our current financial liabilities due to an extension of a current, unsecured loan from VKE Versorgungskasse EDAG- Firmengruppe e.V.

These contractual obligations decreased by €39.6 million, or 11.6%, from €341.3 million in the fiscal year ended December 31, 2013 to €301.7 million in the fiscal year ended December 31, 2014. This decrease was primarily driven by a decrease of our non-current financial liabilities due to an ordinary redemption of loan liabilities due to credit institutions as well as repayments of a loan from ATON Group Finance GmbH. Furthermore, the decrease was driven by a decline in current financial liabilities mainly due to an assignment of debt in the amount of €11.0 million and a decrease of a loan from VKE Versorgungskasse EDAG-Firmengruppe e.V. in the amount of €20.5 million in the fiscal year ended December 31, 2014. This decrease was mainly partly offset by an increase of our future liabilities from construction contracts due to an increase of customer down-payments and prepayments.

195 The following table shows our contractual obligations and commercial commitments as recorded in the audited consolidated financial information as of December 31, 2014 of EDAG Engineering GmbH by maturity:

Term to maturity as of December 31, 2014 More than 5 þ 1 year 1-5 years years Total (in € thousand) (audited, consolidated) Non-current financial liabilities ...... — 162,003 — 162,003 Non-current accounts payable and other liabilities ...... — 151 — 151 Current financial liabilities ...... 4,858 — — 4,858 Future liabilities from construction contracts . . . 61,618 — — 61,618 Current accounts payable and other liabilities . . 73,082 — — 73,082 Total ...... 139,558 162,154 — 301,712 b. Pension obligations We maintain a company pension scheme for the benefit of our employees which takes the form of defined benefit and/or defined contribution plans.

Defined contribution plans Our defined contribution plans include benefits from state and private retirement insurers, to which payments are made on the basis of statutory regulations, or on a voluntary basis. Payments to defined contribution pension plans in the Group predominantly refer to contributions to statutory pension schemes in Germany. For this type of plan, we have no further payment obligations beyond the payment of the appointed contributions. In the fiscal year ended December 31, 2014, we made contributions to defined contribution plans amounting to €27.4 million (2013: €25.5 million; 2012: €25.5 million).

Defined benefit plans Our defined benefit plans involve both direct benefits (direct pension commitments) and indirect benefits made through VKE Versorgungskasse EDAG Firmengruppe e.V. (“VKE”). The direct benefits under these plans are guaranteed life-long pension payments. In some cases, this guarantees benefits at a fixed amount, while in others, benefits vary according to length of service and employee’s salary. Old-age, disability and surviving dependents’ pensions are assured. VKE provides management services for the retirement pension schemes of Group companies. The following Group companies use VKE to manage their retirement pension schemes (“Sponsor Companies”): Š EDAG Engineering GmbH , Wiesbaden; Š EDAG Production Solutions GmbH & Co. KG, Fulda; Š EDAG Werkzeug + Karosserie GmbH , Fulda; and Š FFT Produktionssysteme GmbH & Co. KG, Fulda. VKE’s exclusive function is to manage a support fund which grants voluntary, one-off, recurring or ongoing benefits to beneficiaries pursuant to the VKE benefit plan in the event of occupational incapacity or occupational disability, and during old age. Beneficiaries can be employees and/or former employees of the Sponsor Companies, as well as their families (spouses, children) and/or surviving dependants. Benefits also extend to persons with whom the Sponsor Companies are, or have been, in an employment-type relationship. EDAG Engineering GmbH no longer entered into pension commitments for employees recruited on or after June 1, 2006. In accordance with the provisions of the pension scheme, employees

196 who are entitled to benefits receive old-age and surviving dependents’ benefits in the form of a lump-sum payment. The benefits are financed through an external fund, with the fund assets being re-invested in the form of loans in the sponsor companies.

Pension provisions The following table shows our pension provisions from the audited consolidated financial information as of December 31, 2014 and December 31, 2013 and the audited combined financial information as of January 1, 2013 of EDAG Engineering GmbH:

As of December 31, As of January 1, 2014(1) 2013(1) 2013(2) (audited, (in € thousand) (audited, consolidated) combined) Present value of obligations financed through a fund . . . 34,876 27,401 25,407 Fair value of plan assets ...... 24,448 24,559 23,795 Financing deficit/surplus ...... 10,428 2,842 1,612 Present value of obligations not financed through a fund ...... 11,930 9,176 8,889 Total deficit of the defined benefit obligations ...... 22,358 12,018 10,501 Amount not recorded as assets due to asset ceiling ..... — — 197 Recognized pension provision ...... 22,358 12,018 10,698

(1) Data as of December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group. Furthermore, our aerospace business, which was formerly part of the Rücker Group, was included in our audited combined financial information as of December 31, 2012. As of December 31, 2013, our aerospace business was classified as a “disposal group” under IFRS 5, and it was disposed of on March 31, 2014. (2) Data as of January 1, 2013 on a combined basis and comprising the business of the Rücker Group. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. Our recognized pension provisions increased by €10.3 million, or 86.7%, from €12.0 million in the fiscal year ended December 31, 2013 to €22.4 million in the fiscal year ended December 31, 2014. Our pension provisions were mainly influenced by the development of the discount rate (changes in the financial assumptions) which increases or decreases the present value of obligations financed through a fund and not financed through a fund. In the fiscal year ended December 31, 2014 there were changes in the financial assumptions with an effect of €9.6 million. In addition, the increase from December 31, 2013 to December 31, 2014 was mainly related to an increase in ongoing service period costs of €1.4 million. The increase from January 1, 2013 to December 31, 2013 mainly resulted from an increase in ongoing service period costs of €1.5 million.

IX. OFF-BALANCE SHEET ARRANGEMENTS 1. Sale-and-leaseback transaction Pursuant to a sale-and-leaseback transaction, we entered into a sales agreement dated December 12, 2014 to sell five buildings with a net book value of €22.5 million as of December 12, 2014 to “Zweite FOM Objekt GmbH & Co. KG, Heidelberg” for a total purchase price of €38.4 million which is recorded as other receivables as of December 31, 2014. Until the final purchase price payment, we will hold 49% of the shares in “Zweite FOM Objekt GmbH & Co. KG, Heidelberg”. The transfer of economic property took place on December 29, 2014. The transaction resulted in a gain of €15.9 million in the financial year 2014 recorded in our other income. At the same time, we entered into long-term leases with “Zweite FOM Objekt GmbH & Co. KG, Heidelberg” (each with maturity December 31, 2029). These lease contracts are expected to result in annual rental expenses totaling €3.1 million in the coming years. Also see “L. Business—XII. Material Contracts—3. Agreements relating to Real Estate— b. Sale-and-lease- back of five properties in Fulda, Cologne, Ingolstadt and Recklinghausen.”

197 2. Operating leases Our obligations from non-cancelable operating leases mainly existed for commercial property rental agreements, motor vehicles and technical equipment. As of December 31, 2014, the expenses of operating leases posted to the profit or loss amounted to €26.7 million, as compared to €24.6 million as of December 31, 2013 and €14.9 million as of December 31, 2012. The following table shows the future minimum leasing payments from operating-leasing business areas from the audited consolidated financial information as of December 31, 2014 and December 31, 2013 and the audited combined financial information as of December 31, 2012 of EDAG Engineering GmbH:

As of December 31, 2014(1) 2013(1) 2012(2) (audited, (in € thousand) (audited, consolidated) combined) Future expenses from reporting year +1 ...... 22,663 16,781 14,720 Future expenses from reporting year +2 to 4 ...... 36,694 21,094 15,800 Future expenses from reporting year +5 et seqq...... 38,956 7,862 3,412 Total ...... 98,313 45,737 33,932

Of these, the following future minimum leasing payments existed which result from sale-and- leaseback transactions from the audited consolidated financial information as of December 31, 2014 and December 31, 2013 and the audited combined financial information as of December 31, 2012 of EDAG Engineering GmbH:

As of December 31, 2014(1) 2013(1) 2012(2) (audited, (in € thousand) (audited, consolidated) combined) Future expenses from reporting year +1 ...... 3,983 450 450 Future expenses from reporting year +2 to 4 ...... 15,140 1,801 1,801 Future expenses from reporting year +5 et seqq...... 31,900 463 914 Total ...... 51,023 2,714 3,165

(1) Data as of December 31, 2014 and December 31, 2013 on a consolidated basis and each comprising the business of the Rücker Group and the business of the BFFT Group. Furthermore, our aerospace business, which was formerly part of the Rücker Group, was included in our audited combined financial information as of December 31, 2012. As of December 31, 2013, our aerospace business was classified as a “disposal group” under IFRS 5, and it was disposed of on March 31, 2014. (2) Data as of December 31, 2012 on a combined basis and comprising the business of the Rücker Group. Data excludes the business of the BFFT Group, which was acquired with effect for accounting purposes from January 1, 2013. Obligations from non-cancelable operating leases mainly existed for commercial property agreements, IT leasing, motor vehicles and technical equipment. For the fiscal year ended December 31, 2014, no conditional lease payments recognized in profit or loss were made, as compared to none for the fiscal year ended December 31, 2013 and €12 thousand for the fiscal year ended December 31, 2012. As of December 31, 2014, there were no expenses from sublease payments, as compared to €52 thousand as of December 31, 2013 and €50 thousand as of December 31, 2012.

198 X. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK 1. Risk management principles In order to finance our business activities, we make use of financial instruments including bank loans and overdraft credits, financing leases, debts from deliveries and services and loans. We also have at our disposal various financial assets such as securities, accounts receivable, cash and short-term investments resulting directly from our business activities. With regard to these financial instruments, we are subject to risks resulting from changes in exchange rates and interest rates, as well as to liquidity and credit risks. We aim to limit these risks by means of on-going operative and finance-oriented activities as part of our financial risk management, employing selected derivative and non-derivative hedging instruments. Generally, security is provided only against risks that will affect our cash flow. The derivative financial instruments employed by the Company primarily include foreign exchange futures and interest rate caps. The purpose of the derivative financial instruments is to provide security against interest and currency risks resulting from our business activities and our funding sources. Derivative financial instruments are used solely as hedging instruments, and are not used for trading or other speculative purposes. The key goals underlying our financial policy are defined annually by the Executive Board and are monitored by the Supervisory Board. The Group Treasury is responsible for the implementation of the financial policy and for on-going risk management.

2. Credit risk Through our business and financing activities, we are exposed to the risk of default by counterparties. We only enter into agreements with counterparties that we deem creditworthy. We conduct a credit assessment of almost all of the customers who wish to purchase goods and services on a credit basis. Our counterparties primarily consist of large corporations, particularly international OEMs from the automotive industry. The credit risk of international OEM counterparties is generally considered low, and as a result we do not subject them to any separate monitoring of creditworthiness. The creditworthiness of non-OEM counterparties is automatically monitored. Specific value adjustments are made to address any risk of default. The maximum risk in the event of non-payment by a counterparty is reflected in the book values of the financial assets recorded in our statement of financial position (including derivative financial instruments with positive market values). As of December 31, 2014, there were no significant agreements in existence that would reduce the maximum default risk (such as offsetting agreements). As of December 31, 2014, we were exposed to a maximum default risk of nil (December 31, 2013: nil; January 1, 2013: €3.2 million) as a result of financial guarantees given.

3. Liquidity risk The management of each individual Group company is generally responsible for monitoring that entity’s solvency. We seek to ensure that funding requirements are continually met by making use of overdraft accounts, inter-company loans and leases. Individual Group companies send reports to the parent company on a weekly basis so that the liquidity of the individual Group companies can be monitored centrally. The information in these reports is submitted to Group management on a weekly basis for risk control purposes. Although we consider this liquidity risk to be low, we secure our liquidity by way of lines of credit from external sources. We also maintain a cash-pooling agreement with the shareholder. There is currently no indication of a potential risk of default on account of a deterioration in the solvency of the Selling Shareholder. At the present time, the Selling Shareholder has at its disposal a significant equity base, liquidity reserves and funding lines. The Selling Shareholder maintains control functions to monitor our financial condition.

199 Until the third quarter of the fiscal year ended December 31, 2013, we sold certain customer receivables to a factorer as an additional source of short-term financing. As a result, the risk of default for receivables sold in this way was transferred directly to the factorer and was reduced accordingly on our statement of financial position.

4. Market risks a. Interest risks Our business is primarily financed through fixed-interest loans from the shareholder or one of its subsidiaries and/or related companies, as well as through the VKE Versorgungskasse EDAG- Firmengruppe e.V. Because of this financing structure, we do not believe that we are subject to any significant risk posed by fluctuations of market interest rates. Changes to market interest rates of original, fixed-interest financial instruments do not affect our results unless they are valued at their attributable fair values. Accordingly, no financial instruments with a fixed interest rate valued at carried-forward acquisition costs are subject to risk due to changes in interest. As of December 31, 2014, we did not hold any variable interest-bearing financial instruments. The interest rate of our overdraft liabilities is derived from a standard, fluctuating reference rate and a company-specific credit margin. The interest rate for fixed-interest financial instruments is defined only up to the maturity date of the given financial instrument. Our other financial instruments are not interest-bearing, and therefore not subject to risk from changes in interest. b. Currency risks We are exposed to currency-related risks arising from financing and operating activities. We hedge against foreign currency risks to the extent they could have a significant effect on our cash flow. However, we generally do not hedge against foreign currency risks that would not affect our cash flow, such as risks resulting from the conversion of assets and liabilities of company units located abroad into our reporting currency. Foreign currency risks from financing activities result from financial liabilities in foreign currencies and foreign currency loans. We use currency derivatives to convert financial obligations and intra-group loans denominated in foreign currencies into the Group companies’ functional currencies. As of December 31, 2014, we had hedged against currency risks relating to receivables and liabilities denominated in USD, JPY, PLN, SEK and RUB. As a result of these hedging activities, we were not exposed to any significant currency risks from financing activities as of December 31, 2014. Individual Group companies conduct most of their business operations in the functional currency of their domicile. As a result, we consider our currency risk from current operating activities to be moderate. However, certain Group companies are exposed to currency risks in connection with planned payments in currencies other than their own functional currency. In general, we use currency derivatives to hedge these payments. As a result of these hedging activities, we were not exposed to any significant currency risks in our operative segments as of December 31, 2014. c. Sensitivity analysis For the presentation of market risks, IFRS 7 requires sensitivity analyses that show the effects of hypothetical changes of relevant risk variables on profit or loss and shareholders’ equity. These periodic effects are determined by relating the hypothetical changes in the risk variables to the balance of financial instruments on a given reporting date. It is assumed that the balance on the reporting date is representative of the entire year.

200 Currency risks as defined by IFRS 7 arise as a result of financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature. Differences resulting from the translation of financial statements into our presentation currency are not taken into consideration. The currency sensitivity analysis is based on the following assumptions: Š Major non-derivative monetary financial instruments (i.e., liquid assets, receivables, interest- bearing liabilities, finance lease liabilities and non-interest-bearing liabilities) are either directly denominated in the functional currency, or transferred to the functional currency through the use of derivatives. As a result, changes in exchange rates have no effect on results or equity capital. Š We are subject only to currency risks from currency derivatives which are part of neither a hedging relationship as defined by IAS 39, nor a hedging relationship with on-balance-sheet underlying transactions (i.e., a natural hedge). These derivatives serve as hedges for planned items. Exchange rate fluctuations in the currencies on which such financial instruments are based affect other operating expenses or income, as any currency losses or gains from the underlying transactions are also shown here (i.e., net gain or loss from the adjustment of financial assets to fair value). The following table shows the sensitivities of foreign currencies towards the Euro in the event of a 10% appreciation or devaluation on the fair-value of the cover transaction in the foreign currency:

As of December 31, January 1, 2014 2013 2013 (audited, (in € thousand) (audited, consolidated) combined)

CURRENCY SENSITIVITIES 10% appreciation EUR/USD...... 105 89 143 52מ 26מ EUR/JPY...... 13 232מ — — ...... EUR/HUF — — 142מ ...... EUR/SEK EUR/RUB...... 4 — — — — 46מ ...... EUR/PLN 141מ 63 66מ ...... Total revaluation 10% devaluation 296מ 34מ 415מ ...... EUR/USD 12236מ ...... EUR/JPY EUR/HUF...... — — 250 EUR/SEK ...... 159 — — — — 12מ ...... EUR/RUB EUR/PLN ...... 49 — — 10מ 12מ 220מ ...... Total devaluation

5. Other price risks We are not exposed to any significant risks relating to risk variables in the pricing of financial instruments, such as pricing by stock exchange or indices.

XI. CRITICAL ACCOUNTING POLICIES The consolidated financial statements included in this offering memorandum have been prepared on the basis of historical acquisition and production costs, except for information relating to specific financial instruments, which are reported on the basis of the attributable fair value.

201 The key accounting policies used to prepare the consolidated financial statements are as follows:

1. Realization of income and expenses Sales revenues are measured at the attributable fair value for the consideration received or to be received for the sale of goods and services within the context of the ordinary business activity, less the price reductions and volume discounts granted by the Company. VAT and other duties are not taken into account. Income is reported if the economic benefit is likely to accrue to the Group, and the amount of the income can be reliably ascertained. For the sale of goods and services, this corresponds to the point in time at which ownership and risk are transferred, or the service is performed. Income from customer-specific production orders is reported as income with reference to the degree of completion if the result of the production order can be reliably estimated (i.e., the percentage of completion method). This method is used only if the total income, any costs incurred up to the date of the statement of financial position, any costs anticipated until the order has been completed and the degree of completion can be reliably ascertained. The degree of completion is ascertained on the basis of the costs incurred by the date of the statement of financial position as a percentage rate of the total costs estimated for the given project. If the result of a production order cannot be reliably estimated, income is only posted to the extent to which the costs incurred can be recovered (i.e., the zero-profit method). In the statement of financial position, the parts of the order for which income has been accounted for with the percentage of completion method are posted to accounts receivable after deducting any advance payments received. Expected losses from customer-specific production orders are initially offset on the asset side with the status as of the reference date, and the remainder is immediately posted in its full amount as pending loss. If the sale of products encompasses an ascertainable partial amount for subsequent services (i.e., multi-component contracts), the attributable sales revenues are accrued and released over the term of the contract, affecting net income. Release is generally proportional to the anticipated cost behavior pattern. Interest income and expenses are posted on a pro rata temporis basis, applying the effective interest method. Dividends are recorded when entitlement is legally effective. Operating expenses are posted as costs when the service is utilized, or at the time they are incurred. The regulations and definitions set out in IFRS 15 are not yet mandatory but will replace the contents of IAS 18 “Revenue” and of IAS 11 “Construction Contracts” beginning in 2018. According to IFRS 15, revenue is to be recognized when the customer obtains control of the promised goods and services, and can benefit from them. Under the current standard, the critical point is the transfer of significant chances and risks set out in IAS 18 “Revenue”. The new standard establishes a five-step model for recognizing revenue, requiring the identification of the contract with a customer and of the performance obligations in the contract, the determination of the transaction price of the contract and the price allocated to each separate performance obligation, and the recognition of revenue for each performance obligation as soon as the promised goods have been delivered or services rendered, or the customer has obtained control of the goods/services. Predetermined criteria are applied to determine whether the satisfaction of a performance obligation occurs at a point in time or over time. With multi-component contracts in particular, this could lead to significant changes in evaluation, due to the different times at which revenue is recognized and to the distribution of the transaction price to separate performance obligations. We in the process of assessing the impact of IFRS 15 on our accounting practices.

2. Research and development costs For accounting purposes, research costs are defined as costs relating to targeted investigations which are intended to deliver new scientific or technical findings and insights. Development

202 costs are defined as expenses relating to the application of research results or technical knowledge in production, production processes, services or goods prior to the commencement of commercial production or use. We primarily provide customers with development services which can then be capitalized within the context of a customer project and subsequently accounted for. Research costs are immediately posted to the income statement. Development costs are capitalized if they fulfil specific, precisely defined valuation criteria (IAS 38.57). Capitalization is effected if the development activity is sufficiently certain to lead to future inflows of funds which will also cover the corresponding development costs. Production costs include directly attributable costs and directly attributable material and production overheads, and also interest on borrowed capital where applicable. Depreciation begins on completion of development, when the asset is available for use. Depreciation is on a straight-line basis over the period during which sales revenues are anticipated. During the development period, in which the asset is not yet in use, it is reviewed annually with regard to impairment.

3. Other intangible assets Intangible assets are posted as per IAS 38 (“Intangible Assets”), and capitalized accordingly if (a) the intangible asset is identifiable (i.e., it is separable or results from a contractual or other right), (b) it is likely that the future economic benefit (e.g., liquid funds or other benefits, such as cost savings) which results from the asset which will flow to the Company and (c) the costs of the intangible asset can be reliably measured. Our intangible assets include customer relations, concessions, industrial property rights and similar rights, IT software, goodwill and capitalized development costs. Intangible assets acquired for consideration are capitalized at acquisition cost and written off over their useful life. The depreciation of intangible assets, with the exception of goodwill, is always carried out on a straight-line basis, over the following periods:

Asset Years Customer relations ...... 8–10 Capitalized orders on hand ...... 1 Capitalized development services ...... 3–5 Concessions, industrial property rights and similar rights ...... 4–6 IT software ...... 3–8

Depreciation begins as soon as the asset can be used (i.e., when it is at the location and in the condition necessary for it to be capable of operating in the manner intended by management). Impairments are accounted for by means of unscheduled depreciation. Should reasons for unscheduled depreciation be discontinued, corresponding write-ups are carried out to the recoverable amount, which must not exceed the acquisition costs carried forward. The development costs for a project are only capitalized as an intangible asset if the technical implementation, the intention of completion and the utilization or sale of the intangible asset can be demonstrated. Production costs cover the directly and indirectly attributable costs, and, in the case of qualified assets in accordance with IAS 23, borrowing costs incurred during the production period. These costs are amortized on a straight-line basis over their estimated useful life, which is not to exceed five years. In cases in which no own intangible asset can be recognized, the development costs are recognized as expenses in the period in which they occur. Goodwill is checked for possible impairment once a year. In the event of incidents or changed circumstances indicating a possible reduction in value, the impairment review is to be carried out more frequently.

203 4. Impairment At the date of each statement of financial position, or more frequently if incidents indicate the necessity, we check the book values of our intangible assets and property, plant and equipment to determine whether or not there is any evidence indicating impairment. If impairment is indicated, the recoverable amount of the asset in question is ascertained and compared with its book value to determine the value of any adjustment that might be necessary. If it is not possible to determine a recoverable amount for an individual asset, the recoverable amount is determined for the narrowest identifiable group of assets which generates cash and to which the individual asset can be allocated (“cash generating units”). The goodwill value or company value is then divided and assigned to the cash generating unit, and recoverability is checked at this level. The cash generating unit residual book value is compared with the recoverable amount (i.e., with the greater of net sales price or value in use). The net sales price is the revenue which can be achieved by selling an asset in a transaction using market conditions between two qualified parties willing to enter into a contract (i.e., attributable fair value), less disposal costs. We first determine the value in use in the course of the impairment test. If the value in use is lower than the book value, the net disposal value after deduction of the disposal costs is determined. The cash generating unit’s value in use is equal to the cash value of the cash flow which, taking into account the continual usage of the strategic business unit and its disposal, can be expected at the end of its useful life. Payment prognosis is based on the current, long-term plans of the Group. The planning period is three years. The cost of capital is calculated as the weighted average of the equity and debt capital costs. The primary factor in this calculation is the proportion of equity and debt capital costs over the total capital. The equity cost rate is determined with the Capital Asset Pricing Model, from a zero-coupon bond interest rate with a time to maturity of 30 years plus a risk premium equivalent to one of the separate cash generating units. Return on equity for the fiscal year ended December 31, 2014 was 9.70% (2013: 10.60%; 2012: 9.40%). For the fiscal year ended December 31, 2014, the borrowing costs used amounted to 1.33% (2013: 2.45%; 2012: 2.45%), representing long-term funding conditions. Both components were derived from information on the capital market and represented an interest rate before tax. The resulting weighted average cost of capital for the fiscal year ended December 31, 2014 was 9.00% (2013: 10.20%; 2012: 9.05%). There are no specific capitalization rates for the segments, as the peer group is identical in all cases. The planning is based on expectations with regard to the future development of the global economy, on assumptions derived from the development of the engineering market, and on concrete customer commitments relating to individual projects. A perpetuity growth rate of 1% was applied for the fiscal year ended December 31, 2014 (2013: 1%). In cases in which the book value of the cash generating unit is higher than its recoverable amount, there is a depreciation loss in the amount of the difference. Taking the amount of this adjustment, which is posted as expense, the goodwill of the given strategic business unit is amortized. Any remaining sum is distributed across the other assets of the relevant strategic business unit in proportion to their book values. The following table shows our cash generating units along with their goodwill:

As of December 31, 2014 2013 2012 (audited, (in € thousand) (audited, consolidated) combined) Vehicle Engineering ...... 44,340 44,340 44,340 Production Solutions ...... 185 185 185 Electrics/Electronics ...... 19,378 19,378 3 Total ...... 63,903 63,903 44,528

204 For the fiscal years ended December 31, 2014, 2013 and 2012, there was no need for adjustments to be made to goodwill. Even if the equity cost rate increased by 100 basis points, there would still be no need for any adjustment to be made to the other cash generating units. If the reasons for unscheduled depreciation cease, corresponding write-ups are carried out. Write-ups are only carried out if changes have been made to the estimates used to determine the recoverable amount since the last time the expense incurred for impairments was recorded. In this case, the book value of the asset is increased to its recoverable amount, but not more than its carried-forward acquisition cost without taking into account any expense for impairment. Unscheduled depreciation of goodwill is not corrected by means of write-ups. Unscheduled depreciations and write-ups are recorded as operating results in the statement of comprehensive income if continued operations are involved. However, this does not apply to newly rated assets if the profit/loss arising from the re-evaluation is recorded under equity. In this case, the depreciation is recorded in equity up to the amount from a previous re-evaluation.

5. Provisions According to IAS 37, a provision (a debt the maturity and/or amount of which is uncertain) is created if a current legal or factual obligation resulting from past events exists vis-à-vis third parties, it is likely that the settlement of the obligation will result in an outflow of resources and the amount of the provision can be reliably determined. Provisions are valued at their anticipated repayment amount and are not offset against refund claims. Provisions that are based on a large number of similar types of events are accounted for at their expected value. All non-current provisions (with a term of more than one year) are posted with the anticipated, discounted amount to be paid on the date of the statement of financial position. The amount to be paid also includes the cost increases to be taken into account on the date of the statement of financial position. If many similar types of obligations exist, as in the case of a statutory warranty, then the probability that an outflow will be required in settlement is determined on the basis of this group of obligations. A provision is also posted as a liability if the probability of an asset impairment is negligible in relation to an individual obligation included in such a group of obligations.

6. Pensions and other post-employment benefits We have both defined benefit and defined contribution-based pension plans. Defined contribution-based pension plans require us to pay fixed contributions into a non-Group company (i.e., a fund). We are under no legal or actual obligation to pay additional contributions if the fund fails to have sufficient assets to meet the pension entitlements of all employees from the current and previous fiscal years. By contrast, defined benefit plans typically define a pension benefit volume that the employee will receive on reaching retirement age, depending on one or more factors such as age, length of service and salary. The provision for defined benefit pension plans recognized in the statement of financial position corresponds to the net present value of defined benefit obligations on the date of the statement of financial position, less the fair value of the plan assets. The defined benefit obligation is calculated annually by an independent actuarial expert using the projected unit credit method. The accounting valuation of the obligations is based on various estimates. Assumptions are made in particular with regard to long-term trends in the development of salaries and pensions, and to average life expectancy. Assumptions relating to salary and pension trends are based on developments observed in the past, and also take into account country-specific interest and inflation rates and relevant developments in the labor market. Acknowledged biometric bases for calculation form the basis for estimating average life expectancy. The interest rate used to discount the future payment obligations is derived from premium corporate bonds with corresponding currencies and maturities.

205 Re-evaluations based on experience-related adjustments and amendments to actuarial assumptions are recognized in other comprehensive income (in equity) in the period in which they occur. Adjustments to an employment period are expensed immediately. With the exception of the interest components, which are recognized in the financial result, pension costs are posted under personnel costs. With defined contribution plans, we pay premiums to public or private pension insurers on the basis of a legal or contractual obligation, or on a voluntary basis. We have no further payment obligations beyond payment of the premiums. The premiums are recognized in personnel expenses on maturity. Prepaid contributions are recognized as assets to the extent that there is a right to repayment or a reduction in future payments.

7. Estimates (assumptions) Presentation of the consolidated financial statements in accordance with IFRS requires qualified estimates for several items from the statement of financial position which have an effect on the basis and valuation in the statement of financial position and statement of comprehensive income. The amounts that are actually realized can deviate from these estimates. These estimates relate to ascertaining the useful life of property, plant and equipment and intangible assets that are subject to wear and tear, the measurement of provisions, the valuation of investments and other assets or liabilities. Although adequate account is taken of existing uncertainties during valuation, actual results can still deviate from the estimates. In the following situations, the assumptions made on the date of the statement of financial position are of particular significance: Š The estimate of order costs and income is an important criterion for realizing profit according to performance progress pursuant to IAS 11. The result of a construction contract can only be reliably estimated if the economic advantages arising from the contract are likely to go to the Company. Assumptions are also used as the basis on which probability is assessed. Management continually reviews all estimates required for construction contracts, adjusting them wherever necessary. Š Deferred tax assets are also recorded for tax losses carried forward. Their viability depends on future taxable results of the respective Group company. If there is any doubt regarding the realization of losses carried forward then no deferred taxes are posted. Š Pension provisions are influenced by assumptions regarding the future development of wages and salaries or pensions, as well as by the interest, portfolio structure and anticipated performance of the plan assets of pension funds. If the assumptions made fail to materialize, this will result in an actuarial surplus or shortfall, which is offset with the retained earnings and does not affect income. Š Other provisions also cover risks from legal disputes and legal action. In addition to an assessment of the situation and claims awarded in similar cases, the results of comparable legal actions and independent legal opinions are also taken into consideration, as are assumptions regarding the probability of occurrence and the scope of possible claims, in order to determine the amount of a provision. Actual costs can deviate from these estimates. When discounting non-current provisions, assumptions are made regarding the interest rate to be used. Š Unscheduled amortization (impairments) on assets is carried out in the case of impairment. An impairment test is carried out for goodwill and intangible assets with an indefinite useful life if specific events indicate a possible impairment, but in any event at least once a year. In the impairment test, the carried-forward book values of the assets are compared with the recoverable amount of the assets. The recoverable amount is the higher of the net disposal price or value in use of the asset. In order to determine the value in use, it is necessary to estimate and discount cash flows. The estimated cash flows and the assumptions made are based on whatever information is available on the date of the statement of financial position, and can deviate from actual developments.

206 Š Assets, liabilities and provisions held for sale are subject to two fundamental uncertainty factors: first, the way in which negotiations develop, with possible loss of control; and second, changes in value from ongoing activities, with possible loss of control. Š When accounting for leases, an assessment must be made of whether the main opportunities and risks associated with the ownership of the property have been transferred. On the basis of this assessment, the leased object is then allocated to either the lessee or the lessor. If they are being recognized for the first time, assets and liabilities from finance leases are recorded at the lesser of fair value or the cash value of the minimum leasing payments. The determination of fair value is regularly associated with estimates regarding the cash flows resulting from utilization of the leased object and the discount rate used. Š The useful lives of depreciable assets are determined on the basis of the anticipated usability of the assets and are based on estimates. Empirical values for comparable assets are used as a basis for orientation. The estimated service lives of intangible assets and property, plant and equipment are examined at the end of each fiscal year and adjusted as necessary.

XII. INFORMATION FROM THE AUDITED OPENING STATEMENT OF FINANCIAL POSITION AS OF NOVEMBER 2, 2015 Selected information from the audited opening statement of financial position of the Company in accordance with IFRS as of November 2, 2015 is presented below. The opening statement of financial position is included on pages F-132 et seqq. in the financial section.

As of November 2, 2015 (in € thousand, converted at an exchange rate of CHF 1.09 as of November 2, 2015) (audited) ASSETS Cash and cash equivalents ...... 920 Total current assets ...... 920 Total assets ...... 920

LIABILITIES &EQUITY Share capital ...... 920 80מ ...... Capital reserves Retained earnings ...... 0 Total Equity ...... 840 Current accounts payable and other liabilities ...... 80 Total current liabilities ...... 80 Total equity and liabilities ...... 920

Equity consists of the fully paid-in share capital in the amount of €920 thousand (converted at an exchange rate of CHF 1.09 as of November 2, 2015 as shown in the audited opening statement of financial position of the Company as of November 2, 2015) as of November 2, 2015. For information on the contemplated Contribution see “C. The Offering—I. Subject Matter of the Offering”.

207 K. MARKETS AND COMPETITION

I. OVERVIEW Engineering services have become an important pillar contributing to the success of the automotive industry. OEMs are increasingly reducing their degree of vertical integration by transferring tasks and responsibilities to a variety of players along the value chain. For example, they are sourcing vehicle components from suppliers and outsourcing research and development (“R&D”) activities to ESPs like EDAG. Within the automotive value chain, there are a number of development activities which, in parts or their entirety, can be carried out by ESPs. For instance, ESPs are often involved in early-stage concept development (approximately 60 months prior to start of production), where new vehicles or technologies are defined. Likewise, they may also play an important role in the supervision of serial production (typically 84 or more months after start of production), where the focus typically lies on continuous functional or cost-driven production advancements, as well as model facelifts (i.e., mid-generation refresh of the vehicle, which often include usually minor styling alterations and engine upgrades) and derivative development. Between the two antipodes of concept development and series production management, ESPs are generally involved in the design of concept/show cars, interior and exterior design, component development and systems integration as well as simulations and testing. Smaller ESPs thereby tend to develop components, modules and systems, while larger ESPs such as EDAG are also capable of developing entire vehicles. Apart from product and process development, ESPs also provide complementary services such as cost calculations and budgeting, technical documentation, project management or configuration of production facilities. The global automotive ESP market reached a value of €15.3 billion in 2014 and is expected to grow at a CAGR of 6.7% to a value of €22.6 billion in 2020. In 2014 the top 10 largest ESPs contributed €5.3 billion to the overall market and – due to certain market dynamics described below – are expected to grow at a CAGR of 9.9% to a value of €8.4 billion in 2020 (source: A.T. Kearney Report).

II. THE CHARACTERISTICS OF THE AUTOMOTIVE INDUSTRY AND ITS EFFECTS ON THE ESP MARKET, IN PARTICULAR WITH REGARD TO GERMANY Although the automotive ESP market is not directly linked to vehicle production volumes, the development of global vehicle markets nevertheless impacts OEMs and suppliers and thus, indirectly, also ESPs. Automotive sales and production volumes depend on customer demand, which in turn is influenced by a confluence of macroeconomic and individual factors, including the economic environment, consumer confidence, changing demographics (growing population, increase of median age and urbanization), levels of disposable income and availability of consumer finance. Regulation and government policies, such as the “scrappage” schemes introduced to promote the replacement of old vehicles in the United States and Europe as a reaction to the financial crisis in 2009, also typically have a temporary impact. In 2014, approximately 87.4 million passenger cars and light-commercial vehicles were produced worldwide compared to 67.6 million units in 2008 (CAGR 2008-2014: 4.4%). Global car production is expected to reach 102.8 million units in 2020, which represents a 2.7% CAGR for the period from 2014 to 2020 (source for all production figures: IHS/Global Insight). Despite a geopolitically tense environment, the global automotive industry continued to grow in 2014. The size of the global car market in terms of units produced increased with the three largest markets of China, the USA and Western Europe recording growth. Even in Western Europe a positive development was recorded after five years of negative growth, with new registrations rising by 5% to 12.1 million cars. German OEMs produced almost 15 million cars last year, 9.3 million of which were manufactured at sites outside Germany and 5.6 million of which were produced domestically. One in five cars sold in 2014 belonged to a German brand (source: VDA Annual Report 2015).

208 For many years, the German automotive industry has been the most important industrial branch in Germany. Today, the German automotive industry contributes substantially to the German economy and the country’s competitiveness in international markets, accounting for 13% of Germany’s GDP in 2013 (source: berylls/VDA study; includes cars, commercial vehicles, trailer, platforms, components, suppliers and ESPs). The success of the German automotive industry is predominantly driven by innovation and high quality engineering which are also key aspects that influence the ESP market on a global basis.

1. Innovation and R&D expenditure Over the last 50 years, several groundbreaking innovations in the fields of safety, fuel efficiency, CO2 emissions, and connectivity can be associated with the German automotive industry. These include the airbag, Anti-lock Braking System (ABS), Electronic Stability Program (ESP), Turbo Diesel Injection (TDI), catalytic converter, dual-clutch transmission, aluminum and carbon bodies, Advanced Driver Assistance Systems (ADAS) and recent developments in autonomous driving. “Engineering Made in Germany” has therefore become a strong selling point, which, among other factors, is a result of Germany’s success and innovation leadership in the automotive industry. In 2014, the automotive industry was Germany’s most research-intensive sector. In-house R&D spending amounted to €17.6 billion. Compared with 2013, the German automotive industry increased its R&D expenditure by 6% and represented almost one third (31%) of the German economy’s total R&D expenditure. The German automotive industry accounts for a third (34%) of the industry’s total worldwide R&D expenditure (source: VDA Annual Report 2015). In addition to boosting the efficiency of the conventional combustion engine, reducing CO2 emissions and optimizing (production) processes, R&D efforts focus on alternative drive systems, e-mobility, increased vehicle safety, vehicle networking and automated driving as well as the development of assistance systems. The German automotive industry is investing significantly in these new technologies (source: VDA Annual Report 2015). On a global basis, R&D expenditure, as a percentage of total revenue, has proven to be more or less stable over the last cycle (as shown in the chart below for the period from 2007 to 2014) ranging between 3.3% and 4.3% of global OEMs’ annual revenue (source: A.T. Kearney Report). Meanwhile, R&D spending of the five major OEMs in Germany (Audi, Porsche, Volkswagen group (excluding Audi and Porsche), BMW and Daimler), as a percentage of total revenue, exceeded overall industry levels on a consistent basis, ranging between 4.4% and 5.2% and reflecting a focus on technologically leading, high-quality cars. R&D expenditures (% of revenues) 5.2% 4.9% 5.0% 5.0% 4.7% 4.7% 4.5% 4.4% 0.6% 1.1% 1.4% German OEMs1 1.0% 0.7% 0.7% 1.3% 1.7%

4.3% OEM average 3.8% 3.7% 3.8% 3.7% 3.7% 3.4% 3.3% expenditure

2007 2008 2009 2010 2011 2012 2013 2014

1. Audi, Porsche, VW group (excl. Audi and Porsche), BMW, Daimler Source: CapitallQ, A.T. Kearney Source: A.T. Kearney Report

209 In 2014, these five major OEMs in Germany spent a total of €23.4 billion cash on R&D compared to €13.9 billion in 2010, representing a CAGR of 14% in the period from 2010 to 2014 (source: A.T. Kearney Report). German OEM Cash R&D expenditure1 (€ bn)

23.4 +14% 22.0

19.1

16.2 13.9

2010 2011 2012 2013 2014

1. Audi, Porsche, VW group (excl. Audi and Porsche), BMW, Daimler Source: Evercore ISI, CapitellQ, Corporate reports, A.T. Kearney

Sources: A.T. Kearney Report In-house R&D spending is supplemented by contracted-out R&D work, such as to R&D service providers (e.g. ESPs) or universities but within the industry as well. In total, this external R&D expenditure amounted to €8.2 billion in 2013 (source: VDA Annual Report 2015). In addition to their own efforts, German automotive industry companies therefore rely heavily on external R&D know-how, illustrating the major importance of the sector’s strong R&D networking and its influence on the ESP market.

2. Engineering Services Another distinguishing feature of the German automotive industry is the division of labor and the employment of external engineering services. Due to a structural shift in the industry, OEMs increasingly focus on their core competencies while outsourcing a significant portion of automobile design and production to external suppliers. Globally, automobile industry participants not including OEMs represented approximately 75% to the automotive value chain in 2014 (source: berylls/VDA study). Today, the complexity of the development and production of an automobile, the extremely short development period and increasing overseas production all require a substantial division of labor, flexibility and efficiency. The optimal use of personnel is a central factor for success and essential to maintaining a competitive position (source: VDA Annual Report 2015). A comparable shift can be observed in the allocation of R&D work. ESPs first became involved in vehicle development at the beginning of the 1970s. Since then, ESPs have come to contribute an increasing portion of the value added along the automotive value chain. Particularly over the last decade, ESPs experienced disproportionate growth driven by adjustments in the division of labor in the automotive industry and OEMs’ pursuit of efficiency. Today, ESPs take over development tasks that were previously the domain of the vehicle manufacturers themselves and make critical contributions to improving the efficiency of the entire value chain. Accordingly, ESPs’ scope of operations encompasses a broad range of engineering services, including the development of vehicle components, modules and systems (source: VDA Annual Report 2015). In Germany alone, ESPs employ approximately 50,000 engineers and technicians, which compares to approximately 40,000 R&D employees at the top five German OEMs (Audi, Porsche, Volkswagen group (excluding Audi and Porsche), BMW and Daimler) (source: berylls/ VDA study). As a consequence, ESPs are firmly anchored within the OEM value chain, operating

210 alongside OEMs and suppliers in both premium and mass market segments, as shown by the contribution of ESPs to the automotive value chain in the area of R&D (see “K. Markets and Competition—III. Key Benefits of Engaging Engineering Service Providers” below). In our view, many of the current development programs of OEMs would not be feasible without the involvement of ESPs due to limitations on in-house engineering capacity and a reluctance on the part of many OEMs to add additional, usually highly-paid and full-time R&D personnel.

III. KEY BENEFITS OF ENGAGING ENGINEERING SERVICE PROVIDERS In particular, the following benefits characterize the symbiotic relationship between automotive manufacturers and ESPs: Š Link between automotive manufacturers and their suppliers: ESPs often function as link between OEMs and suppliers, with distinct benefits for both parties resulting from the integration of ESPs into the development value chain. Š Local presence: Larger ESPs often maintain offices close to the development and production facilities of their most important customers, which allows them to access their customers’ work sites when necessary and to fit smoothly into their customers’ production processes. Š Development of specific know how: ESPs provide additional and special development know- how by pooling their expertise from a variety of projects for their customers. Š Personnel flexibility: ESPs provide significant resources in terms of engineers and technicians, allowing customers to adjust their R&D resources and maintain a flexible cost structure. Personnel management is a core competence of ESPs, often characterized by strong and focused recruitment activities and the ability to easily allocate employees from one customer to another. As a result, ESPs are well-placed to provide a sufficient amount of resources at high quality in a timely manner (source: berylls/VDA study). Š Cost benefits: Smaller overhead structures, more flexible working hours and leaner social security arrangements as well as leaner overall processes are among the factors that allow ESPs to generally operate more cost efficiently than OEMs. At the same time, large ESPs increasingly take on the development risk, further reducing the R&D requirements and costs of customers. According to a project conducted by A.T. Kearney in 2011, amongst other factors, R&D cost flexibility and access to necessary engineering and functional expertise are the key motivations for OEMs to outsource R&D (source: A.T. Kearney Report). The biggest cost factor for ESPs are personnel expenses (according to our own estimates approximately 60%) and expenses for external services (according to our own estimates between 10% and 12% of total costs). However, the substantial share of external services provides flexibility to address fluctuations in capacity utilization. We believe that our size, dedicated workforce, know-how and efficient processes allow us to address all these motivations.

IV. GLOBAL MEGATRENDS DRIVING R&D ACTIVITIES AND THE DEMAND FOR ENGINEERING SERVICES We believe that the development of the automotive ESP market is positively influenced by global megatrends driving R&D needs at the OEM and supplier level, and thus in turn demand for engineering services. These trends can be summarized in industry specific and ESP market specific trends.

1. Industry Specific Trends Individualization (customizing and niche models) The number of vehicle models and derivatives offered by global OEMs has increased steadily in the past (source: A.T. Kearney Report). As a result of rapid advancements in technology as well as increasingly comprehensive vehicle configuration and upgrade options, OEMs today

211 continuously launch new models and derivatives with comprehensive configuration options. The increase in number of different car models offered per brand is generally accompanied by a shortening of the model life cycles. The preference for individualization drives the availability of vehicle configurations and vehicle complexity. Cars increasingly feature new technologies, new materials and IT in an attempt to offer customers a differentiated experience and new usage options. Despite the proliferation of models, vehicle brands and designs remain an expression of personality and status. Consequently, we believe that individualization is nowadays also a key topic in the mass market segment.

Environmental efficiency (energy efficiency and lightweight construction) Due to increasing environmental awareness, we expect the global tightening of emissions regulations to continue, with the EU and the USA leading the way in terms of CO2 emission targets, which will further drive the need for engineering services, especially solutions for CO2 emission and weight reduction. Environmentally-friendly vehicles can be developed, inter alia, via innovative powertrain solutions, electric mobility, lightweight construction and increasing use of electronic components. Electric mobility, in particular, requires innovative solutions with respect to intelligent charging systems, layout and integration of electric drive systems and energy storage units as well as vehicle energy and battery management systems. Weight reduction can be achieved via multi-material systems comprising aluminum, composite, magnesium or even textile carbon-fiber reinforced plastic solutions. Automotive electronic components also help achieve this goal, as they are considered more fuel-efficient compared to traditional mechanic, pneumatic or hydraulic solutions and allow for lower fuel consumption based on smart sensor technology. In addition, environmental protection considerations and the growing density of traffic in urban areas, combined with rising costs for car and freight transportation, may encourage private and business travelers to make increasing use of innovative mobility concepts.

Connected cars (connectivity and autonomous driving) The demand for connectivity among vehicles and traffic infrastructure as well as the trend towards fully automated driving supports the trend towards increased electronics in cars. The rising electronic content in vehicles and the increasing requests for integrated solutions require enhanced development capabilities around software, connectivity, sensor technology, battery/ energy management and electrical and electronic (“E/E”) integration. Innovative functions and design components that are driven by E/E increasingly lead to further development tasks in traditional fields such as chassis, exterior, interior and conventional power transmission. In addition to drastically rising technical requirements for ESPs in the area of E/E, we believe that the field of car-IT offers further market opportunities for ESPs with competence beyond the automotive area, e.g., so-called “big data” solutions (i.e., predictive analytics used on large data sets to extract value) or consumer electronics. We expect that powertrain electrification will accelerate the shift of value-added from hardware to software as well as drive the demand for integrated electronics solutions. The powertrain and the E/E segments are expected to show the strongest growth within the automotive ESP market over a period from 2014 to 2020, at a CAGR of 9.6% for powertrain and 9.3% for E/E (source: A.T. Kearney Report).

New mobility concepts (new mobility concepts and market entrants) The current trend towards urbanization and the emergence of megacities drive the demand for innovative mobility concepts. The worldwide growth in urbanization and megacities is pushing transport routes to the limits of their capacity. By 2050, it is forecast that 70% of the world’s population will live in cities and the number of automobiles on the roads will have doubled. The challenge OEMs and ESPs thus face is to balance functioning mobility in cities with maintaining quality of life for the population living there. Driver assistance systems and automated driving will play a central role in uniting these two interests. The networked automobile will offer

212 greater safety, efficiency and reduced driver strain, but will also be more convenient due to innovative services (source: VDA Annual Report 2015). Furthermore, new concepts to cope with urbanization and the rising number of megacities include car sharing and innovative mobility solutions and OEMs and ESPs are already adapting to specific requirements for car sharing vehicles (e.g. six passengers, foldable seats, modularity, durability, rapid exchangeability of worn parts, simple controls, etc.).

The changing concept of mobility and the accompanying advancement of the networked automobile also provide opportunities for potential new market entrants such as Chinese OEMs, Apple, Google and Uber who may profit from their individual market positions.

Smart production planning (Industry 4.0) Industry 4.0 is the next stage of evolution in production technology. Robots, production equipment and logistics systems are linked together with the help of the Internet of Things, so that future production (cyber-physical systems) will be able to offer optimum resource allocation and extreme flexibility, in the sense of the “smart” factory. Products are becoming more and more intelligent, and know not only their own production processes but also possible adjustments to these procedures. The creation of intelligent manufacturing networks through the IT connection of machines, workflows and systems results in serious changes – not only for machine and plant construction. We believe existing automobile development and production processes will also change, as levels of integration in business and value adding processes between the involved parties become increasingly more pronounced. These industry specific trends, individualization, environmental efficiency, connected cars, new mobility concepts and smart production planning, have a particularly strong influence on the German automotive market due to Germany’s strong presence of premium OEMs (source: Roland Berger study) which focus on these trends and allocate their R&D budget to them. In the recent past, we have established four Competence Centers specializing in the areas relating to “Lightweight Construction”, “E-Mobility”, “Car IT” and “New Production Technology” to address these global mega trends.

2. Global Trends Driving the ESP Market Consolidation The ESP market has seen a consolidation trend over the past few years, resulting in market share growth for the largest ten players, which also benefitted us. Whilst the top 10 players accounted for 27% of the total market in 2010, their combined market share already reached 34% in 2014. A key driver of consolidation are OEMs’ requests for large-scale project capabilities and full vehicle competence as they outsource engineering projects to ESPs. This trend is expected to continue in the foreseeable future with the top 10 players forecast to reach a market share of 37% by 2020 (source: A.T. Kearney Report).

213 Automotive ESP market consolidation Top 10 (€ bn)

CAGR 2010-2020 22.6

6.5% 8.4 +9.9% 15.3

12.1 5.3 3.3

14.1 +5.0%

8.8 10.0

2010 2014 2020 Market 27% 34% 37% Share

Top10 ESP player Other ESP

1) 2014-2020 does not include M6A Source:, A.T. Kearney

Source: A.T. Kearney Report

Outsourcing The automotive ESP business is increasingly driven by OEMs focusing on their core competence, while outsourcing development tasks that are increasingly complex but not regarded as strategic. This is especially the case in Germany, given the strong presence of premium automotive OEMs. ESPs are often able to handle these tasks faster and more efficiently than the OEMs themselves (source: berylls/VDA study, March 2015). Key segments such as powertrain and E/E profit from disproportionate outsourcing (source: A.T. Kearney Report). Outsourcing - Ranking of outsourcing importance

Low12345 High

R&D cost flexibility 4.1

Access to necessary engineering and 3.7 functional expertise

Headcount restriction 2.5

Access to proprietary 2.0 technology

Budget constraint 1.3

Improved 1.1 engineering quality

Source: A.T. Kearney Report

Regulation (Increase in Work Packages) In Germany, current discussions around legislation on outsourcing of personnel aim to address and define the rules that differentiate between genuine work package agreements (“Werkverträge”) and activities qualifying as “employee leasing” (“Arbeitnehmerüberlassung”). In a work package agreement, a service provider promises to perform a service for another party; the service provider may use its own employees to perform the services, and such employees may be sent to the other party, but the other party does not have any managerial prerogative concerning the employees of the services provider. In turn, employee leasing means that an employer sends its employee to a third party to work in the establishment and under the managerial prerogative of the third party; the employee receives his or her remuneration from the employer, who receives fees from the third party for leasing the employee to the third

214 party. Under the legislation currently in force, there is no fixed upper limit to the time period for which an employee may be sent to a third party as long as it is not permanently (vorübergehende Überlassung). Employees sent to a third party do have a right to equal pay and equal treatment from day one, unless a collective agreement is applicable which deviates from that rule. Under the rules envisaged by the German federal government according to a political agreement between the members of Germany’s current coalition government, engineers under employee leasing contracts could be sent to OEMs for a maximum period of 18 months, would have to receive the same pay and social security contributions as comparable OEM staff after a certain period irrespective of the existence of deviating collective agreements, and ultimately would have to be offered an employment contract directly with the OEM. Under this scenario, structuring contracts as work packages would become even more attractive for OEMs than it is already under the rules currently in force, as work package agreements facilitate the efficient allocation of large-scale contracts, shift project responsibility to the ESPs, allow collaboration on longer-term (more than 18 months) projects, and carry no risk of equal treatment obligations for leased employees. Under the rules currently in force, work package agreements must meet certain conditions (otherwise, they may be treated by the courts as employee leasing). These include an agreement between the customer and the ESP (i) setting forth the scope of services, (ii) providing clear organizational separation between ESP and OEM employees, (iii) guaranteeing the ESP control over the organization of the project, (iv) placing the full business risk of the project on the ESP (v) prohibiting the OEM from passing operational instructions to the ESP or the employees of the ESP (source: berylls/VDA study). Given a preference for work package agreements by OEMs, the percentage of the latter is expected to increase from 76% of all contracts in 2014 to 87% in 2017, as shown in the chart below (source: A.T. Kearney Report). Development of contract types in Germany (Estimate, ESP market Germany) CAGR 100% 100% 2014-2017 13% -18% 24% 1% -37% 4%

86% +6% 72%

2014 2017

Body leasing Service contract Work packages

Source: VDA/Berylls 2015, Lünendonk 2013, A.T. Kearney

Source: A.T. Kearney Report / berylls/VDA study

V. THE DEVELOPMENT OF THE AUTOMOTIVE ESP MARKET ESPs have become an integral part of automotive development. Of the global automotive R&D value-added, which was estimated at approximately €132 billion in 2014, slightly less than 7% was attributable to ESPs, while approximately 25% was attributable to OEMs’ internal R&D capabilities and almost 70% to automotive suppliers. This compares to 12% ESP value-added related to automotive R&D in Germany in the same year (source: berylls/VDA study). OEMs use approximately 11% of their R&D expenditure for outsourcing to ESPs which accounts for approximately 74% of the total R&D volume of ESPs. Suppliers outsource approximately 2% of

215 their R&D expenditure to ESPs which accounts for approximately 22% of the total R&D volume of ESPs (source: berylls/VDA study; percentage based on absolute figures provided in the study). Driven by rising R&D expenditures by OEMs, the global automotive ESP market reached a size of €15.3 billion in 2014, representing a CAGR of 6.1% since 2010 when the size of the ESP market was €12.1 billion (source: A.T. Kearney Report). Going forward, the automotive ESP market is expected to grow at a CAGR of 6.7%, to reach a value of €22.6 billion by 2020 (source: A.T. Kearney Report). During this period, growth will be particularly strong in the powertrain and E/E segments, which are expected to grow at a CAGR of 9.6% and 9.3%, respectively, in the period from 2014 to 2020. Automotive ESP market 2010-2014 (€ bn) CAGR 2010-2014 ~6.1% 15.3 14.4 0.9 +3.1% 13.6 0.8 0.7 +0.2% 12.8 0.8 0.7 1.0 +4.0% 12.1 0.8 0.7 1.0 0.8 0.7 1.0 1.5 +1.7% 0.7 0.9 1.5 0.9 1.5 1.4 3.0 +3.6% 1.4 2.9 2.8 2.7 2.6 3.9 +9.3% 3.6 3.3 3.0 2.7

3.9 4.3 +9.6% 3.0 3.3 3.6

2010 2011 2012 2013 2014 Entire vehicle Exterior Chassis Interior Body-in-white E&E Powertrain

1. Automotive ESP market including commercial vehicles. Passenger cars and suppliers Source:, A.T. Kearney Source: A.T. Kearney Report

Automotive ESP market by segment (€ bn)1

6.7% CAGR 2014-2020 22.6 1.0 +3.2% 0.7 1.3 +0.3% 1.7 +4.0% 15.3 3.7 +1.8% 0.9 0.7 +3.7% 1.0 1.5 6.7 +9.3% 3.0

3.9 7.4 +9.6% 4.3

2014 2020

Entire vehicle Chassis Body-in-white Powertrain Exterior Interior E&E 1 Automotive ESP market including Commercial vehicles, Passenger cars and suppliers Source: A.T. Kearney Report In terms of regional development, the European market constitutes the largest regional segment within the global automotive ESP market with a value of approximately €6.4 billion (or 41.8% of the total market) in 2014. The European ESP market is expected to grow at a CAGR of 7% for the period from 2014 to 2020, reaching a total value of €9.7 billion in 2020 (which would represent 42.9% of the global ESP market) (source: A.T. Kearney Report). The ESP markets in

216 China and India had volumes of €0.9 billion and €0.3 billion, respectively, in 2014, and are expected to grow strongly over the next few years, at a CAGR of 8.0% and 7.7%, respectively, for the period from 2014 to 2018. Meanwhile, the U.S. automotive ESP market had a value of €2.3 billion in 2014 and is forecast to grow at a CAGR of 5.4% in the period from 2014 to 2020 (source: A.T. Kearney Report). The market share of the top 10 players in the automotive ESP market rose from 27% in 2010 to 34% in 2014. This consolidation trend – in a still fragmented industry – is supported by general market conditions, with OEMs requesting ESPs to take on larger work packages and development risk. Furthermore, smaller ESPs are generally less likely to have the capacity or the flexibility to accommodate comprehensive and often complex projects having an international reach, which are increasingly requested by OEMs and which are typically characterized by high investment and equipment needs (source: A.T. Kearney Report). We believe that leading ESPs (such as EDAG; see “K. Markets and Competition—VI. Competitive Environment” below) with a broad service offering, strong project management capabilities, international footprint and work package-compliant operational structures, are well positioned to benefit from the ongoing consolidation and to enjoy disproportional growth compared to the overall automotive ESP market.

VI. COMPETITIVE ENVIRONMENT In our view, there are a limited number of other ESPs with a comparable business model to EDAG in terms of scope and breadth of services offered. We consider ourselves to be in a strong position in a fragmented market that is characterized by high barriers to entry, i.e., a market that favors size and experience, and which is largely unaffected by threats from temporary labor players and low-cost providers according to the A.T. Kearney Report. For temporary labor players, the ESP market entails challenging sales and key account processes and a strong dependency on existing relationships and track records. Furthermore, temporary labor players tend to lack internal R&D and IT infrastructure and the capability to handle large-scale projects. Additionally, the qualification level of temporary labor employees tends to be insufficient. Similarly, low-cost players tend to face entry-barriers due to a lack of qualifications and reference projects with a conceptual focus, lack of experience, language capabilities and on-site presence. We believe that the key differentiating factors for success in the automotive ESP market include: Š Innovation leadership: ESPs must be at the forefront of global and specific sector and technology trends. Š Critical scale: ESPs need to have the flexibility, resources and platform to handle large and complex projects. They need to be able to provide sufficient resources at a high quality standard in a timely manner and to take on an increasing share of responsibility and development risks. Š Broad service offering: We expect that ESPs with high system and integration competence and competence across all vehicle systems and components will benefit from outsourcing from OEMs in all R&D segments. Š Strong local and international footprint: As a consequence of globalization, ESPs are increasingly required to expand their international footprint and follow clients to emerging markets such as China, India, Brazil or Mexico. The adaption of existing vehicles to various local markets and requirements is preferably carried out by local R&D offices and we, therefore, expect that operating an international cluster of facilities will be a differentiating factor among ESPs. Š Independence: We believe that ESPs without ownership affiliation to their customers are increasingly preferred by OEMs, which are generally trying to avoid the risk of transfer of know-how to other OEM customers and conflicts of interest.

217 Š Strong customer relations: We believe it is essential for ESPs to maintain longstanding customer relationships by providing overall high-quality services. This includes offering premium engineering services as well as premium complementary services. EDAG is one of the largest fully OEM and supplier independent ESPs and, based on automotive- related revenues in 2014, the third largest ESP worldwide (source: A.T. Kearney Report; automotive-related revenue for AVL has been estimated by A.T. Kearney). In the automotive ESP market, we compete with integrated players, niche players, general ESPs with automotive activities, as well as with the ESP businesses of suppliers, such as the following: Š Integrated larger players, such as AVL List GmbH (No. 1 ESP player), Bertrandt AG (listed, partly owned by Volkswagen group; No. 2 ESP player), IAV GmbH (owned by Volkswagen Group, Continental, Schaeffler, Freudenberg and Sabic; No. 4 ESP player), Bosch Engineering (No. 5 ESP player) (source for market position: A.T. Kearney Report, based on automotive- related revenue). Š Niche players focused on certain market sub-segments, such as Ricardo (listed) and FEV GmbH (source: A.T. Kearney Report). Š General ESPs, such as Altran (listed), Alten (listed) and AKKA (listed) (source: A.T. Kearney Report). Š The ESP arms of automotive components suppliers, including Bosch Engineering, Continental Engineering, Schaeffler Engineering and Magna. Š Outsourcing providers from emerging markets, such as Tata Technolgies and Infosys (source: A.T. Kearney Report).

218 L. BUSINESS

I. OVERVIEW OF OUR BUSINESS We are one of the world’s largest independent ESPs in the automotive industry in terms of revenues and headcount (source: A.T. Kearney Report). Independence in this context means that no original equipment manufacturer (“OEM”) or supplier holds any majority or significant minority shareholding in an ESP. We specialize in the development of automotive components and modules, derivative car models (“derivatives”), including, in individual cases, entire cars, as well as production facilities and designing innovative, ready-for-production solutions for vehicles, two wheelers, trucks and production systems. We have strong and long-standing relationships with all major German OEMs in the passenger car and commercial vehicle industries with particular focus on German premium OEMs. Furthermore, we have successfully developed other reputable automotive OEMs as customers in markets outside Germany, particularly in Europe. To complement our activities, we also work for systems suppliers in the automotive industry. In order to meet our customers’ demands we follow their international footprint and offer our services globally. Through our global network of 57 locations worldwide, located in close proximity to our customers at important automotive hubs, we ensure that the expertise of the entire Group is available to our customers on a local basis. Particularly in Germany, we have a dense network of facilities in the vicinity of our key customers, which we believe to be a prerequisite for many of our customers when engaging ESPs. Our main operating subsidiary’s headquarters in Wiesbaden and technical headquarters in Fulda are within driving distance to the headquarters or major facilities of all major German automotive manufacturers. We also employ a considerable number of engineers in the Czech Republic, Hungary, Poland, Spain, Sweden, Switzerland and Italy in accordance with our principle of serving our customers locally. Additionally, we operate several subsidiaries in the United States, Brazil, India, China and Japan. While we have generated 78% of our revenues and on average employed approximately 77% of our total workforce in the fiscal year ended December 31, 2014 in Germany, our international footprint is set up strategically and quality-driven. Our facilities in low-cost countries mainly carry out intercompany contracts and enable us to offer best-cost services, while other international facilities, for instance in China, provide our complete portfolio of high-end solutions to German OEMs and local automotive manufacturers that are engaged in joint ventures with German and other Western OEMs. The complexity of customized solutions in the automotive industry is steadily increasing, due to shorter times to market of new and derivative car models as well as constantly changing and increasingly complex new technologies. In particular, the rising number of derivative car models leads to an increasing demand for vehicle engineering services for complete vehicle integration, development and testing (source: berylls/VDA study, March 2015). We believe that this trend has a positive impact on the engineering outsourcing market, especially in Germany with its presence of strong premium automotive OEMs. Furthermore, current trends towards increased comfort, safety, connectivity and environmentally friendly vehicles require the combination of technical know-how from various disciplines of automotive development. With more than 40 years of experience, we offer complete vehicle competence across the entire product value chain and vehicle life cycle. Our comprehensive portfolio of services ranges from design to product development, modelling, gauge construction, building of prototypes and testing to the development of turnkey production systems. We offer particular expertise in the development of production facilities and their implementation. We believe that we deliver particular value to our customers given our complementary production solutions business, which enables us to assist our customers not only in the development but also the subsequent production of vehicles. Furthermore, due to our complete vehicle competence we believe we have become a premium ESP for vehicle engineering services in the automotive industry and are able to profit from our relationship across different products and divisions within our customers.

219 While our services encompass general and specialist services as well as the development of components, modules, systems and vehicle derivatives or even entire cars, our special know-how is the guidance and support of customers from the initial idea to the finished prototype and ultimately the production. These complete vehicle development capabilities form part of our business strategy and are key to our success. On demand from our customers, we are present throughout the entire life cycle of a product and accompany our customers from research and advanced development, to concept and design to series development and finally supervision of series production. In addition to vehicle engineering services, we carry out many complimentary tasks along the development chain such as project management, quality management, supply chain management or the documentation of entire projects. Furthermore, we attach great importance to ensuring that our developments are in line with the current manufacturing needs and requirements of our customers. At EDAG, we refer to this principle as “production- optimized solutions”, meaning that any engineering solutions we provide are developed to ensure the feasibility of the production process for particular products and designs. Additionally, Feynsinn, our consultancy service, provides all-round customer support from the concept phase to the implementation process and offers software-independent advice on processes, methods and tools to optimize development and production sequences. Apart from its consultancy services, Feynsinn provides implementation services and training. In meeting customer demand, we put a particular emphasis on current key trends and technologies in the automotive industry such as innovation for CO2 reduction, lightweight design, e-mobility and Car-IT (source: Lünendonk analysis 2014). In order to meet our customers’ expectations and to contribute to automotive development, we constantly adapt our portfolio of services to changing customer needs and varying market conditions. Our subsidiary BFFT, for example, has specialized technical knowledge in the field of electrical and electronic development, which is key for the development of applications such as driver assistance and safety systems, in-car entertainment and car connectivity. Moreover, we have established ourselves as an acknowledged partner in other areas. BFFT also provides support for our customers in the fields of hardware and software development and alternative drive technologies. We consider ourselves an innovation and technology leader providing vehicle engineering services to the automotive industry with German engineering excellence. In addition, we maintain a number of electronics laboratories and testing facilities, most importantly our accredited testing center in Fulda. We have thus proven to be a reliable partner in meeting current and future challenges for vehicle engineering services across the entire value chain of the product life cycle. While the high level of expertise and years of experience of our engineers enable us, as we believe, to deliver premium services in each individual area of the services we offer, we additionally founded our Competence Centers “Lightweight Construction”, “E-Mobility”, “Car- IT” and “New Production Technology”. These Competence Centers concentrate the combined special knowledge of our experts in different fields and help further develop and retain such special knowledge. In doing so, we manage to cater to the individual requirements of our customers and come up with innovative ideas to maintain the attractiveness of our services on the market. Automotive OEMs are faced with constantly increasing technological complexity which is driving engineering expenses and creating the necessity to have a clearly defined strategy regarding core competences and outsourcing of vehicle engineering services (source: Roland Berger study, March 2014). Diversified vehicle development between OEMs and ESPs, as is typical of the German automotive industry, enables OEMs to insource high-value and competitively important research and development (source: berylls/VDA study, March 2015). We believe that our business is more and more driven by this current strategy of OEMs to focus on their core competence while outsourcing development tasks that are increasingly complex but not considered to be of sufficient strategic relevance to require the use of internal resources. As ESPs are often able to

220 handle these tasks faster and more efficiently than the OEMs themselves (source: berylls/VDA study, March 2015), we believe we will likely continue to benefit from OEM outsourcing. With an average workforce of 7,714 people in the nine-month period ended September 30, 2015 (nine-month period ended September 30, 2014: 7,450), we believe to have reached a scale that allows us to continue to succeed and grow as a sought-after ESP for German OEMs. In particular, our ability to handle large-scale projects and to offer the delivery of projects in the form of work packages instead of employee leasing arrangements, a service which an increasing number of our customers more and more frequently requests, gives us a competitive advantage, while our scale also offers us the flexibility and resources to handle large and complex projects. When we take on project responsibility in development tasks, especially in the context of work packages, we take responsibility for quality management, cost control and deadlines, providing turnkey engineering solutions to our customers. The Group’s operations are divided into three segments: Vehicle Engineering, Electrics/ Electronics (“E/E”) and Production Solutions. In the fiscal year ended December 31 2014, the Group employed an average of 7,484 people (fiscal year ended December 31, 2013: an average of 7,011). In the nine-month period ended September 30, 2015, we recorded a Core Revenue of €533.9 million (in the nine-month period ended September 30, 2014: €465.8 million) and Adjusted Core EBIT of €55.1 million (in the nine-month period ended September 30, 2014: €42.6 million). In 2014, we recorded a Core Revenue of €634.7 million and an Adjusted Core EBIT of €53.2 million. In 2013, we recorded a Core Revenue of €560.6 million and Adjusted Core EBIT of €43.0 million. For the year ended December 31, 2012, we recorded a Core Revenue of €356.8 million and an Adjusted Core EBIT of €29.6 million.

II. HISTORY AND KEY MILESTONES EDAG was founded as “Konstruktionsbüro Horst Eckard” near Darmstadt, Germany, on February 1, 1969. Today, we are represented on four continents and have a workforce of 8,063 employees (including trainees but excluding employees from discontinued operations) worldwide as of September 30, 2015. The following provides an overview of our most important historical achievements:

First phase: Š 1970: The head office in Fulda was established. At the time, the orientation of the company was towards vehicle and production plant development. Š 1987: We started globalization of our Group with the founding of a branch office in Barcelona, Spain. Furthermore, a separate training department was established. Š 1995: The branch network in Germany included approximately 10 facilities situated close to vehicle manufacturers. Š 1997: The total number of employees worldwide rose to more than 2,000. Š 1998: EDAG is the first automotive service provider to be admitted to the VDA (Association of the German Automotive Industry). Š 2001: Daimler hired us for our first full-car development for a derivative model (the Mercedes B-Class). Š 2002: We founded the “EDAG Tec-Center”, a multi-disciplinary product development competence center for lightweight design, in Fulda. Š 2004: EDAG opened its first branch office in China (Shanghai). Š 2005: The first EDAG facility in Japan (Fukuoka) was founded. Š 2006: ATON Group became the sole shareholder of EDAG. The acquisition of EDAG by the ATON Group constituted an important step in our corporate history since the ATON Group significantly affected and formed our strategy to focus our

221 services on the automotive industry. We started a restructuring process, disposing of non- automotive related businesses and acquiring complimentary automotive ESPs.

Second phase: Š 2007: EDAG Group’s staff levels rose to more than 3,500 employees worldwide. Š 2009: The EDAG “Light Car – Open Source”, a “purpose design” body concept for electric vehicles created using the latest standards in lightweight materials, semi-finished products and joining technology, was presented at the Geneva Motor Show and the International Motor Show (IAA). Š 2010: We founded the E-Mobility Competence Center at EDAG’s head office in Fulda. Š 2011: We sold our subsidiary Mühlenberg Interiors GmbH & Co. KG as well as AKTEC Automobil- und Kunststofftechnik GmbH. We established first contact with a Japanese customer regarding derivative projects. Š 2012: With the acquisition of the Rücker Group (which added approximately 2,500 employees) we became one of the leading independent automotive ESPs, employing more than 7,000 employees. We sold our subsidiary Weser-Metall-Umformtechnik GmbH & Co. KG along with its subsidiary Namibian Press and Tools International Prop. Ltd. Š 2013: With the acquisition of the BFFT Group (comprising approximately 600 employees) we managed to strengthen our position in the E/E segment. We founded the Competence Center Car-IT. Š 2014: At the Geneva Motor Show, EDAG presented the futuristic vehicle sculpture “EDAG GENESIS”, which, using the example of a body structure, was designed to demonstrate the revolutionary potential of additive manufacturing. The teams from EDAG and Rücker Group were combined in the new entity EDAG Engineering AG. Approximately 60 locations in some 25 countries and more than 7,400 employees were at our customer´s disposal for the development of vehicles and production plants. Furthermore, for the first time we completed derivative projects for Japanese customers. In 2014 we sold Rücker EKS GmbH (now EKS InTec GmbH), Rücker Aerospace GmbH, Silver Aerospace B.V., Rücker France SARL and Rücker-Sier GIE. Additionally, we sold our business division “Werkzeug & Karosseriesysteme” to EDAG Werkzeug+Karosserie GmbH, in which we hold 49% as of December 31, 2014. Š In 2015, construction work started on the new EDAG Technology and Development Centre in Wolfsburg-Warmenau. This year also marks the world premiere of the concept “EDAG Light Cocoon” at the Geneva Motor Show 2015. Additionally, we established the Competence Center “New Production Technology”. Furthermore, the Company was incorporated to become the new parent company of the EDAG Group after consummation of the Contribution.

III. OUR KEY COMPETITIVE STRENGTHS We believe we distinguish ourselves by the following key competitive strengths:

We are active in the growth market for automotive engineering services and we believe we are well-positioned to grow above market average The global market for automotive ESPs has grown at a CAGR of 6.1% in the period from 2010 to 2014, based on sales revenues (source: A.T. Kearney Report). We regard the automotive ESP industry as a structurally attractive market and expect further growth in the foreseeable future, due to trends such as the Š increasing number of models and derivatives offered by OEMs; Š rapid advancements in technology as well as increasingly comprehensive vehicle configuration and upgrade options;

222 Š emergence of e-mobility and environmentally-friendly technologies aimed at lower fuel

consumption and reduction of CO2 emissions; and Š increasing number of electronic and electrical components integrated in motor vehicles (source: A.T. Kearney Report). In particular, it is expected that the rising number of vehicle derivative models will lead to an increasing demand for vehicle engineering services for complete vehicle integration, development and testing (source: berylls/VDA study, March 2015). Especially in Germany, home of the world’s leading premium automotive OEMs, the ESP business is increasingly driven by OEMs’ focus on core competences and the outsourcing of increasingly complex, although not strategically important development tasks. ESPs are often able to handle these tasks faster and more efficiently than the OEMs themselves (source: berylls/VDA study, March 2015). Based on these trends, the automotive ESP market has consistently grown by approximately 6.1% annually since 2010 and is forecast to grow 6.7% annually until 2020 (source: A.T. Kearney Report). In addition, the European ESP market is estimated to hold the largest absolute growth potential for ESPs. The top 5 ESPs, of which EDAG is one, are expected to grow at an even faster rate, i.e. at a CAGR of 9-12% in the period from 2014 to 2020 measured by sales revenues (source: A.T. Kearney Report). We believe that we are well positioned to successfully compete in this market and to grow our sales revenues above market average in the medium term, based on Š extensive expertise in the E/E field, where the ESP market is expected to grow disproportionally at a CAGR of 9.3% in the period 2014 through 2020 to a total size of €6.7 billion in revenues (source: A.T. Kearney Report), as well as in the areas of lightweight materials and electro mobility; Š the breadth of our engineering capabilities, spanning from vehicle concepts across development of automotive components and modules to derivative car models and production facilities, which in turn enables us to act as an integrated system provider; Š our independence, coupled with a high degree of customer proximity through our local sites situated near our customers’ facilities; Š the cross-selling potential with our Production Solutions segment; Š our ability to attract and retain an experienced and qualified workforce; Š our ability to handle larger-scale projects as well as our capacities in ramping up operations, also internationally; Š our scale which permits OEMs to entrust us with large scale development assignments on the basis of broadly defined work package agreements. Our core business grew at a rate of 13.2% and 14.9% in terms of sales revenues with third parties in the fiscal year ended December 31, 2014 and nine-month period ended September 30, 2015, respectively, compared to the relevant prior year development.

We are one of the largest independent ESPs worldwide and we believe we have the scale needed to operate successfully in a market which favors size and experience We consider size and related economies of scale as key success factors in today’s ESP market, as flexibility, sufficient resources and a platform to handle large and complex projects are increasingly important to OEMs. The ESP market has seen a consolidation trend over the past few years with a key driver having been OEMs’ request for large-scale project capabilities and full vehicle competence when outsourcing engineering projects to ESPs (source: A.T. Kearney Report). We are one of the largest independent ESPs worldwide, based on revenues generated by engineering services for the automotive industry (source: A.T. Kearney Report), and are among the three largest ESPs globally with a market share of 5% in 2014 (source A.T. Kearney Report).

223 In addition, with more than 40 years of experience, we consider ourselves one of the few players in the market with capabilities across all vehicle systems and components and we benefit from well-established, long-standing customer relationships with all German OEMs, which we believe to be a strong competitive advantage for us. Furthermore, we believe that our size and brand recognition helps us to recruit well trained engineers. We provide the vast majority of our services under work package agreements (Werkverträge), which in our view provides a competitive advantage, given that OEMs increasingly consider work package agreements to be more attractive than employee leasing (Arbeitnehmerüberlassung), in particular in connection with large-scale projects (source: A.T. Kearney Report). We also expect to benefit from potential new legislation in Germany, which will favor work package agreements over employee leasing or service contracts (Dienstverträge). It is expected that the share of work package agreements in the German automotive engineering services market will grow from 72% in 2014 to 86% by 2017 (source: A.T. Kearney Report). Finally, in a market which is still highly fragmented, we also believe that we have the size needed to participate actively in any potential further market consolidation.

We believe we are a partner of choice for the automotive industry and have a blue chip customer base with a focus on German OEMs We have a broad customer portfolio and longstanding relationships with major OEMs in the global automotive and commercial vehicle industries. While we focus on German OEMs such as Volkswagen, BMW, Audi, Porsche and Daimler, our customers also include reputable international car manufacturers. Among the major German OEMs, we make an effort to foster our relations with premium brands, which tend to spend substantially more on R&D and outsource more R&D services than the industry average (source: A.T. Kearney Report). We have a strong footprint in Germany with our offices in close proximity to our customers at important automotive hubs and thereby ensure that our entire expertise is available to our customers on a local basis. Our international footprint is set up strategically and quality-driven. We are present in Europe in the Czech Republic, Hungary, Italy, Poland, Spain, Sweden, Switzerland and the United Kingdom in accordance with our principle of serving our customers locally. Globally, we are active in the United States, Brazil, India, China, Japan, Malaysia, Mexico, Russia and South Korea. Our international facilities carry out intercompany contracts and enable us to offer best-cost services as well as to provide our complete portfolio of high-end solutions to German OEMs and their local automotive manufacturers that are engaged with German and other Western OEMs.

We believe we stand for leading technology and innovation based on German engineering excellence and have capabilities across the entire vehicle value chain We focus on providing independent vehicle engineering excellence. We offer our customers a broad range of engineering services across the entire product life cycle beginning with early- stage concept development approximately 60 months prior to production over concept and design and series development to supervision of series production, which typically runs for 84 or more months after the start of production and includes facelifts and model derivatives. In addition, we offer particular expertise in the development of production facilities and their implementation. We believe that the key advantages we can offer to our customers comprise the ability to act without conflicts of interest, complete vehicle development competence, project life-cycle management ability as well as capability and capacity to complete large-scale work packages. Due to our complete vehicle competence, we believe we have become a premium ESP for vehicle engineering services in the automotive industry and are able to exploit our relationships across different products and divisions within our customers. We consider ourselves an innovation and technology leader providing vehicle engineering services to the automotive industry with German engineering excellence, with the goal to consistently be at the forefront of automotive innovation. Therefore, our Competence Centers

224 focus on key future technologies in the automotive industry such as lightweight construction, electric mobility, connectivity/car IT, new mobility concepts and Industry 4.0 production network solutions. We believe that our technology and innovation leadership is also evidenced by the various innovation and design awards such as which we have won in the recent past.

We have a highly skilled engineering workforce, experienced management and offer in-house development opportunities We consider our employees to be our greatest asset. Our workforce consisted of 8,063 employees (including trainees but excluding employees from discontinued operations) as of September 30, 2015. Approximately three quarters of our employees in Germany had an academic/engineering background (including employees with similar qualifications, e.g. directors, divisional and department heads, team managers, system and support engineers, “Meister”, technicians, etc., but excluding trainees) as of September 30, 2015. Since we believe that recruiting and retaining our highly skilled workforce is key to our business success, we attach great importance to the recruitment, training and retention of highly competent employees and have a comprehensive talent development process in place. Starting with recruitment activities at universities and innovation partnerships, we offer regular professional trainings, attractive incentive programs and career opportunities to our employees. We believe that our strong management focus on our workforce is evidenced by the eight consecutive top employer awards we have received from Top Employer Institute. Moreover, we have a highly experienced executive management team with a combined expertise of more than 40 years of experience in the automotive industry.

We have a solid financial profile based on strong revenue growth and attractive financial returns Our sales revenue has grown substantially since 2012 both organically and through strategic acquisitions such as the Rücker Group in 2012 and the BFFT Group in 2013. In the fiscal year ended December 31, 2014, our core business grew at a rate of 13.2% in terms of sales revenues with third parties. We expect the automotive ESP market to remain on a structural growth path in the foreseeable future and strive to continue our revenue growth on this basis. Given our substantially increased scale and the significant synergies achieved following the acquisitions of the Rücker Group and the BFFT Group, we have grown our Adjusted Core EBIT margin to 10.0% for the three-month period ended March 31, 2015 and also to 10.0% for the six-month period ended June 30, 2015. The Adjusted Core EBIT margin for the nine-month period ended September 30, 2015 amounted to 10.3%. We aim to increase our Adjusted Core EBIT margin in the medium term by means of cost synergy build-ups from such acquisitions. Generally, we aim to maintain a high level of returns in the medium term. Moreover, our asset- light business model does not require large investments.

IV. OUR STRATEGY In order to retain our position as a premium ESP in the automotive industry and to shape future automotive development, we put particular emphasis on the employment of a highly qualified and highly trained workforce that helps us, as we believe, deliver excellent performance with outstanding client feedback, meet the challenges of innovation and new technologies and form a strong global presence and network. Our objective is to leverage and strengthen our position as a top 3 global player in the growing ESP market and to achieve profitable growth. The key elements of our strategy to pursue and achieve this objective include:

Further improving our productivity The fiscal year ended December 31, 2014 was characterized by the integration of the Rücker Group and the BFFT Group into the EDAG Group. Both acquisitions complemented our service portfolio, global set-up and project management capabilities, which, as we believe, entails significant benefits for our customers. Due to the concentration of our resources, including

225 overhead functions, and our know-how we are now able to allocate resources more efficiently, cover different areas of expertise more effectively and take on a greater number of larger projects (e.g. complete vehicle development) for our customers. Additionally, we established a fault management system and are continually working on optimization of both internal and external processes. We rely on N5 and SAP software solutions to achieve these aims. In order to further improve our productivity, we intend to further expand our strategic position in the field of full vehicle and derivative development. We aim to be a first class, one-stop ESP for our customers and strive to exploit synergies across all segments and combine our engineering capabilities. In order to improve productivity, we have also implemented integrated reporting and management of resources, for example by securing appropriate partnerships and IT systems. Key to increased productivity is also our flexibility to serve multiple customers from one location. Apart from key customers, for whom we are ready to establish a local presence, data transfer allows us to service our customers remotely, which saves time and resources and forms an important part of our strategy to streamline overhead costs.

Focusing on innovation In the past, our high level of technological and professional expertise enabled us, as we believe, to reinforce our role as an important and well-regarded knowledge and technology partner to the automotive industry. In order to be able to realize complex technologies for automotive OEMs and their systems suppliers in the future, we intend to further expand our know-how network with universities, technology start-ups, manufacturers of semi-finished products and other experts. For the same reason, we established our Competence Centers “Lightweight Construction”, “E-Mobility”, “Car-IT” and “New Production Technology”. Our Competence Centers play an important role for our development capabilities. We believe that technological projects, such as “EDAG Genesis” and “EDAG Light Cocoon”, not only highlight our innovation potential and strengthen our competitive edge but also help us win projects, including for the development of new technologies, and attract new talent. Given our clear focus on innovation, we aim to further expand our Competence Centers and foster the identification of potential interdisciplinary projects, which we consider a particularly important driver for innovation. Bundling engineering expertise and encouraging cooperation between different departments moreover benefits the optimization of existing technology and the advancement of know-how. We actively foster the internal transfer of know-how and raise our profile within the automotive industry, for example through publications and our presence in the media to further strengthen our brand. We intend to market our innovations appropriately in order to fortify our reputation as a technology leader and to gain access to new customers and projects. In addition, we intend to advance the efficient and timely training of our employees which is, from our point of view, equally important for our innovative capabilities. Our focus on innovation is particularly important for our E/E segment. Vehicle electronics will be one of the major innovation drivers in the future due to the technological shift in the automotive industry towards alternative powertrains, especially electric motors, as well as, from a long-term point of view, autonomous driving (source: A.T. Kearney Report). Electrical and electronic components as well as software (including apps) already contribute a high proportion of the added value in vehicle development today and will, as we believe, play an increasingly important role regarding functionality, convenience, safety and environmental efficiency in the future. In order to be able to participate in this trend, we established our Competence Center in the E/E segment, particularly in the fields of car-IT (apps, autonomous driving and connectivity) and e-mobility (energy storage and power electronics). In E/E development, we are a full service provider to vehicle manufacturers and their systems suppliers. In particular, we strengthened this segment with the acquisition of the BFFT Group, which substantially expanded our capabilities in electric and electronic development and covers future-oriented areas such as ADAS and infotainment.

226 Fostering our attractiveness as an employer The leading position in technological know-how and innovation, we believe we have, can only be maintained in the long term if we continue to successfully recruit, train and retain highly qualified and skilled employees. The provision of attractive training and development measures for our employees is firmly embedded in our corporate identity. Our staff benefits from a comprehensive qualification program and a diversified range of training opportunities tailored to the continuous improvement of technical skills and leadership qualities. In order to maintain and enhance our position as an attractive employer, which is highlighted by numerous awards we have won in this category, we also offer our employees training in specialist disciplines. Additionally, we have implemented and intend to expand our internal development and training program, the EDAG academy, and encourage job rotation. Likewise, we incentivize and reward the participation of our staff in international assignments. In addition to our innovative potential, our training program also serves to strengthen our competitive position as perceived by our customers. We believe that the development and implementation of management and brand values does not only affect our customer relations but also inspires loyalty in our staff and helps us retain our employees. We stress the importance of employee commitment for our company and focus on strengthening their ties to EDAG, for example by implementing health and family management initiatives and putting emphasis on the integration of employees from acquired companies. As a consequence, we believe, we have a relatively moderate fluctuation rate of our employees. The attractiveness of our projects and project flexibility as well as our compensation and working models also prove essential for hiring and retaining employees. For further information on employees and recruiting activities see “L. Business—IX. Employees”.

Further strengthening our market position We are the number three in the German (source: Lünendonk analysis 2014) and global ESP market (source: A.T. Kearney Report) as measured by revenue. While the automotive ESP market has grown by a CAGR of approximately 6.1% in the period from 2010 to 2014 and is forecast to grow at a CAGR of 6.7% in the period from 2014 to 2020 (source: A.T. Kearney Report), the European ESP market, in absolute terms, is estimated to yield the largest absolute growth potential for ESPs. The top 5 ESPs, of which EDAG is one, are expected to grow at an even faster rate, i.e., at an annual rate of 9-12% until 2020 measured by sales revenue (source: A.T. Kearney Report). We regard ourselves to be well-positioned to capture the high growth rates expected in the relevant market by the A.T. Kearney Report due to our comprehensive service portfolio and well-established relationships with our customers, especially with German OEMs. Due to our expertise in engineering services for the automotive industry, we believe we enjoy a strong reputation among our international customers. German automotive OEMs and their suppliers are increasingly ramping up their foreign R&D capabilities, reflecting the automotive industry’s increasing globalization. Following the international footprint of our customers has therefore become a crucial factor for maintaining customer relationships and retaining project assignments. Consequently, the flexibility to assist our customers abroad with a local presence forms an important part of our strategy for international expansion. For example, we considerably increased our presence in Spain where we employed approximately 450 engineers as of December 31, 2014. We also enhanced our workforce in Eastern Europe. Outside of Europe, we have already expanded our facilities in India, China, the USA, Mexico and Brazil and plan to continue to do so in line with rising customer demand. To strengthen our market position, we plan to continue to follow our existing customers to their international production locations, for example to Mexico or China, as our customers expand their international footprint. Moreover, we aim to acquire new customers and are ready to expand our geographical reach to win these customers.

227 Further increasing profitability In the fiscal years ended December 31, 2012, 2013 and 2014, we were able to achieve an Adjusted Core EBIT margin of 8.3%, 7.7% and 8.4% respectively. We were able to increase our Adjusted Core EBIT margin to 10.0% for the three-month period ended March 31, 2015 and also to 10.0% for the six-month period ended June 30, 2015. Our Adjusted Core EBIT margin for the nine-month period ended September 30, 2015 amounted to 10.3%. Besides aiming to increase our Adjusted Core EBIT margin in the medium term by means of cost synergy build-ups, we intend to concentrate on strong project management and efficient resource allocation to further increase our profitability. This includes the implementation of best-cost initiatives to ensure competitiveness on an international level. Additionally, the consistent evaluation of economics and the risk assessment of potential new projects further help raise profitability. Likewise, early recognition and management of resource constraints and risks are key to enhancing our profit margins and form part of our strategy to increase profitability. During the fiscal years ended December 31, 2012, 2013 and 2014, our overall cost structure remained relatively stable. Personnel expenses and expenses for external services (including costs for ESPs operating as subcontractors) represented the largest cost factor.

Maintaining operating flexibility A positive operating cashflow is essential for maintaining the operating flexibility that we seek for optimally running our business. We are therefore ready to engage in viable investment activities if they fit into our strategic considerations. Accordingly, improving our equity ratio and our investment quota as well as maintaining an appropriate investment cashflow form important parts of our long-term investment plans. Efficient debtors/creditors management additionally helps us control the amount of liquidity available to us. In order to maintain the level of liquidity which we consider necessary to maintain operational flexibility, we aim to optimize the management of our working capital and receivables. While carefully assessing investment opportunities, we will continue to concentrate on an asset-light business model and strive to maintain a comfortable buffer for operating flexibility.

V. OUR OFFERING AND OPERATIONS At EDAG, our operations are organized along our three core segments Vehicle Engineering, E/E and Production Solutions. While we offer single services in the individual segments, we also offer these services to our customers as packages or in various combinations and in the form of cross-divisional projects.

228 Vehicle Engineering Electrics/Electronics Production Solutions

Design Concepts E/E Vehicle Engineering Concept Engineering • Styling • E/E architectures • Digital Factory • Surfacing • E/E functions development • Factory Planning • Model marking • E/E functions validation • Forming technology tool and dies • Wiring and E/E component packages • Process planning (body shop, paint, Body Engineering general assembly, logistics) • Concept development and package E/E Systems Engineering • Factory simulation and production IT • Body in white and door systems • Requirements management • Interior and exterior • System implementation Realization Engineering • System validation • Systems development Vehicle Integration • Vehicle integration • Robotics • Chassis • Automation • Powertrain E/E Embedded Systems • Vehicle functions (e.g. safety, thermal, • ECU conception and specification Feynsinn noise vibration harshness) • Hardware development • Executive consulting (regarding value chain • Component and vehicle validation • Software development process • Simulation and calculation • Integration and validation • Technical consulting (regarding value chain • Experiment and test rig construction • Systems solutions and tools process) • Vehicle assembly • Implementation and training E/E Car-IT • Services and software products Project Management • Engineering • Management of complete vehicle and derivative projects • Standardization • Process consulting services • Consulting

Life Cycle Engineering/Support • Quality management • Documentation services Segments Divisions • Services • Life cycle optimization (cost, etc.)

1. Vehicle Engineering We deliver Vehicle Engineering services through 25 German and 16 international locations and approximately 4,700 employees (including trainees), providing us with a strong global presence neartheR&Dcentersofourmajorcustomers.Ourservicesinthissegmentcoverallaspectsof the automotive development process and include concept development, ranging from component, module and system to full vehicle development with lightweight design as a focus of our innovation development. Moreover, we have strong capabilities and know-how in truck applications. Our main customers are the major European automotive manufacturers and their systems suppliers. Examples of completed projects in the Vehicle Engineering segment include the development of a frontal restraint system for a German premium OEM, the development of a head of state vehicle for a German premium OEM, the development of a carbon fiber reinforced plastic body in white for a German premium OEM and a full interior development for an entire vehicle family for a US volume OEM. Furthermore, we were hired as a general contractor for surfacing and clay modeling. In the Vehicle Engineering segment we also work on exhibition show cars and the development of future light concepts. With €417.6 million or a share of 60.5% in total sales revenues and changes in inventories in the fiscal year ended December 31, 2014, Vehicle Engineering constitutes our largest segment by sales revenues and changes in inventories. In this segment, we generated approximately half of our revenues in Germany with module design in the fiscal year ended December 31, 2014, while the activities styling, simulation and component and vehicle validation also contributed strongly to our revenues. Examples of completed projects in the Vehicle Engineering segment include the development of a frontal restraint system for a German premium OEM, the development of a head of state vehicle for a German premium OEM, the development of a carbon fiber reinforced plastic body in white for a German premium OEM and a full interior development for an entire vehicle family for a US volume OEM. Furthermore, we were hired as a general contractor for surfacing and clay modeling. In the Vehicle Engineering segment we also work on exhibition show cars and the development of future light concepts.

229 The segment is divided into the divisions Design Concepts, Body Engineering, Vehicle Integration, Project Management and Life Cycle Engineering/Support. The following chart provides an overview of our services along the product life-cycle chain in the Vehicle Engineering segment: SOP EOP Month -60 -48 -36 0 84+

Research & advanced Concept & styling Series development Production development

Light-weight Research

Styling

Surfacing Design

Concepts Model Making

Concept Development and Package

Body-in-white and Door Systems Body Interior and Exterior Engineering Chassis

Powertrain

Vehicle Functions

Component and Vehicle Validation Vehicle Integration Simulation and Calculation

Vehicle Assembly

Documentation Services

Quality Management

Life-cycle Life-cycle Optimization (cost, etc.) Eng./ Supp.

Vehicle / Project independent services: Experiment and Test Rig Construction Management of Complete Vehicle and Derivative Projects Process Consulting Services a. Design Concepts Division Styling plays a key role in the development process of vehicles. While our customers provide ideas and define the direction of a new product, we offer various types of design services and help them implement their objectives, using both virtual and physical models to check technical feasibility of designs. In the Design Concepts division, we offer a full range of styling services, i.e., sketches, form finding and model making, and our design studios are able to handle large model building volumes. Our portfolio of services in this division includes product conception and design and visualization in computer-aided industrial design applications. Š Styling: Our services comprise designing brand strategies, designing ideas, product conception and design and visualization in computer-aided industrial design applications such as 2D, 3D and Virtual Reality applications. Š Surfacing: Surface development is an important interface between design and the subsequent development phases in other departments. We use clay and virtual models to concurrently fulfill design requirements and technical feasibility and utilize surface simulation to create photo-realistic images and virtual reality scenarios. Š Model making: We create high-precision physical models of commissioned vehicles, whether for validation or as design models which includes, inter alia, hard models, drivable show cars with a wide range of functions (e.g. lighting and electrical door mechanisms), sculptures and special models as well as prototype parts. In model making, we also work on the integration of electrical and electronic functions into the models. b. Body Engineering Division The core areas of body engineering concern the development of body in white and exterior and interior vehicle parts. Our services are driven by the automotive industry’s focus on developing

230 fuel efficient new vehicles with lower CO2 emissions, which is due to the introduction of regulatory limits on CO2 emissions by car fleets produced by individual manufacturers. One of the key tasks in vehicle development is weight reduction through the use of innovative composite materials, high-strength steel, aluminum and magnesium. Particularly as a result of the increased number of derivative car models brought to market by OEMs, design elements and surface features in the interior of the vehicle have become distinguishing features of significant importance to customers and thus car manufacturers to differentiate and individualize their models. Ergonomics, comfort, safety and functionality are key features of the interior design for cars. Since the development of complex interior components and modules is closely linked to those of the body of the vehicle, we serve this interface by combining work streams from our different business divisions. The Body Engineering division encompasses all services such as package (the arranging of components and modules in the vehicle in such a way that legal and functional requirements are met), body in white, and the development of interior and exterior vehicle parts in accordance with customer needs. This also includes the development of door systems. The Body Engineering division plays an integral part in the full vehicle development programs of our customers. Š Concept development and package: As part of intelligent module structures, we develop platform and modular product concepts for our customers making optimum use of available space. We also work on ergonomic analysis and concept validation of vehicle functions to provide optimum ergonomic, assembly and maintenance properties. Š Body in white and door systems: Our services in this area include preliminary, concept and series development of the vehicle body as well as lightweight design and the selection of suitable material. Multi-material applications as well as designs in aluminum, magnesium, reinforced polymers and carbon fiber are utilized. Additionally, we assess manufacturing- related feasibility in terms of cost, ease of assembly and recyclability and supplier management and development. Š Interior and exterior: Our services in interior comprise preliminary, concept and series development, lightweight design and material selection and integration. Additionally, we offer supplier management and development and, if agreed, take on responsibility for module development with functional targets. Our vehicle engineering services regarding the exterior system include the development of air spoilers, panels, windows, glass roof systems or complete modules, e.g. bumper systems. c. Vehicle Integration Division In the development of vehicle functions, we offer all around engineering of the attributes of the complete vehicle. These include active and passive safety, longitudinal and lateral dynamics, operational stability, noise vibration harshness (NVH), aerodynamics and aeroacoustics, as well as thermal management, heating ventilation air condition (HVAC) and cooling. Another element of our part in the function development process is the integration of the restraint system and thermal components. Š Chassis: Regarding chassis development, we offer preliminary studies, concept and series development. We perform the development of the chassis and the assessment of vehicle dynamics. Therefore we offer design and simulation services as well as physical validation of components, systems and the overall vehicle. Systems supplier development and integration is also a vital and important part of our offering. Š Powertrain: Focusing on powertrain system integration, we offer complete vehicle integration of powertrain systems including design, simulation and functional testing. The main innovation drivers are new and alternative powertrain concepts, for example hybrid and electric drive systems.

231 Š Vehicle functions (e.g. safety, thermal, noise vibration harshness): Regarding vehicle safety, we offer preliminary studies, concept and series development as well as the development of passive and integral safety, i.e., the coordinated interaction of active and passive safety requirements and therefore compliance with the relevant safety requirements. A strong part of our offering is the simulation and calculation and the functional testing of such systems. In this process we also integrate and manage the component supply base of the safety systems. Regarding thermal development, we assist our customers with the functional integration of the cooling, coolant circuit and air conditioning components and systems in the vehicle. We carry out preliminary studies, concept and series development in this context. Attributes such as aerodynamics, noise vibration harshness (NHV), acoustics, ride and handling and comfort play a decisive role in the driving experience in modern vehicles. Our services in this respect include developing attributes of the complete vehicle, as well as the development of module functions. Š Component and vehicle validation: We examine and test new ideas and solutions in our laboratories and testing facilities, employing rigorous testing procedures and systems. We outsource the testing of entire vehicles in the course of the development programs for entire vehicles. Š Simulation and calculation: Virtual simulation and testing within the framework of computer-aided engineering (CAE) is key to validating products at an early stage until production tooling release. With CAE we offer the testing of the rigidity, strength and misuse loads, vibration and acoustics, operational strength and fatigue resistance, vehicle dynamics, vehicle safety, structure design (crashworthiness), passenger safety (design of restraint systems) and pedestrian protection. Š Experiment and test rig construction: Our laboratories also realize and test components, modules, and even complete systems, focusing on components made of polymeric materials, on ageing and weathering simulation, acoustics, thermal properties, material cards and electrical and electronic components. These tests are mainly carried out by our accredited test laboratory in Fulda (DIN EN ISO 17025 standards). Š Vehicle assembly: We also supervise our customers’ vehicle development projects, from the preparation of product specifications to the start of production (SOP) since the validation and certification process is one of the most important milestones in the process of the creation of a new generation of vehicles. Starting with detailed competition analysis, the drafting of vehicle technical specifications and generation of complete validation plans, to complete vehicle testing and approval recommendation, we ensure that these processes run smoothly. d. Project Management Division Our Project Management division manages complete vehicle projects, derivatives, special vehicles and large-scale interdisciplinary module packages. Š Management of complete vehicle and derivative projects: In individual cases, our customers contract us for the development of complete vehicles. Our services range from styling an idea to manufacturing engineering and turnkey facilities. In this context, we also take on engineering and supplier management on a component, system and vehicle level. In this role, we define and coordinate the responsibilities of all parties involved in a project in order to foster exchange of information, both internally as well as among all parties involved and ensure the final delivery of the project within quality, timing and budget. Š Process consulting services: We consult new customers in emerging markets formulating their strategies and setting up their processes. In particular, our services comprise consulting on platform, cooperation and development strategies, the integration of production planning simulation and optimization as well as CAE simulation, validation and testing in cooperation with our customers. Furthermore, we support our customers to optimize single steps within the whole development process.

232 e. Life Cycle Engineering/Support Division Š Quality management: We offer ramp-up management, i.e., modification, module and quality control in order to improve product quality. Š Documentation services: We offer technical communication solutions for our customers’ products, such as logbooks for repair and service guides as well as CE documentation for machinery and plant engineering. With respect to information design, we develop guidelines and individual communication products from 3D editing to methodical pattern recognition and structuring and knowledge transfer via media products. Š Life cycle optimization (cost, etc.): We offer field monitoring, i.e., the processing of complaints in aftersales, quality audits (according to state-of-the-art standards such as FMEA), trainings and process optimization.

2. Electrics/Electronics (E/E) In the E/E segment, which is based in 18 German locations and one international location and comprised approximately 1,660 employees (including trainees) as of September 30, 2015, we carry out the integration of new electrical/electronic components and modules in sustainable vehicle concepts, and also deal with the central theme of energy in vehicles. While our portfolio of services comprises complete E/E packages, we also offer single services in body E/E, Car-IT and connectivity and advanced driver assistance systems (ADAS). Electrical and electronic systems as well as software in vehicles play a constantly increasing role in the development of automobiles today, in particular regarding functionality, convenience, safety, fuel efficiency and electric drive systems. We believe that future cars will rely on even more electrical and electronic systems and software. This trend also leads to increasing complexity in the automotive development sector, for which we believe we are very well equipped due to our global network of engineers and the establishment of our Competence Centers. In order to implement innovative and individualized solutions for our customers, we combine different competence clusters, providing services from development, integration and validation of individual components, modules and systems to complete vehicles with corresponding supporting services. In order to achieve maximum project success, we pursue an interdisciplinary way of working. This so-called networked engineering in accordance with our V-Model serves as a link between product development/realization and integration/validation and reduces our coordination efforts alongside the whole development chain within E/E, from product design to start of production. Examples of completed projects in the E/E segment include the development of piloted driving and parking assistance systems for an European OEM, the global supervision of a series production of infotainment and connectivity components for a German premium OEM (series development after startup of all colored (online weather, Facebook) and grey (eCall, car finder) services including country approaches and inventory maintenance and the development of a display function for the combined and infotainment system and the implementation of the software for character recognition (English and Chinese) as well as for voice-over-IP (letter to speech), the software development for connected emergency functions (eCall) for a European systems supplier, the development of inverter electronics regarding an electrical turbocharger for a European systems supplier and the development of high-voltage lithium ion batteries for an OEM in the automotive industry. Additionally, we were entrusted with the integration of the steering wheel and the gear shift electronics as well as a transparent OLED display (including touch screen) in the center console of a sports car. With €123.8 million or a share of 18.0% in total sales revenues and changes in inventories in the fiscal year ended December 31, 2014, E/E is currently our second largest segment after Vehicle Engineering by sales revenues and changes in inventories. In this segment, we generated approximately two thirds of our revenues in the fiscal year ended December 31, 2014 with test

233 and validation as well as systems engineering, with each of these two activities contributing about a third of our revenues and the activity embedded systems adding to our revenues strongly as well. The segment is divided into the E/E Vehicle Engineering division, the E/E Systems Engineering division, the E/E Embedded Systems division and the E/E Car-IT division. The following chart provides an overview of our services along the product life-cycle chain in the E/E segment: SOP EOP Month -60 -48 -36 0 84+

Research & advanced Concept & styling Series development Production development

E/E Architectures

E/E Functions Development

E/E Functions Validation E/E Vehicle Engineering Wiring and E/E Component Package

Requirements Management

System Implementation

System Validation Engineering E/E Systems Vehicle Integration

ECU Conception and Specification

Hardware Development

Software Development Systems

E/E Embedded Integration and Validation

Standardization

Consulting E/E Car-IT Engineering

Vehicle / Project independent services: Car-IT Services and Software Products Systems Solutions and Tools (e.g. test racks, measurement tools, etc.) a. E/E Vehicle Engineering Division The E/E Vehicle Engineering division takes on the functional development of electrical and electronic systems in derivative and complete vehicle projects, commissioning, validation and the approval process. Š E/E architectures: We develop new electrical architectures (benchmarks, concepts, requirements management and partitioning of functions and systems). Š E/E functions development: We offer E/E functions development on total vehicle level from concept phase to development phase to series maintenance. Š E/E functions validation: We assume the planning and execution of test and validation for the interplay of all E/E systems in static and dynamic laboratory and prototype vehicles. Š Wiring and E/E component package: We execute release, draft and control activities, including fastening elements, cable protection work, cable conduits and circuit plans, in developing and integrating the physical electrical system into the vehicle. b. E/E Systems Engineering Division In our E/E Systems Engineering division, we handle project packages from concept planning and specification to integration and testing of innovative E/E systems for vehicle manufacturers and their systems suppliers. Š Requirements management: We develop and define system requirements regarding functions, sensors, actuators, electronic control units (ECUs), interconnection and diagnosis.

234 Š System implementation: Our services include the implementation of several components to a system (ECU, sensors, actuators). Š System validation: We offer system validation regarding functions, interconnection and diagnosis. Š Vehicle integration: The physical and functional integration of E/E systems forms part of our services portfolio. c. E/E Embedded Systems Division Our E/E Embedded Systems division takes on complex projects from concept planning, to series development, assembly of prototypes and initial start-up of electronic control units for systems suppliers and vehicle manufacturers. Š ECU conception and specification: Our services in this area comprise the optimal architecture concept of electronic control units as well as specification, simulation and calibration of control systems. Š Hardware development: In respect of hardware development we define the hardware architecture, do the circuit design and layout and execute the circuit and thermal simulation. Furthermore we are specialized in developing power electronics. Š Software development: We offer our experience in model-based software development from architecture and applications to automatic code generation. Š System integration and validation: We specialize on integrating software modules into the hardware and validating the virtual and physical functions on the component level. Š Systems solutions and tools: We develop test racks and measurement tools and also offer their operation. d. E/E Car-IT Division Our E/E Car-IT division is the driver for digital transformation and specialized in automotive software development. This division offers software, services and system solutions for the connected mobility industry that we develop ourselves. We use this expertise to offer our customers (OEMs, systems suppliers and IT companies) engineering and development services in the context of connectivity, e.g. car to x communication. Š Services and software products: We develop, provide and distribute Car-IT services, applications, tools and software systems solutions. Š Engineering: Our portfolio in this area comprises engineering services for software products of connected mobility from specification and realization to integration and validation. Š Standardization: We offer standardization of key technologies regarding connectivity. Š Consulting: Innovation scouting and evaluation as well as consulting in the area of digital transformation form part of the services we offer.

3. Production Solutions In the Production Solutions segment, which is based in 19 German and five international locations and comprises approximately 1,300 employees (including trainees) worldwide, we act as an holistic engineering partner for the development and implementation of production processes, including turnkey engineering. Besides handling the individual stages of the product creation process and offering all factory and production systems-related services, we also have the ability to plan complete factories, including interaction between different cross processes, and provide single-source support throughout the implementation stage. Within the context of simultaneous engineering, we take an integrative approach. i.e., one in which the vehicle engineering divisions, plant design and production simulation all work together to create highly suitable project interfaces. In this context, our Production Solutions segment caters to the core

235 aim of the Industry 4.0 project which is the development of intelligent products and processes that critically depend on the close interaction between electrical and mechanical engineering and IT. Examples of completed projects in the Production Solutions segment include the general planning for a new engine plant in China for an automotive OEM, a full system development (full engineering of a body in white line for the complete floor assembly) for an automotive OEM in Germany, the USA and South Africa, the 3D engineering with our Digital Factory and production engineering for a heavy duty truck OEM, the turnkey project management and integration in an automotive production plant and the conversion of an assembly line into paperless production for an automotive OEM in Germany. With €106.4 million or a share of 15.4% in total sales revenues and changes in inventories, Production Solutions was our third largest segment in the fiscal year ended December 31, 2014 by sales revenues and changes in inventories. In this segment, we generated more than half of our revenues in the fiscal year ended December 31, 2014 with systems development and robotics, with the activity process planning contributing to our revenues strongly as well. The Production Solutions segment consists of three divisions: the Concept Engineering division, the Realization Engineering division and Feynsinn. The following chart provides an overview of our services along the product life-cycle chain in the Productions Solutions segment: SOP EOP Month -60 -48 -36 0 84+

Research & advanced Concept & styling Series development Production development

Architecture and Construction Planning/Utilities Planning

New production (Digital) Factory Planning technology

Forming Technology Tool & Dies

Process Planning (Body Shop, Paint, General Assembly, Logistics)

Systems Development

Robotics

Automation

Factory Simulation and Production IT

Safety Engineering Services

Vehicle / Project independent services (Feynsinn): Executive Consulting (regarding value chain) Technical Consulting (regarding value chain) Implementational Training a. Concept Engineering Division In our Concept Engineering division we offer our customers an integral approach in process planning. We support companies in factory and production planning, i.e., we assist with the implementation of new plans, but also with the conversion or expansion as well as the optimization of existing systems whilst in operation. By way of simultaneous engineering, we help our customers improve timing, costs, risks, quality and efficiency of projects. In order to achieve maximum project success, we are equally dedicated to project organization, communication and decision-making procedures. In addition, we pursue an interdisciplinary way of working.

236 Production Solutions furthermore offers its customers profound know-how in production IT, or carbon-fiber reinforced polymer (CFRP)/Plastics (from process development to planning of complex products and production facilities as well as the quality control) and energy simulation of entire plants. Š Digital factory: We support our customers in mapping, simulating and optimizing real-world processes digitally and offer services from project scheduling and planning to layout definition, simulation and optimization to offline programming. Process validation in the digital factory is key for cost-minimization when implementing new production processes. Š Factory planning: In factory planning we offer product, process and operating analysis, location analysis and planning, value stream analysis, design and optimization, concept planning for product and factory and start-up and error management. Š Forming technology tool and dies: Tool making encompasses mechanical production, tool making, tool assembly and try-out, press shop for low-volume production and quality assurance and measuring technology. We offer support in the design and development of press tooling where engaging in the systematic application of virtual CAE methods. Such simulations allow us at an early stage in the development process to set the direction for achieving the functional objectives requested by our customers and evaluate their design targets with a view to cost and feasibility. Š Process planning (body shop, paint, general assembly, logistics): Our services in this area consist of simultaneous engineering, concept product specification and detailed planning. When designing the stations of an assembly sequence, we pay attention to efficient and ergonomic materials supply, reducing distances to be covered on foot, and installation- oriented line balancing. MTM (Methods-time Measurement) analyses are carried out for every assembly process, to calculate production time and what resources are necessary. Š Factory simulation and production IT: In factory simulation we optimize our customers business processes, controls and material flow throughout the entire production life cycle, from the initial concept until the equipment is taken out of service. The systematic application of process simulation during all stages of a project supports decision-making processes to find a tailor-made, investment-optimised concept by providing key figures and process instructions. Process simulations allow our customers to evaluate extreme scenarios and define suitable measures in the concept and planning phase as well as in the operating phase without influencing ongoing processes. In Production IT, the planning, implementation and support of customized control systems is our target. Our holistic understanding of the cooperation between the supplier, production and customer, but also within the production areas, enables us to offer our customers customized instrumentation and a control concept adjusted to their needs. b. Realization Engineering Division This division’s spectrum of services ranges from the digital implementation of the initial idea to the creation of detailed designs and production drawings. Š Systems development: Our spectrum of design services ranges from the digital implementation of the initial idea to the creation of detailed designs and production drawings and includes, in particular, a simultaneous engineering phase. Within the context of simultaneous engineering, we favor an integrative approach, with body engineering, plant design, production simulation and production systems all working together, to create ideal project interfaces. The production design department offers integrated competence for one-off solutions, but also for turnkey systems for the complete body in white department. With our extensive CAD capacity for all common systems, we are well able to handle complex production development projects.

237 Š Robotics: The field of robotics is a vital link between engineering and realization. Early involvement in the engineering process enables us to systematically optimize the production processes, cycle times and locking mechanisms of our customers’ equipment. Š Automation: To round off our production engineering portfolio across all disciplines, we added automation to our services a few years ago and now offer a complete engineering package, mechanically, electrically and functionally validated by means of virtual commissioning, without any interface-related loss. c. Feynsinn Our Product Solutions segment is complemented by our process consulting division “Feynsinn” which closes the gap between product development and production development. Feynsinn improves software and IT-supported processes and methods, in particular product design, development and production and sales and marketing. Š Executive consulting (regarding value chain process): Feynsinn deals with topics like potential analysis, process prototyping, lean development/development 4.0 and lean manufacturing/industry 4.0. Feynsinn offers also technical consulting through PLM/PDM and product cost management. Š Technical consulting (regarding value chain process): Feynsinn also offers consulting, conceptual and realization services in the field of visualization technologies involving real- time visualization, virtual reality, augmented reality, offline rendering, animations and press photos. Š Implementation and training: In contrast to other consulting services, Feynsinn also supervises the implementation of solutions. Customized training opportunities complete Feynsinn’s portfolio.

VI. CUSTOMERS Our customer base reflects our strong focus on the automotive industry: approximately 67% of our sales revenues in the fiscal year ended December 31, 2014 were derived from customers that are passenger car manufacturers and approximately 5% from commercial vehicle manufacturers while approximately 27% were contributed by other manufacturers, i.e., predominantly automotive systems suppliers. We maintain particularly strong relations with all major German passenger car and commercial vehicle manufacturers. In the fiscal year ended December 31, 2014, we generated 78% of our sales revenues and in the nine-month period ended September 30, 2015 approximately 77% of our sales revenues in Germany. 12% of our sales revenues in the fiscal year ended December 31, 2014 and approximately 13% of our sales revenues in the nine-month period ended September 30, 2015 were derived from customers within the rest of Europe. Our largest customers (divided according to customer sales divisions and not including FFT Produktionssysteme GmbH & Co. KG) measured by sales revenues in the fiscal year ended December 31, 2014 are set out in the following table:

Selected customer sales divisions in the financial year ended December 31, 2014 (in % of total sales revenues) Customer sales division A(1) ...... 21% Customer sales division B(1) ...... 16% Customer sales division C(1) ...... 1% Customer sales division D(1) ...... 17% Customer sales division E(1) ...... 6% Customer sales division F ...... 4% Customer sales division G ...... 2%

238 (1) Customer sales division A: Volkswagen group (excluding Audi and Porsche); customer sales division B: Audi group; customer sales division C: Porsche group; customer sales division D: BMW group; customer sales division E: Daimler group. Our five largest customer sales divisions contributed approximately 64% of our sales revenues in the fiscal year ended December 31, 2014 and 59% in the nine-month period ended September 30, 2015, respectively. We derived approximately 55% of our sales revenues in the fiscal year ended December 31, 2014 (approximately 53% in the nine-month period ended September 30 2015) from our two major customer groups, the two German corporate groups Volkswagen and BMW, with the Volkswagen group (Volkswagen, Audi and Porsche) generating approximately 38% of our sales revenues in the fiscal year ended December 31, 2014 and 38% in the nine- month period ended September 30, 2015, respectively. Recently, the competent U.S. authorities announced that they had discovered the presence of a program in the engine software of certain vehicles having diesel engines manufactured by the Volkswagen group. This program, these authorities claimed, violates U.S. environmental standards by manipulating the exhaust emissions of the affected vehicles during emissions testing. The Volkswagen group subsequently stated that the affected Diesel engine had been built into approximately 11 million vehicles globally. The Volkswagen group recognized an initial provision of €6.7 billion in its profit and loss statement for the third quarter of its current fiscal year, for anticipated costs to repair affected diesel engines, however, this did not address any legal risks connected to this issue which could not be assessed at that time and may result in considerable financial charges. Subsequently, the Volkswagen group also announced that during the course of internal investigations unexplained inconsistencies were found with regard to type approval CO2 levels, affecting around 800 thousand vehicles with diesel engines as well as around 98 thousand vehicles with petrol engines from the Volkswagen Group. The Volkswagen group’s initial estimate for the additional economic risks from these findings amounts to approximately €2 billion. As a consequence of this situation, which is still subject to development, the Volkswagen group and the vehicles produced by it have come under scrutiny by the authorities of several other countries, some of which have deployed preliminary measures such as sales restrictions. We are currently not able to predict the effects these developments, including potential substantial fines or other penalties, will have on the Volkswagen group, our largest customer group, and any other of our major customers. The new management of Volkswagen group has announced that the group’s R&D program is under review and that investments not deemed absolutely necessary will be cancelled or delayed. As of the date of this prospectus, EDAG does not have any contracts with Volkswagen in the area of powertrain and has not had any cancellations of projects with the Volkswagen group. Also, we currently have not been notified by the Volkswagen group that it plans to reduce engineering services contract volumes with us. Among the major German OEMs, we make an effort to foster our relationships with premium OEMs. In the fiscal year ended December 31, 2014, we derived approximately 40% of our sales revenues and in the nine-month period ended September 30, 2015 approximately 39% from BMW, Audi, Daimler and Porsche. Due to our customer-related international footprint and our continuous business development efforts, our customers today also include reputable non-European car manufacturers and we generated 10% of our sales revenues in the fiscal year ended December 31, 2014 and approximately 11% of our sales revenues in the nine-month period ended September 30, 2015 outside of Europe. In alphabetical order our most important customers in the automotive industry are Audi, BMW, BMW Brilliance, Bugatti, Chery, Daimler, Ford, GM, Honda, Hyundai, Opel, Porsche, Renault, Seat, Skoda, Toyota and Volkswagen. Our most important customers (in alphabetical order) in the commercial vehicle industry include Agrale, DAF, Daimler, MAN, Marcopolo, Navistar, Vanhool and Volvo. Our most important customers from the automotive systems supplier segment (in alphabetical order) include Benteler, Bosch, Continental, Delphi, Dräxlmaier, Johnson Controls, Kautex, Krone, Magna, SMP, Polytech, Schmitz Cargobull, TRW and World Auto Steel.

239 According to our own estimates and based on revenue in the fiscal year ended December 31, 2014, we concluded almost all our contracts in the Vehicle Engineering segment in the form of work packages (approximately 67%) and service contracts (approximately 29%). The average contract size in this segment was approximately €230 thousand in the fiscal year ended December 31, 2014. In the E/E segment we also concluded almost all our contracts in the form of work packages (approximately 62%) and service contracts (approximately 34%). The average contract size in this segment was approximately €141 thousand in the fiscal year ended December 31, 2014. Likewise, in the Production Solutions segment we concluded almost all our contracts in the form of work packages (approximately 83%) and service contracts (approximately 13%). The average contract size in this segment was approximately €293 thousand in the fiscal year ended December 31, 2014.

VII. COMPETENCE CENTERS In order to accommodate the increasing complexity of the car of the future and meet the high technological requirements placed on it and its development, EDAG has concentrated the special knowledge needed to focus on the development of new trends in four competence centers: “Lightweight Construction”, “E-Mobility”, “Car-IT” and “New Production Technology”. a. Lightweight Construction Lightweight construction is an extremely diverse and interdisciplinary technology and our Competence Center is often involved in pilot projects and technology scouting. The spectrum of lightweight production technologies we work with ranges from multi-material systems to energy-efficient and affordable lightweight construction methods. Our vehicle engineering services cover a broad range from motor sports to the premium segment as well as special solutions for electric mobility to classic series production. As keeping manufacturing costs at an acceptable level is always an issue with lightweight construction, the wide variety of lightweight technologies available makes optimization a complex issue for the OEM. We concentrate on a broad range of lightweight strategies for the automotive industry, regardless of what strategies the manufacturers and systems suppliers are following themselves. We invest our research activities in steel lightweight construction with innovative steel qualities and intelligent semi-finished products, light metal solutions in cast metal and/or sheet construction and fiber composite competencies. b. E-Mobility We see further technological trends in energy management, new E/E architectures and the networking of electric-powered vehicles, and are continuing to develop the competencies required by our customers. Our aim is to guarantee a fully integrated concept for the development of electric vehicles. With specially devised powertrain, architecture, interface, body and safety solutions, intelligent charging systems, layout and integration of electric drive systems and energy storage units and vehicle energy management we are constantly pushing ahead with further developments in this field. c. Car-IT The increasing importance of electronics, software and networking in our day-to-day lives is also making itself felt in the world of mobility. With the legal requirement for an emergency call system and with Regulation (EU) 2015/758 introducing an obligation to have eCall in new vehicles form March 2018 throughout the EU, there is already a connection with the infrastructure, and this marks the starting point for new functions. The Internet of Things, the interconnection of everyday objects and universal interfaces for electronics, has also reached automotive development. Today’s most important technological trends in Car-IT include connectivity, intelligent assistance systems (ADAS), charging interfaces for e-mobility, the integration of database systems, new operating concepts or autonomous driving, integration in existing architectures or completely new developments, embedded software/hardware development but also application development, visualization and all safety aspects.

240 d. New Production Technology In order to accommodate the current trend towards weight reduction our Competence Center New Production Technology assists our customers in attaining and verifying necessary process capabilities for new joining technologies. We work on new material combinations in order to enable their series production. The produced materials are validated by means of rigorous and comprehensive testing. Another focus of our competence center New Production Technology is the use of lightweight/ sensitive robots which assist our design engineers in terms of perspective in the development process and thus advance the cooperation between humans and machines in the production process. Our engineers are also engage in additive manufacturing, another future trend in the automotive industry.

VIII. MARKETING AND SALES ACTIVITIES While market developments vary from region to region, our customers mostly operate on a global level. Additionally, the markets which we depend on are subject to cyclical developments. Overall, this volatile environment influences our ability to anticipate our customers’ needs and requires flexibility regarding workforce and service offering. Adjusting to globalization and the increasing specialization of our customers as well as unpredictable market developments, we have aligned our marketing and sales organization towards customer-specific workflows and streamline all activities related to individual customers across different segments and divisions. In this way we ensure efficient customer care. Full transparency of all material business transactions and customer strategies is key for our customer relations performance. While this structural organization avoids redundancies and unites customers’ concerns, it also provides our customers with contact persons below the management level who are able to address cross-divisional questions. Such customer relations benefit us as well as the customers. Our sales organization is divided into different business units. These business units correspond to our major customers but we also have a business unit for systems suppliers and a general unit for business development. Each of these divisions has a dedicated sales organization which is in direct contact with the respective customers and which is responsible for the sales performance of the relevant division and segment respectively. Our standardized SAP-based quotation process ensures efficiency, short response time and uniform pricing criteria. Our marketing department is divided into marketing and sales exhibitions, communications and marketing. Due to the confidential nature of a substantial part of our business with OEMs, our marketing strategy focuses on values, morale and competence and helps us position ourselves as strong B2B brand, acquire new customers, retain existing customers and increase our awareness as a brand employer. Our digital marketing footprint includes our own websites, social media and mobile applications, e-advertisements and emails as well as online magazines and external blogs. Innovation is central to our ability to provide customers with an attractive and value-adding service offering and enables us to participate in the ongoing trend of the global model and technology initiatives launched by the leading vehicle manufacturers. While we generally focus on development rather than research and our business model is not based on proprietary intellectual property, we nevertheless maintain a development center in Fulda, Germany. We believe that our investment in project-independent research and development, such as the EDAG Light Cocoon car, ensures that we maintain customer awareness, brand recognition, competitiveness and know-how in the automotive ESP market. We believe that this earns us a reputation as a top-performing ESP and helps us attract new customers as our development activities often provide an initial point of access to potential customers, for example when we are invited to present our lightweight concepts introduced at international car shows at the

241 place of business of car manufacturers. From such initial meetings and our presence at international car fares, we are often able to solicit customer specific R&D projects and expand our expertise, services and abilities in the process. Such projects, as we believe, strengthen our clients’ confidence in our performance and help us win future business. Additionally, market awareness and brand recognition help us attract new talent and play an important role in our recruiting efforts.

IX. EMPLOYEES In the nine-month period ended September 30, 2015, we employed an average of 7,714 employees, compared to an average of 7,450 employees in the nine-month period ended September 30, 2014 and 7,484 employees in the fiscal year ended December 31, 2014, 7,011 employees in the fiscal year ended December 31, 2013 and 4,557 employees in the fiscal year ended December 31, 2012, including trainees but excluding employees from discontinued operations in each period. Since September 30, 2015, there has been no material change in the number of our employees until the date of this prospectus. The following table contains a summary of the average number of employees of our Group in the nine-month period ended September 30, 2015 and in the fiscal years ended December 31, 2014, 2013 and 2012, each subdivided by segments:

For the nine-month period ended September 30, For the fiscal year ended December 31, 2015 2014 2013 2012 Breakdown according to (consolidated, (combined, segments unaudited) (consolidated, audited) audited) Vehicle Engineering ..... 4,764 4,806 (64.2%) 4,645 (66.3%) 2,644 (58.0%) Electrics/Electronics (E/E) . . 1,659 1,292 (17.3%) 1,043 (14.9%) 354 (7.8%) Production Solutions ..... 1,291 1,120 (15.0%) 873 (12.5%) 732 (16.1%) Miscellaneous ...... — 266(3.6%) 450 (6.4%) 827 (18.1%) Total ...... 7,714 7,484 (100%) 7,011 (100%) 4,557 (100%) The following table contains a summary of the average number of employees of our Group in the nine-month period ended September 30, 2015 and in the fiscal years ended December 31, 2014, 2013 and 2012, each subdivided by geographic regions:

For the nine-month period ended September 30, For the fiscal year ended December 31, 2015 2014 2013 2012 Breakdown according to (consolidated, (combined, geographic regions unaudited) (consolidated, audited) audited) Germany ...... 5,947 5,782 (77.3%) 5,490 (78.3%) 3,807 (83.5%) Rest of Europe ...... 956 941(12.6%) 876 (12.5%) 322 (7.1%) North America ...... 74 131(1.8%) 96 (1.4%) 113 (2.5%) South America ...... 347 301(4.0%) 268 (3.8%) 143 (3.1%) Asia ...... 390 329(4.4%) 281 (4.0%) 172 (3.8%) Africa ...... ———— Total ...... 7,714 7,484 (100%) 7,011 (100%) 4,557 (100%)

The tables above do not include any employees from discontinued operations, which were none in the nine-month period ended September 30, 2015 and in the fiscal years ended December 31, 2014 and 2013 and approximately 125 in the fiscal year ended December 31, 2012. In most countries in which we operate we are currently not bound by collective bargaining agreements with trade unions. In some countries employee representative bodies have been

242 established. For example, in Germany a works council (Betriebsrat), a company-wide works council (unternehmenseinheitlicher Betriebsrat) and a joint works council (Gesamtbetriebsrat) are in place which enjoy certain information, consultation and co-determination rights, especially with regard to voluntary compensation matters and benefits and in case of restructurings or redundancies. In the recent past, we have not been subject to strikes or work stoppages. We strive to enter into shop-level collective agreements with our employee representatives on terms satisfactory to all parties in the future (see also “A. Risk Factors—II. Regulatory and Legal Risks—2. Risks deriving from the potential invalidity of the election of the company-wide works council (“unternehmenseinheitlicher Betriebsrat”) and the collective agreements entered into by that committee could have a material adverse effect on our business financial condition and results of operations”). Our staff’s skills and qualifications form the basis of all services that we provide. The personnel service, recruitment, personnel support and development functions are performed by our human resources department. Our personnel marketing targets both young and experienced professionals. To counteract demographic changes at an early stage, we engage in higher-education marketing. In cooperation with most important universities, our personnel marketing in this respect consists of a carefully coordinated mix of advertising opportunities on college campuses in the form of screen advertising, mailings and other campaigns. With regard to traditional advertising, we focus these marketing campaigns on transport media and billboard advertising near college campuses to achieve greatest outreach with students. Additionally, our staff, including our management who invest a considerable amount of time in recruiting activities, visit colleges and graduate fairs and attend selected specialist job fairs. In 2014 we furthermore initiated our social media presence, for example on XING, Facebook, LinkedIn and twitter, and started online and social media advertising to further extend public awareness of our brand and thus to facilitate the recruitment of new employees. In the past few years, including the fiscal year ended December 31, 2014, we experienced a strong growth in the number of applications, whereby the number of applications exceeded the number of employees we actually hired by a high multiple. For the mid-term, we generally strive to hire a significant number of new employees per year. Our mix of experienced and young employees is an integral part of our recruiting strategy. For this reason, we encourage both initial vocational training and continuing technical and personal training of our existing workforce. We attach great importance to hiring and retaining highly competent employees and provide them with regular professional training to enhance their skills and qualifications and implement various incentive programs to reinforce their identification with the EDAG Group. We further provide high-potential employees at all levels with numerous career opportunities and training to further develop their professional skills and competence, including offering targeted and individually tailored career development training programs and job rotation programs. In 2014, we offered selected target groups extensive development opportunities to increase communication, leadership and project management skills. On December 31, 2014 the EDAG Group comprised a total of 7,401 employees of which 505 were trainees and work-study students while as of September 30, 2015, our Group had 8,063 employees of which 563 were trainees and work-study students (including trainees but excluding employees from discontinued operations at each date). Approximately three quarters of our employees in Germany had an academic/engineering background. This includes employees with similar qualifications, e.g. directors, divisional and department heads, team managers, system and support engineers, “Meister”, technicians, etc., but excluding trainees. The percentage of employees with academic/engineering background and the number of trainees and work study students vary slightly from segment to segment. The Company was incorporated on November 2, 2015. As of the date of the opening statement of financial position of the Company, the Company had no employees. Between the date of its incorporation and the date of this prospectus, the Company employed 3 employees.

243 X. REAL PROPERTY OWNED AND LEASED Our main operating subsidiary’s corporate headquarters are located at Wiesbaden, where we lease one office building. The registered office of the Company is at Schlossgasse 2, 9320 Arbon, Switzerland. We lease almost all the facilities for our global operations and do not currently own any material property. The following table provides an overview of the material real property leased by Group companies as of September 30, 2015:

Approx. Size(1) Location (in m2) Primary Use Leased by Braunschweiger Straße 108 – 110, 7,080 office; hangar EDAG Engineering GmbH 38518 Gifhorn Bremer Straße 11, 80807 Munich 1,047 office EDAG Engineering GmbH Weimarer Straße 14 and Frankfurter 7,716 office; hangar EDAG Engineering GmbH Ring 178, 80807 Munich Weimarer Straße 14, 80807 Munich 2,800 hangar EDAG Engineering GmbH Frankfurter Ring 193a, 80807 1,597 office EDAG Engineering GmbH Munich Kreuzberger Ring 40, 65205 5,777 office EDAG Engineering GmbH Wiesbaden Max-Diamand-Straße 7, 80937 3,464 office; hangar EDAG Engineering GmbH Munich Reesbergstraße 1, 36039 Lehnerz 8,640 office; hangar EDAG Engineering GmbH (Fulda) Steinauer Straße 20, 36100 22,028 office; hangar EDAG Engineering GmbH Petersberg (Fulda) Morsestrasse 9, 50769 Cologne 2,258 office; hangar EDAG Engineering GmbH Robert-Bosch-Strasse 7a and 11, 10,910 office; hangar EDAG Engineering GmbH 85058 Ingolstadt Christine-Englerth-Strasse 32, 45665 1,432 office; hangar EDAG Engineering GmbH Recklinghausen Dr.-Ludwig-Kraus-Strasse 2, 85080 2,513 office; hangar BFFT Gaimersheim Dr.-Ludwig-Kraus-Strasse 3, 85080 1,022 office EDAG Engineering GmbH Gaimersheim Bunsenstrasse 38, 85053 Ingolstadt 5,002 office; hangar EDAG Engineering GmbH Eisenstrasse 48+48a, 65248 2,622 office; hangar EDAG Engineering GmbH Ruesselsheim Friedrichshof 14, 71297 Moensheim 1,936 office EDAG Engineering GmbH Hannoversche Strasse, 38448 32,633 office; hanger EDAG Engineering GmbH Wolfsburg-Warmenau(2) Max-Planck-Strasse 9-13, 71254 5,575 office; hangar EDAG Engineering GmbH Ditzingen Schickardstrasse 60, 71034 5,589 office; hangar EDAG Engineering GmbH Boeblingen

(1) Size of leased space might differ from operating capacity. (2) Location is currently under construction. Completion is envisaged for the end of 2015.

244 The Company was incorporated on November 2, 2015. As of the date of the opening statement of financial position of the Company, the Company did not own or lease any material property. Between the date of its incorporation and the date of this prospectus, the Company did not acquire or lease any material property.

XI. INTELLECTUAL PROPERTY We own the word and figurative trademark “EDAG” in Germany and in the form of a European trademark in Europe, and furthermore in Canada, India, Japan, South Korea, Mexico, Russia, China, the United States of America, Brazil and Malaysia. Our Group also owns a number of internet domains (both country-code and generic) which relate to our company and trading name EDAG (e.g. “edag.de”, “edag-ps.de”, “edag.cn”), to Rücker (e.g. “rueckerlypsa.es”), and to BFFT (e.g. “bfft.de”, “bfft.cn”) as well as various more general internet domains (e.g. “entwicklung4-0.de”). EDAG Engineering GmbH currently owns 13 patents and 11 utility models and has made 16 patent applications in various countries. Furthermore, it owns 55 individual trademarks, while EDAG Production Solutions holds 5 patents, 3 utility models and has made one patent application in various countries and owns 14 individual trademarks. The patents, patent applications, utility models and trademarks we own are not material to our business.

XII. MATERIAL CONTRACTS The following section describes agreements to which one or more of the Group companies is a party and which we consider to be material to our Group. The terms used in the respective agreements and in the descriptions of those agreements do not necessarily have the same meaning as similar terms that may be used in the financial statements of EDAG Engineering Schweiz Sub-Holding AG or EDAG Engineering GmbH included in this prospectus (see “V. Financial Information”), including terms that have a certain meaning under IFRS or the Swiss Code of Obligations (Obligationenrecht).

1. Financing Agreements a. EDAG Engineering Holding GmbH On the basis of a credit agreement entered into on December 18, 2013, between ATON Group Finance GmbH and ATON Engineering AG (now EDAG Engineering GmbH), ATON Group Finance GmbH granted our subsidiary a credit facility in the amount of €141.3 million for the purposes of refinancing our then existing indebtedness. The credit facility will terminate on November 6, 2018 and has an interest rate of 5% per annum during its term of approximately five years. The interest payment date is November 6 of each year on which date we may also make individual installmentpaymentsofupto€20.0 million if financed from our free cash flow. We are also entitled to make extraordinary installment payments if the monies for such repayments are derived from capital markets transactions. In 2014, we made payments on September 5, 2014 in the amount of €14.0 million, on November 20, 2014 in the amount of €16.0 million and on November 26, 2014 in the amount of €4.0 million. Pursuant to an agreement dated June 26, 2015, ATON Finance GmbH, EDAG Engineering GmbH and EDAG Engineering Holding GmbH (the German intermediate holding company of the Group, through which the Company, following consummation of the Contribution, will indirectly hold all shares in EDAG Engineering GmbH) agreed to a transfer of the credit facility via assumption of debt with EDAG Engineering Holding GmbH becoming the new debtor under the credit facility with effect as of September 30, 2015. In consideration for the assumption of debt, EDAG Engineering GmbH increased its capital reserves by €107.3 million as of September 30, 2015. As of September 30, 2015, non- current liabilities to ATON Group Finance GmbH with a term of maturity of less than five years amounted to €107.3 million.

245 b. BFFT Holding GmbH On the basis of a credit agreement entered into on December 18, 2013, between ATON Group Finance GmbH and our subsidiary BFFT Holding GmbH, ATON Group Finance GmbH granted our subsidiary a credit facility in the amount of €51.5 million for the purposes of refinancing our then existing indebtedness. The credit facility will terminate on November 6, 2018 and has an interest rate of 5% per annum during its term of approximately five years. The interest payment date is November 6 of each year on which date we may also make individual installment payments of up to €6.0 million if financed from our free cash flow. We are also entitled to make extraordinary installment payments if the monies for such repayments are derived from capital markets transactions. As of September 30, 2015, non-current liabilities to ATON Group Finance GmbH with a term of maturity of less than five years amounted to €51.5 million. c. Cash Pooling Agreement We are party to a cash pooling agreement with the Selling Shareholder. On February 16/27, 2012, the Selling Shareholder and EDAG GmbH & Co. KGaA (now EDAG Engineering GmbH) concluded a framework agreement for the provision of cash management services under which the Selling Shareholder acts as a management agent for a cash pooling arrangement with various of its subsidiaries, including EDAG Engineering GmbH (the “Participating Companies”). Pursuant to the cash pooling agreement, the cash of all parties subject to the agreement, is automatically pooled at ATON GmbH at the end of each day. Any negative balance on any accounts of the Participating Companies is automatically settled by transfer of funds by ATON GmbH to the respective account of the Participating Companies, thus setting these accounts to zero at the end of each day. Based on yearly liquidity plans, ATON GmbH and EDAG Engineering GmbH agreed on quarterly credit lines that may be drawn by EDAG Engineering GmbH at an interest rate of a three-month EURIBOR plus a margin of 2.5% per annum.ATONGmbHand EDAG Engineering GmbH agreed to terminate the cash pooling agreement prior to the settlement of the Offering. d. Credit Agreements with VKE – Versorgungskasse EDAG-Firmengruppe e.V. As of September 30, 2015, we have obligations, including interest, under two credit agreements with VKE – Versorgungskasse EDAG-Firmengruppe e.V. (“VKE”) in the amount of €20,199,385.12. On January 1, 2015, EDAG Engineering AG (now EDAG Engineering GmbH) and VKE increased an existing credit agreement by €16,700,000.00 to €16,839,383.63 at an interest rate of 4.2% per annum. The credit agreement has a fixed term until December 31, 2015 but will be extended automatically by a year. It may be terminated by either party at the end of a month upon one month’s notice. If VKE does not wish to receive interest payments due at the end of each year, the interest payment will automatically increase the amount of the loan. On January 5, 2015, EDAG Production Solutions GmbH & Co. KG and VKE entered into a credit agreement in the amount of €3,265,382.60 at an interest rate of 4.2% per annum.Thecredit agreement has a fixed term until December 31, 2015 but will be extended automatically by a year. It may be terminated by either party at the end of a month upon one month’s notice. If VKE does not wish to receive interest payments due at the end of each year, the interest payment will automatically increase the amount of the loan. No material changes with regard to the financing agreements shown in this section have occurred since September 30, 2015.

2. Agreements relating to Acquisitions and Disposals a. Acquisitions Rücker Group Pursuant to a share purchase and transfer agreement executed September 24, 2012 (the “Rücker SPA”), our subsidiary ATON Engineering AG (now EDAG Engineering GmbH) purchased

246 4,932,265 shares (equal to 58.86% of the issued and outstanding share capital) of Rücker AG from Nosta Oldtimer-Vermietungs-GmbH, a company controlled by Wolfgang Rücker. The total purchase price for the shares amounted to €78.9 million and the share transfer was effected on September 24, 2012. The remaining shares of Rücker AG, Wiesbaden were acquired in 2012 and 2013, inter alia, by launching a voluntary takeover offer in the amount of €16.23 per share. After having acquired a total of 90.04% of the share capital of Rücker AG, ATON Engineering AG (now EDAG Engineering GmbH) on May 3, 2013 requested squeeze-out proceedings pursuant to the German Transformation Act (verschmelzungsrechtlicher Squeeze-out). On August 23, 2013, the general shareholders’ meeting of Rücker resolved the squeeze-out which became effective upon registration with the commercial register on October 29, 2013. For more information on the ongoing litigation in connection with the squeeze-out proceedings see “L. Business—XIII. Legal and Arbitration Proceedings”.

BFFT Group Pursuant to a share purchase and transfer agreement dated and executed on January 16, 2013 (the “BFFT SPA”) between our subsidiary BFFT Holding GmbH and Georg Xaver Behr, Markus Fichtner and Frank Fichtner, BFFT Holding acquired the entire issued and outstanding share capital of BFFT Gesellschaft für Fahrzeugtechnik mbH and BFFT Engineering GmbH for a total purchase price of €49.8 million. b. Disposals ED WORK companies Pursuant to a share purchase and transfer agreement dated May 25, 2012 (the “ED WORK SPA”), our subsidiary EDAG GmbH & Co. KGaA (now EDAG Engineering GmbH) sold and transferred 67% of the issued and outstanding share capital of ED WORK Verwaltungs GmbH, 67% of the limited partnership interest in ED WORK GmbH & CO KG as well as a shareholder loan to Kempfer & Kolakovic Personalmanagement GmbH (“Kempfer”). The remaining issued and outstanding share capital and limited partnership interest were concurrently sold and transferred to Kempfer by Elmar Hoff GmbH & Co. KG. In the fiscal year ended December 31, 2012, the total purchase price received by EDAG GmbH & Co. KGaA (now EDAG Engineering GmbH) amounted to €6,687,000 (€2,687,000 for the shares and the limited partnership interest and €4.0 million for the shareholder loan). The ED WORK SPA provides for standard representations and warranties by EDAG GmbH & Co. KGaA (now EDAG Engineering GmbH) for the benefit of the purchaser.

Rücker Aerospace Group Pursuant to a sale and transfer agreement dated March 11, 2014 (the “Aerospace SPA”), our subsidiary Rücker GmbH (now EDAG Engineering GmbH) sold and transferred all of the issued and outstanding shares in Rücker Aerospace GmbH as well as a shareholder loan to AIDA Development GmbH. In the fiscal year ended December 31, 2014, the preliminary total purchase price amounted to €9,578,842 (€7,711,452 for the shares and €1,867,390 for the shareholder loan). In the fiscal year ended December 31, 2014, the final purchase price amounted to €10,376,404 (€8,564,132 for the shares and €1,812,272 for the shareholder loan). As part of the transaction, Rücker GmbH (now EDAG Engineering GmbH) also sold the following subsidiaries and affiliated companies of Rücker Aerospace GmbH: Rücker France SARL, Silver Aerospace B.V., Rücker Sier GIE, Rücker-CTEngineering GmbH, Incat Aircraft Design B.V. and Rücker Aerospace Canada Inc. The Aerospace SPA contains standard representations and warranties by Rücker GmbH (now EDAG Engineering GmbH) for the benefit of the purchaser.

247 Business division EDAG Werkzeug & Karosseriesysteme By way of a spin-off and takeover agreement dated November 21, 2014, our subsidiary EDAG Engineering AG (now EDAG Engineering GmbH) transferred its business division “Werkzeug & Karosseriesysteme” (the “WuK business division”) to EDAG Werkzeug+Karosserie GmbH (“EDAG WuK”) whose shareholders at the time were EDAG Engineering AG (now EDAG Engineering GmbH) (approximately 33%) and FFT Produktionssysteme GmbH & Co. KG (approximately 67%). In the fiscal year ended December 31, 2014, as consideration for the transfer of the WuK business division, EDAG Engineering AG (now EDAG Engineering GmbH) received a cash payment in the amount of €15,707,127.29 and subscribed to a non-cash capital increase of EDAG WuK by contribution in kind of the WuK business division. As a result of the capital increase that became effective on December 4, 2014, the shareholding of EDAG Engineering AG (now EDAG Engineering GmbH) in EDAG WuK increased to 49% of the issued and outstanding share capital as of December 31, 2014. Accordingly, the share of FFT Produktionssysteme GmbH & Co. KG in EDAG WuK decreased to 51% of the issued and outstanding share capital in the fiscal year ended December 31, 2014.

Rücker Vienna Pursuant to a share purchase and transfer agreement dated and executed on July 31, 2014 (the “Rücker Vienna SPA”), EDAG Engineering GmbH sold 2.78% of the shares in Wolfgang Rücker Gesellschaft m.b.H. with its registered office in Vienna. The purchase price of €505.08 has been paid in the fiscal year ended December 31, 2014. Rücker Gesellschaft m.b.H. sold 97.22% of the shares in Wolfgang Rücker Gesellschaft for a purchase price of €17,663.13, due on July 31, 2014 to Hana Schmuck. The representations and warranties of the Rücker Vienna SPA take into account that the buyer, Hana Schmuck, had been appointed managing director of Wolfgang Rücker Gesellschaft m.b.H. with sole power of representation as of April 1, 2013.

EKS InTec GmbH Pursuant to a share purchase and transfer agreement dated and executed on June 4, 2014 (the “EKS InTec SPA”) Rücker GmbH (now EDAG Engineering GmbH) sold 51% in its subsidiary Rücker EKS GmbH (now EKS InTec GmbH) to HORUS Vermögensverwaltungs GmbH & Co. KG for a purchase price of €5,355,000 in the fiscal year ended December 2014, and 49% to FFT Produktionssysteme GmbH & Co. KG for a purchase price of €5,145,000 in the fiscal year ended December 2014. The parties agreed on a liability threshold of €50,000 and a warranty cap of 100% of the purchase price. The EKS InTec SPA contains standard representations and warranties by Rücker GmbH (now EDAG Engineering GmbH) for the benefit of the purchaser.

3. Agreements relating to Real Estate a. Wolfsburg-Warmenau project Pursuant to a lease agreement dated March 18, 2015, our subsidiary EDAG Engineering GmbH entered into a lease agreement for office space at a property currently under construction in Wolfsburg-Warmenau with Bertram Projekt Unodecima GmbH & Co. KG (the “Warmenau Agreement”). Under the Warmenau Agreement and certain ancillary facilities, EDAG Engineering GmbH will lease 31,240.08m² of office space for a monthly net rent of €333,942.35 which will be adjusted for inflation for any rental period commencing after an initial rental period of two years. The lease is scheduled to start on December 15, 2015 (for 22,310.45m²) and January 15, 2016 (for an additional 8,929.63m²). The Warmenau Agreement has a fixed term of 13.5 years and can be terminated for the first time on July 31, 2029 upon a prior notice period of 18 months. If the start of the lease is delayed, the fixed term will be adjusted accordingly. In case the Warmenau Agreement is not terminated it will automatically be extended for a period of 12 months.

248 Furthermore, EDAG Engineering GmbH has the right to extend the fixed term of the lease twice for a period of five years each (i.e., for a maximum of ten years). Within the first four years of the fixed term, EDAG Engineering GmbH may request the construction of additional office space of approximately 3,024m². b. Sale-and-lease-back of five properties in Fulda, Cologne, Ingolstadt and Recklinghausen In 2014, our subsidiary EDAG Engineering GmbH decided to sell and lease back five real estate properties: Reesbergstraße 1, Lehnerz (Fulda); Steinauer Strasse 20, Petersberg (Fulda); Morsestrasse 9, Cologne; Robert-Bosch-Strasse 7a and 11, Ingolstadt; Christine-Englert-Strasse 32, Recklinghausen (the “Properties”). For this purpose, EDAG Engineering GmbH initiated a bidding process during which Zweite FOM Objekt GmbH & Co. KG (“FOM KG”) was selected as purchaser, having offered the most favorable conditions for the transaction from the view of the EDAG Engineering GmbH. The general partner of FOM KG is Zweite FOM Beteiligungs GmbH (“FOM Beteiligung”) and the sole limited partners are EDAG Engineering GmbH and FOM Real Estate GmbH (“FOM”). EDAG Engineering GmbH and FOM are also the sole shareholders of FOM Beteiligung. At the end of the fiscal year 2014, EDAG Engineering GmbH held 49% of the issued and outstanding share capital of FOM Beteiligung and 49% of the limited partnership interest in FOM KG, with FOM holding the remainder in both companies. On December 12, 2014, EDAG Engineering GmbH, FOM and FOM Beteiligung entered into a shareholder agreement (the “SHA”) regarding the sale and lease back of the Properties. The parties agreed that EDAG Engineering GmbH (i) would sell and transfer the Properties to FOM KG for a total purchase price of €38,400,000 which is recorded as other receivables as of December 31, 2014 (the “Purchase Price”) and lease the Properties back and (ii) would, under the condition precedent of payment of the Purchase Price, sell and transfer its shares in FOM Beteiligung, its limited partnership interest in FOM KG and certain shareholder loan receivable to FOM for a purchase price of €12,750 plus the nominal value of an outstanding shareholder loan receivables. The parties also agreed that FOM would obtain sufficient debt funding for FOM KG under usual market conditions and provide any remaining funds to effect the payment of the Purchase Price until December 30, 2015 at the latest, in the form of a shareholder loan. Furthermore, FOM agreed to transfer its shareholding in FOM Beteiligung and its limited partnership interest in FOM KG to EDAG Engineering GmbH (or a third party to be appointed by EDAG Engineering GmbH) under the condition precedent of FOM’s withdrawal from the transaction and the payment of the nominal value of the shareholding and the partnership interest. Pursuant to the SHA, FOM had the right to withdraw from the obligation to procure sufficient debt funding for the transaction until May 31, 2015, which would trigger a contractual fine of €250,000. In anticipation of FOM’s potential withdrawal from the transaction, HORUS Vermögensverwaltungs GmbH & Co. KG (“HORUS”) on November 26, 2014 entered into an undertaking to acquire FOM’s limited partnership interest in FOM KG in case of FOM’s withdrawal and non-payment of the Purchase Price. The undertaking also provided for the joint management of FOM Beteiligung by EDAG Engineering GmbH and HORUS. To implement the measures agreed upon in the SHA, EDAG Engineering GmbH and FOM KG on December 12, 2014 entered into purchase and transfer agreements with effect as of December 29, 2015 regarding the Properties (the “FOM PTA”) for the Purchase Price which is recorded as other receivables as of December 31, 2014 (Lehnerz: 9,758m²/€8,156,367.57; Petersberg: 87,235m²/€13,593,600.00; Cologne: 6,153m²/€3,489,210.81; Ingolstadt: 18,421m²/€12,141,664.86; Recklinghausen: 3,076m²/€1,019,156.76). While possession, use, risk and charges for the Properties were transferred to FOM KG, legal ownership remained with EDAG Engineering GmbH for the time being. The FOM PTA provided for a contractual termination right of EDAG Engineering GmbH in case of non-payment of the Purchase Price within four weeks of the due date, such due date having been deferred, however, until December 31, 2015. FOM KG was also entitled to terminate the contract until January 31, 2016 in case FOM withdrew from its obligation to secure sufficient funding for the acquisition.

249 On December 12, 2014, EDAG Engineering GmbH and FOM KG also entered into lease agreements regarding the Properties (Lehnerz: 9,758m²/monthly net rent of €45,000.00; Petersberg: 87,235m²/monthly net rent of €95,833.00; Cologne: 6,153m²/monthly net rent of €20,000.00; Ingolstadt: 18,421m²/monthly net rent of €89.166,00; Recklinghausen: 3,076m²/monthly net rent of €4,167.00). The lease agreements and the FOM PTA were contractually linked in such way that a termination of the FOM PTA would automatically lead to a termination of the lease agreements. The lease agreements were concluded for fixed terms from December 29, 2014 until December 31, 2029 and provide for an automatic extension by one year if they are not terminated in written form six months prior to the end of the contract term. The payment of the monthly rents regarding the Properties was deferred until the Purchase Price under the FOM PTA was paid. FOM exercised its right to withdraw on May 28, 2015, triggering the contractual fine of €250,000. As a consequence, EDAG Engineering GmbH and FOM KG on September 1, 2015 agreed to rescind the FOM PTA with retroactive effect. As a result, the beneficial ownership and control of the Properties reverted to EDAG Engineering GmbH and the lease agreements automatically terminated with retroactive effect. On August 20, 2015, EDAG Engineering GmbH paid the nominal value of the shareholding in FOM Beteiligung and the partnership interest in FOM KG, a condition precedent for the transfer under the SHA whose fulfillment led to EDAG Engineering GmbH’s full control over these companies. On September 9, 2015 EDAG Engineering GmbH concluded five individual transfer and purchase agreements as well as five individual lease agreements regarding the Properties. These agreements were modeled after the FOM PTA and the original lease agreements and generally provide for the same conditions, in particular the same purchase prices and monthly rents. The transfer of usage and charges occurred on September 15, 2015 and the term of the lease agreements started on the same date. The transfer and purchase agreements and the leasing agreements were concluded with K Immo GmbH, IN Immo GmbH, RE Immo GmbH, FD 1 Immo GmbH and FD 2 Immo GmbH. All of these companies are held by KINREFD GmbH. The shareholders of KINREFD GmbH are HORUS (with a share of 49.9%), Thomas Eichelmann (with a share of 7.6%), Habermann Vermögensverwaltungs GmbH (with a share of 40.0%) and Joseph W. Braun (with a share of 2.5%) (also see “Q. Certain Relationships and Related-Party Transactions—IV. Other Related Party Transactions—10. Sales and Lease Back Agreements”).

XIII. LEGAL AND ARBITRATION PROCEEDINGS In 2013, former shareholders of Rücker AG instituted an appraisal proceeding pursuant to the German Appraisal Proceedings Act (Spruchverfahrensgesetz) against our subsidiary ATON Engineering AG (now EDAG Engineering GmbH) before the Regional Court of Frankfurt am Main (Landgericht Frankfurt am Main). The proceeding relates to a resolution passed by Rücker AG’s 2013 general shareholders’ meeting regarding the squeeze-out of Rücker AG’s minority shareholders in connection with the merger of Rücker AG into ATON Engineering AG (now EDAG Engineering GmbH, verschmelzungsrechtlicher Squeeze-out). The minority shareholders held 834,413 shares equaling 9.96 per cent in Rücker AG at that time. The resolution also provided for a cash compensation of €16.23 per share to those minority shareholders in exchange for their shares being transferred to EDAG Engineering GmbH pursuant to the merger squeeze-out resolution. The cash compensation granted to the minority shareholders was equal to the average share price of the three-months period prior to May 3, 2013 (the date on which the squeeze-out request was published) while, according to the valuation report prepared by the court-appointed valuation expert (Bewertungsgutachter) in preparation of the shareholders’ resolution, the actual value of shares at the legally relevant valuation date, the date of Rücker AG’s 2013 general shareholders’ meeting, amounted to €12.46 per share. In their complaint, Rücker AG’s former minority shareholders claimed that the cash payment did not represent the actual value of shares of Rücker AG at the relevant valuation date and demanded the court to determine an adequate cash compensation.

250 In a ruling rendered in February 2015, the Regional Court of Frankfurt am Main (Landgericht Frankfurt am Main) rejected the applications and confirmed that the cash compensation of €16.23 per share was not inadequate and that the compensation payment was not to be increased. Four applicants and the joint representative of the minority shareholders (Gemeinsamer Vertreter) appealed (Beschwerde) to the Regional Court of Frankfurt am Main which decided that the complaints should not be remedied and therefore requested the Higher Regional Court of Frankfurt am Main (Oberlandesgericht Frankfurt am Main) to give a ruling thereon. We cannot predict the outcome of the appeal and the view the Higher Regional Court of Frankfurt am Main will take. We continue to believe that the cash consideration paid was adequate and intend to continue to defend ourselves against the actions. No accrued liabilities have been formed to cover any risks associated with this proceeding. Apart from the above, neither the Company nor any of its Group companies is currently, or has been in the past twelve months, a party to any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which we are aware) which may have, or have had in the recent past, a significant effect on the Company’s and/or the Group’s financial position, profitability or cash flows.

XIV. INSURANCE Our insurance coverage includes, inter alia, electronic insurance, fire insurance (including other natural disasters), transport insurance, machinery insurance, vehicle insurance, business interruption insurance, business liability insurance, legal expenses insurance, travel insurance, accident insurance, and directors and officers (“D&O”) insurance. We have taken out D&O insurance for the members of our Board of Directors, and certain other senior officers of our Group companies, with a total coverage of approximately €100 million per fiscal year. Additionally, we have taken out D&O insurance for the members of the management board, the members of the supervisory board and certain other senior officers of our subsidiary EDAG Engineering GmbH with a total coverage of approximately €100 million per fiscal year. The D&O insurance covers financial losses that may arise in the course of the exercise of the corporate duties of the insured persons. We believe, according to our current knowledge and based on certain analyses performed by our risk management team, that our insurance coverage, including the maximum coverage amounts and terms and conditions of the policies, are standard for our ESPs and appropriate. We cannot, however, guarantee that we will not incur any losses or be the subject of claims that exceed the scope of the relevant insurance coverage.

251 M. SHAREHOLDER INFORMATION

I. CURRENT SHAREHOLDER The following table sets forth the shareholding of the Selling Shareholder, which directly or indirectly holds an interest of 3% or more (calculated pursuant to Sections 21 et seqq. of the German Securities Trading Act (Wertpapierhandelsgesetz)) in the Company’s capital and voting rights as of the date of this prospectus, and its expected shareholdings upon completion of the Offering.

Beneficial (Indirect) Ownership of the Company, in % immediately prior to the upon completion of the Offering Offering (no (full exercise of exercise of Direct Greenshoe Greenshoe Ultimate Shareholder Shareholder Option) Option) Dr. Lutz Mario Helmig1 ...... ATON GmbH 100 65.0 59.75 New Shareholders2 ...... 0 35.0 40.25 Total ...... 100.00 100.00 100.00

1 The voting rights held by ATON GmbH are attributed to Dr. Lutz Mario Helmig pursuant to § 22 paragraph 1 German Securities Trading Act (Wertpapierhandelsgesetz). 2 In addition, HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, has indicated that it might place an order to acquire up to 10% of the Offer Shares in the Offering, subject to allocation on a non-preferential basis. As of the date of this prospectus, no decision has been made by HORUS Vermo¨ gensverwaltungs GbR whether to place an order to acquire any shares in the Offering and there can be no assurances that HORUS Vermo¨ gensverwaltungs GbR will in fact do so. In case HORUS Vermo¨ gensverwaltungs GbR acquires Offer Shares in the Offering, it will be subject to the same lock-up restrictions as the Selling Shareholder (see “C. The Offering—XIII. Lock-up Agreement, Limitations on Disposal”). The Selling Shareholder’s registered office is in Munich, Germany and its business address is Leopoldstraße 53, 80802 Munich, Germany. For information on selling restrictions applicable to the Selling Shareholder relating to the sale of Company’s shares, see “R. Underwriting—V. Selling Restrictions”.

II. CONTROLLING INTEREST ATON GmbH owns more than 30% of the voting rights in the Company and is, therefore, considered to hold a controlling interest in the Company pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). The Selling Shareholder has committed to remain a significant shareholder of the Company for the next three years - see “C. The Offering—XIII. Lock-up Agreement, Limitations on Disposal”. The Selling Shareholder entered into a voting rights agreement with the Company – see “P. Corporate Bodies—IX. Corporate Governance—2. Voting rights agreement”.

252 N. GENERAL INFORMATION ON THE COMPANY AND THE GROUP

I. FORMATION AND INCORPORATION The Company was incorporated by ATON GmbH as founder as a stock corporation (Aktiengesellschaft) domiciled in Switzerland under Swiss law on November 2, 2015 and registered with the Commercial Register on November 3, 2015. Its legal name is “EDAG Engineering Group AG” with its registered office in Arbon and its business address at Schlossgasse 2, 9320 Arbon, Switzerland and it is registered under number CHE-294.533.486 with the Commercial Register (Handelsregister) of the canton of Thurgau. The Company is incorporated in Switzerland and subject to the laws of Switzerland.

II. COMMERCIAL NAME AND REGISTERED OFFICE The Company, following consummation of the Contribution, will become the parent company of the Group; the Group primarily operates under the commercial name “EDAG”. The Company’s registered office is in Arbon and its business address is Schlossgasse 2, 9320 Arbon, Switzerland, tel.: +41 71 447 36 12, website: www.ir.edag.ch.

III. FISCAL YEAR AND DURATION The Company’s fiscal year is the calendar year. The Company was established for an unlimited period of time.

IV. CORPORATE PURPOSE Pursuant to Article 2 of the Articles of Association, the Company’s corporate purpose is to acquire, hold and manage and sell participations in enterprises of any kind in Switzerland and abroad, in particular participations in the area of engineering and design of vehicles, components of vehicles, means of transport in the mobility industry, industrial products, design, construction, manufacture and testing of vehicle prototypes, as well as construction, modification and equipment of vehicles in small series, the construction and production of machinery, equipment and tools as well as the planning and construction of facilities for the production of vehicles, components of vehicles and all means of transport and parts for the mobility industry and all similar businesses, as well as all-in-one solutions and the development of hard- and software. The Company may acquire, mortgage, utilize and sell real estate properties and intellectual property rights in Switzerland and abroad as well as incorporate and finance subsidiaries and branches. The Company may engage in all kinds of commercial and financial transactions that are beneficial for the realization of its purpose, in particular provide and take out loans, issue bonds, provide suretyships and guarantees, provide collateral as well as make investments in all marketable investment classes.

V. GROUP STRUCTURE The Company was incorporated by the Selling Shareholder on November 2, 2015 by way of a capital contribution in cash in the aggregate amount of CHF 1,000 thousand against issuance of 25,000 thousand bearer shares with a nominal value of CHF 0.04 each. Since its incorporation, the Company has not conducted any business, acquired any assets or incurred any liabilities other than as directly related to its incorporation and the Offering. Concurrently with the determination of the Offer Price, the Selling Shareholder will contribute all of the shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of the Contribution. EDAG Engineering Schweiz Sub-Holding AG was incorporated on September 14, 2015 and indirectly, through EDAG Engineering Holding GmbH, a German intermediate holding company, holds all of the shares in EDAG Engineering GmbH. EDAG Engineering GmbH conducts, directly and indirectly, through its subsidiaries the operating business described in this prospectus. By means of the Contribution, the Company will, thus, acquire this business. No shares in the Company will be sold or delivered to investors pursuant to the Offering unless the Contribution has taken effect. Following

253 consummation of the Contribution, the Group’s business will be conducted by its subsidiaries and the Group will comprise of 37 subsidiaries that are active in vehicle engineering services rendered to OEMs in the automotive industry. As of the date of this prospectus, the Company has no subsidiaries and conducts no operative business. Upon consummation of the Contribution, the Company will become the parent company of the Group. The Group’s business is conducted by EDAG Engineering GmbH, which will be an indirect subsidiary of the Company upon consummation of the Contribution, and its direct and indirect subsidiaries. The following diagram provides a simplified overview of the Group structure and the Company’s significant subsidiaries, assuming consummation of the Contribution:

EDAG Engineering Group AG

100%

EDAG Engineering Schweiz Sub-Holding AG

100%

EDAG Engineering Holding GmbH

100%

EDAG Engineering GmbH

100% (directly or indirectly)

EDAG Production BFFT Gesellschaft für EDAG do Brasil, Ltda. Solutions GmbH & Co. Rücker Lypsa, S.L. Fahrzeugtechnik KG mbH

VI. SIGNIFICANT SUBSIDIARIES The following table provides an overview of the Company’s significant subsidiaries. All such shareholdings will be indirectly held by the Company following consummation of the Contribution. As of September 30, 2015, no amount was outstanding under the issued shares for each of the below listed subsidiaries. Company’s share (directly and indirectly) in equity Total equity (Local GAAP) as of September 30, 2015 as of December 31, 2014 Name and registered office Corporate purpose (in %) (in € thousand)* EDAG Engineering GmbH, Germany Product Development 100 141,459 EDAG Production Solutions GmbH & Co. KG, Germany Product Development 100 1,122 BFFT Ges. für Fahrzeugtechnik mbH, Germany Product Development 100 21,049 Rücker Lypsa S.L., Spain Product Development 100 11,469 EDAG do Brasil Ltda., Brazil Product Development 100 12,3181

* unless otherwise indicated 1 in Brazilian Real thousand

254 VII. AUDITORS The Company appointed PwC-CH as (i) independent auditor to audit the Company’s opening statement of financial position as of November 2, 2015 and PwC-CH issued an unqualified auditor’s opinion, thereon (uneingeschränktes Prüfungsurteil) and (ii) statutory auditor to audit the Company’s annual financial statements prepared in accordance with the Swiss Code of Obligations (Obligationenrecht) and the Company’s consolidated financial statements prepared in accordance with IFRS for the fiscal year ending on December 31, 2015. PwC-CH is a member of EXPERTsuisse - Swiss Expert Association for Audit, Tax and Fiduciary (EXPERTsuisse-Schweizer Expertenverband für Wirtschaftsprüfung, Steuern und Treuhand). PwC Germany has audited the consolidated financial statements of EDAG Engineering GmbH as of and for the fiscal year ended December 31, 2014, which includes the corresponding figures for the fiscal year ended December 31, 2013, the opening statement of financial position as of January 1, 2013 and the combined financial information as of and for the fiscal year ended December 31, 2012, and issued an unqualified auditor’s report thereon (uneingeschränkter Bestätigungsvermerk). PwC Germany is a member of the Chamber of Public Accountants (Wirtschaftsprüferkammer), Rauchstraße 26, 10787 Berlin, Germany. The aforementioned audited opening statement of financial position of the Company and audited consolidated financial statements of EDAG Engineering GmbH and the auditor’s reports thereon are included in the financial section of this prospectus.

VIII. ANNOUNCEMENTS,PAYING AGENT In accordance with the Articles of Association, the announcements of the Company are published in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt) and, following the listing of the shares on the Frankfurt Stock Exchange, in the German Federal Gazette (Bundesanzeiger), unless otherwise required by law. In accordance with the German Securities Prospectus Act (Wertpapierprospektgesetz), announcements in connection with the approval of this prospectus or any supplements thereto will be published in the form of publication provided for in this prospectus, in particular through publication on our website (www.www.ir.edag.ch). Printed copies of this prospectus and any supplements thereto are available at the Company’s office of the Company at Schlossgasse 2, 9320 Arbon, Switzerland as well as at the offices of its subsidiary EDAG Engineering Holding GmbH. The paying agent is Deutsche Bank. The mailing address of the paying agent is: Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany.

255 O. DESCRIPTION OF THE COMPANY’S SHARE CAPITAL AND APPLICABLE REGULATIONS

I. PROVISIONS RELATING TO THE SHARE CAPITAL OF THE COMPANY 1. Current Share Capital; Shares As of the date of this prospectus, the share capital of the Company amounts to CHF 1,000 thousand (corresponding to €920 thousand converted at an exchange rate of CHF 1.09 as of November 2, 2015 as shown in the audited opening statement of financial position of the Company as of November 2, 2015) and is divided into 25,000 thousand bearer shares (Inhaberaktien) with a nominal value of CHF 0.04 each. The share capital has been fully paid up. The Company’s shares were created pursuant to Swiss law and are denominated in Swiss Francs.

2. Development of the Share Capital The Company was incorporated by the Selling Shareholder on November 2, 2015, and was entered into the Commercial Register on November 3, 2015 as a stock corporation (Aktiengesellschaft) under Swiss law with a share capital of CHF 1,000 thousand (corresponding to €920 thousand converted at an exchange rate of CHF 1.09 as of November 2, 2015 as shown in the audited opening statement of financial position of the Company as of November 2, 2015). The original share capital of CHF 1,000 thousand was procured by the Selling Shareholder via cash contribution (corresponding to €920 thousand converted at the CHF exchange rate as of November 2, 2015).

3. Contribution into the Capital Reserves Concurrently with the determination of the Offer Price, the Selling Shareholder will contribute all shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of the Contribution. The contribution value of EDAG Engineering Schweiz Sub-Holding AG will increase the capital reserves shown on the unconsolidated balance sheet of the Company. The contribution value of EDAG Engineering Schweiz Sub-Holding AG as of the time of the Contribution will not be based on a valuation report prepared by a third party but on the market value of the Company as determined in the Offering. This method of determining the contribution value of EDAG Engineering Schweiz Sub-Holding AG assumes that the market value of the Company determined in the Offering (i.e. the Offer Price, multiplied by all 25,000 thousand outstanding shares of the Company) represents the sum of (i) the net asset value of the Company immediately prior to the Contribution plus (ii) the value of all of the shares in EDAG Engineering Schweiz Sub-Holding AG. The contribution value of EDAG Engineering Schweiz Sub-Holding AG is therefore the market value of the Company determined in the Offering minus the net asset value of the Company immediately prior to the Contribution. Assuming a placement of the Offer Shares at the mid-point of the Price Range, the market value of the Company will be €537,500 thousand (Offer Price of €21.50, multiplied by 25,000 thousand shares of EDAG Engineering Group AG). In order to arrive at the contribution value for EDAG Engineering Schweiz Sub-Holding AG, this number will be reduced by the net asset value of the Company prior to the Contribution (approximately €340 thousand, calculated as the share capital of the Company amounting to €920 thousand as of November 2, 2015 minus costs related to the incorporation of the Company amounting to €80 thousand, as shown in the audited opening statement of financial position of the Company as of November 2, 2015, as well as the expected costs related to the Contribution amounting to approximately €500 thousand). Assuming a placement of the Offer Shares at the mid-point of the Price Range, the contribution value will therefore be approximately €537,160 thousand. No other valuation will be conducted for the purposes of determining the contribution value. The contribution value is subject to change and has not been audited.

4. Authorized Capital The Company has no authorized capital (genehmigtes Kapital).

256 5. Conditional Capital The Company has no conditional capital (bedingtes Kapital).

6. Participation Certificates and Profit Sharing Certificates As of the date of this prospectus, the Company has neither participation certificates (Partizipationsscheine) nor profit sharing certificates (Genussscheine) outstanding.

7. Treasury Shares Neither the Company nor any of its subsidiaries holds any of the Company’s shares.

8. Convertible Bonds and Warrants / Options The Company has no bonds or options outstanding.

II. REPURCHASE OF OWN SHARES Swiss law limits the right of a company to purchase and hold its own shares. The Company and its subsidiaries may purchase shares in the Company only if and to the extent that (i) the Company has freely distributable reserves in the amount of the purchase price; and (ii) the aggregate nominal value of all Company shares held by the Company does not exceed 10% of the Company’s share capital. In relation to Company shares held by the Company or its subsidiaries, the Company and its subsidiaries, respectively, are not entitled to vote at shareholders’ meetings. However, they are entitled to the economic benefits generally applicable to the shares, including dividends. Upon the purchase of Company shares, the Company, pursuant to Swiss law, must furthermore create a special reserve on its balance sheet in the amount of the purchase price of the acquired shares. In addition, selective repurchases are only permitted under certain circumstances; in particular, repurchases of shares listed on a regulated market in Germany are subject to certain restrictions promulgated under Sections 3 paragraph 1 and 30a of the German Securities Trading Act (Wertpapierhandelsgesetz).

III. GENERAL PROVISIONS GOVERNING A LIQUIDATION OF THE COMPANY The Articles of Association do not limit the Company’s duration. However, apart from liquidation as a result of insolvency proceedings, the Company may be liquidated by a resolution of the shareholders’ meeting which is passed by a two-thirds majority of the shares represented at the meeting, provided that those votes also represent 50% or more of the share capital represented at the shareholders’ meeting at which such vote is taken. Pursuant to the Swiss Code of Obligations (Obligationenrecht), any assets remaining in the event of the Company’s liquidation after all of the Company’s liabilities have been settled will be distributed among the shareholders in proportion to their shareholdings.

IV. GENERAL PROVISIONS GOVERNING A CHANGE IN THE SHARE CAPITAL Under the Company’s Articles of Association, the Company requires a resolution of the shareholders’ meeting to be passed by a majority of the votes cast at the meeting to increase its share capital (ordentliche Kapitalerhöhung). Shareholders may also create authorized share capital which requires a resolution passed by a two-thirds majority of the voting rights represented at the meeting, provided that those votes also represent 50% or more of the voting rights represented at the shareholders’ meeting at which such vote is taken, authorizing the Board of Directors to issue in one or several steps up to a specified amount of additional share capital within a period of not more than two years. The nominal amount of the authorized share capital may not exceed half of the share capital existing at the time the authorization is granted.

257 In addition, shareholders may create conditional share capital by a resolution passed with a two- thirds majority of the voting rights represented at the meeting, provided that those votes also represent 50% or more of the share capital represented at the shareholders’ meeting at which such vote is taken. Such conditional share capital may be created for the purposes of (i) issuing shares to holders of new convertible bonds and similar debt instruments issued by the company or its group companies granting a right to subscribe the new shares or (ii) granting rights to employees and officers of the company and group companies to subscribe shares. Although not expressly provided for by law, conditional share capital may also be used to grant shareholders of the company option rights to subscribe to shares (Aktionärsoptionen). The nominal amount of the conditional share capital may not exceed half of the share capital existing at the time the authorization is granted. Resolutions to reduce a company’s share capital require a simple majority of the votes cast at the shareholders’ meeting.

V. GENERAL PROVISIONS GOVERNING SUBSCRIPTION RIGHTS According to Article 652b paragraph 1 of the Swiss Code of Obligations (Obligationenrecht), each shareholder is principally entitled to subscribe to the proportion of newly issued shares of a capital increase that corresponds to his existing participation. Pursuant to Article 653c paragraph 1 of the Swiss Code of Obligations (Obligationenrecht),thesameappliesto convertible bonds and similar bonds to which conversion or option rights attach (so-called “Vorwegzeichnungsrechte”). If admission for trading has been granted by a stock exchange, subscription rights are freely transferable and may be traded on that stock exchange for a prescribed period before the deadline for subscription expires. However, shareholders do not have a right to request admission to trading for subscription rights. The decision to exclude or limit subscription rights (Bezugsrechte) of existing shareholders in an ordinary capital increase requires a two-thirds majority of the voting rights represented at the shareholders’ meeting, provided that those votes also represent 50% or more of the share capital represented at the shareholders’ meeting at which such vote is taken. However, subscription rights may only be excluded for good cause. When approving authorized or conditional share capital, the shareholders’ meeting may also authorize the Board of Directors to exclude subscription rights of existing shareholders when subsequently issuing new shares from such authorized share capital. According to Article 652b paragraph 2 of the Swiss Code of Obligation (Obligationenrecht), good cause includes (but is not limited to) the takeover of companies, parts of companies or equity interests as well as the participation of employees (including officers). In any event, the exclusion of subscription rights must not result in any improper advantage or disadvantage to the parties involved. The above principles apply also in connection with conditional capital, i.e., subscription rights may only be excluded for good cause.

VI. EXCLUSION OF MINORITY SHAREHOLDERS (SQUEEZE-OUT MERGER) The Swiss Federal Merger Act (Fusionsgesetz) provides for a squeeze-out of minority shareholders in connection with a restructuring, i.e., merger (squeeze-outs are only applicable to mergers and are excluded in the case of a spin-off or the reorganization/conversion of a company). This squeeze-out procedure is available for public and private Swiss companies and may be executed with a voting majority of 90% allowing for the exclusion of shareholders holding 10% or less of votes in the course of a merger of two or more companies. In a squeeze out merger according to Article 8 paragraph 2 of the Swiss Federal Merger Act (Fusionsgesetz), the companies involved in a merger may agree that the execution of the merger shall be carried out exclusively through the payment of compensation to the shareholders of the transferring company (instead of shares of the surviving company). The compensation does not necessarily have to be paid in cash, but can also be settled with other marketable assets, such as securities of an associated company.

258 VII. SHAREHOLDER NOTIFICATION REQUIREMENTS;DIRECTORS’DEALINGS After the Company’s shares will have been admitted to trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), the Company, as a third country issuer that is listed on a regulated market in Germany and has chosen Germany as its home member state, will be subject to the provisions of the German Securities Trading Act (Wertpapierhandelsgesetz) governing disclosure requirements for shareholdings.

1. Notification Requirement Concerning the Possession of Significant Voting Rights The German Securities Trading Act (Wertpapierhandelsgesetz) requires that anyone who acquires, sells or whose shareholding in any other way reaches, exceeds or falls below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of the voting rights in an issuer whose country of origin is Germany and whose shares are admitted to trading on an organized market must immediately, and no later than within four trading days of such fact, notify the issuer and at the same time the BaFin. The notice can be drafted in either German or English and sent either in writing or via fax. After the entry into force of the German Transparency Directive Amendment Directive Act (see below „—2. The Transparency Directive Amendment Directive”) such threshold can also be triggered as a result of an event affecting the total number of voting rights and the notification requirement will generally apply at an earlier stage. While under current law the thresholds are only crossed with the actual transfer of ownership (settlement), the notification requirement will in future already be set off by the establishment of an obligation to transfer such ownership. The notice must include the address of the individual or entity, the share of voting rights held and the date of reaching, exceeding, or falling below the respective threshold. After the entry into force of the German Transparency Directive Amendment Directive Act (see below „—2. The Transparency Directive Amendment Directive”) such notice will have to be issued via the mandatory use of a standard form. As a domestic issuer, the Company must publish such notices immediately, but no later than within three trading days after receiving them, via media outlets or outlets where it can be assumed that the notice will be disseminated in the EU and the non-European Union parties to the agreement on the EEA. The Company must also transmit the notice to the BaFin and to the German Company Register (Unternehmensregister) for storage. There are certain exceptions to the notice requirement. In connection with these requirements, the German Securities Trading Act (Wertpapierhandelsgesetz) contains various rules that require the attribution of voting rights of certain persons associated with the shareholder or acting together with the shareholder. For example, shares belonging to a third company are attributed to a company if the latter controls the former; similarly shares held by a third company for the account of another company are attributed to the latter. Shares or financial instruments held for trading by a securities services company are not taken into account for determining the notification obligation if it is ensured that the voting rights held by them are not exercised, and that they amount to no more than 5% of the voting shares, or do not grant the right to purchase more than 5% of the voting shares. Any cooperation among shareholders that is designed to effect a permanent and material change in the business strategy of the Company can result in an attribution (Zurechnung)of voting rights, that is, the cooperation does not necessarily have to be specifically about the exercise of voting rights. Coordination in individual cases, however, will not trigger the attribution (Zurechnung) of voting rights. If a shareholder of the Company fails to file a notice or provides false information, a fine may be imposed for failure to comply with the notification obligation. Except for the 3% threshold, similar notification obligations exist for the Company and BaFin for reaching, exceeding or falling below the aforementioned thresholds when holding other financial instruments entitling their holder to unilaterally acquire existing shares of the

259 Company carrying voting rights by binding legal agreement. The Act on Strengthening Investor Protection and Improving the Functionality of the Capital Market (Gesetz zur Stärkung des Anlegerschutzes und Verbesserung der Funktionsfähigkeit des Kapitalmarktes), the relevant part of which came into effect on February 1, 2012, extended this obligation to “other instruments” that grant the holder the right to acquire unilaterally, based on a legally binding agreement, existing shares of the Company carrying voting rights that do not qualify as “financial instruments” within the meaning of the German Securities Trading Act (Wertpapierhandelsgesetz), for example, securities lending agreements or sales and repurchase agreements. In addition, the Act on Strengthening Investor Protection and Improving the Functionality of the Capital Market (Gesetz zur Stärkung des Anlegerschutzes und Verbesserung der Funktionsfähigkeit des Kapitalmarktes) led to the addition of the new Section 25a of the German Securities Trading Act (Wertpapierhandelsgesetz). Pursuant to this provision, any person who directly or indirectly holds financial instruments or other instruments that are not covered by Section 25 of the German Securities Trading Act (Wertpapierhandelsgesetz), that is, instruments that merely enable the holder to acquire existing shares carrying voting rights of an issuer whose home country is Germany, must notify the issuer and, simultaneously, the BaFin immediately, and within four trading days at the latest, when reaching, exceeding or falling below 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75%. Accordingly, such financial or other instruments do not necessarily entitle the holder to claim delivery of the shares. A notification requirement can be triggered if an acquisition of voting rights is only possible under the economics of the instrument, for instance, if the counterparty to such financial or other instrument can reduce or mitigate its risk by acquiring the relevant shares. Therefore, cash-settled equity swaps and contracts for the payment of price differences are subject to the notification requirement. A shareholder who reaches or exceeds the threshold of 10% of the voting rights, or a higher threshold, is obligated to notify the issuer within 20 trading days regarding the objective being pursued through the acquisition of voting rights, as well as regarding the source of the funds used for the purchase. Changes in those objectives must also be reported within 20 trading days. The Articles of Association have not made use of the option to release shareholders from this disclosure obligation. In calculating whether the 10% threshold has been reached or exceeded, the attribution rules mentioned above apply. Executives of an issuer with “managerial responsibilities” within the meaning of the German Securities Trading Act (Wertpapierhandelsgesetz) have to notify the issuer and the BaFin within five working days of transactions (so-called directors’ dealings) undertaken for their own account relating to the shares of such issuer or to financial instruments based on such shares. This also applies to persons who are “closely related to such executives” within the meaning of the German Securities Trading Act (Wertpapierhandelsgesetz).

2. The Transparency Directive Amendment Directive Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 amending the so-called Transparency Directive 2004/109/EC (the “Transparency Directive Amendment Directive”) was published in the Official Journal of the European Union on 6 November 2013 and must be transposed into national law no later than November 26, 2015. The German bill implementing the Transparency Directive (the “German Transparency Directive Amendment Directive Act”) has already been passed and is currently awaiting signing by the Federal President and publication in the Federal Law Gazette. It is expected that the German Transparency Directive Amendment Directive will enter into force before November 27, 2015. While the Transparency Directive contains various disclosure obligations for issuers whose securities are listed on a regulated market, the Transparency Directive Amendment Directive aims at reducing the administrative burden for small and medium sized issuers to improve their access to capital and at improving the efficiency of the transparency system, particularly with

260 regard to the publication of information on corporate ownership. Most significant changes under the Transparency Directive Amendment Directive include the removal of the obligation to publish an interim statement or quarterly financial report and the extension of the notification requirement for threshold crossing to financial instruments which give entitlement or the ability to acquire shares with a comparable economic effect. With regard to the latter, Sections 25 and 25a of the German Securities Trading Act (Wertpapierhandelsgesetz) dealing with threshold crossing in case of financial instruments have been amended. Except for the 3% threshold, notification requirements for reaching, exceeding or falling below the thresholds for voting rights will also apply to direct or indirect holders of instruments (i) which, on maturity, give the holder the unconditional right to acquire shares to which voting rights are attached, already issued, of the Company or the discretion as to his right to acquire such shares in the Company or (ii) which are referenced to shares to which voting rights are attached, already issued, of the Company and with similar economic effect to the instruments mentioned under (i), whether or not they confer a right to a physical settlement. In particular, such instruments will comprise transferable securities, options, futures, swaps, forward rate agreements and contracts for differences. The number of voting rights relevant for the notification requirement will generally be calculated by reference to the full nominal amount of shares underlying the instrument except where the instrument provides exclusively for a cash settlement. Details for such calculations are laid down by regulatory technical standards drafted by the European Securities and Markets Authority.

261 P. CORPORATE BODIES

I. OVERVIEW The Company’s main corporate bodies comprise the Board of Directors (Verwaltungsrat), the Group executive management (Konzerngeschäftsleitung)(the“Group Executive Management”) and the shareholders’ meeting (Generalversammlung). Pursuant to Article 698 of the Swiss Code of Obligations (Obligationenrecht), the shareholders’ meeting is the supreme governing body of a stock corporation. As described in more detail below, it has certain non-transferable powers, such as approving and amending the Articles of Association, electing the members of the Board of Directors and the external auditors and approving the management report and the consolidated financial statements. The Board of Directors is the highest executive corporate body of the Company. Pursuant to Article 716 of the Swiss Code of Obligations (Obligationenrecht), the Board of Directors may pass resolutions on all matters not reserved to the shareholders’ meeting by law or the Articles of Association. The Board of Directors is responsible for the management of the Company, to the extent it has not delegated such authority to the Group Executive Management and to the extent permitted by Swiss law and the Articles of Association. In this context, Article 716a of the Swiss Code of Obligations (Obligationenrecht) stipulates certain non-transferable and inalienable duties of the Board of Directors. In accordance with Article 716b of the Swiss Code of Obligations (Obligationenrecht), the Articles of Association authorize the Board of Directors to delegate the management of all or part of the Company’s business, based on its organizational regulations, to individual members of the Board of Directors or third parties (natural persons). According to the Company’s organizational regulations enacted by the Board of Directors on November 2, 2015 (Organisationsreglement)(the“Organizational Regulations”), our Board of Directors has delegated the day-to-day management of the Company to the Group Executive Management (Geschäftsleitung) which is currently comprised of the chief executive officer (acting as speaker of the Group Executive Management) and the chief financial officer. By virtue of the Organizational Regulations, the Group Executive Management is also entrusted with Group- wide management (Konzernleitung), subject to the matters reserved to the Board of Directors. Each member of the Board of Directors and the Group Executive Management owes a duty of loyalty, duty of legality and duty of care to the Company. In their decision-making, members of these bodies must consider a broad spectrum of interests, particularly those of the Company and its shareholders, employees and creditors. In addition, they must take into consideration the shareholders’ rights to equal treatment and equal access to information. If members of the Board of Directors or Group Executive Management breach their duties, they may be liable to the Company, individually or jointly and severally with the other members of the Board of Directors or the Group Executive Management. They may also be liable to individual shareholders and creditors to pay compensatory damages, as the case may be, that were caused by such a breach of their duties. If the Company has suffered damages, the claim may be brought by the Company as well as by individual shareholders. In such case, the shareholder’s claim is directed at performance vis-à-vis the Company. If the Company goes bankrupt, the bankruptcy administration and, in case the bankruptcy administration elects not to do so, shareholders and third party creditors may bring claims for compensation of damages suffered by the Company.

II. BOARD OF DIRECTORS 1. Overview The Company’s Articles of Association provide that our Board of Directors (Verwaltungsrat) comprise of at least 4 members, including the chairman of the Board of Directors (the “Chairman”). Should the Board of Directors be composed of fewer than 4 members, the next

262 ordinary shareholders’ meeting will, at the latest, elect the additionally required members of the Board of Directors. As of the date of this prospectus, the Board of Directors consists of 4 members. All members of our Board of Directors, including the Chairman, must be elected, and may only be removed, by shareholders’ resolution. The term of office of members of the Board of Directors corresponds to the legally permitted maximum term of one year and terminates at the end of the next ordinary shareholders’ meeting. Re-election is possible as long as the relevant member has not completed the age of 70. Except for the election of the Chairman of the Board of Directors and the chairman and members of the nomination and compensation committee which is carried out by the shareholders’ meeting, the Board of Directors organizes itself. It appoints a secretary who does not need to be a member of the Board of Directors. According to the Company’s Organizational Regulations, the Board of Directors convenes upon invitation by the Chairman whenever required, i.e., in the ordinary course of business at least 6 times a year. Meetings may also be called upon the request of another member of the Board of Directors. The Board of Directors may pass resolutions if the majority of its members are attending, whether in person, by telephone, video-conferencing or other electronic media. As a rule, meetings shall be held at the offices of the Company or elsewhere in Switzerland. No quorum is required if resolutions only regarding the implementation of a capital increase and subsequent amendments of the Articles of Association are to be passed. Except as provided in the Organizational Regulations, the Board of Directors passes its resolutions with the majority of the votes cast. The Chairman has no casting vote. Board of Directors resolutions may also be taken by means of circular resolutions, whether in writing, by facsimile or by email, provided that no member of the Board of Directors requests deliberations in a meeting. a. Powers and Duties The Board of Directors is entrusted with the overall management of the Company and, through the Company’s shareholder rights, its subsidiaries, including the issuance of all necessary directives, and has the ultimate responsibility for the business and affairs of the Company and its subsidiaries. Such management and responsibility includes the duty to select carefully, to instruct properly and to supervise diligently the members of the Group Executive Management. The Board of Directors is ultimately responsible for the management of the Company and the supervision and control of how the Company’s business is conducted. It represents the Company vis-à-vis third parties and resolves on all matters that are not reserved to another body of the Company. In accordance with the Organizational Regulations, the day-to-day management of the Company has been delegated to the Group Executive Management. According to Article 17 of the Articles of Association, the Board of Directors retains the following non-transferable and irrevocable duties: Š to ultimately direct the Company and issue the necessary directives; Š to determine the organization of the Company; Š to organize the accounting, the internal control system (ICS), the financial control and the financial planning of the Company, the approval of the annual budget and business plans and to perform a risk assessment; Š to appoint and recall the persons entrusted with the management and representation of the Company and to grant signatory power; Š to ultimately supervise the persons entrusted with the management, in particular with respect to compliance with the law, the Articles of Association, regulations and directives;

263 Š to prepare the annual report, as well as the shareholders meeting and to implement its resolutions; Š to prepare the compensation report; Š to inform the judge in the event of over-indebtedness; Š to pass resolutions regarding the subsequent payment of capital with respect to any non-fully paid-in shares; Š to pass resolutions confirming increases in share capital and regarding the amendments to the Articles of Association entailed thereby; Š to examine compliance with the legal requirements regarding the appointment, election and the professional qualifications of the auditors; Š to execute the agreements pursuant to the Swiss Merger Act.

2. Members of the Board of Directors The following table lists the current members of the Board of Directors and their respective responsibilities:

Name Age First appointed on Appointed until Position Committee membership Thomas Eichelmann 50 November 2015 2016 Chairman Nomination and Compensation Committee (chairman) Sylvia Schwing 34 November 2015 2016 Member Audit Committee Dr. Michael Hammes 60 November 2015 2016 Member Audit Committee (chairman) Dr. Philippe Weber 50 November 2015 2016 Member Nomination and Compensation Committee

The following description provides summaries of the curricula vitae of the current members of the Board of Directors and indicates their principal activities outside the Group to the extent that those activities are significant with respect to the Group.

Thomas Eichelmann Thomas Eichelmann was born on July 10, 1965 in Singen am Hohentwiel, Germany. He holds a degree in Economic Sciences from the University of Zurich, Switzerland. From 1984 to 1986 he trained as a bank clerk at Deutsche Bank AG before studying Economic Sciences at the Universities of Hohenheim (Stuttgart) and of Zurich, Switzerland from 1988 to 1994. From 1994 to 1997, Mr. Eichelmann worked at Boston Consulting Group in Frankfurt am Main before becoming manager at Bain & Company in Munich. In 2000, Mr. Eichelmann joined Roland Berger Strategy Consultants in Munich, where he became part of the worldwide management team in 2003. From 2007 to 2009 Mr. Eichelmann was a member of the management board of Deutsche Börse AG and also held various other management positions within the Deutsche Börse Group during that time. In 2010, Mr. Eichelmann joined ATON GmbH as a member of the board of directors and was also appointed member of the board of directors of EDAG Holding GmbH. Since then, Mr. Eichelmann has held various management positions within the ATON Group but also at various other companies. From 2010 to 2013 Mr. Eichelmann served as a member of the supervisory board of EDAG GmbH & Co. KGaA which was integrated into EDAG Engineering GmbH by way of an upstream merger. Since June 2012 Mr. Eichelmann has been acting as chairman of the supervisory board of EDAG Engineering GmbH (formerly EDAG Engineering AG) and in November 2015 Mr. Eichelmann was appointed chairman of the Board of Directors.

264 Sylvia Schwing Sylvia Schwing was born on October 27, 1980 in Donaueschingen, Germany. She holds a degree in Business Administration from the Furtwangen University (formerly Fachhochschule)andwas appointed as an auditor in 2010. From 2005 to 2010 Ms. Schwing worked at Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft in Eschborn before joining PHOENIX Pharmahandel GmbH & Co. KG in Mannheim until 2011. From 2011 to 2013, Ms. Schwing worked at Fresenius Medical Care AG & Co. KGaA in Bad Homburg before joining ATON GmbH in Munich where she was appointed head of group accounting in 2015.

Dr. Michael Hammes Dr. Michael Hammes was born on January 2, 1955 in Ochtendung, Germany. He holds a degree in Economics from the University of Mainz and a doctoral degree in economic policy from the Johannes-Gutenberg-University in Mainz. Furthermore, he obtained an additional qualification in Banking Management from the Johann-Wolfgang-Goethe-University in Frankfurt am Main. From 1982 to 1984 Dr. Hammes worked at the Landesbank Rheinland-Pfalz in Mainz before joining McKinsey & Company in Frankfurt am Main where he became a partner in 1991. In 1996 Dr. Hammes left McKinsey & Company to found CONSART Management Consultants GmbH in Frankfurt am Main where he was managing shareholder until 2006 when he established senco Management Consultants GmbH in Frankfurt am Main as managing shareholder. Dr. Hammes is currently member/chairman of several supervisory boards/administrative boards.

Dr. Philippe Weber Dr. Philippe Weber was born on February 8, 1965 in Zurich, Switzerland. He holds a degree in law and a doctoral degree in law from the University of Zurich and an LL.M. from the European University Institute (EUI) in Fiesole, Italy. He is admitted to the bar (Rechtsanwalt) in Zurich. From 1990 to 1992 he was a research assistant at the University of Zurich before joining the foreign affairs committees of the two chambers of the Swiss parliament as a legal clerk. In 1994 he joined the law firm Niederer Kraft & Frey AG, Zurich, where he became an associate in 1996. In 2002 he was made a partner at Niederer Kraft & Frey AG. In 2009 he was elected to the executive committee of Niederer Kraft & Frey AG, which he chairs (Managing Partner) since 2015. All members of the Board of Directors may be reached at the Company’s offices at Schlossgasse 2, 9320 Arbon, Switzerland (tel. +41 71 447 36 12). The following overview lists all of the companies and enterprises in which the members of the Board of Directors currently hold seats or have held seats on administrative, management or supervisory boards, or comparable Swiss or foreign supervisory bodies, or of which they were partners during the last five years, with the exception of the Company and the subsidiaries of the Group: Thomas Eichelmann Current seats: Š ATON Aero Verwaltungs GmbH (managing director) Š AT Aviation GmbH (managing director) Š ATON GmbH (chief executive officer, managing director) Š ATON Group Finance GmbH (managing director) Š ATON Oldtimer GmbH (managing director) Š ATON US Inc., Wilmington, Delaware, USA (member of the board of directors)

265 Š Bankhaus Ellwanger & Geiger KG (chairman of the administrative board) Š FFT GmbH & Co. KGaA (member of the supervisory board) Š HAEMA AG (member of the supervisory board) Š HORUS Beteiligungs-GmbH (managing director) Š HORUS Ellwanger & Geiger Holding GmbH (managing director) Š HORUS Finanzholding GmbH (managing director) Š HORUS Spiekermann Holding GmbH (managing director) Š J.S. Redpath Holdings, Inc. (member of the board of directors) Š L53 Immobilien BV GmbH (managing director) Š L53 Immobilien GmbH (managing director) Š OrthoScan, Inc., Scottsdale, Arizona, USA (member of the board of directors) Š Stadtsparkasse München (member of the economic advisory council) Š Stiftung Deutsche Sporthilfe (member of the advisory board) Š Stiftung Wir helfen München (member of the advisory board) Š V-Bank AG (vice-chairman of the supervisory board) Š Wüstenrot & Württembergische AG (member of the supervisory board) Past seats: Š ATON Theta GmbH (managing director) Š FRONTIER-KEMPER CONSTRUCTORS, Inc. Evansville, Indiana, USA (member of the board of directors) Š Hochtief AG (member and chairman of the supervisory board) Sylvia Schwing Current seats: None Past seats: None Dr. Michael Hammes Current seats: Š Bankhaus Ellwanger & Geiger KG (member of the administrative board) Š Spiekermann & Co AG (chairman of the supervisory board) Š senco Management Consultants GmbH (managing director) Š V-Bank AG (member of the supervisory board) Past seats: None

266 Dr. Philippe Weber Current seats: Š Niederer Kraft & Frey AG (chairman of the board of directors and managing partner) Š Robert Aebi AG (member of the board of directors) Š Newron Suisse SA (member of the board of directors) Past seats: None

3. Committees of the Board of Directors According to the Organizational Regulations, the Board of Directors has an audit committee (the “Audit Committee”) and a nomination and compensation committee (the “Nomination and Compensation Committee”) to strengthen the Company’s corporate governance structure. The Board of Directors may set up further committees. a. Audit Committee The Audit Committee shall consist of at least two members of the Board of Directors. The members of the Audit Committee are appointed by the Board of Directors. The term of office of the members of the Audit Committee shall be one year and shall end at the next annual shareholders’ meeting. The Audit Committee currently consists of 2 members, i.e., Michael Hammes (chairman) and Sylvia Schwing. The Audit Committee assists the Board of Directors in fulfilling its duties to supervise the management, in particular with regard to the completeness of the accounts, compliance with law and regulations and the work of the Company’s internal audit and the external auditors. The Audit Committee also assesses the adequacy of the financial reporting, the internal control system and general monitoring of business risks. Furthermore, it ensures the ongoing communication with the external auditors and internal audit with regard to the financial situation and business development of the Group. b. Nomination and Compensation Committee The shareholders’ meeting elects at least two and a maximum of four members of the Board of Directors as members of the Nomination and Compensation Committee. The term of office of the members of the Nomination and Compensation Committee shall be one year and shall end at the next annual shareholders’ meeting. Re-election is possible. The Nomination and Compensation Committee currently consists of 2 members, i.e., Thomas Eichelmann (chairman) and Philippe Weber. In accordance with the Compensation Ordinance, as defined below, the Articles of Association provide that the members of the Nomination and Compensation Committee must be elected by the shareholders’ meeting. The duties and responsibilities of the Nomination and Compensation Committee are primarily set out in Article 19 of the Articles of Association as well as in the Organizational Regulations. In particular, with respect to compensation matters the Nomination and Compensation Committee has the following duties: Š proposals to the Board of Directors regarding the compensation scheme of the Group pursuant to the principles of Articles 25 and 26 of the Articles of Association; Š proposals to the Board of Directors regarding the determination of compensation-related targets for the Group Executive Management; Š proposals to the Board of Directors regarding the approval of the individual compensation of the Chairman of the Board of Directors, the other members of the Board of Directors as well as the maximum individual aggregate compensation of the chief executive officer;

267 Š proposals to the Board of Directors regarding the individual compensation (fixed and variable compensation) of the other members of the Group Executive Management as well as further terms of employment and titles; Š proposals to the Board of Directors regarding amendments to the Articles of Association with respect to the compensation scheme for members of the Group Executive Management; Š proposals to the Board of Directors regarding external mandates and further additional occupation of the members of the Group Executive Management; and Š further duties and responsibilities as provided for in the Articles of Association.

III. GROUP EXECUTIVE MANAGEMENT 1. Overview Subject to those affairs which form part of the non-transferable and inalienable duties of the Board of Directors pursuant to the Swiss Code of Obligations (Obligationenrecht), the Articles of Association and the Organizational Regulations, the Board of Directors of the Company has delegated the executive management of the Company to the Group Executive Management. The Group Executive Management is mainly responsible for the financial and operational management of our Group and for the efficiency of the corporate structure and organization of our Group. The members of the Group Executive Management are appointed by the Board of Directors. The Group Executive Management currently comprises 2 members: Jörg Ohlsen and Jürgen Vogt. The chief executive officer, who acts as speaker, and the other member of the Group Executive Management are appointed and removed by the Board of Directors.

2. Members of the Group Executive Management The table below sets out the name, age, the year of joining the EDAG Group, the date of appointment and position of the current members of the Group Executive Management:

Name/Position Age Joined EDAG Appointed in current role Function Jörg Ohlsen 46 October 1994 November 2015 Chief Executive Officer Jürgen Vogt 62 January 2000 November 2015 Chief Financial Officer

The following description provides summaries of the curricula vitae of the current members of the Group Executive Management, followed by a short description of each member’s professional experience and education and indicates their principal activities outside the Group to the extent that those activities are significant with respect to the Group.

Jörg Ohlsen Jörg Ohlsen was born on April 24, 1969 in Hamburg, Germany. He holds a degree in mechanical engineering from the Hamburg University of Applied Sciences (Fachhochschule). Mr. Ohlsen joined the EDAG Group in 1994 as project manager for simulation technology. After various managerial positions in Product and Manufacturing Simulation as well as Vehicle Integration he was appointed as a managing director of EDAG Engineering GmbH in 2005 responsible for Product Development. In 2008, Mr. Ohlsen was appointed chief executive officer of EDAG Engineering GmbH and became a member of the Group Executive Management of EDAG Engineering Group AG in 2015. Mr. Ohlsen holds several honorary positions.

Jürgen Vogt Jürgen Vogt was born on August 3, 1953 in Seligenstadt, Germany. He holds a degree in Business Administration (Diplomkaufmann) from the Johann-Wolfgang-Goethe-University in Frankfurt am Main. From 1979 to 1981 Mr. Vogt worked at AEG Telefunken AG before joining Société Générale SA where he was stationed in New York from 1986 to 1990 and managed Lignotock GmbH from 1991 to 1995. From 1995 to 1999, Mr. Vogt was a member of the

268 management board of SAI Automotive AG in Frankfurt, working out of the United States from 1997 to 1999. In 2000, he joined Rücker AG in Wiesbaden as CFO and became managing director of EDAG Engineering GmbH in 2014 and a member of the Group Executive Management of EDAG Engineering Group AG in 2015. The members of the Group Executive Management may be reached at the Company’s offices at Schlossgasse 2, 9320 Arbon, Switzerland (tel. +41 71 447 36 12). The following overview lists all of the companies and enterprises in which the members of the Group Executive Management currently hold seats or have held seats on administrative, management or supervisory boards, or comparable Swiss or foreign supervisory bodies, or of which they were partners during the last five years, with the exception of the Company and the subsidiaries of the Group: Jörg Ohlsen Current seats: Š Chamber of Commerce of Fulda (member of the general assembly) Š German Association of the Automotive Industry (Verband der Automobilindustrie e.V.) (member of the advisory board) Š Automobiltechnische Zeitschrift (member of the advisory board) Past seats: None Jürgen Vogt Current seats: None Past seats: None

IV. REMUNERATION AND OTHER BENEFITS OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVE MANAGEMENT 1. Overview Following completion of the Offering and listing of the shares, the Company will be subject to the Swiss Ordinance against Excessive Compensation in Public Companies (Vergütungsverordnung; VegüV)(the“Compensation Ordinance”). The Compensation Ordinance contains a “say on pay” approval mechanism for the compensation of the Board of Directors and the Group Executive Management pursuant to which the shareholders must vote on the compensation of the Board of Directors and the Group Executive Management on an annual basis, either prospectively or retrospectively or a combination thereof. Swiss public companies are required to specify in their Articles of Association the mechanism for say-on-pay votes, subject to certain minimum requirements. These minimum requirements provide that the say-on-pay vote must be (i) held annually, (ii) binding and (iii) separate for the members of the board of directors, the members of the executive management and the members of the advisory board (if any).The Compensation Ordinance also requires a company to establish in its articles of association the principles relevant for the determination of the compensation of the board of directors and the executive management, including, but not limited to, the principles regarding the performance-based compensation for the members of the executive management and the grant of equity securities, conversion rights and option rights to members of the executive management. In addition, the Compensation Ordinance prohibits certain types of compensation arrangements with members of a Swiss public company’s board of directors, executive management and

269 advisory board, including severance payments, forms of advance compensation, transaction bonuses and certain other types of compensation and benefits not expressly provided for by the company’s articles of association. The Compensation Ordinance generally prohibits severance payments in whatever form. In addition, excessive termination notice periods in employment contracts (i.e., longer than one year) and long-term employment contracts for a fixed term of more than one year are viewed as prohibited severance payments. However, post-employment non-competition covenants and consultancy agreements are not subject to the Compensation Ordinance’s severance pay prohibition, unless deemed disguised severance payments as a result of their excessive terms. The Compensation Ordinance also restricts certain forms of advance compensation. The decisive element in distinguishing prohibited advance payments from certain types of allowed advance payments, such as sign-on bonuses, is the point in time at which such payments are made. Consequently, sign-on bonuses compensating benefits and other entitlements that executives forfeit from their previous employers are permissible whereas genuine prepayments of salary (i.e., if the contractual salary is paid in advance) are not permitted. Likewise, the Compensation Ordinance prohibits transaction bonuses. The Compensation Ordinance requires a company’s board of directors to prepare an annual written compensation report disclosing all compensation directly or indirectly granted by the company. In substance, the compensation report must include the information that the Swiss Code of Obligations (Obligationenrecht) already requires to be disclosed in the notes to a company’s annual statutory balance sheet. The disclosure relates to any compensation, loans and credits granted during the most recently ended fiscal year to members of the board of directors, the executive management and the advisory board and, to the extent not in line with market standards, to former members of the board of directors, the executive management and the advisory board and related parties of such current and former members of the board of directors, the executive management and the advisory board. The compensation report must also include the compensation and the loans and credits granted (and in case of loans and credits outstanding) to members of the board of directors and the advisory board disclosed on an aggregate and individual basis, whereas compensation and loans and credits granted to members of the executive management must only be disclosed on an aggregate basis, together with the name of the executive management member who received the highest compensation and the amount thereof. As a result of the Compensation Ordinance, the articles of association of a Swiss public company need to include provisions regarding (i) the maximum number of permissible activities that the members of the board of directors, executive management and advisory board may carry out in the supreme governing bodies of other companies that are not controlled by the company or control the company, (ii) the maximum term of and/or the notice period under compensation arrangements with members of the board of directors, executive management and advisory board (which should not, in either case, exceed one year), (iii) the duties and responsibilities of a company’s compensation committee and (iv) the particulars of the say-on-pay vote of the ordinary shareholders’ meeting. The Compensation Ordinance further requires that the members of the board of directors, the chairman of the board of directors, the members of the compensation committee (who may only be selected among the members of the board of directors) and one or several independent proxies be elected by a shareholders’ meeting on an individual basis for a term ending at the next ordinary shareholders’ meeting. Re-election in all instances is permitted. The Compensation Ordinance prohibits the representation of shareholders by corporate proxies (i.e., officers or other company representatives) as well as by proxies of deposited shares. The provisions of the Compensation Ordinance further provide that the board of directors must ensure that the shareholders are able to electronically grant proxies and instruct the independent proxy on both (i) agenda items included in the invitation to the shareholders’

270 meeting and (ii) new motions which were not disclosed in the invitation to the shareholders’ meeting. The independent proxy is required to exercise the voting rights granted by shareholders only in accordance with shareholder instructions. Further, absent express voting instructions, the independent proxy is required to abstain from voting. The criminal provisions of the Compensation Ordinance penalize intentional non-compliance by any member of the board of directors, executive management and advisory board who acted against their “better knowledge” (wider besseres Wissen) and pays out or receives impermissible forms of compensation. The Compensation Ordinance also stipulates criminal liability for certain prohibited actions by a Swiss public company’s board of directors. Intentional violations of the Compensation Ordinance can result in imprisonment of up to three years and a fine of up to six times the individual offender’s annual salary.

2. Remuneration Principles of the Company In accordance with the Compensation Ordinance, Article 12 of the Articles of Association provides that each year, beginning at the annual shareholders’ meeting in 2016, the shareholders’ meeting must vote separately on the proposals by the Board of Directors regarding the aggregate amounts of the: Š fixed compensation of the Board of Directors for the term of office until the next shareholders’ meeting, as well as any possible additional compensation of the Board of Directors for the preceding business year as specified in Article 25 paragraph 1 of the Articles of Association (i.e., at the annual shareholders meeting 2016, shareholders will, for the first time, vote on the compensation of the Board of Directors for the period from the annual shareholders’ meeting in 2016 until the shareholders’ meeting in 2017); Š the fixed compensation of the Group Executive Management to be paid in the subsequent business year as specified in 12 of the Articles of Association (i.e., at the annual shareholders meeting 2016, shareholders will, for the first time, vote on the fixed compensation of the Group Executive Management for the business year 2017); and Š variable compensation of the Group Executive Management based on the results and targets achieved in the preceding business year, which generally shall be paid after approval (i.e., at the annual shareholders meeting 2016, shareholders will, for the first time, vote on the variable compensation of the Group Executive Management for the business year 2015). If the shareholders’ meeting does not approve the amount of the proposed fixed and proposed variable compensation, as the case may be, the Board of Directors may either convene a new extraordinary shareholders’ meeting with new proposals for approval or submit the proposals regarding compensation for retrospective approval at the next annual shareholders’ meeting. Furthermore, the Board of Directors may make proposals to the shareholders’ meeting for approval in relation to (i) total amounts and/or parts of the compensation for other periods and/or (ii) additional amounts for certain parts of the compensation. The aggregate compensation amounts are deemed to be inclusive of all social security and pension contributions by the members of the Board of Directors, the Group Executive Management and by the Company (i.e., contributions by employee and employer). Pursuant to the Compensation Ordinance, the Company will be required to prepare an annual compensation report for the first time for the business year 2015. The Company intends to include the compensation report in its annual financial statements. The compensation report will, among other things, include the compensation of the members of the Board of Directors and of the members of the Group Executive Management on an aggregate basis, as well as the amount regarding the highest paid member of the Group Executive Management. In accordance with the Compensation Ordinance, Article 28 of the Articles of Association provides that the Company shall not grant loans, credits, pension benefits (other than from occupational pension funds) or securities to the members of the Board of Directors or the Group

271 Executive Management. Article 28 of the Articles of Association further provides that, in principle, the Company will not make payments to pension funds or similar institutions for the members of the Board of Directors. However, in exceptional cases, such payments may be made upon request of the Nomination and Compensation Committee, subject to the approval by the shareholders’ meeting, if the members in question do not have other insurable income from subordinate employment or if required by mandatory applicable law.

3. Remuneration of the Board of Directors In accordance with the requirements of the Compensation Ordinance, Article 25 of the Articles of Association sets out the principles for the elements of the compensation of the members of the Board of Directors. The members of the Board of Directors shall receive a fixed compensation and additional fixed compensation for memberships in committees of the Board of Directors as well as a lump sum compensation for expenses that is determined by the full Board of Directors based on the proposal of the Nomination and Compensation Committee and subject to and within the limits of the aggregate amounts approved by the shareholder meeting. The compensation is awarded in cash. In exceptional cases and subject to and within the limits of the approval by the shareholder meeting, the members of the Board of Directors may be awarded an additional bonus. For the current financial year the annual fixed salary amounts to €300 thousand for the Chairman and €100 thousand for each other member, plus €50 thousand for each committee membership (all amounts excl. VAT and Swiss social security contributions, if any). The Chairman of the Board of Directors is also chairman of the supervisory board of EDAG Engineering GmbH. The members of the supervisory board of EDAG Engineering GmbH receive a fixed remuneration which is governed by the statutes of EDAG Engineering GmbH and specified by shareholder resolution. In the fiscal year ended December 31, 2014, the aggregate remuneration of the members of the supervisory board of EDAG Engineering GmbH amounted to €479 thousand. Members of the Board of Directors providing consulting services to the Company or other group companies in a function other than as members of the Board of Directors may be compensated in cash according to standard market rates subject to approval by the shareholder’s meeting. The Company may indemnify members of the Board of Directors from any damage and other losses incurred by them in connection with any proceedings, disputes and settlements relating to their activity for the EDAG Group and make related advance payments and provide insurance cover.

4. Remuneration of the Group Executive Management Article 26 of the Articles of Association sets out the principles for the elements of the compensation of the members of the Group Executive Management. The compensation of the members of the Group Executive Management shall consist of a fixed compensation and a variable performance and success-based compensation (“Variable Compensation”), each payable in cash, as well as a lump sum compensation for expenses. The Variable Compensation is based on the level of achievement of specific pre-defined targets for a one year performance period. The targets may relate to at least 50% (i) to financial performance indicators namely turnover, EBIT, distributable profit and up to another 50% (ii) to the achievement of special projects as well as other company related and/or individual target values and also financial key figures. Upon proposal by the Nomination and Compensation Committee, the Board of Directors is responsible for the selection and weighting of target categories. The maximum share of the Variable Compensation in the total compensation of a member of the Group Executive Management is determined by the Board of Directors for each member of the Group Executive Management as a percentage of the fixed compensation and may not exceed an amount equal to 50% of the fixed compensation in case of the CEO and an amount

272 equal to 71.4% of the fixed compensation in case of the CFO. The targets are determined annually for each member of the Group Executive Management at the beginning of the one year performance period by the Board of Directors upon proposal by the Nomination and Compensation Committee. For the nine-month period ended September 30, 2015, the fixed and variable salary amounts to an aggregate of €825.0 thousand for Mr. Ohlsen and Mr. Vogt of the management board of EDAG Engineering GmbH (all amounts excluding social security and share based compensation). These two managing directors represent the Group Executive Management of the Company as of its incorporation. Furthermore, the two members of the Group Executive Management are also managing directors of EDAG Engineering GmbH. As such they will receive a special bonus in the amount of €500 thousand, either in cash or in shares or share options, in case the EDAG Group goes public by December 31, 2016. This bonus has to be approved by the Shareholders’ meeting of the Company. For the fiscal year ended December 31, 2014, the managing directors of EDAG Engineering GmbH, consisting of the Group Executive Management and two other managing directors, received an aggregate remuneration in the amount of €3.4 million (including fixed and variable remuneration). No equity related securities or options shall be allocated and no additional compensation shall be awarded for activities in companies being directly or indirectly controlled by the Company. According to Article 12 of the Articles of Association, the annual shareholders’ meeting will, for the first time in 2016, be required to approve (i) the variable compensation of the Group Executive Management for the business year 2015; and (ii) the fixed compensation of the Group Executive Management to be paid for the business year 2017. Pursuant to Article 27 of the Articles of Association, expenses that are not covered by the lump sum compensation for expenses pursuant to the expense regulations of the Company are reimbursed against presentation of the relevant receipts. This additional compensation for expenses actually incurred does not need to be approved by the General Meeting.

5. Permitted other activities of the members of the Board of Directors and the Group Executive Management According to Article 23 of the Articles of Association, the members of the Board of Directors may have the following other functions in management or administrative bodies (oberste Leitungs- oder Verwaltungsorgane) of legal entities obliged to register themselves in a Swiss commercial register or a foreign equivalent thereof and which are not controlled by the Company, do not control the Company or do not constitute pension funds insuring employees of our Group: Š up to 10 mandates as a member of the board of directors or any other top supervisory or management body of a legal entity whose shares are publicly traded pursuant to Article 727 paragraph 1 number 1 Compensation Ordinance; Š up to 15 mandates as a member of the board of directors or any other top supervisory or management body of a legal entity pursuant to Article 727 paragraph 1 number 2 Compensation Ordinance; Š up to 20 mandates as a member of the board of directors or any other top supervisory or management body of legal entities that do not meet the above mentioned criteria; and Š up to 10 mandates in associations, charity foundations and employee assistance foundations.

273 With the approval of the Nomination and Compensation Committee, the members of the Group Executive Management may have the following other functions in the top supervisory or management bodies of legal entities obliged to register themselves in a Swiss commercial register or a foreign equivalent thereof and which are not controlled by the Company, do not control the Company or do not constitute pension funds insuring employees of our Group: Š up to 2 mandates as a member of a board of directors or any other top supervisory or management body of a legal entity whose shares are publicly traded pursuant to Article 727 paragraph 1 number 1 Compensation Ordinance; Š up to 3 mandates as a member of the board of directors or any other top supervisory or management body of a legal entity pursuant to Article 727 paragraph 1 number 2 Compensation Ordinance; and Š up to 5 mandates as a member of the board of directors or any other top supervisory or management body of legal entities that do not meet the above mentioned criteria. With respect to the additional activities of both the members of the Board of Directors and the Group Executive Management, mandates in companies that are under uniform control or the same beneficial ownership are deemed one mandate.

6. Agreements related to the compensation for members of the Board of Directors and the Group Executive Management According to Article 24 of the Articles of Association, mandate agreements of the members of the Board of Directors have a fixed term of one year ending on the conclusion of the next annual shareholders’ meeting, subject to early termination or removal. The employment agreements of the members of the Group Executive Management shall, in principle, be concluded for an indefinite period. If the Board of Directors considers a fixed term appropriate, such fixed term shall not exceed twelve months. With respect to employment agreements entered into for an indefinite period, the maximum notice period shall not exceed twelve months.

7. Conflicts of interest Swiss law does not provide for a general provision regarding conflicts of interest. However, the Swiss Code of Obligations (Obligationenrecht) requires the Board of Directors and senior officers to safeguard the Company’s interests and imposes a duty of care and loyalty on the members of the Board of Directors and senior officers. This rule is generally understood as disqualifying members of the Board of Directors and senior officers from decisions that directly affect them. Members of the Board of Directors and senior officers are personally liable to the Company, its shareholders and its creditors for damages caused by willful or negligent violation of their duties. In addition, Swiss statutory law contains a provision under which payments made to a shareholder or a member of the Board of Directors or any person associated with such shareholder or member of the Board of Directors, other than at arm’s length, must be repaid to the Company if the recipient of such payment acted in bad faith. In addition, if the company concluding a contract is represented by the person with whom it is concluding the contract such contract must be in writing pursuant to the Swiss Code of Obligations (Obligationenrecht). This requirement does not apply to contracts relating to daily business matters if the value of the company’s performance obligations under the contract does not exceed CHF 1,000. Further, as described in more detail below, Swiss public companies listed in Switzerland or abroad must comply with detailed rules regarding the compensation of, and granting of loans to, members of the board of directors and the management. In accordance with the Compensation Ordinance, the Articles of Association limit the number of mandates which members of the Board of Directors and Group Executive Management may accept outside our Group (see above).

274 8. Shareholdings of the Members of the Board of Directors and Group Executive Management No member of the Board of Directors or Group Executive Management holds any shares in the Company.

V. CERTAIN INFORMATION REGARDING THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVE MANAGEMENT In the last five years, no member of the Board of Directors or the Group Executive Management has been convicted of fraudulent offences. In the last five years, no member of the Board of Directors or the Group Executive Management has been associated with any bankruptcy, receivership or liquidation acting in its capacity as a member of any administrative, management or supervisory body or as a senior manager. In the last five years, no official public incriminations and/or sanctions have been made by statutory or legal authorities (including designated professional bodies) against the members of the Board of Directors or the Group Executive Management, nor have sanctions been imposed by the aforementioned authorities. No court has ever disqualified any of the members of the Board of Directors or the Group Executive Management from acting as a member of the administrative, management, or supervisory body of an issuer, or from acting in the management or conduct of the affairs of any issuer for at least the previous five years. Thomas Eichelmann is the Chairman of the Board of Directors and the CEO of the Selling Shareholder. Following the Offering, our Selling Shareholder will continue to exercise significant influence on the Company and thereby have, inter alia, a substantial influence on matters submitted to a vote of the Company’s shareholders meeting and change of control matters. To the extent that interests of the Selling Shareholder differ from those of the Company, Mr. Eichelmann is exposed to potential conflicts of interest. Dr. Lutz Mario Helmig ultimately controls FFT Produktionssysteme GmbH & Co. KG, with which we generate a significant amount of sales revenues. If the interests of this company diverge from those of the EDAG Group, Dr. Helmig is exposed to potential conflicts of interest as shareholder of FFT Produktionssysteme GmbH & Co. KG and as indirect shareholder of the Company. Otherwise, there are no conflicts of interest or potential conflicts of interest between the members of the Board of Directors or the Group Executive Management as regards the Company on the one side and their private interests, membership in governing bodies of companies, or other obligations on the other side. No member of the Board of Directors or the Group Executive Management has entered into a service agreement with a Group company that provides for benefits upon termination of employment or office. There are no family relationships between the members of the Board of Directors and the Group Executive Management respectively, either among themselves or in relation to the members of the other body.

VI. SHAREHOLDERS’MEETING 1. Overview Under Swiss law, the ordinary shareholders’ meeting must take place annually within six months of the end of a company’s fiscal year. Extraordinary shareholders’ meetings are called for if the Board of Directors or the auditors deem it necessary or if shareholders representing at least 10% of the share capital so request. Shareholders individually or jointly representing at least three per cent of the share capital of the Company may demand that items be put on the agenda. Such demands have to be submitted to the Chairman of the Board of Directors at least 45 days

275 before the date of the shareholders meeting and shall be in writing, specifying the item and the proposals. Furthermore, one or more shareholders representing at least 10% of the total share capital outstanding at the time may request the Board of Directors, in writing and by indicating the agenda items and the associated motions, to call an extraordinary shareholders’ meeting. The notices of any shareholders’ meeting is to be made by the Board of Directors by way of official publication in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt) and the German Electronic Federal Gazette (Bundesanzeiger) during the period of the admission of the shares on the Frankfurt Stock Exchange or any other German stock exchange not less than twenty days prior to the date of the meeting. The invitation must state the date, time and place of the meeting, the agenda items as well as the motions of the Board of Directors and of the shareholders who have requested the holding of the shareholders’ meeting or the inclusion of an item in the agenda. The Articles of Association do not prescribe that a quorum of shareholders is required to be present at a shareholders’ meeting. Unless otherwise required by law or the Articles of Association, the shareholders’ meeting passes resolutions and carries out elections by absolute majority of the votes cast, excluding any abstentions, blank or invalid votes. Elections are to be held separately. A resolution by the shareholders’ meeting requires at least two-thirds of the voting rights represented and an absolute majority of the nominal value of shares represented for: (i) any amendment of the company’s objects, (ii) the introduction of shares with preferential voting rights, (iii) any restriction on the transferability of registered shares, (iv) an authorized or contingent capital increase (v) a capital increase funded by equity capital (Kapitalerhöhung aus Eigenkapital), against contributions in kind (Sacheinlage) or to fund acquisitions in kind (Sachübernahme) and the granting of special privileges (Gewährung besonderer Vorteile), (vi) any restriction or cancelation of the subscription right, (vii) the change of the registered office of the Company, (viii) the dissolution of the Company and (ix) other matters listed in Article 704 (1) of the Swiss Code of Obligations (Obligationenrecht) or Article 18 and 64 of the Swiss Federal Merger Act (Fusionsgesetz). Subject to the foregoing exceptions, a shareholders’ meeting also has the power to vote by an absolute majority of the votes cast on amendments to the Articles of Association, to elect and remove the members of the Board of Directors, the Chairman of the Board of Directors, the members and the chairman of the Nomination and Compensation Committee, the independent proxy and the auditors and to approve the annual report and financial statements as well as to pass resolutions regarding the use of the balance sheet profit, in particular to declare dividends, to discharge the members of the Board of Directors from liability for matters disclosed to the shareholders’ meeting, to pass resolutions as to all matters which have been submitted to the shareholders’ meeting for its decision by the Board of Directors and to approve the aggregate amounts of the maximum compensation of the members of the Board of Directors and the Group Executive Management. Furthermore, the shareholders’ meeting has the power, by an absolute majority of the votes cast, to order an independent investigation into specific matters proposed to the shareholders’ meeting (Sonderprüfung). The Chairman has no casting vote. At shareholders’ meetings, shareholders may be represented by their statutory proxy, another shareholder with voting rights or by the independent proxy (see below “P. Corporate Bodies— VIII. Independent Proxy”). Shareholders will be required to provide evidence of their shareholdings in the Company. Resolutions and elections are carried out openly, unless a written ballot is resolved by the shareholders’ meeting or is ordered by the chairman of the meeting. The chairman of the meeting may also arrange for resolutions and elections to be carried out by electronic means. Resolutions and elections carried out by electronic means are deemed to have the same effect as written ballots. In accordance with the Compensation Ordinance, special rules apply with respect to votes on compensation (see “P. Corporate Bodies—IV. Remuneration and Other Benefits of the Board of Directors and the Group Executive Management”).

276 2. Shareholders’ inspection rights A shareholder may review the minutes of the shareholders’ meeting at the registered office of the Company. In accordance with Swiss law, the Company makes its annual report and the auditors’ report available for inspection to its shareholders at its registered office/address at least twenty days prior to each ordinary shareholders’ meeting. Any shareholder may request a copy of these reports in advance of or after the ordinary shareholders’ meeting. In addition, at a shareholders’ meeting, a shareholder may request information from the Board of Directors concerning the business and operations of the Company and may request information from the auditors concerning the performance and results of their examination of the financial statements. The Company may refuse to provide that information to a shareholder if, in its opinion, the disclosure of the requested information would reveal business secrets or infringe other protected interests of the Company.

VII. AUDITORS PwC-CH are the auditors of the Company. The shareholders must confirm the appointment of the auditors on an annual basis at the shareholders’ meeting.

VIII. INDEPENDENT PROXY Pursuant to the Compensation Ordinance and our Articles of Association, the shareholders’ meeting elects the independent proxy for a term ending at the conclusion of the next annual shareholders’ meeting. Re-election is possible. At our shareholders’ meeting held on November 2, 2015, Mr. Roger Föhn, c/o ADROIT Attorneys- at-law, Kalchbühlstrasse 4, CH-8038 Zürich, Switzerland was elected as the independent proxy for the term ending at the conclusion of the next annual shareholders’ meeting.

IX. CORPORATE GOVERNANCE 1. Corporate Governance Code Neither the Swiss Code of Best Practice for Corporate Governance (the “Swiss Code”) nor the German Corporate Governance Code are directly applicable to the Company. However, as of the date of the prospectus, the Company complies, and following the listing of the Company’s shares on the Frankfurt Stock Exchange intends to continue to comply, with the recommendations of the Swiss Code except for such provisions which the Company believes should be adapted to actual circumstances. The Swiss Code was originally published by economiesuisse as the Swiss Business Federation from all sectors of the economy in July 2002 and supplemented with an appendix containing recommendations on the remuneration of boards of directors and executive boards in 2007. The latest version was approved in its revised form by the board of economiesuisse on 28 August 2014 and reflects both the international developments in the area of corporate governance as well as changes at Swiss level, which have resulted from the revision of Article 95 (3) of the Federal Constitution in particular. The Swiss Code makes non-binding proposals concerning the management and supervision of Swiss-listed companies. It is based on internationally and nationally recognized standards of good, responsible governance. The Code contains recommendations and suggestions (for corporate governance in relation to shareholders and the shareholders’ meeting, the board of directors the executive board, transparency and accounting and auditing of financial statements. The Swiss Code is intended for Swiss public limited companies. Certain provisions address institutional investors and intermediaries. The purpose of the Swiss Code is to set out guidelines and recommendations while every company should retain the option of putting its own ideas on organizing corporate governance into practice. Compliance with the Swiss Code’s recommendations or suggestions is not obligatory. In addition, the Swiss Code specifically allows for its rules to be adapted to actual circumstances, depending on the shareholder structure (namely for companies with active major shareholders) and the size of the company.

277 Provisions of the Swiss Code which the Company believes should be adapted to actual circumstances are the following: Presently and upon listing, the Company deviates and intends to continue to deviate from the recommendation of the Swiss Code regarding the independence of the (majority of the) members of the Board of Directors as well as (all) members of the Audit Committee. In addition, the Company presently does not and does not intend to follow the recommendation of the Swiss Code according to which members of the board and the executive management should in part be compensated in shares. On the other hand, presently, the Company goes beyond certain recommendations of the Swiss Code. For example, the Company has no authorized or conditional capital meaning that for as long as this will remain unchanged any future capital increase of the Company will require shareholder approval. Also, the minimum nominal capital required to enable a shareholder to request that a specific item be put on the agenda of the shareholders meeting is CHF 1,000 thousand whereas the Articles of Associations set the level at 3% of the issued nominal share capital which is less than CHF 1,000 thousand.

2. Voting rights agreement Following the successful completion of the Offering and assuming placement of all the Offer Shares and full exercise of the Greenshoe Option, our Selling Shareholder together with HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, which might acquire shares in connection with the Offering on a non-preferential basis (see “C. The Offering—XVI. Interests of Parties Participating in the Offering”), will hold at least 59.75% of the outstanding share capital of the Company. Therefore, the Selling Shareholder will continue to exercise substantial control over the Company. However, following the successful completion of the Offering, the Selling Shareholder intends to deconsolidate the Company from its consolidated financial statements and has therefore agreed to limit its control over the Company. The Selling Shareholder has entered into an agreement with the Company in which the Selling Shareholder has undertaken for a period starting on the first day of trading of the shares of the Company on the Frankfurt Stock Exchange (currently expected to take place on December 2, 2015) and ending on the second ordinary shareholders’ meeting of the Company after the first day of trading, however, at least for a period of 19 months after the first day of trading and with respect to such number of shares of the Company directly or indirectly held by the Selling Shareholder upon settlement of the Offering Š to exercise its voting rights in ordinary shareholders’ meetings of the Company only with regard to half of the persons that are eligible as members for the Board of Directors; Š to exercise its voting rights in extraordinary shareholders’ meetings of the Company regarding the election of additional members of the Board of Directors only in so far as and to the extent that, in case of election of such person, the overall number of members of the Board of Directors that were elected with the voting rights of the Selling Shareholders does not constitute the majority; Š not to exercise its voting rights in extraordinary shareholders’ meetings of the Company, in which the removal of a member of the Board of Directors shall be decided, in so far as in case of the removal of such person the majority of the members of the Board of Directors would have been elected with the voting rights of the Selling Shareholder. However, in case of an extraordinary shareholders’ meeting of the Company held before the first ordinary shareholders’ meeting after the first day of trading, the Selling Shareholder would, at any rate, exercise its voting rights only with regard to a removal of Thomas Eichelmann or Sylvia Schwing (or their successors); and Š to vote, in ordinary or extraordinary shareholders’ meetings, against the removal of the provision in the Articles of Association according to which the Chairman of the Board of Directors has no casting vote.

278 Furthermore, the Selling Shareholder agreed to procure that any persons that have control over the Selling Shareholder and own shares in the Company, will only exercise their voting rights with regard to shares of the Company in accordance with the above provisions. To the extent HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, will acquire any Offer Shares in connection with the Offering on a non-preferential basis (see “C. The Offering—XVI. Interests of Parties Participating in the Offering”), HORUS Vermo¨ gensverwaltungs GbR will enter into a voting rights agreement with the Company substantially identical with the agreement entered into by the Company and the Selling Shareholder as described above.

3. Takeover Since neither the provisions of the German Takeover Code (Wertpapiererwerbs- und Übernahmegesetz), nor the Swiss law rules set forth in the Swiss Stock Exchange and Securities Dealer Act regarding voluntary and obligatory takeover offers will be applicable, the Selling Shareholder will agree with the Underwriters in the Underwriting Agreement that it will not, for a period of three years from the settlement of the Offering of the Company, directly or indirectly and taking into consideration a transfer of shares by HORUS Vermo¨ gensverwaltungs GbR or any other company controlled by Dr. Lutz Mario Helmig, enter into an agreement with a third party to sell a position in the Company which, the Selling Shareholder knows, will result in a controlling interest of the purchaser, unless such purchaser contractually commits to extend a tender offer to the other shareholders of the Company offering a purchase price per share which is at least equal to the price contractually agreed between the Selling Shareholder and the purchaser. The Selling Shareholder’s covenant is only valid to the extent that the purchaser would be under an obligation (and no exemption would be available from the duty) to extend a mandatory tender offer to the other shareholders of the Company if German takeover laws were applicable in case of such a transaction and only for as long as neither Swiss nor German takeover laws apply. Subject to certain conditions, transfers to or amongst affiliates of the Selling Shareholder are exempt. The Selling Shareholder’s undertaking does not give rise to any rights of third parties and the Selling Shareholder is not obliged to ensure that the purchaser actually adheres to its contractual obligation to extend an offer to other shareholders of the Company. To the extent HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, will acquire any Offer Shares in connection with the Offering on a non-preferential basis (see “C. The Offering—XVI. Interests of Parties Participating in the Offering”), HORUS Vermo¨ gensverwaltungs GbR will enter into an agreement with the Underwriters in order to make a covenant to the Underwriters with regard to the sale of shares in the Company which would result – taking into consideration any transfer of shares by the Selling Shareholder - in a controlling interest of the purchaser substantially identical with the covenant made by the Selling Shareholder to the Underwriters as described above.

279 Q. CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS In accordance with IAS 24, transactions with persons or companies which are, inter alia, members of the same group as the Company or which are in control of or controlled by the Company must be disclosed, unless they are already included as consolidated companies in our audited consolidated financial statements. Control exists if a shareholder owns more than one half of the voting rights in the Company or, by virtue of an agreement, has the power to control the financial and operating policies of our management. The disclosure requirements under IAS 24 also extend to transactions with associated companies (including joint ventures) as well as transactions with persons who have significant influence on our financial and operating policies, including close family members and intermediate entities. This includes the members of the Board of Directors and close members of their families, as well as those entities over which the members of the Board of Directors or their close family members are able to exercise a significant influence or in which they hold a significant share of voting rights. Set forth below are the transactions with related parties for the fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012 as well as for the current fiscal year up to and including the date of this prospectus. Further information, including quantitative amounts, of related party transactions are contained in the notes to the unaudited condensed consolidated interim financial statements of EDAG Engineering Schweiz Sub-Holding AG as of and for the nine-month period ended September 30, 2015 and the audited consolidated financial statements of EDAG Engineering GmbH as of and for the fiscal year ended December 31, 2014, which includes the corresponding figures for the fiscal years ended December 31, 2013 and December 31, 2012. These are included in the section “Financial Information” of this prospectus on page F-2 et seqq. Business relationships between companies of the Group are not included. The companies which are directly or indirectly controlled by the Company are listed in Note 5.3.4 under “Companies included in the Consolidation” of the notes to the audited consolidated financial statements of EDAG Engineering GmbH as of and for the fiscal year ended December 31, 2014.

I. GENERAL We had business transactions with related parties (including the Selling Shareholder and its subsidiaries, unconsolidated subsidiaries, associated companies and other related companies and persons) in the fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012 as well as in the nine-month period ended September 30, 2015. All such transactions with related parties were in our view carried out in accordance with the arm’s length principle.

For the nine-month period ended For the fiscal year September 30, ended December 31, 2015 2014 2013 2012 (in € million) (unaudited) (audited) Goods and services rendered ...... 31.6 36.1 28.5 32.7 Goods and services received ...... 0.7 1.6 2.3 7.8 Interest income ...... 1.4 0.1 0.1 0.3 Interest expense ...... 6.6 9.7 4.8 3.1 Other operating income ...... 2.6 2.0 2.4 5.9 Other operating expenses ...... 2.9 1.1 3.1 2.6 Receivables ...... 42.0 41.8 8.3 31.2 Advance payments made ...... 6.1 4.4 3.2 1.2 Cash-pool receivables ...... 0.8 5.5 28.0 20.2 Liabilities ...... 0.2 2.0 22.2 22.5 Current loan obligations ...... 22.5 1.2 6.0 57.8 Non-current loan obligations ...... 158.8 158.8 192.9 — Cash-pool liabilities ...... — — 4.8 —

280 1. Goods and services rendered The rendered sales revenues consist mostly of engineering services with FFT Produktionssysteme GmbH & Co. KG. Furthermore, due to hosting, network and data backup contracts as well as general IT support, sales revenues were generated with Augsburg Airways GmbH i.L., DCA GmbH, Haema AG, REFORM Maschinenfabrik GmbH & Co. KG and Deilmann Haniel Mining Systems GmbH.

2. Goods and services received Costs of raw materials, supplies and purchased services were generated mostly with BBZ Mitte GmbH, Fulda, BBZ Berufsbildungszentrum Fulda GmbH, Petersberg, and FFT Produktionssysteme GmbH & Co. KG, Fulda. The costs include expenses for laser cutting, technique carriers and flame-cut parts as well as various planning and consulting services, concepts, design studio support and laser brazing. Furthermore, we entered into a service contract for support in patenting with FFT Produktionssysteme GmbH & Co. KG.

3. Interest income Interest income results mainly from the cash-pooling arrangement with the Selling Shareholder.

4. Interest expenses In the nine-month period ended September 30, 2015 and the fiscal year ended December 31, 2014, interest expenses result from loans due to ATON Group Finance GmbH, the Selling Shareholder and VKE Versorgungskasse. In previous years interest expenses additionally result from loans due to Horus Vermögensverwaltungs GmbH & Co. KG.

5. Other operating income Other operating income results mostly from prepaid costs, rent and leasing with FFT Produktionssysteme GmbH & Co. KG. Moreover, other operating income was generated with the Selling Shareholder in connection with IT services, license and hardware leasing and prepaid costs.

6. Other operating expenses Other operating expenses include prepaid costs for general and tax consulting services with the Selling Shareholder, used services for language courses and other continuing education of the EDAG employees with BBZ Mitte GmbH as well as rental expenses with Horus Vermögensverwaltungs GmbH & Co. KG. Further rental expenses were generated with Haema AG.

7. Advance payments made Advances payments made result from trust activities with FFT Produktionssysteme GmbH & Co. KG.

8. Receivables Comprises of receivables in the amount of €38.5 million and €38.4 million, respectively, that were generated with Zweite FOM Objekt GmbH & Co. KG in connection with a sale & lease back transaction for the nine-month period ended September 30, 2015 and the fiscal year ended December 31, 2014, respectively.

9. Liabilities In the fiscal year ended December 31, 2014 and as of September 30, 2015, liabilities result mostly from transactions with EDAG Werkzeug + Karosserie GmbH and FFT Produktionssysteme GmbH & Co. KG. In the fiscal years ended December 31, 2012 and December 31, 2013 nearly all liabilities result from transactions with FFT Produktionssysteme GmbH & Co. KG.

281 10. Cash-pool receivables Cash-pool receivables result from the cash-pooling arrangement with the Selling Shareholder. The cash-pool receivables decreased by €22.4 million from €28.0 million as of December 31, 2013 to €5.5 million as of December 31, 2014 and to €0.8 million as of September 30, 2015.

11. Current and non-current loan obligations As of September 30, 2015, we have additional obligations, including interest, in the amount of €20.2 million towards VKE Versorgungskasse EDAG – Firmengruppe e.V. In the fiscal years ended December 31, 2012 and December 31, 2013, there were outstanding loans provided by VKE Versorgungskasse EDAG-Firmengruppe e.V. These loans were almost completely repaid by the end of 2014. In 2013 and 2014, current and non-current loan obligations existed in connection with loans provided to us by ATON Group Finance GmbH. The current and non-current loan obligations with ATON subsidiaries decreased by €38.9 million from €198.9 million as of December 31, 2013 to €160.0 million as of December 31, 2014.

12. Cash-pool liabilities Cash-pool liabilities result from the cash-pooling arrangement with the Selling Shareholder. The cash-pool liabilities to the Selling Shareholder decreased by €4.8 million from €4.8 million as of December 31, 2013 to nil as of December 31, 2014.

II. RELATIONSHIP WITH MEMBERS OF THE BOARD OF DIRECTORS Jo¨rgOhlsenandJu¨ rgen Vogt, members of the management board of EDAG Engineering GmbH and members of the Group Executive Board of EDAG Engineering Schweiz Sub-Holding AG and the Company, respectively, received new management contracts for EDAG Engineering GmbH and EDAG Engineering Schweiz Sub-Holding AG effective as of October 1, 2015, respectively, and for the Company effective as of November 4, 2015. For an overview regarding the compensation of the members of the Board of Directors, please refer to the sections “P. Corporate Bodies—IV. Remuneration and other benefits of the board of directors and the group executive management—3. Remuneration of the Board of Directors.” Dr. Philippe Weber is a member of the Board of Directors (see “P. Corporate Bodies—II. Board of Directors—2. Members of the Board of Directors”) and a managing partner of the law firm Niederer Kraft & Frey AG, Zurich, which acts as Swiss legal counsel for the Company in connection with the Offering. Thomas Eichelmann holds a 7.6% share in KINREFD GmbH, which is the sole shareholder of several companies with which our subsidiary EDAG Engineering GmbH concluded purchase and transfer agreements and lease agreements regarding five properties previously owned by EDAG Engineering GmbH. Furthermore, Thomas Eichelmann is a managing director of HORUS Beteiligungs-GmbH which is the general partner of HORUS. HORUS holds a 49.9% share in KINREFDGmbH(see“L. Business—XII. Material Contracts—3. Agreements relating to Real Estate—b. Sale-and-lease-back of five properties in Fulda, Cologne, Ingolstadt and Recklinghausen”). Furthermore, on October 14, 2015, EDAG Engineering GmbH concluded a lease agreement with MD 7 Immobilien GmbH for a building and open space at Max-Diamand-Straße 7 in Munich. The lease agreement has a fixed term until October 31, 2031 and the monthly rent amounts to €53,871.00 (€55,883.00 starting January 1, 2017). EDAG Engineering GmbH used to rent this property from Semper Constantia Immo Invest GmbH, which had sold the property to MD 7 Immobilien GmbH in June 2015. The shareholders of MD 7 Immobilien GmbH are HORUS (with a share of 49.9%), Habermann Vermo¨ gensverwaltungs GmbH (with a share of 40.0%) and Thomas Eichelmann (with a share of 10.1%). Additionally, Thomas Eichelmann is a managing director of HORUS Beteiligungs-GmbH which is the general partner of HORUS.

282 III. RELATIONSHIP WITH MEMBERS OF THE EXECUTIVE MANAGEMENT For an overview regarding the compensation of the members of the Executive Management, please refer to the sections “P. Corporate Bodies— Remuneration and other benefits of the board of directors and the group executive management—4. Remuneration of the Group Executive Management”.

IV. OTHER RELATED PARTY TRANSACTIONS 1. Transaction with members of the supervisory board of EDAG Engineering GmbH Transactions with members of the supervisory board of EDAG Engineering GmbH are set forth in the following table:

Nine-months period ended September 30, Year ended December 31, 2015 2014 2013 2012 (in € thousand) (unaudited) (audited) Work-related expenses ...... 335 479 61 29 Travel and other expenses ...... 3 6 — 5 Compensation costs ...... 184 237 573 485 Rental expenses ...... — — — 16 Consulting expenses ...... — — — 17 Liabilities ...... — — — 56

2. Loan Agreements with the ATON Group Finance GmbH We entered into certain loan agreements with ATON Group Finance GmbH, an affiliate of the Selling Shareholder. See “L. Business—XII. Material Contracts—1. Financing Agreements—a. EDAG Engineering Holding GmbH and —b. BFFT Holding GmbH”.

3. Cash Pooling Agreement We entered into a cash pooling agreement with the Selling Shareholder. See “L. Business—XII. Material Contracts—1. Financing Agreements—c. Cash Pooling Agreement”.

4. Loan Agreements with VKE Versorgungskasse EDAG-Firmengruppe e.V. We entered into certain loan agreements with VKE Versorgungskasse EDAG-Firmengruppe e.V. See “L. Business—XII. Material Contracts—1. Financing Agreements—d. Credit Agreements with VKE – Versorgungskasse EDAG-Firmengruppe e.V.”.

5. Loan Agreement with Autotest AG In March 2011, we entered into a loan agreement with Autotest AG, a company affiliated with the Dr. Lutz Mario Helmig, our current ultimate shareholder, in connection with the sale of our previous subsidiary Automobil- und Kunststofftechnik GmbH in 2011. Under this loan agreement, we granted Autotest AG loans in the aggregate amount of €1.5 million. €500 thousand are to be repaid in quarterly installments until December 31, 2015. The remaining €1,000 thousand have a term until December 31, 2021 and Autotest AG is only obligated to repay the loan in yearly installments to the extent certain financial targets of Autotest AG are met. As of September 30, 2015, €1.0 million were outstanding under the loan agreement.

6. Disposals of “Werkzeug und Karosseriesysteme Eisenach” business division by way of a spin-off for absorption into EDAG Werkzeug + Karosserie GmbH and EKS Intec GmbH Regarding the disposals of the “Werkzeug und Karosseriesysteme Eisenach” business division by way of a spin-off for absorption into EDAG Werkzeug + Karosserie GmbH and EKS Intec GmbH, see “L. Business—XII. Material Contracts—2. Agreements relating to Acquisitions and Disposals— b. Disposals”.

283 7. Cost Sharing Agreements On November 2, 2015, the Selling Shareholder, the Company and EDAG Engineering Schweiz Sub-Holding AG entered into two individual agreements pursuant to which the Company and EDAG Engineering Schweiz Sub-Holding AG will reimburse the Selling Shareholder for certain external costs in connection with the preparation and the execution of the Offering. The costs to be reimbursed on such basis include, in particular, costs in connection with the formation of the Company and of EDAG Engineering Schweiz Sub-Holding AG which were paid in advance by the Selling Shareholder. The maximum amount of costs to be reimbursed by the Company and EDAG Engineering Schweiz Sub-Holding AG in connection with Offering will not exceed CHF 2,000 thousand.

8. Voting Rights Agreement The Selling Shareholder entered into a voting rights agreement with the Company – see “P. Corporate Bodies—IX. Corporate Governance—2. Voting rights agreement”. To the extent HORUS Vermo¨ gensverwaltungs GbR, a company controlled by Dr. Lutz Mario Helmig, will acquire any Offer Shares in connection with the Offering on a non-preferential basis (see “C. The Offering—XVI. Interests of Parties Participating in the Offering”), HORUS Vermo¨ gensverwaltungs GbR will enter into a voting rights agreement with the Company substantially identical with the agreement entered into by the Company and the Selling Shareholder as described under “P. Corporate Bodies—IX. Corporate Governance—2. Voting rights agreement”.

9. Formation of the Company and EDAG Engineering Schweiz Sub-Holding AG The Company was incorporated by the Selling Shareholder as founder as a stock corporation (Aktiengesellschaft) domiciled in Switzerland under Swiss law on November 2, 2015 and registered with the Commercial Register on November 3, 2015. Also see “N. General Information on the Company and the Group—I. Formation and Incorporation”. EDAG Engineering Schweiz Sub-Holding AG was incorporated by the Selling Shareholder as founder by way of a contribution in kind as a stock corporation (Aktiengesellschaft) domiciled in Switzerland under Swiss law on September 14, 2015 and registered with the Commercial Register on September 15, 2015. The assets contributed by the Selling Shareholder consisted of all the shares of EDAG Engineering Holding GmbH, Germany, with a nominal value of €1,000 thousand.

10. Sale and Lease Back Agreements On December 12, 2014, EDAG Engineering GmbH, FOM and FOM Beteiligung entered into the SHA regarding the sale and lease back of the Properties (see ”L. Business—XII. Material Contracts—3. Agreements relating to Real Estate—b. Sale-and-lease-back of five properties in Fulda, Cologne, Ingolstadt and Recklinghausen”). To implement the measures agreed upon in the SHA, EDAG Engineering GmbH and FOM KG on December 12, 2014 entered into the FOM PTA and into lease agreements regarding the Properties. On May 28, 2015 FOM exercised its right to withdraw from the FOM PTA which was then rescinded with retroactive effect. As a result, the beneficial ownership and control of the Properties reverted to EDAG Engineering GmbH and the lease agreements automatically terminated with retroactive effect. On September 9, 2015 EDAG Engineering GmbH concluded five individual transfer and purchase agreements as well as five individual lease agreements regarding the Properties with various companies whose sole shareholder is KINFRED GmbH. HORUS, a company controlled by the

284 Helmig family holds a 49.9% share in KINFRED GmbH (see ”L. Business—XII. Material Contracts— 3. Agreements relating to Real Estate—b. Sale-and-lease-back of five properties in Fulda, Cologne, Ingolstadt and Recklinghausen”). Apart from the relationships stated above, the Company did not have any other significant business relationships with related parties. No material changes with regard to the related party transactions shown under this section has occurred since September 30, 2015.

285 R. UNDERWRITING

I. GENERAL On or about November 20, 2015, the Company, the Selling Shareholder and the Underwriters are expected to enter into an underwriting agreement relating to the offer and sale of the Offer Shares in connection with the Offering (the “Underwriting Agreement”). Under the terms of the Underwriting Agreement and subject to certain conditions, each Underwriter will be obliged to acquire such number of Offer Shares as will be specified in the Underwriting Agreement, but in any event only up to the maximum number of Offer Shares set forth below opposite such Underwriter’s name:

Maximum Number Percentage of of Offer Shares to be Maximum Number Underwriters Underwritten(1) Offer Shares Underwritten (in %) Morgan Stanley & Co. International plc . . . 4,226,250 42.0 Deutsche Bank Aktiengesellschaft ...... 3,823,750 38.0 COMMERZBANK Aktiengesellschaft ...... 1,006,250 10.0 M.M. Warburg & CO (AG & Co.) KGaA .... 1,006,250 10.0 Total ...... 10,062,500 100.0

(1) Assuming full exercise of the Greenshoe Option. In connection with the Offering, each of the Underwriters and any of their respective affiliates, acting as an investor for its own account, may take up Offer Shares in the Offering and in that capacity may retain, purchase or sell for its own account such securities and any Offer Shares or related investments and may offer or sell such Offer Shares or other investments otherwise than in connection with the Offering. Accordingly, references in this prospectus to Offer Shares being offered or placed should be read as including any offering or placement of Offer Shares to any of the Underwriters or any of their respective affiliates acting in such capacity. None of the Underwriters intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps with investors) in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of Offer Shares.

II. UNDERWRITING AGREEMENT In the Underwriting Agreement, the Underwriters will agree to underwrite and purchase the Offer Shares with a view to offering them to investors in this Offering. The Underwriters will agree to remit to the Selling Shareholder the Offer Price of the Base Shares (less agreed commissions and expenses), at the time the Company’s shares are delivered, which is expected to be two bank working days after the allocation of the Offer Shares. For the purpose of the potential Over-Allotment, the Stabilization Manager, for the account of the Underwriters, will be provided with up to 1,312,500 Company’s shares from the holdings of the Selling Shareholder in the form of a securities loan. The total number of Over-Allotment Shares will not exceed 15% of the number of Base Shares. The Selling Shareholder will grant the Underwriters an option to acquire a number of Company’s shares equal to the number of Over-Allotment Shares at the Offer Price less agreed commissions, expenses and fees. The Greenshoe Option will terminate on January 1, 2016. The obligations of the Underwriters are subject to various conditions, including, among other things, (i) the agreement of the Underwriters, the Company and the Selling Shareholder on the Offer Price and the final volume of Base Shares to be purchased by the Underwriters, (ii) the absence of a material event, e.g. a reasonably likely material adverse change in or affecting the condition, business, prospects, management, consolidated financial position, shareholders’

286 equity, or results of operations of our Group, or a suspension or material limitation in trading in securities of the Company or in securities generally on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), the London Stock Exchange or the New York Stock Exchange, (iii) receipt of customary certificates and legal opinions, and (iv) the introduction of the Company’s shares to trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The Underwriters have provided and may in the future provide services to the Company or the Selling Shareholder in the ordinary course of business and may extend credit to, and have regular business dealings with the Company in their capacity as financial institutions. For a more detailed description of the interests of the Underwriters in the Offering, see “C. The Offering—XVI. Interests of Parties Participating in the Offering”.

III. COMMISSIONS The Underwriters will offer the Offer Shares at the Offer Price. The Selling Shareholder will pay the Underwriters an aggregate of 2.5% of the gross proceeds from the Offering (including full exercise of the Greenshoe Option) (the “Base Fee”). The Base Fee will be deducted from the gross proceeds of the Offering before payment to the Selling Shareholder. In addition to the Base Fee, the Selling Shareholder may, in its absolute and full discretion, pay the Underwriters based on its assessment of the Offering’s success an additional discretionary fee (of up to 0.75% of the gross proceeds from the Offering (including full exercise of the Greenshoe Option). The Selling Shareholder intends that any discretionary fee will be decided on within 35 days after the first day of trading. The Company and the Selling Shareholder also agreed to reimburse (according to an internal split) the Underwriters for certain expenses incurred by them in connection with the Offering.

IV. TERMINATION/INDEMNIFICATION The Underwriting Agreement will provide that the Underwriters may, under certain circumstances, terminate the Underwriting Agreement, including after the Offer Shares have been allotted and listed, up to delivery and settlement. Grounds for termination include, in particular, if: Š there has been any adverse change, or any development involving a prospective reasonably likely adverse change in or affecting the condition, business, prospects, management, consolidated financial position, shareholders’ equity or results of operations of the Group or the Company or the Group has incurred any liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business, other than in each case as set forth or contemplated in this Prospectus, the effect of which, in any such case, is in the judgment of the Joint Global Coordinators acting in good faith and after each consultation with the Company, if practicable, so material and adverse as to make it impracticable or inadvisable to market or underwrite the Offer Shares or to proceed with the Offering or the delivery of the Offer Shares on the terms and in the manner contemplated in this Prospectus; Š a suspension in trading on the Frankfurt, London or New York stock exchanges occurs (other than for technical reasons only); Š a general moratorium is imposed on commercial banking activities in Frankfurt am Main, London or New York by the relevant authorities; Š a change or development involving a prospective change in German or Swiss taxation affecting the Company, the Company’s shares or the transfer thereof or the imposition of exchange controls by Germany, Switzerland, the United Kingdom or the United States; Š a material disruption takes place in securities settlement or clearance services in Europe or the United States; or Š an outbreak or escalation of hostilities or any calamity or crisis has a material adverse impact on the financial markets in Germany, the United Kingdom or the United States.

287 If the Underwriting Agreement is terminated, the Offering will not take place, in which case any allotments already made to investors will be invalidated and investors will have no claim for delivery. Claims with respect to subscription fees already paid and costs incurred by an investor in connection with the subscription will be governed solely by the legal relationship between the investor and the financial intermediary to which the investor submitted its purchase order. Investors who engage in short-selling bear the risk of being unable to satisfy their delivery obligations. The Company and the Selling Shareholder will agree in the Underwriting Agreement to indemnify the Underwriters against certain liabilities that may arise in connection with the Offering, including liabilities under applicable securities laws.

V. SELLING RESTRICTIONS The distribution of this prospectus and the sale of the Offer Shares may be restricted by law in certain jurisdictions. Pursuant to the Underwriting Agreement, no action has been or will be taken by the Company, the Selling Shareholder or the Underwriters to permit a public offering of the Offers Shares anywhere other than Germany and Luxembourg or the possession or distribution of this document in any other jurisdiction in which action for that purpose may be required by applicable law or regulation. The Offer Shares are not and will not be registered pursuant to the provisions of the Securities Act or with the securities regulators of the individual states of the United States. The Offer Shares may not be offered, sold, or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from the registration and reporting requirements of the U.S. securities laws and in compliance with all other applicable U.S. legal regulations. In the Underwriting Agreement, the Underwriters will represent and warrant that they have not offered or sold and will refrain from offering or selling the Offer Shares in or into the United States except to persons they reasonably believe to be qualified institutional buyers within the meaning of Rule 144A, and outside the United States except in accordance with Rule 903 of Regulation S and in compliance with other U.S. legal regulations, and that neither they nor any third party acting on their behalf, have undertaken or will undertake, (i) “direct selling efforts” as defined in Regulation S or (ii) “general advertising” or “general solicitation”, each as defined in Regulation D under the Securities Act in relation to the Offer Shares. The Company does not intend to register either the Offering or any portion of the Offering in the United States or to conduct a public offering of shares in the United States. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this prospectus comes are required to inform themselves about and observe any such restrictions, including those set out in the preceding paragraphs. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Sales in the United Kingdom are also subject to restrictions. Each of the Underwriters will represent and warrant to the Company and the Selling Shareholders that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) received by it in connection with the issue or sale of any Offer Shares in circumstances in which Section 21 para. 1 of the FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offer Shares in, from, or otherwise involving the United Kingdom.

288 The Underwriters will further represent and warrant in the Underwriting Agreement that they have not and will not publicly offer the Offer Shares in any of the Member States of the European Economic Area that have implemented Directive 2003/71/EC as amended (the “Prospectus Directive”) from the date of the implementation of the Prospectus Directive, unless (i) a prospectus for the Offer Shares has been previously published that has been approved by the competent authority in such member state or has been approved in another member state of the European Economic Area that has implemented the Prospectus Directive, and the competent authority in the member state in which the offer takes place has been informed thereof in compliance with the Prospectus Directive; (ii) the offer is exclusively intended for so-called qualified investors within the meaning of the Prospectus Directive; or (iii) the offering takes place under other circumstances in which the publication of a prospectus by the Issuer is not required under Article 3 of the Prospectus Directive, to the extent that this exemption has been implemented in the respective member state. The Offer Shares may not be publicly offered in Switzerland. This prospectus does not constitute an issue prospectus (Emissionsprospekt) in the sense of art. 652a of the Swiss Code of Obligations or a listing prospectus (Kotierungsprospekt) in the sense of art. 27 et seqq. of the Listing Rules of SIX Swiss Exchange Ltd or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the shares of the Company or the Offering may be publicly distributed or otherwise made publicly available in Switzerland.

289 S. TAXATION IN GERMANY

The following sections describe a number of key German taxation principles that may be relevant to purchasing, holding or transferring the Offer Shares. The information provided does not constitute a comprehensive or exhaustive explanation of all possible aspects of taxation in this area. This summary is based on applicable German tax law as of the date hereof, including the double taxation treaty that is currently in force between Switzerland and Germany. It should be noted that the legal situation may change, including, in certain cases, with retroactive effect. Persons interested in purchasing Offer Shares should seek advice from their own tax counsel regarding the tax implications of purchasing, holding, disposing, donating and bequeathing Offer Shares, and the regulations on reclaiming withholding tax on dividends. Due consideration to a shareholder’s specific tax-related circumstances can only be given within the scope of an individual tax consultation which is outside the scope of the following sections. Dividend payments made to shareholders by a non-resident company, such as the Company, as well as liquidation proceeds and capital gains derived therefrom are not subject to a withholding tax in Germany. The Company does not assume any responsibility for the withholding of taxes at the source, in the event that such dividend payments as well as liquidation proceeds and capital gains will be subject to a withholding tax in Germany, provided that applicable law does not oblige the Company to withhold such taxes.

I. TAXATION OF SHAREHOLDERS 1. Bases of Taxation Shareholders of the Company, which are resident in Germany, are subject to taxation in connection with the holding of shares (see “S. Taxation in Germany—I. Taxation of Shareholders—2. Taxation of Dividends”), the disposal of shares (see “S. Taxation in Germany—I. Taxation of Shareholders—4. Taxation of Capital Gains”) and the gratuitous transfer of shares (see “S. Taxation in Germany—II. Inheritance or Gift Tax”).

2. Taxation of Dividends a. Shareholders Taxed as Residents in Germany Shares Held as Private Assets (Privatvermögen) The tax liability applicable to dividend payments to individual shareholders who are German tax residents and who hold shares as part of their private assets is generally satisfied by withholding aflattax(Abgeltungsteuer) of 25%. A solidarity surcharge of 5.5% is also levied on the flat tax amount, resulting in a total withholding of 26.375% (plus church tax, if any). If the shares are held in custody or administered by a domestic credit or financial services institution (inländisches Kredit- oder Finanzdienstleistungsinstitut), domestic securities trading company (inländisches Wertpapierhandelsunternehmen) or a domestic securities trading bank (inländische Wertpapierhandelsbank), including domestic branches of foreign credit institutions or financial service institutions, which pays out or credits the dividends (a ‘‘Disbursing Agent’’), the tax on the dividends will in general be withheld for the account of the shareholder by the Disbursing Agent. The assessment basis for the withholding tax is the dividend approved by the shareholders’ meeting. Income-related expenses incurred in connection with private investment income are not tax deductible. The only deduction that may be made is an annual lump sum deduction amount of €801 (€1,602 for married couples and registered partners filing jointly) on all private capital income. Shareholders may apply for the whole amount of their capital income, including dividends, to be taxed at the income tax rate based on their personal circumstances instead of the flat-rate withholding tax if this results in a lower tax liability. In such cases, it is also impossible to deduct any income-related expenses other than the lump sum deduction amount. Furthermore, dividend income can only be offset by losses from capital income, except for losses

290 generated by the disposal of shares. Shareholders may be liable for church tax, which is generally deducted by way of withholding by the Dividend Paying Agent for dividends unless the shareholder has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax Office. Where church tax is not levied by way of withholding, it is determined by means of an income tax assessment. Individual shareholders who privately hold, directly or indirectly, an interest of at least 25% in the Company, and shareholders who privately hold, directly or indirectly, at least 1% in the Company and work for the Company, may request an exemption from the flat-rate withholding tax. In this case, 60% of the dividends paid to the shareholder are subject to income tax according to the applicable rate plus solidarity surcharge thereon plus church tax on the entire amount of dividends, if any. Expenses incurred in connection with dividend income are generally 60% tax-deductible. The levied German withholding tax is offset against the income tax and any excess withholding is refunded. The Swiss withholding tax levied by the Company can be credited against the German income tax to the extent to which the Swiss withholding tax is withheld in accordance with the double taxation treaty between Switzerland and Germany (generally up to a rate of 15%). As a result, the German flat tax is reduced to 10% (plus solidarity surcharge thereon plus church tax on the entire amount of dividends, if any). If the German flat tax is withheld by a Disbursing Agent, its obligation to withhold the tax for the account of the shareholder is reduced accordingly. If the shares are not held in custody or administered by a domestic Disbursing Agent, the shareholder can claim a refund for the Swiss withholding tax withheld up to a rate of 15% in the tax assessment procedure.

Shares Held as Business Assets (Betriebsvermögen) of a Corporation In principle, dividends paid to corporations which are resident in Germany are generally subject to German corporate income tax (and solidarity surcharge thereon) at a rate of 15.825%. However, dividends received principally are effectively 95% exempt from German corporate income tax (including solidarity surcharge thereon), if the corporation holds a direct participation of at least 10% in the share capital of such corporation at the beginning of the calendar year. The acquisition of a participation of at least 10% in the course of a calendar year is deemed to have occurred at the beginning of such calendar year for the purpose of this rule. The 95% tax exemption does not apply to certain corporations qualifying as a financial enterprise in the meaning of the KWG and provided certain other conditions are met (see “S. Taxation in Germany—I. Taxation of Shareholders—2. Taxation of Dividends—b. Shares Held as Assets of Certain Companies, in particular in the Financial and Insurance Sector”).Participations in the share capital of the Company which a corporate shareholder holds through a partnership, including co-entrepreneurships, are attributable to such corporate shareholder only on a pro rata basis in accordance with the ratio of the interest of the corporate shareholder in the assets of the relevant partnership. However, 5% of the tax-exempt dividends are treated as non-deductible operating expenses and are subject to tax. Business expenses actually incurred in connection with dividend income from a tax perspective are tax-deductible under general rules. For German trade tax purposes, dividends are only 95% exempt as described above if the entity that is receiving the dividends held a stake of at least 15% in the share capital of the Company at the beginning of the assessment period, always provided that the Company generates exclusively or almost exclusively active income as defined in the German Trade Tax Act. If the dividends received are tax-exempt, the Swiss withholding tax withheld cannot be credited. However, under the double taxation treaty concluded between Switzerland and Germany the Swiss withholding tax is reduced to zero, provided that other conditions are also met, including the minimum direct holding requirement of 10% for a continuous period of at least twelve months.

291 If the shareholders’ interest in the Company’s share capital is less than 10%, the dividends will be fully subject to German corporate income tax. Even if the shares are held in a custodial account with a Disbursing Agent, there is generally no German withholding tax on dividends paid by the Company to a corporate shareholder. German withholding tax nevertheless withheld is offset against the German corporate income tax due and any excess withholding is refunded. The same applies to the solidarity surcharge, which is levied in addition to the German corporate income tax. The Swiss withholding tax is credited against the corporate income tax due on the dividend income up to a rate of 15%.

Shares Held as Business Assets of a Sole Proprietor 60% of the dividends paid to individuals who are German tax residents and who hold shares as part of their business assets is subject to German income tax according to the applicable rate. A solidarity surcharge of 5.5% on this amount also applies. Church tax, if any, is levied on the entire amount of dividends. The levied German withholding tax is offset against the personal income tax due, and any excess amount is refunded. The same applies to the solidarity surcharge. Business expenses incurred in connection with dividend income from a tax perspective are generally only 60% tax-deductible. The dividends are also subject to trade tax which is fully or partly credited towards the individual’s income tax by a lump-sum method. The dividends are exempt from German trade tax, provided that the shareholder held at least 15% of the Company’s share capital at the beginning of the relevant assessment period and the Company generates exclusively or almost exclusively active income as defined in the German Trade Tax Act. The Swiss withholding tax withheld is credited against the German income tax due on the dividend income up to a rate of 15%. If the shares are held in a custodial account with a Disbursing Agent, the Disbursing Agent is not obliged to withhold German tax on dividends paid by the Company provided that the individual certifies to the Disbursing Agent on an officially prescribed form that the dividends constitute business income of a German business.

Shares Held as Business Assets of a Co-entrepreneurship German income tax or German corporate income tax (including solidarity surcharge thereon) is not levied at the level of the co-entrepreneurship but rather at the level of the respective partner. The level of taxation for each partner depends on whether the partner is a corporation or an individual. If the partner is a corporation, the dividends contained in its profit share are taxed in accordance with the principles applicable to corporations (see “S. Taxation in Germany—I. Taxation of Shareholders—2. Taxation of Dividends—a. Shareholders Taxed as Residents in Germany—Shares Held as Business Assets (Betriebsvermögen) of a Corporation”). If the partner is an individual and the shares are held as business assets of the partnership, dividends contained in their profit share are taxed in accordance with the principles applicable to sole proprietors (see “S. Taxation in Germany—I. Taxation of Shareholders—2. Taxation of Dividends—a. Shareholders Taxed as Residents in Germany—Shares Held as Business Assets of a Sole Proprietor”). Subject to certain conditions, an individual partner may request that its personal income tax be lowered for earnings not withdrawn from the partnership. If the partnership is liable for German trade tax, trade tax is levied at the level of the partnership. If an individual holds an interest in the partnership, the proportionate German trade tax may be (partially) credited. b. Shares Held as Assets of Certain Companies, in particular in the Financial and Insurance Sector The tax exemption applicable to dividends (for shareholdings of 10% and above) does not apply to dividends paid to certain companies, in particular in the financial and insurance sector. Dividends from shares that are part of the trading books of banks and financial services institutions in the meaning of the German Banking Act (Kreditwesengesetz, “KWG”), as well as

292 dividends from shares that are acquired by certain financial enterprises in the meaning of the KWG with the aim of generating a short-term proprietary trading profit, are fully subject to corporate income tax (plus solidarity surcharge). If the stake held at the beginning of the relevant assessment period is 15% or higher, subject to certain conditions, the dividends can be exempt from German trade tax, provided that the Company (and its subsidiaries) generates exclusively or almost exclusively active income as defined in the German Trade Tax Act. Dividends from shares that are classified as investments in the case of life insurers, health insurers and pension funds are fully subject to German corporate income tax and German trade tax. c. Shareholders Not Taxed as Residents in Germany Dividends paid to shareholders who are not German tax residents (individuals and corporations) are generally not subject to German taxation. However, if the shares are held as part of business assets in Germany (that is, via a permanent establishment or as part of business assets for which a permanent representative in Germany has been appointed), the provisions outlined above with respect to the taxation of shareholders that are German tax residents principally apply accordingly with the exception that the double taxation treaty between Switzerland and Germany does not apply. The withholding tax and solidarity surcharge that is withheld by a domestic Disbursing Agent and remitted to the German tax authorities will be credited towards the shareholder’s German income tax or German corporate income tax liability or refunded in the amount of any excess paid.

3. Repayments from the Company’s tax contribution account If monies from the Company’s capital contribution reserves are to be used for the distribution, the dividend received by shareholders that are subject to income tax in Germany is taxable in accordance with the principles set out above. The German tax rules pursuant to which the treatment of a repayment of contributions is tax neutral because the repayment merely lowers the acquisition cost or tax book values of the shares of the investor only applies to repayments from tax contribution accounts of corporations located in EU member states subject to certain formal requirements, but not from Switzerland. However, this restriction is highly disputed and might be incompatible with the free movement of capital. Nevertheless, if the tax-neutrality is applicable to distributions from capital contribution accounts recognized under Swiss law (subject to the fulfilment of certain formalities), such dividends would lower the acquisition costs of the shares which would result in a greater amount of taxable capital gain upon the shareholder’s sale of the shares. If and to the extent that dividends from the recognized tax contribution account exceed the acquisition costs or the tax book value of the shares, a gain would be recognized by the shareholder, which would be subject to tax in accordance with the provisions outlined below.

4. Taxation of Capital Gains a. Shareholders Tax Resident in Germany Shares Held as Private Assets Capital gains are classified as income from capital investments and are subject to German income tax (plus solidarity surcharge and church tax, if any) irrespective of how long the shares have been held. If the shares are held in custody or administered by a domestic credit institution, domestic financial services institution, domestic securities trading company or a domestic securities trading bank, including domestic branches of foreign credit institutions or financial service institutions, or if such an office executes the disposal of the shares and pays out or credits the capital gains, the tax on the capital gains will in general be withheld for the account of the seller by the Disbursing Agent imposing the withholding tax on investment income at the rate of 25% (plus 5.5% solidarity surcharge thereon, resulting in a total withholding of 26.375%, and

293 church tax, if any) in the case of shares held as private assets. The taxable capital gain is calculated by deducting the acquisition costs of the shares and the expenses directly related to the disposal from the proceeds of the disposal. A shareholder’s income tax and solidarity surcharge liability is generally satisfied through the withholding of the withholding tax. Shareholders may, however, request that a tax assessment is carried out on their income from capital investments if this results in a lower tax liability. Income from capital investments may be reduced only by an annual lump sum deduction amount of €801 (€1,602 for married couples and registered partners filing jointly); it is not admissible to further deduct income-related expenses actually incurred except for expenses incurred directly in connection with the disposal. Capital gains generated by the disposal of shares can be offset against any type of losses from capital investment income while capital losses incurred on the disposal of shares can only be offset against capital gains from the disposal of shares. Shareholders may be liable for church tax, which is generally deducted by way of withholding by the Disbursing Agent for capital gains unless the shareholder has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax Office. Where church tax is not levied by way of withholding, it is determined by means of an income tax assessment. Church tax, if any, is levied on the entire amount of the gains from the disposal of shares. If the shareholder making the disposal – or, in the event of a sale of shares acquired without consideration, its legal predecessor – held a direct or indirect stake of at least 1% in the Company’s share capital at any time in the five years preceding the disposal, any capital gains realized are deemed to be trading income such that the withholding tax levied on the capital gains does not satisfy the tax liability. The capital gains are 60% taxable at the individual tax rate of the shareholder. The withholding tax and solidarity surcharge withheld are credited towards the shareholders’ tax liability or refunded in the amount of any excess paid on their tax assessment.

Shares Held as Business Assets of a Corporation Gains from the disposal of shares held by incorporated entities that are German tax residents are generally not subject to withholding tax and are in principle exempt from corporate income tax and trade tax. However, 5% of the capital gains are deemed non-deductible business expenses and are thus subject to corporate income tax (plus solidarity surcharge) and - if the shares are held as part of the commercial business assets in Germany - to trade tax. Consequently, capital gains are generally 95% exempt from tax. As a rule, losses on disposals and other profit reductions in connection with the shares sold may not be deducted for tax purposes as business expenses. However, latest legislative proposals suggest a shareholding of at least 10% to participate from the aforementioned tax exemption for corporate income tax and trade tax purposes.

Shares Held as Business Assets of a Sole Proprietor Gains from the disposal of shares held by individuals as business assets are not subject to withholding tax if the disposal proceeds are part of the business income of a German business and the shareholder declares this fact to the Disbursing Agent on the designated official form. If the withholding tax and solidarity surcharge have been withheld, this does not satisfy the tax liability with respect to gains from the disposal of shares held as part of the business assets. Amounts withheld are instead credited towards the seller’s income tax (plus solidarity surcharge) liability or refunded in the amount of any excess paid. 60% of the gains from the disposal of the shares is subject to German income tax (plus solidarity surcharge) at the individual tax rate of the shareholder. If the shares are held as part of commercial business assets in Germany, capital gains are also subject to trade tax. The trade tax is (partially) credited to the shareholder’s personal income tax by means of a lump-sum method. Generally, only 60% of the losses on disposals and business expenses commercially linked to the shares sold may be deducted. Church tax, if any, is levied on the entire amount of the gains from the disposal of shares.

294 Shares Held as Business Assets of a Co-entrepreneurship German income tax or German corporate income tax is not levied at the level of the co-entrepreneurship but at the level of the respective partner. If shares are held as business assets of the partnership, taxation is determined as if the partner held a direct interest in the Company. Accordingly, the taxation of the respective partner depends on its tax status, i.e., whether the partner is a corporation (see “S. Taxation in Germany—I. Taxation of Shareholders—4. Taxation of Capital Gains—a. Shareholders Tax Resident in Germany—Shares Held as Business assets of a Corporation”) or an individual (see “S. Taxation in Germany— I. Taxation of Shareholders—4. Taxation of Capital Gains—a. Shareholders Tax Resident in Germany—Shares Held as Business assets of a Sole Proprietor”). Upon request and subject to further conditions, a partner that is an individual may, subject to certain conditions, have its personal income tax lowered for earnings not withdrawn from the partnership. For a partnership, capital gains are subject to German trade tax if the shares are part of the business assets of a German business operation of the partnership. 5% of these gains are subject to German trade tax insofar as they relate to the profit share of a partner that is a corporation and 60% insofar as they relate to the profit share of a partner that is an individual. In the latter case, the German trade tax is (partially) credited to the partner’s personal income tax by means of a lump-sum method. b. Shares Held as Assets of Certain Companies, in particular in the Financial and Insurance Sector Capital gains realized by certain companies, in particular in the financial and insurance sector are, as an exception to the aforementioned rules, fully taxable. This applies to gains from the disposal of shares in the trading books of banks and financial services companies in the meaning of the KWG, to gains from the disposal of shares that were acquired by financial enterprises in the meaning of the KWG with the aim of generating a short-term proprietary trading profit as well as to gains from the disposal of shares held as investments by life insurers, health insurers and pension funds. c. Shareholders Not Taxed as Residents in Germany Capital gains from the disposal of shares in the Company, which are generated by sellers who are not German tax residents, are generally not subject to German taxation. However, if the shares form part of a German permanent establishment or a business for which a permanent representative in Germany has been appointed, the capital gains are in principle taxed in Germany according to the same provisions that apply to the taxation of German tax resident shareholders as described above.

II. INHERITANCE OR GIFT TAX The transfer of shares to another person upon death or as a gift is generally subject to German inheritance or gift tax in the following circumstances: Š the place of residence (Wohnsitz), customary place of abode (gewöhnlicher Aufenthalt), place of effective management (Geschäftsleitung) or registered office (Sitz) of the deceased (Erblasser), the donor, the heir, the donee or another acquirer is, at the time of the transfer, in Germany, or such person, as a German national, has not spent more than five consecutive years outside Germany without having a place of residence in Germany; or Š the deceased’s or donor’s shares were part of business assets for which there was a place of business in Germany or for which a permanent representative was appointed. Special arrangements apply to certain German nationals and former German nationals living outside Germany.

295 III. OTHER TAXES No German capital transfer tax, value added tax, stamp duty or similar taxes are levied on the purchase or disposal of shares or other forms of share transfer. Wealth tax is currently not levied in Germany. A German entrepreneur can opt to pay value-added tax on the sale of shares, despite being generally exempt from value-added tax, if the shares are sold to another entrepreneur for the entrepreneur’s business.

The proposed financial transaction tax (‘‘FTT’’) The European Commission has published a proposal for a directive for a common FTT in certain participating Member States. The proposed FTT has very broad scope and could apply to certain dealings in financial instruments (including secondary market transactions). The FTT could apply to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in financial instruments where at least one party is a financial institution, and either (i) at least one party is established or deemed to be established in a participating Member State or (ii) the financial instruments are issued in a participating Member State. The proposed directive remains subject to negotiation between the participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear.

296 T. TAXATION IN LUXEMBOURG

The following information is of a general nature only and is based on the laws in force in Luxembourg as of the date of this prospectus. It does not purport to be a comprehensive description of all the tax considerations that might be relevant to an investment decision. It is included herein solely for preliminary information purposes. It is not intended to be, nor should it be construed to be, legal or tax advice. It is a description of the essential material Luxembourg tax consequences with respect to the Offering and may not include tax considerations that arise from rules of general application or that are generally assumed to be known to shareholders. This summary is based on the laws in force in Luxembourg on the date of this prospectus and is subject to any change in law that may take effect after such date. Prospective shareholders should consult their professional advisors with respect to particular circumstances, the effects of state, local or foreign laws to which they may be subject, and as to their tax position. Please be aware that the residence concept used under the respective headings applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty, levy impost or other charge or withholding of a similar nature refers to Luxembourg tax law and/or concepts only. Also, please note that a reference to Luxembourg income tax encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity surcharge (contribution au fonds pour l’emploi), as well as personal income tax (impôt sur le revenue) generally. Corporate shareholders may further be subject to net wealth tax (impôt sur la fortune) as well as other duties, levies or taxes. Corporate income tax, municipal business tax as well as the solidarity surcharge invariably apply to most corporate taxpayers resident in Luxembourg for tax purposes. Individual taxpayers are generally subject to personal income tax and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well.

I. WITHHOLDING TAXES Dividend payments made to shareholders by a non-resident company, such as the Company, as well as liquidation proceeds and capital gains derived therefrom are not subject to a withholding tax in Luxembourg. The Company does not assume any responsibility for the withholding of taxes at the source, in the event that such dividend payments as well as liquidation proceeds and capital gains will be subject to a withholding tax in Luxembourg, provided that applicable law does not oblige the Company to withhold such taxes.

II. INCOME TAX 1. Taxation of Income Derived From Shares, and Capital Gains Realized On Shares by Luxembourg Residents a. Luxembourg Resident Individuals Dividends and other payments derived from the shares by resident individual shareholders, who act in the course of the management of either their private wealth or their professional/business activity, are subject to income tax at the progressive ordinary rate with a current top effective marginal rate of 40% (44.1% including the maximum 9% solidarity surcharge and the 0.5% temporary equalization tax) depending on the annual level of income of individuals. A tax credit may be granted for foreign withholding taxes, provided that it does not exceed the corresponding Luxembourg tax. Under current Luxembourg tax law, 50% of the gross amount of dividends received by resident individuals from a company resident in an EU Member State and covered by Article 2 of the Council Directive 2011/96/EU of November 30, 2011, as amended (the “EU Parent-Subsidiary Directive”), such as the Company, are exempt from income tax. Capital gains realized on the disposal of the shares by resident individual shareholders, who act in the course of the management of their private wealth, are not subject to income tax, unless said capital gains qualify either as speculative gains or as gains on a substantial participation.

297 Capital gains are deemed to be speculative and are subject to income tax at ordinary rates if the shares are disposed of within six months after their acquisition or if their disposal precedes their acquisition. A participation is deemed to be substantial where a resident individual shareholder holds, either alone or together with his spouse or partner and/or minor children, directly or indirectly at any time within the five years preceding the disposal, more than 10% of the share capital of the Company. A shareholder is also deemed to transfer a substantial participation if he acquired free of charge, within the five years preceding the transfer, a participation that was constituting a substantial participation in the hands of the transferor (or the transferors in case of successive transfers free of charge within the same five-year period). Capital gains realized on a substantial participation more than six months after the acquisition thereof are subject to income tax according to the half-global rate method (that is, the average rate applicable to the total income is calculated according to progressive income tax rates and half of the average rate is applied to the capital gains realized on a substantial participation). A disposal may include a sale, an exchange, a contribution or any other kind of alienation of the shares.

Capital gains realized on the disposal of the shares by resident individual shareholders, who act in the course of their professional/business activity, are subject to income tax at ordinary rates. Taxable gains are determined as being the difference between the price for which the shares have been disposed of and the lower of their cost or book value. b. Luxembourg Fully Taxable Resident Undertakings with a Collective Character and Luxembourg Permanent Establishments of Foreign Undertakings with a Collective Character or of Non-resident Individuals Dividends and other payments made by the Company to (i) a Luxembourg resident fully-taxable undertaking with a collective character or (ii) to a Luxembourg permanent establishment of a foreign undertaking with a collective character or of non-resident individuals are subject to income tax at their respective ordinary rates.

Under current Luxembourg tax laws, 50% of the gross amount of dividends received from a company resident in an EU Member State and covered by Article 2 of the EU Parent-Subsidiary Directive, such as the Company, is exempt from income tax. A tax credit may further be granted for foreign withholding taxes, provided it does not exceed the corresponding Luxembourg corporate income tax on the dividends and other payments derived from the shares.

However, under the participation exemption regime, dividends derived from shares of an entity covered by Article 2 of the amended EU Parent-Subsidiary Directive, such as the Company, may be exempt from income tax at the level when the shareholder if, at the time of the dividend is made available to the shareholders, cumulatively, (i) the shareholder is (a) a fully taxable Luxembourg resident undertaking with a collective character, (b) a Luxembourg permanent establishment of a company covered by Article 2 of the amended EU Parent-Subsidiary Directive, (c) a Luxembourg permanent establishment of a foreign undertaking with a collective character in a country having a tax treaty with Luxembourg, or (d) a Luxembourg permanent establishment of a company limited by share capital or a cooperative company resident in the EEA other than an EU Member State, (ii) the shareholder has held or commits itself to hold the shares of the distributing entity (i.e., the Company) for an uninterrupted period of at least twelve months, (iii) during this uninterrupted period of twelve months, the shares represent a participation of at least 10% in the share capital of the Company or a participation of an acquisition price of at least €1.2 million, and (iv) the dividend is put at its disposal within such period. Liquidation proceeds may be exempt under the same conditions. Shares held through a tax transparent entity are considered as being a direct participation proportionally to the percentage held in the assets of the transparent entity. Capital gains realized by (a) a Luxembourg fully-taxable resident undertaking with a collective character or (b) the Luxembourg permanent establishment of a non-resident foreign undertaking with a collective character on the shares of the Company are subject to income tax at the maximum global rate of 29.22% in Luxembourg-City, unless the conditions of the participation exemption regime, as

298 described above, are satisfied except that the acquisition price must be of at least €6.0 million for capital gain exemption purposes. Shares held through a tax transparent entity are considered as a direct participation holding proportionally to the percentage held in the assets of the transparent entity. Taxable gains are determined to be the difference between the price for which the shares have been disposed of and the lower of their cost or book value. Capital gains realized on the disposal of the shares by a non-resident individual holding the shares through a Luxembourg permanent establishment are subject to income tax at ordinary rates. Taxable gains are determined as being the difference between the price for which the shares have been disposed of and the lower of their cost or book value.

III. NET WEALTH TAX Shares held by a Luxembourg fully-taxable resident undertaking with a collective character or a Luxembourg permanent establishment or a permanent representative of a foreign entity of the same type, to whom or to which shares are attributable, are subject to Luxembourg net wealth tax (impôt sur la fortune)(“NWT”) at the rate of 0.5% applied on its net assets as determined for NWT purposes. Net wealth is referred to as the unitary value (valeur unitaire), as determined at January 1 of each year. The unitary value is basically calculated as the difference between (a) assets estimated at their fair market value (valeur estimée de réalization or gemeiner Wert), and (b) liabilities vis-à-vis third parties, unless one of the exceptions mentioned below is satisfied. Unless benefiting from a special tax regime, NWT will be levied on the shares in the hands of a Luxembourg fully taxable resident company or of a Luxembourg permanent establishment of a foreign company. Further, in the case of a company covered by Article 2 of the EU Parent-Subsidiary Directive, such as the Company, the shares may be exempt for a given year, if the shares represent at the end of the previous year a participation of at least 10% in the share capital of the Company or a participation of an acquisition price of at least €1.2 million. The NWT charge for a given year can be reduced if a specific reserve, equal to five times the NWT to save, is created before the end of the subsequent tax year and maintained during the five following tax years. The maximum NWT to be saved is limited to the corporate income tax amount due for the same tax year, including the employment fund surcharge, but before imputation of available tax credits.

IV. OTHER TAXES Under Luxembourg tax law, where an individual shareholder is a resident of Luxembourg for inheritance tax purposes at the time of his/her death, the shares are included in its taxable basis for inheritance tax purposes. Gift tax may be due on a gift or donation of the shares if the gift is recorded in a Luxembourg notarial deed or otherwise registered in Luxembourg.

299 U. TAXATION IN SWITZERLAND

The following is a general summary of certain tax consequences of the acquisition, ownership and disposition of Offer Shares based on Swiss tax laws and regulations in force on the date of this Prospectus. Tax consequences are subject to changes in applicable law, including changes that could have a retroactive effect. This is not a complete analysis of the potential tax effects relevant to a decision to invest in the Offer Shares nor does the following summary take into account or discuss the tax laws of any jurisdiction other than Switzerland. Neither does it take into account investors’ individual circumstances. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to any particular holder of Offer Shares. Investors are urged to consult their own tax advisors as to tax consequences of the acquisition, ownership and disposition of Offer Shares. Tax consequences may differ according to the provisions of different tax treaties and the investor’s particular circumstances.

I. SWISS WITHHOLDING TAX ON DIVIDENDS Under present Swiss tax law, dividends paid and similar cash or in-kind distributions made by the Company to a holder of Offer Shares (including liquidation proceeds exceeding the sum of the nominal value of the Offer Shares and qualifying additional paid-in capital, as well as bonus shares), which are not a repayment of the nominal value of the Company’s shares or made out of qualifying reserves from capital contributions (Reserven aus Kapitaleinlagen), are subject to Swiss withholding tax (Verrechnungssteuer,“Swiss Withholding Tax”), currently at a rate of 35% (applicable to the gross amount of taxable distribution). ). Distributions made out of qualifying reserves from capital contributions are not subject to Swiss Withholding Tax. The Swiss Withholding Tax will also apply to gains realized upon a repurchase of Offer Shares by the Company, unless the repurchased Offer Shares are resold within six years after the repurchase. This six-year deadline to resell the repurchased Offer Shares is suspended for as long as the Offer Shares are reserved to cover obligations under convertible bonds, option bonds or employee stock option plans (in the case of employee stock option plans, the maximum suspension is six years). In the event of a taxable share repurchase, Swiss Withholding Tax is imposed on the difference between the repurchase price and the sum of the nominal value of the Offer Shares and qualifying reserves from capital contributions. The Company is obliged and assumes the responsibility to the extent applicable to deduct the Swiss Withholding Tax from the gross amount of any taxable distribution and to pay the tax to the Swiss Federal Tax Administration within 30 days of the due date of the distribution. Swiss resident beneficiaries are in principle eligible for a full refund or credit against income tax of the Swiss Withholding Tax if they duly report the underlying income in their financial statements or income tax return, as the case may be. A beneficiary of a taxable distribution by the Company who is not resident for tax purposes in Switzerland and does not hold Offer Shares as part of a business operation or permanent establishment in Switzerland may be entitled to a total or partial refund of the Swiss Withholding Tax if the country in which such recipient resides for tax purposes maintains a bilateral treaty for the avoidance of double taxation with Switzerland (“Tax Treaty”) and further conditions of such treaty are met. Non-resident holders of Offer Shares should be aware that the procedures for claiming treaty benefits (and the time required for obtaining a refund) may differ from country to country. Non-resident holders of Offer Shares should consult their own legal, financial or tax advisors regarding receipt, ownership, purchases, sale or other dispositions of Offer Shares and the procedures for claiming a refund of the Swiss Withholding Tax. As of January 1, 2015, Switzerland was a party to Tax Treaties with respect to income taxes with more than 110 countries. More treaties have been initiated or signed but are not yet in force.

300 Besides these bilateral treaties, Switzerland has entered into an agreement with the European Union providing for measures equivalent to those laid down in Council Directive 2003/48/EC on taxation of savings income in the form of interest payments. This agreement contains in its Article 15 provisions on taxation of dividends which apply with respect to European Union Member States. Switzerland and the European Union have signed on May 27, 2015, an amendment protocol to the agreement between the European Union and Switzerland dated as of October 26, 2004, which would introduce, if ratified, an extended automatic exchange of information regime in accordance with the Global Standard released by the OECD Council in July 2014 in lieu of the withholding system, starting from 2018, and expand the range of payments covered. Switzerland is in the process of preparing the introduction of the automatic exchange of information (AIA) with other countries, the implementing Swiss legislation of which is expected to enter into force on January 1, 2017 with exchange of information starting 2018. Switzerland concluded agreements with the United Kingdom and Austria on a final withholding tax (Abgeltungssteuer) which entered into force on January 1, 2013. Agreements may be replaced by the automatic exchange of information as outlined above. Persons resident in the United Kingdom or Austria, respectively receiving future investment income (such as among others payment of dividend under the Offer Shares) or realizing capital gains (such as among others on the disposal of Offer Shares) on their Swiss bank accounts can either opt for a voluntary disclosure of their Swiss bank accounts and the assets held with Swiss banks to the competent tax authorities of the United Kingdom or Austria, respectively or opt for a final withholding tax that will be deducted by the Swiss bank on such investment income or capital gains. In the latter case, the Swiss bank will have to remit the final withholding tax to the Swiss Federal Tax Administration which in turn will remit the final withholding tax to the competent tax authorities of the United Kingdom or Austria, respectively.

II. SWISS INCOME TAX ON DIVIDENDS Swiss resident individuals holding the Offer Shares as part of their private assets who receive dividends and similar distributions (including stock dividends and liquidation proceeds), which are not repayments of the nominal value of the Offer Shares or qualifying additional paid-in capital, are required to report such payments in their individual income tax returns and are liable to Swiss federal, cantonal and communal income taxes on any net taxable income for the relevant tax period. Furthermore, the Direct Federal Tax on dividends, shares in profit, liquidation proceeds and pecuniary benefits from Offer Shares (including bonus shares) is reduced to 60% of regular taxation (Teilbesteuerung), if the investment amounts to at least 10% of nominal capital of the participation. At a cantonal and communal level, similar provisions were introduced but the regulations may vary, depending on the canton of residency. Swiss resident individuals, Swiss resident corporate taxpayers as well as non-Swiss resident individual and corporate taxpayers holding the Offer Shares in connection with the conduct of a trade or business through a permanent establishment in Switzerland who receive dividends and similar distributions on the Offer Shares (including stock dividends and liquidation proceeds) are required to recognize such dividend distributions in their income statements for the relevant tax period and are liable to Swiss federal, cantonal and communal individual or corporate income taxes, as the case may be, on any net taxable earnings accumulated (including the payment of dividends) for such period. For Swiss resident individuals or non-Swiss resident individuals holding the Offer Shares in connection with the conduct of a trade or business in Switzerland, the Direct Federal Tax on dividends, shares in profit, liquidation proceeds and pecuniary benefits from Offer Shares (including bonus shares) is reduced to 50% of regular taxation (Teilbesteuerung), if the investment is held in connection with the conduct of a trade or business or qualifies as an opted businessasset(gewillkürtes Geschäftsvermögen) according to Swiss tax law and amounts to at least 10% of the share capital of the issuer. Corporate taxpayers may qualify for participation relief on dividend distributions (Beteiligungsabzug), if the Offer Shares held have a market

301 value of at least CHF 1.0 million or represent at least 10% of the share capital of the issuer or give entitlement to at least 10% of the profit and reserves of the issuer, respectively. Recipients of dividends and similar distributions on the Offer Shares (including stock dividends and liquidation proceeds) who are neither residents of Switzerland nor during the current taxation year have engaged in a trade or business in Switzerland and who are not subject to taxation in Switzerland for any other reason are not subject to Swiss federal, cantonal or communal individual or corporate income taxes in respect of dividend payments and similar distributions because of the mere holding of the Offer Shares. However, Swiss Withholding Tax may apply, see above.

III. SWISS INCOME TAX ON CAPITAL GAINS Swiss resident individuals are, in principle, not liable to tax on capital gains realized upon the sale of Offer Shares to a third party if they held the Offer Shares as part of their private property. However, they may be taxed on any capital gain (income tax) if they are considered to be “professional traders” in securities. In addition, under exceptional circumstances the capital gain may be re-characterized as a taxable dividend, in particular upon redemption of Offer Shares by the Company, except in the circumstances under which the Swiss Withholding Tax is not imposed either. When a capital gain is re-characterized as a dividend, in connection with a repurchase of shares, the relevant income for tax purposes corresponds to the difference between the repurchase price and the sum of the nominal value of the Offer Shares and qualifying reserves from capital contributions. Capital gains realized by resident individuals who hold the Offer Shares as business assets must be included in the net taxable income of such taxpayers. Certain reductions or partial taxations similar to those mentioned above for dividends (Teilbesteuerung) might be available if certain conditions are met (e.g. holding period of at least one year, participation of at least 10%). Whether shareholders are entitled to these reductions, needs to be assessed on an individual basis and shareholders should consult their own legal, financial or tax advisor. Legal entities resident in Switzerland in principle have to include capital gains realized upon the disposal of Offer Shares in their net taxable income for Swiss tax purposes. However corporations and cooperatives may be entitled to participation relief (Beteiligungsabzug), if the Offer Shares sold during the tax period (i) reflect an interest in the capital of the Company of at least 10% or if the Offer Shares sold allow for at least 10% of the profit and reserves and (ii) were held for at least one year. For cantonal and communal income tax purposes the regulations on participation relief may vary, depending on the canton of residency of the corporations and cooperatives. The tax relief applies to the difference between the sale proceeds and the tax costs of the participation (Gestehungskosten). Non-resident individuals and legal entities that hold Offer Shares in connection with the conduct of a trade or business through a permanent establishment in Switzerland are in principle subject to Swiss income tax in respect of capital gains realized upon the disposal of Offer Shares. Corporations and cooperatives may be eligible for participation relief under the conditions stated above. Any other non-resident holders of Offer Shares are not subject to any Swiss taxes in respect of capital gains realized upon the disposal of Offer Shares to a third party (however, the Swiss Withholding Tax may be applicable to sales of shares to the Company or redemption of shares).

IV. CORPORATE TAX REFORM III (UNTERNEHMENSSTEUERREFORM III) On June 5, 2015, the Swiss government has published a draft bill and accompanying report (Botschaft) regarding a corporate tax reform named “Corporate Tax Reform III” (Unternehmenssteuerreform III). The suggested measures aim to ensure that Switzerland continues to offer a sustainable, internationally accepted and competitive corporate tax system. It is currently not expected that the proposed amended law, if adopted, will enter into force before January 1, 2018. Based on the current status of political discussions, the increase of the

302 taxable quota for the reduced taxation of Swiss tax resident individual shareholders (as described above) may be introduced, otherwise no significant changes of the tax legislation applicable to Investors are to be expected.

V. SWISS WEALTH TAX AND CAPITAL TAX Swiss resident individuals and non-Swiss resident individuals holding the Offer Shares in connection with the conduct of a trade or business in Switzerland are required to report their Offer Shares as part of their wealth and will be subject to cantonal and communal wealth tax. Swiss resident corporate taxpayers and non-Swiss resident corporate taxpayers holding the Offer Shares in connection with the conduct of a trade or business through a permanent establishment in Switzerland will be subject to cantonal and communal annual capital tax on the taxable capital, as defined. Individuals and corporations not resident in Switzerland for tax purposes and not holding the Offer Shares in connection with the conduct of a trade or business in Switzerland are not subject to wealth or annual capital tax in Switzerland because of the mere holding of the Offer Shares.

VI. SWISS FEDERAL STAMP DUTIES The purchase or sale of Offer Shares, whether by Swiss resident or non-resident holders, may be subject to a Swiss Federal Securities Transfer Stamp Duty at a current rate of up to 0.15% (i.e., 0.075% per party), calculated on the purchase price or the sale proceeds, respectively, if (i) such transfer occurs through or with a Swiss or Liechtenstein bank or another Swiss securities dealer as defined in the Swiss Federal Stamp Duty Act and (ii) no exemption applies. The following categories of foreign institutional investors that are subject to regulation similar to that imposed by Swiss Federal supervisory authorities are exempt from their portion of the Swiss Federal Securities Transfer Stamp Duty: foreign states and central banks, foreign social security institutions, foreign pension funds, foreign collective investment schemes, certain foreign life insurance companies and certain non-Swiss quoted companies and their non-Swiss consolidated group companies. In addition, Swiss collective investment schemes as defined in the Swiss Collective Investment Scheme Law are also exempt from their portion of the Swiss Federal Securities Transfer Stamp Duty. Swiss Federal Securities Transfer Stamp Duty (Umsatzabgabe) on the sale in the Offering of the Base Shares and the Over-Allotment Shares, if any, will not be compensated by the Selling Shareholder.

303 V. Financial information Unaudited Condensed Consolidated Interim Financial Statements of EDAG Engineering Schweiz Sub-Holding AG Prepared in Accordance with IFRS as of and for the nine-month period ended September 30, 2015: Consolidated Statement of Comprehensive Income ...... F-3 Consolidated Statement of Financial Position ...... F-5 Consolidated Cash Flow Statement ...... F-6 Consolidated Statement of Changes in Equity ...... F-7 Notes ...... F-9 Audited Consolidated Financial Statements of EDAG Engineering GmbH Prepared in Accordance with IFRS as of and for the Fiscal Year Ended December 31, 2014 and Auditor’s Report thereon: Consolidated Statement of Comprehensive Income ...... F-27 Consolidated Statement of Financial Position ...... F-29 Consolidated Cash Flow Statement ...... F-30 Consolidated Statement of Changes in Equity ...... F-31 Notes ...... F-33 Auditor’s Report ...... F-131 Audited Opening Statement of Financial Position of EDAG Engineering Group AG Prepared in Accordance with IFRS as of November 2, 2015 and Auditor’s Report thereon Statement of Financial Position ...... F-133 Statement of Changes in Equity ...... F-134 Notes ...... F-135 Report of the independent auditors ...... F-141 The following English-language (i) audited consolidated financial statements as of and for the fiscal years ended December 31, 2014 and the auditor’s report thereon (F-26 to F-131) and (ii) unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 (F-2 to F-25) are translations of the respective audited/ unaudited German-language financial statements and the auditor’s report thereon.

F-1 Unaudited Condensed Consolidated Interim Financial Statements of EDAG Engineering Schweiz Sub-Holding AG Prepared in Accordance with IFRS as of and for the nine- month period ended September 30, 2015

F-2 CONSOLIDATED INTERIM REPORT 1. Consolidated Statement of Comprehensive Income

01/01/2015 01/01/2014 07/01/2015 07/01/2014 – – – – in € thousand 9/30/2015 9/30/2014 09/30/2015 09/30/2014 Profit or Loss Continuing Operations Sales revenues and changes in inventories ...... 534,035 506,286 178,705 173,683 Sales revenues ...... 534,375 513,954 179,191 172,168 Changes in inventories ...... -340 -7,668 -486 1,515 Other income ...... 15,324 22,187 5,509 3,825 Material expenses ...... -72,877 -78,719 -25,025 -28,920 Gross Profit ...... 476,482 449,754 159,189 148,588 Personnel expenses ...... -332,311 -314,147 -108,955 -101,038 Depreciation, amortisation and impairment ..... -18,087 -18,202 -6,263 -6,028 Other expenses ...... -81,132 -70,517 -31,653 -23,211 Earnings before interest and taxes (EBIT) ...... 44,952 46,888 12,318 18,311

Reconciliation to adjusted earnings before interest and taxes (adjusted EBIT): Earnings before interest and taxes (EBIT) ...... 44,952 46,888 12,318 18,311 Adjustments: Expenses (+) from purchase price allocation . . . 5,499 5,260 2,114 1,777 Income (-) / Expenses (+) from deconsolidations ...... – -11,758 – 228 Income (-) from reversal of provisions ...... -2,177 – -23 – Income (-) / Expenses (+) from initial consolidations ...... – 30 – – Expenses (+) from additional selling costs from M&A transactions ...... 71 499 1 -19 Expenses (+) from restructuring ...... 6,329 3,972 4,919 487 Income (-) from the sale of real estate ...... -250 – -250 – Expenses (+) from the sale of real estate ...... 381 – 311 – Adjusted earnings before interest and taxes (adjusted EBIT) ...... 54,805 44,891 19,390 20,784

Earnings before interest and taxes (EBIT) ...... 44,952 46,888 12,318 18,311 Result from investments accounted for using the equity method ...... 1,052 – 525 – Financial income ...... 1,841 518 557 163 Financing expenses ...... -8,050 -9,142 -2,610 -2,976 Financial result ...... -5,157 -8,624 -1,528 -2,813 Earnings before taxes from continuing operations ...... 39,795 38,264 10,790 15,498 Income Taxes ...... -12,337 -9,295 -3,673 -3,765 Earnings after taxes from continuing operations ...... 27,458 28,969 7,117 11,733 Discontinued operations Earnings after taxes relating to discontinued operations ...... – 1,550 – – Profit or Loss ...... 27,458 30,519 7,117 11,733

F-3 01/01/2015 01/01/2014 07/01/2015 07/01/2014 – – – – in € thousand 9/30/2015 9/30/2014 09/30/2015 09/30/2014 Profit or Loss ...... 27,458 30,519 7,117 11,733 Other Comprehensive Income Reclassifiable profits/losses Currency conversion difference Profits/Losses included in equity from currency conversion difference ...... -566 327 -1,125 -2 Reclassified in profits/losses ...... – – – 1 Total reclassifiable profits/losses ...... -566 327 -1,125 -1 Not reclassifiable profits/losses Revaluation of net obligation from defined benefit plans ...... Revaluation of net obligation from defined benefit plans before taxes .... 2,329 -7,028 121 -2,518 Deferred taxes on defined benefit commitments and similar obligations . . -699 2,083 -36 740 Share of other comprehensive income of at- equity accounted investments, net of tax ...... 27 – 2 – Total not reclassifiable profits/losses ...... 1,657 -4,945 87 -1,778 Total other comprehensive income before taxes ...... 1,790 -6,701 -1,002 -2,519 Total deferred taxes on the other comprehensive income ...... -699 2,083 -36 740 Total other comprehensive income ...... 1,091 -4,618 -1,038 -1,779 Total comprehensive income ...... 28,549 25,901 6,079 9,954 From the profit or loss attributable to: Shareholders of the parent company ...... 27,423 30,573 7,106 11,722 Minority shares (non-controlling interest) . . 36 -54 12 11 Of the total comprehensive income attributable to: Shareholders of the parent company ...... 28,513 25,955 6,067 9,943 Minority shares (non-controlling interest) . . 36 -54 12 11

F-4 2. Consolidated Statement of Financial Position in € thousand 09/30/2015 12/31/2014 Assets Intangible Assets ...... 106,754 109,864 Property, Plant and Equipment ...... 62,073 55,608 Financial assets ...... 196 171 Investments accounted for using the equity method ...... 16,585 15,519 Non-current accounts receivable and other receivables ...... 1,219 1,350 Deferred tax assets ...... 506 681 TOTAL non-current assets ...... 187,333 183,193 Inventories ...... 1,606 6,884 Future receivables from construction contracts ...... 139,332 50,373 Current accounts receivable and other receivables ...... 138,915 197,084 Other financial assets ...... 188 92 Income tax assets ...... 3,494 6,679 Cash and cash-equivalents ...... 26,971 39,502 Assets held for sale / discontinued operations ...... 750 750 TOTAL current assets ...... 311,256 301,364 TOTAL assets ...... 498,589 484,557 Equity, liabilities and provisions Subscribed capital ...... 22,905 20,000 Capital reserves ...... 41,306 40,746 Retained earnings ...... 92,279 67,756 Reserves from profits and losses recognised directly in equity ...... -7,935 -9,592 Currency conversion difference ...... -2,134 -1,568 Equity attributable to shareholders of the parent company ...... 146,421 117,342 Non-controlling interests ...... 91 69 TOTAL equity ...... 146,512 117,411 Provisions for pensions and similar obligations ...... 21,715 22,358 Other non-current provisions ...... 4,315 5,004 Non-current financial liabilities ...... 160,919 162,003 Non-current accounts payable and other liabilities ...... 96 151 Non-current income tax liabilities ...... 1,460 1,460 Deferred tax liabilities ...... 11,877 10,155 TOTAL non-current liabilities and provisions ...... 200,382 201,131 Current provisions ...... 12,173 12,767 Current financial liabilities ...... 28,729 4,858 Future liabilities from construction contracts ...... 36,099 61,618 Current accounts payable and other liabilities ...... 69,368 73,082 Income tax liabilities ...... 5,326 13,690 TOTAL current liabilities and provisions ...... 151,695 166,015 TOTAL equity, liabilities and provisions ...... 498,589 484,557

F-5 3. Consolidated Cash Flow Statement

01/01/2015 01/01/2014 – – in € thousand 09/30/2015 09/30/2014 Earnings after taxes from continuing operations ...... 27,458 28,969 Earnings after tax from discontinued operations ...... – 1,550 + Income tax expenses ...... 12,336 9,960 - Income taxes paid ...... -16,326 -10,783 + Financial result ...... 5,158 8,623 + Interest received ...... 563 518 +/- Depreciation and amortisation/Write-ups on tangible and intangible assets ...... 18,087 18,202 +/- Other non-cash expenses/income ...... 2,054 -18,402 +/- Increase/Decrease in non-current provisions ...... -1,333 8,775 -/+ Profit/Loss on the disposal of fixed assets ...... -106 52 -/+ Increase/Decrease in inventories ...... 5,279 5,518 -/+ Increase/Decrease in future receivables from construction contracts, receivables and other assets that are not attributable to investing or financing activities ...... -38,062 -41,652 +/- Increase/Decrease in current provisions ...... -567 -4,735 +/- Increase/Decrease in accounts payables and other liabilities and provisions that are not attributable to investing or financing activities ...... -30,800 5,557 = Cash inflow/outflow from operating activities/operating cash flow ...... -16,259 12,152 + Deposits from disposals of tangible fixed assets ...... 5,833 793 - Payments for investments in tangible fixed assets...... -16,703 -11,402 + Deposits from disposals of intangible fixed assets ...... 173 83 - Payments for investments in intangible fixed assets ...... -4,252 -5,754 + Deposits from disposals of financial assets ...... 29 22 - Payments for investments in financial assets ...... -45 -35 + Deposits from disposals in shares of fully consolidated companies/divisions ...... – 14,388 - Payments for investments in shares of fully consolidated companies/divisions/business combinations ...... -1,096 -39,995 = Cash inflow/outflow from investing activities/investing cash flow ...... -16,061 -41,900 - Payments to shareholders/partners (prior year dividend, capital repayments, other distributions) ...... -14 -30 - Interest paid ...... -5,535 -1,146 + Borrowing of financial liabilities ...... 22,142 174 - Repayment of financial liabilities ...... -1,021 -28,258 - Repayment of leasing liabilities ...... -21 -244 +/- Repayment/Investment in financial receivables ...... 4,872 12,085 = Cash inflow/outflow from financing activities/financing cash flow ...... 20,423 -17,419 Net Cash changes in financial funds ...... -11,897 -47,167 -/+ Effect of changes in currency exchange rate and other effects from changes of financial funds ...... -634 433 + Financial funds at the start of the period ...... 39,502 69,902 = Financial funds at the end of the period [cash & cash equivalents] ...... 26,971 23,168 = Free Cash Flow (FCF)—Equity Approach ...... -32,320 -29,748

F-6 4. Consolidated Statement of Changes in Equity

Retained earnings Shares in investments Revaluation accounted Total equity Sub- Other from Securities for using attributable scribed Capital Legal retained Currency pension available the equity to majority Total in € thousand capital reserves reserves earnings conversion plans for sale method shareholders NCI equity As per 01/01/2015 ...... 20,000 40,746 2,000 65,756 -1,568 -9,554 1 -39 117,342 69 117,411 Impact legal reorganisation: EDAG Engineering GmbH, Wiesbaden ...... -20,000 -40,746 -2,000 -65,756 1,568 9,554 -1 39 -117,342 -69 -117,411 Impact legal reorganisation: EDAG Engineering GmbH, Munich ...... 1,000 40,746 – 67,756 -1,568 -9,554 1 -39 98,342 69 98,411 Capital increase EDAG Engineering Holding GmbH, Munich ...... – 6 – – – – – – 6 – 6 After 1st legal reorganisation ...... 1,000 40,752 – 67,756 -1,568 -9,554 1 -39 98,348 69 98,417 F-7 Profit or Loss ...... – – – 27,423 – – – – 27,423 36 27,459 Other comprehensive income ...... – – – – -566 1,630 – 27 1,091 – 1,091 Total comprehensive income ...... – – – 27,423 -566 1,630 – 27 28,514 36 28,550 Capital increase ...... – 560 – – – – – – 560 – 560 Dividends ...... – – – – – – – – – -14 -14 Before 2nd legal reorganisation ...... 1,000 41,312 – 95,179 -2,134 -7,924 1 -12 127,422 91 127,513 Impact legal reorganisation: EDAG Engineering Holding GmbH, Munich ...... -1,000 -41,312 – -95,179 2,134 7,924 -1 12 -127,422 -91 -127,513 Impact legal reorganisation: EDAG Engineering Schweiz Sub-Holding AG, Arbon ...... 22,905 41,306 – 92,279 -2,134 -7,924 1 -12 146,421 91 146,512 As per 09/30/2015 ...... 22,905 41,306 – 92,279 -2,134 -7,924 1 -12 146,421 91 146,512 Retained earnings Shares in investments Revaluation accounted Total equity Sub- Other from Securities for using attributable scribed Capital Legal retained Currency pension available the equity to majority Total in € thousand capital reserves reserves earnings conversion plans for sale method shareholders NCI equity As per 01/01/2014 ...... 50 40,000 5 67,834 -2,059 -3,187 126 – 102,769 153 102,922 Contribution EDAG GmbH & Co.KGaA ...... 19,950 – – -59,950 – – – – -40,000 – -40,000 As per 01/01/2014 ...... 20,000 40,000 5 7,884 -2,059 -3,187 126 – 62,769 153 62,922 Profit or Loss ...... – – – 30,573 – – – – 30,573 -54 30,519 Other comprehensive income ...... – – – – 327 -4,945 – – -4,618 – -4,618 Total comprehensive income ...... – – – 30,573 327 -4,945 – – 25,955 -54 25,901 Capital increase ...... – 454 – – – – – – 454 – 454 Acquisition Rücker ...... – – – – – – – – – -11 -11 F-8 Dividends ...... – – – – – – – – – -30 -30 As per 09/30/2014 ...... 20,000 40,454 5 38,457 -1,732 -8,132 126 – 89,178 58 89,236 5. Notes 5.1. General Information The EDAG Group are experts in the development of vehicles, derivatives, modules and production facilities, specialising in complete vehicle development. As one of the largest independent engineering partners for the automotive industry, we regard mobility not simply as a product characteristic, but rather as a fully integrated purpose. On the basis of a non-cash incorporation against the granting of new shares, ATON GmbH, Munich, the sole shareholder of EDAG Engineering GmbH (previously EDAG Engineering AG), the former parent company of the EDAG Group, transferred all of the shares in EDAG Engineering GmbH (non-cash contribution) to EDAG Engineering Holding GmbH, Munich on January 14, 2015. By resolution of the extraordinary general meeting of March 5, 2015 and with the commercial registration of March 18, 2015, the former EDAG Engineering AG was converted from a joint-stock company into a company with limited liability, in accordance with § 190 section 1 of the German Reorganisation of Companies Act (UmwG). The company is now called EDAG Engineering GmbH (following: EDAG GmbH), Wiesbaden. EDAG Engineering Schweiz Sub-Holding AG, Arbon (Switzerland) was founded under the name EDAG Engineering Group AG on September 14, 2015, and entered in the commercial register of the Swiss canton Thurgau on September 15, 2015 (the company’s name was changed to EDAG Engineering Schweiz Sub-Holding AG on October 22, 2015). In accordance with the contract of September 14, 2015, the company, on its date of establishment, acquired an equity share in EDAG Engineering Holding GmbH, Munich, in the amount of €1 million, for which 25 million bearer shares for CHF 1.00 were issued. This means that the new parent company of the EDAG Group is EDAG Engineering Schweiz Sub- Holding AG (referred to simply as “EDAG AG” in the following), a joint-stock company registered in Switzerland, with shares that are not publicly traded. The registered office of the company is at Schlossgasse 2, 9320 Arbon (Switzerland). EDAG AG is a 100 percent subsidiary of ATON GmbH, Munich. ATON GmbH is therefore the ultimate parent company. The basis for this consolidated interim report of EDAG AG are the audited IFRS financial statements for the 2014 fiscal year of EDAG Engineering GmbH, Wiesbaden (formerly EDAG Engineering AG, Wiesbaden). Information on the legal reorganisation can be found in the following chapter. The financial statements of the companies included in the consolidated financial statement have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the European Union as of the financial reporting date of EDAG Engineering Schweiz Sub- Holding AG (September 30, 2015). The comparative figures for December 31, 2014 and the consolidated interim report are shown on the basis of the financial statements of EDAG GmbH. The consolidated interim report has been prepared using the euro as the reporting currency. Unless otherwise stated, all amounts are given in thousands of euros. Where percentage values and figures are given, differences may occur due to rounding. In accordance with IAS 1, the statement of financial position is divided into non-current and current assets, liabilities and provisions. Assets and liabilities are classified as current if they are expected to be sold or settled respectively within a year or within the company’s or group’s normal operating cycle. In compliance with IAS 12, deferred taxes are posted as non-current assets and liabilities. Likewise, pension provisions are also posted as non-current items. The statement of recognised income and expense is structured according to the nature of expense method.

F-9 5.2. Legal Reorganisation The legal reorganisation of the EDAG Group is described below. In accordance with the contract of September 14, 2015, EDAG AG acquired an equity share in EDAG Engineering Holding GmbH, Munich on its date of establishment, in the amount of € 1 million, for which 25 million bearer shares for CHF 1.00 (€ 22,905 thousand) were issued. Through EDAG Engineering Holding GmbH, therefore, EDAG AG indirectly holds all shares in EDAG GmbH, the operative company in the EDAG Group. The positioning of EDAG AG as the new parent company of the EDAG Group by ATON GmbH, the sole shareholder, represents a common control transaction in two stages. The incorporation of EDAG GmbH first in EDAG Engineering Holding GmbH, and the subsequent incorporation of EDAG Engineering Holding GmbH in EDAG AG is not the acquisition of a company as defined in IFRS 3. Neither EDAG Engineering Holding GmbH nor EDAG AG meet the requirements of a business as defined in IFRS 3. Instead, these transactions are to be represented as a reorganisation of the company structure. In the process, the assets and liabilities are to be continued using the group book values of EDAG GmbH, and, with the exception of the subscribed capital of the individual financial statements of EDAG AG prepared according to national accounting laws, form the basis for the balance sheet values of the assets and liabilities as per January 1, 2014, September 30, 2014, December 31, 2014 and September 30, 2015, as well as for expenses and income, and cash inflows and outflows for the intermediate periods. The reconciliation of the offset equity from the legal reorganisation can be seen in the equity analysis. Following the representation of the legal reorganisation, the Group equity level corresponds to that of EDAG AG in the subscribed capital and to that of EDAG GmbH in the capital reserves and further equity items. The differences arising from the representation of the legal reorganisation were recognised in retained earnings.

5.3. Basic Principles and Methods 5.3.1. Basic Accounting Principles The consolidated financial statement of EDAG GmbH and its subsidiaries for December 31, 2014 has been prepared in accordance with the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), as they are to be applied pursuant to Directive No. 1606/2002 of the European Parliament and Council regarding the application of international accounting standards in the EU. In addition to the International Financial Reporting Standards, the term IFRS also includes the still valid International Accounting Standards (IAS), the Interpretations of the International Financial Reporting Standards Interpretations Committee (IFRIC) and those of the former Standing Interpretations Committee (SIC). Accordingly, this consolidated interim report of EDAG AG for the period ending September 30, 2015 has been prepared in accordance with IAS 34, and the scope of the report has been reduced, making it shorter than the consolidated financial statements. The requirements of all accounting standards and interpretations resolved as of September 30, 2015 and adopted in national law by the European Commission and the additional requirements of German commercial law pursuant to § 315a Sect. 3 HGB [German Commercial Code] have been fulfilled. In addition to the statement of financial position, the statement of comprehensive income (including profit or loss), the IFRS consolidated financial statement also includes additional components, namely the statement of changes in equity, the cash flow statement and the notes. The separate report on the risks of future development (risk management report in accordance with § 315 section 1 HGB) is included in the interim group management report. This consolidated nine-month financial report has not been subjected to a review by a person qualified to audit financial statements, nor to an audit in accordance with § 317 HGB (German Commercial Code).

F-10 5.3.2. Accounting and Valuation Principles EDAG AG has applied all accounting standards adopted by the EU and legally required to be applied since January 1, 2015. Since January 1, 2015, various regulations have come into force in line with the Annual Improvement Project 2013 to improve the International Financial Reporting Standards. These include changes to IFRS 1, IFRS 3, IFRS 13 and IAS 40, and do not materially influence the financial performance, cash flows and financial position in the EDAG Group’s consolidated interim report. In addition, IFRIC 21 is required to be applied since January 1, 2015. IFRIC 21 governs the accounting of levies not covered by IAS 12 “Income Taxes”. In particular, it clarifies the circumstances under which a liability to pay a levy is to be recognised. This interpretation likewise does not have any material effect on the financial performance, cash flows and financial position of the EDAG Group. For this consolidated interim report, a discount rate of 2.4 percent has been used for pension provisions in Germany (12/31/2014 2.0 percent). A discount rate of 1.0 percent has been used for pension provisions in Switzerland (12/31/2014 1.5 percent). The increase in the interest rate in Germany led to an overall reduction in the pension provisions, to the applicable deferred taxes, and to the actuarial losses related to pension provisions recorded in equity in the reserves from profits and losses recognised directly in equity. In accordance with the objective of financial statements set out in F.12 et seq., IAS 1.9 and IAS 8.10 et seq., IAS 34.30 was applied when determining income tax expense for the interim reporting period. Accordingly, the weighted average expected annual tax rate was used. Due to a change in the scope of consolidation (amended basic tax parameters), the originally expected tax rate of 29.9 percent has been adjusted to 31.0 percent. Restructuring measures in the amount of €6,329 thousand were carried out in the period covered by the consolidated interim report (see 5.6 Reconciliation of the Adjusted Operating Profit (adjusted EBIT)). A reversal in the amount of €1,163 thousand was carried out for provisions for restructuring measures created the year before. These effects are shown in the adjusted operating profit (adjusted EBIT). Otherwise, the same accounting and valuation methods and consolidation principles as were used in the 2014 consolidated financial statements for EDAG Engineering GmbH were applied when preparing the consolidated interim report and determining comparative figures for the previous year. A detailed description of these methods has been published in the Notes to the Consolidated Financial Statement in the Annual Report for 2014. The consolidated interim report of EDAG AG should therefore be read in conjunction with the consolidated financial statement of EDAG GmbH for December 31, 2014. Presentation of the consolidated interim report in accordance with IFRS requires qualified estimates for several balance sheet items which have an effect on the basis and valuation in the balance sheet and statement of recognised income and expense. The amounts that are actually realised can deviate from these estimates. Such estimates relate to ascertaining the useful life of the property, plant and equipment or intangible assets that are subject to wear and tear, the measurement of provisions, the valuation of investments and other assets or liabilities. Although adequate account is taken of existing uncertainties during valuation, actual results can still deviate from the estimates. Irregular expenses incurred during the financial year are reported in cases where reporting would also be effected at the end of the financial year. The operating activities of EDAG Group are not subject to any significant seasonal influences.

F-11 5.4. Changes in the Scope of Consolidation In the period January 1, 2015 to September 30, 2015, the group of combined or consolidated companies developed as follows:

Domestic Non-domestic Total Fully consolidated companies Included as of 12/31/2014 ...... 10 28 38 Included for the first time in current financial year ...... 314 Withdrawn in current financial year ...... 224 Included as of 09/30/2015 ...... 11 27 38 Companies accounted for using the equity method Included as of 12/31/2014 ...... 3–3 Included for the first time in current financial year ...... ––– Withdrawn in current financial year ...... 2–2 Included as of 09/30/2015 ...... 1–1 Companies included at acquisition cost Included as of 12/31/2014 ...... 224 Included for the first time in current financial year ...... 1–1 Withdrawn in current financial year ...... –22 Included as of 09/30/2015 ...... 3–3

The changes in the scope of consolidation occured at the level of EDAG GmbH, which still continues to be the operative company in the EDAG Group, even following the legal reorganisation. Rücker Gesellschaft m.b.H., Grambach, Austria was liquidated on February 28, 2015. On March 26, 2015 BFFT Italia S.R.L, Bologna, Italy, was founded and included in the scope of consolidation for the first time on March 31, 2015. EDAG Testing Solutions GmbH was merged with EDAG Engineering GmbH, Wiesbaden with retrospective effect from January 1, 2015. EDAG Immobilien spol. s r.o., Mladá Boleslav, Czech Republic, was merged with EDAG Engineering CZ spol. s r.o., Mladá Boleslav, Czech Republic with retrospective effect from January 1, 2015. With the sales agreement of April 2, 2015 and with effect from April 30, 2015 the operative business of iSILOG GmbH, Baden-Baden was acquired. The focus of its business activities is to provide software solutions and services relating to production- and logistics-systems. The acquisition was effected in such a way that, in the process of the transfer, EDAG Production Solutions GmbH & Co. KG acquired certain individual assets and took over the employees necessary and useful for carrying on the business. The acquisition costs amounted to €1,400 thousand. The actual cash outflow amounted to €1,161 thousand. With the entry in the commercial register on July 1, 2015, Hövelmann GmbH was merged with EDAG Engineering GmbH, Wiesbaden with retrospective effect from January 1, 2015. On August 20, 2015, EDAG acquired 51 percent of the limited partner’s shares in Zweite FOM Objekt GmbH & Co. KG, Heidelberg (purchase price: €510) and 51 percent of the company’s shares in Zweite FOM Beteiligungs GmbH, Heidelberg (purchase price: €12.750). In this context EDAG took over a shareholder loan of the seller by payment of €1.250 thousand. Since this point in time, EDAG has been in possession of 100 percent of the limited partner’s shares or company’s shares and voting rights in both companies (transfer of control). Zweite FOM Beteiligungs GmbH will be recognised at acquisition cost.

F-12 Zweite FOM Objekt GmbH & Co. KG is fully consolidated. The acquisition of the shares is no business combination in accordance with IFRS 3, because it does not constitute a business. Therefore, this is shown as an acquisition of assets and liabilities. The aquired short-term assets in the amount of €1.446 thousands include receivables towards the tax authorities for the reclaim of real estate transfer tax and sales tax. The acquired short-term liabilities in the amount of €1.593 thousands consists mainly of liabilities towards EDAG, including the aforementioned shareholder loan of the seller and sales tax liabilities. As a result of the acquisition the cash inflow at change of control was €66 thousands.

Acquisition of the operating business of iSILOG GmbH The following table sets out the assets and liabilities identified for the acquisition of the companies and assumed at the time of acquisition.

Historical Adjustments Fair values at in € thousand book values (IFRS) to fair values time of acquisition Intangible Assets ...... 196 873 1,069 Property, plant and equipment ...... 24 – 24 Financial assets ...... – – – Non-current accounts receivable and other non-current receivables ...... – – – Other non-current assets ...... – – – Non-current assets ...... 219 873 1,093 Inventories ...... – – – Accounts receivable and other receivables ...... 19 – 19 Other current assets ...... – – – Cash and cash-equivalents ...... – – – Current assets ...... 19 – 19 TOTAL assets ...... 239 873 1,112 Provisions ...... 3 – 3 Financial liabilities ...... – – – Trade payables ...... 50 – 50 Other current liabilities ...... 40 – 40 Deferred tax liabilities ...... – – – TOTAL liabilities and provisions ...... 93 – 93 Acquired net assets ...... 145 873 1,019 in € thousand 2015 Attributable fair value of the purchase price for net assets ...... 1,354 Net assets at book values ...... 145 Difference ...... 1,209 Adjustment to fair values Software ...... 873 Capitalized Goodwill ...... 336

Synergies from the asset deal with iSILOG GmbH result from the experience and expertise of the employees in the field of process and distribution logistics. Of the remaining goodwill, €323 thousand is tax-deductible. Subsequent changes of the acquisition costs may occur due to variable purchase price payments dependent on future revenue and profit as well as transition of employment contracts and customer relations. These contingent purchase price payments have been accrued with its expected discounted amount of €193 thousand. The amount may vary from €0 thousand up to €200 thousand. The income and profit or loss from the acquisition

F-13 of the business since the acquisition date cannot be shown here, as the business has been completely integrated into the Production Solutions segment, i.e. into the legal entity “EDAG Production Solutions GmbH & Co. KG”.

5.5. Currency Conversion Currency conversion in the consolidated interim report was based on the following exchange rates:

09/30/2015 09/30/2014

Average Average Currency Spot rate on exchange Spot rate exchange 1 EUR = Nat. balance rate for on balance rate for Country currency sheet date period sheet date period Great Britain ...... GBP 0.7385 0.7273 0.7773 0.8122 Brazil ...... BRL 4.4808 3.5177 3.0821 3.0942 USA ...... USD 1.1203 1.1143 1.2583 1.3554 Malaysia ...... MYR 4.9237 4.2111 4.1314 4.3958 Hungary ...... HUF 313.4500 308.9728 310.5700 308.7926 India ...... INR 73.4805 70.8267 77.8564 82.3081 China ...... CNY 7.1206 6.9634 7.7262 8.3581 Mexiko ...... MXN 18.9768 17.3480 16.9977 17.7816 Czech Republic ...... CZK 27.1870 27.3597 27.5000 27.5037 Switzerland ...... CHF 1.0915 1.0619 1.2063 1.2180 Poland ...... PLN 4.2448 4.1558 4.1776 4.1759 Romania ...... RON 4.4176 4.4414 4.4102 4.4478 Russia ...... RUB 73.2416 66.5450 49.7653 48.0484 Sweden ...... SEK 9.4083 9.3710 9.1465 9.0379 Japan ...... JPY 134.6900 134.7211 138.1100 139.5137 South Korea ...... KRW 1,328.2700 1,251.5970 1,330.3400 1,412.6388

F-14 5.6. Reconciliation of the Adjusted Operating Profit (adjusted EBIT) In addition to the data required according to the IFRS, the group profit or loss also includes a reconciliation to the adjusted earnings before interest and taxes (adjusted EBIT). Among the adjustments, initial and deconsolidation income, restructuring, the sale of real estate, impairments, and all effects from the purchase price allocations on the EBIT are shown.

01/01/2015 01/01/2014 07/01/2015 07/01/2014 – – – – in € thousand 09/30/2015 09/30/2014 09/30/2015 09/30/2014 Earnings before interest and taxes (EBIT) ...... 44,952 46,888 12,318 18,311 Adjustments: Expenses (+) from purchase price allocation ...... 5,499 5,260 2,114 1,777 Income (-) / expenses (+) from deconsolidations ...... – -11,758 – 228 Income (-) from reversal of provisions . . . -2,177 – -23 – Income (-) / expenses (+) from initial consolidations ...... – 30 – – Expenses (+) from additional selling costs from M&A transactions ...... 71 499 1 -19 Expenses (+) from restructuring ...... 6,329 3,972 4,919 487 Income (-) from the sale of real estate . . -250 – -250 – Expenses (+) from the sale of real estate ...... 381 – 311 – Total adjustments ...... 9,853 -1,997 7,072 2,473 Adjusted earnings before interest and taxes (adjusted EBIT) ...... 54,805 44,891 19,390 20,784

The “expenses (+) from the purchase price allocation” are stated completely under the position depreciation, amortisation and impairment. Furthermore, out of the position “expenses (+) from the sale of real estate” an amount of €88 thousand (Q1-3 2014: €0 thousand) is also stated under the position depreciation, amortisation and impairment. All other adjustments are reported under the non-operating expenses or non-operating income. The restructuring expenses include real estate transfer taxes in the amount of €3,000 thousand resulting from the contributions of the legal restructuring of the EDAG Group in 2015. Also in this position included are adjusted expenses for real estate transfer taxes in the amount of €1,025 thousand caused by real estate transfers in 2014 relating to common control transactions. Additionally, this position includes consulting costs and expenses for severance payments (Q1-3 2015: €636 thousand; Q1-3 2014: €2,572 thousand). The “income (-) from the reversal of provisions” primarily includes reversals from severance payments and from real estate costs. 5.7. Segment Reporting The segment reporting was prepared in accordance with IFRS 8 “Operating Segments”. Individual consolidated results are reported by company divisions in conformity with the internal reporting and organisational structure of the group. The key performance indicator for the executive board at the segment level is the EBIT, as the adjusted effects are presented under “Others”. Therefore at segment level, the EBIT shown is basically equal to the adjusted EBIT. The only exception to this rule are the effects of the purchase price allocation shown in the segment EBIT. These are then eliminated in the adjusted segment EBIT. The segment presentation is intended to show the profitability, as well as the assets and financial situation of the individual business activities. Intercompany sales are accounted for at customary market prices and are equivalent to sales towards third parties (arm’s length principle).

F-15 As at September 30, 2015, the non-current assets amounted to €187.3 million (12/31/2014: €183.2 million). Of these, €2.3 million are domestic, €174.2 million are Germany and €10.8 million are non-domestic (12/31/2014: [domestic: €2.3 million; Germany: €171.9 million; non-domestic: €9.0 million]). The assets, liabilities and provisions are not reported by segments, as this information is not part of the internal reporting. The “Vehicle Engineering” segment (in short: VE) consists of services along the vehicle development process as well as responsibility for derivative and complete vehicles. The segment is divided into the following divisions: In the Design Concepts department, we offer a full range of styling and design services, and in our design studios we are able to realise large model building volumes. Our Body Engineering department brings together all of our services such as package, body assembly as well as interior and exterior. This also includes the development of door systems. Our Vehicle Integration department is responsible for the complete functional integration and the vehicle validation. In addition to this, we also offer extensive testing services in our certified test laboratories. Calculation and simulation are likewise included in our range of services. Complete vehicle projects and large-scale interdisciplinary module packages, some of them calling for the involvement of our international subsidiaries, are managed by the Project Management division. The Product Reliability + Documentation department provides assistance with consulting and support for quality-related matters, as well as services which explain a product and enable it to be used effectively. In our “Production Solutions” segment (in short: PS), in our role as an all-round engineering partner, we are responsible for the development and implementation of production processes at 27 locations worldwide. In addition to handling the individual stages in the product creation process as well as all factory and production systems-related services, we are also able to optimally plan complete factories over all fields, including cross processes, and to provide the realisation from a single source. In the context of “Simultaneous Engineering”, we favour an integrative approach, with the vehicle engineering, systems planning and production simulation departments all working together in order to design the optimum project interfaces. In the Systems Engineering division, we offer integrated competence from one-off solutions through to turn-key systems for the complete body in white assembly. With our comprehensive know-how in design, simulation and automation in all of the regular systems, we are able to handle sophisticated development projects. Our portfolio is also complemented with our process consulting and “Feynsinn” CAx development department. Here, IT-supported sequences and methods are developed, as are software for product design, development, production and marketing. Feynsinn also offers consulting, conceptual and realisation services in the field of visualisation technologies. Customised training opportunities complete the portfolio. The range of services in the “Electrics/Electronics” segment (in short: E/E) encompasses the following fields: driver assistance and safety systems, infotainment and connectivity, car IT, convenience and car body electronics, electrification, electrics/vehicle electrical system and electrics/electronics for the complete vehicle. In the E/E Vehicle Engineering department, we take responsibility for all E/E services for complex and fully integrated development tasks as part of complete vehicle or derivative developments. The E/E Systems Engineering team are powerful engineering partners for the vehicle manufacturers and their system suppliers, taking responsibility for work packages: from conception, specification and integration to the testing of innovative E/E systems in the vehicle. The E/E Embedded Systems environment handles complex project volumes in hardware and software development, from the conceptual design, through production-ready development, to model set-up and commissioning of electronic control units for system suppliers and vehicle manufacturers. EDAG E/E Car IT is the driving force behind the digital transformation in automobile software development, and markets services

F-16 and software developed in-house as products for the networked mobility industry. In addition, this expertise is also used for development and standardisation services and consulting in the field of networking. Customers are vehicle manufacturers, system suppliers and IT companies. Under “Others”, it was essentially the small batch production of chassis modules at our location in Eisenach which was carried out during the same period in the previous year. This was spun off on October 1, 2014 into EDAG Werkzeug + Karosserie GmbH. Loss of control was recorded on December 31, 2014. EKS InTec GmbH, Weingarten, which was sold on May 31, 2014, and the Aerospace business which was sold on March 31, 2014 are also included in the previous year. All of the essential non-operating expenses and income are also reported here. Among other things, this includes income / expenses from deconsolidations, from company sales, from the sale of property and buildings, and from restructuring costs (severance pay, consulting costs).

01/01/2015 - 09/30/2015 Vehicle Production Electrics/ Total Total in € thousand Engineering Solutions Electronics Others Segments Consolidation Group Sales revenue with third parties ...... 334,321 82,551 117,368 135 534,375 – 534,375 Sales revenue with other segments ...... 3,868 4,502 114 150 8,634 -8,634 – Changes in inventories ...... -350 – 10 – -340 – -340 Total sales revenue and changes in inventories ...... 337,839 87,053 117,492 285 542,669 -8,634 534,035 EBIT ...... 30,694 10,687 8,196 -4,625 44,952 – 44,952 EBIT margin [%] ...... 9.1% 12.3% 7.0% n/a 8.3% – 8.4% Purchase Price Allocation (PPA) ..... 4,166 121 1,212 – 5,499 – 5,499 Other adjustments ..... – – – 4,354 4,354 – 4,354 Adjusted EBIT ...... 34,860 10,808 9,408 -271 54,805 – 54,805 Adjusted EBIT margin [%]...... 10.3% 12.4% 8.0% n/a 10.1% – 10.3% Depreciation, amortisation and impairment ...... -13,407 -1,638 -2,952 -90 -18,087 – -18,087

F-17 01/01/2014 - 09/30/2014 Vehicle Production Electrics/ Total Total in € thousand Engineering Solutions Electronics Others Segments Consolidation Group Sales revenue with third parties ...... 307,171 72,364 85,567 48,852 513,954 – 513,954 Sales revenue with other segments ...... 3,223 2,328 24 17 5,592 -5,592 – Changes in inventories . . . 684 – -3 -8,349 -7,668 – -7,668 Total sales revenue and changes in inventories ...... 311,078 74,692 85,588 40,520 511,878 -5,592 506,286 EBIT ...... 24,805 8,515 4,036 9,532 46,888 – 46,888 EBIT margin [%] ...... 8.0% 11.4% 4.7% 23.5% 9.2% – 9.3% Purchase Price Allocation (PPA) ...... 4,024 – 1,236 – 5,260 – 5,260 Other adjustments ...... – – – -7,257 -7,257 – -7,257 Adjusted EBIT ...... 28,829 8,515 5,272 2,275 44,891 – 44,891 Adjusted EBIT margin [%] ...... 9.3% 11.4% 6.2% 5.6% 8.8% – 8.9% Depreciation, amortisation and impairment ...... 13,193 1,225 2,476 1,308 18,202 – 18,202

In all three operating segments – Vehicle Engineering, Production Solutions and Electrics/ Electronics – sales revenues and EBIT were increased. Further explanations of the financial performance of the individual segments can be found in the chapter “ Business Trends and Developments” in the intermediate group management report. The reason for the positive development of the VE segment are the synergy effects generated by the integration of Rücker. In the PS segment, projects with very good margins were realised during the reporting period. The significant increase in earnings in the E/E segment, compared to the previous quarter, was brought about by a change in structure in the procurement practice of a major customer. The last 12 months brought about the change from engineering service provider to a partner with responsibility for modules and derivatives.

5.8. Contingent Liabilities/Receivables and Other Financial Obligations 5.8.1. Contingent Liabilities Compared to December 31, 2014, there were no material changes in the contingent liabilities. 5.8.2. Other Financial Obligations In addition to the provisions, liabilities and contingent liabilities, there are also other financial liabilities, and these are composed as follows: in € thousand 09/30/2015 12/31/2014 Obligation from the renting of property ...... 174,208 89,451 Obligations from miscellaneous renting and leasing contracts ...... 12,446 8,862 Open purchase orders ...... 1,813 1,179 Other miscellaneous financial obligations ...... 425 538 Total ...... 188,892 100,030

F-18 The great increase in obligations from the renting of property is the result of the construction of a new development site in Wolfsburg-Warmenau, which is to provide 22,000 m² office space and approx. 6,500 m² for factory and workshop areas. This will lead to the bundling of the engineering activities of the existing sites in Wolfsburg. The basic rental period set out in the contract with the owner of the building is 13.5 years. Further, a rental contract at a strategically important location has been extended (for more details, please see Related Parties). The increase in obligations from miscellaneous renting and leasing contracts is due to an increased volume in the fields of IT and vehicle leasing. The increase in open purchase orders as per September 30, 2015 results, among other things, from installations at the Ingolstadt branch.

5.8.3. Contingent Receivables As in previous years, there were no contingent receivables on September 30, the balance sheet date. 5.9. Financial Instruments 5.9.1. Net Financial Debt/Credit The Executive Board’s aim is to keep the net financial debt as low as possible in relation to equity (net gearing). in € thousand 09/30/2015 12/31/2014 Long-term financial liabilities Liabilities due to credit institutions ...... -1,966 -3,025 Liabilities from loans ...... -158,806 -158,810 Due to third parties ...... -6 -10 Due to affiliated companies ...... -158,800 -158,800 Due to associated parties ...... – – Liabilities from financing leases ...... -148 -168 Total long-term financial liabilities ...... -160,920 -162,003 Short-term financial liabilities Liabilities due to credit institutions ...... -6,138 -3,325 Liabilities from loans ...... -22,552 -1,359 Due to third parties ...... -7 -7 Due to affiliated companies ...... -2,346 -1,213 Due to related parties ...... -20,199 -139 Liabilities from financing leases ...... -39 -38 Liabilities from derivative financial instruments ...... – -136 Total short-term financial liabilities ...... -28,729 -4,858 Total financial liabilities ...... -189,649 -166,861 Financial receivables from the cash pool towards the shareholder . . . 761 5,539 Financial receivables [< 3 month] ...... 38,475 – Securities / derivative financial instruments ...... 188 92 Cash and cash-equivalents ...... 26,971 39,502 Net – financial debt/-credit [-/+] ...... -123,254 -121,728 Equity ...... 146,512 117,411 Net Gearing [%] ...... 84.1% 103.7% Liabilities due to credit institutions ...... -8,104 -6,350 Cash and cash-equivalents ...... 26,971 39,502 Net – financial balance with banks ...... 18,867 33,152

Apart from ATON Group Finance GmbH, Going am Wilden Kaiser, Austria, the other major creditor of the EDAG Group is VKE Versorgungskasse EDAG – Firmengruppe e.V.

F-19 As of September 30 2015, there were loan obligations to ATON Group Finance GmbH (including accrued interest) in the amount of €161,146 thousand (12/31/2014: €160,013 thousand). Of this amount, €158,800 thousand are classified as non-current financing. As of September 30, 2015, there are current obligations, including interest, in the amount of €20,199 thousand from VKE Versorgungskasse EDAG – Firmengruppe e.V. (12/31/2014: €139 thousand). On the reporting date, the miscellaneous financing receivables included receivables resulting from a sale and leaseback transaction. We expect to receive payment within the next three months. As in the previous year, the EDAG Group reported a net financial balance with credit institutions on the reporting date. This means that the liquidity situation of the EDAG Group continues to be rated as very positive.

5.9.2. Book values, valuation rates and fair values of the financial instruments as per valuation category The principles and methods for assessing at fair value have not changed compared to last year. Detailed explanations of the valuation principles and methods can be found in the Annual Report of EDAG Engineering GmbH for 2014. For the most part, cash and cash-equivalents, accounts receivable and other receivables have only a short time to maturity. For this reason, their book values on the reporting date are close approximations of the fair values. The fair values of other receivables and financial assets held to maturity with a remaining term of more than a year correspond to the net present values of the payments associated with the assets, taking into account the relevant interest parameters, which reflect the market and counterparty-related changes in conditions and expectations. Accounts payable and other financial liabilities regularly have short remaining terms to run, and the values posted are close approximations of the fair values. The book values and fair values of all financial instruments recorded in the consolidated interim financial statements are shown in the following table.

F-20 Valuation balance Valuation category of balance sheet sheet as per IAS 39 as per IAS 17 Fair value Valuation recognized Fair value category Book value Amortised Acquisition directly in through profit in € thousand as per IAS 39 09/30/2015 Costs costs equity or loss Financial assets Cash and cash-equivalents ...... [LaR] 26,971 26,971 – – – – Accounts receivable and other receivables in terms of IAS 32.11 ...... [LaR] 130,620 130,620 – – – – Future receivables from construction contracts ...... [LaR] 139,332 139,332 – – – – Loans ...... [LaR] 120 120 – – – – Assets available for sale ...... [AfS] 169 – 77 92 – –

F-21 Derivative financial assets Derivatives without hedge relationship ...... [FAHfT] 96 – – – 96 – Financial liabilities (liabilities) Financial liabilities Credit institutions ...... [FLAC] 8,104 8,104 – – – – Other interest-bearing liabilities ...... [FLAC] 181,358 181,358 – – – – Liabilities from financing leases ...... [n.a.] 186 – – – – 186 Derivative financial liabilities ...... [FLHfT] – – – – – – Accounts payable and other liabilities in terms of IAS 32.11 ...... [FLAC] 18,096 18,096 – – – – Financial assets and financial liabilities, aggregated according to valuation category in accordance with IAS 39 Loans and receivables ...... [LaR] 297,043 297,043 – – – – Financial assets held for trading ...... [FAHfT] 96 – – – 96 – Available-for-sale financial assets ...... [AfS] 169 – 77 92 – – Financial liabilities measured at amortised cost ...... [FLAC] 207,558 207,558 – – – – Financial liabilities held for trading ...... [FLHfT] – – – – – – Valuation balance sheet Valuation balance sheet as per IAS 39 as per IAS 17 Fair value Valuation recognized Fair value category Book value Amortised Acquisition directly in through profit in € thousand as per IAS 39 12/31/2014 Costs costs equity or loss Financial assets (assets) Cash and cash-equivalents ...... [LaR] 39,502 39,502 – – – – Accounts receivable and other receivables in terms of IAS 32.11 ...... [LaR] 189,662 189,662 – – – – Future receivables from construction contracts ...... [LaR] 50,373 50,373 – – – – Loans ...... [LaR] 118 118 – – – – Assets available for sale ...... [AfS] 145 53 – 92 – – Derivative financial assets

F-22 Derivatives without hedge relationship ...... [FAHfT] – – – – – – Financial liabilities (liabilities) Financial liabilities Credit institutions ...... [FLAC] 6,350 6,350 – – – – Other interest-bearing liabilities ...... [FLAC] 160,169 160,169 – – – – Liabilities from financing leases ...... [n.a.] 206 – – – – 206 Derivative financial liabilities ...... [FLHfT] 136 – – – 136 – Accounts payable and other liabilities in terms of IAS 32.11 ...... 22,168 22,168 – – – – Financial assets and financial liabilities, aggregated according to valuation category in accordance with IAS 39 Loans and receivables ...... [LaR] 279,654 279,654 – – – – Financial assets held for trading ...... [FAHfT] – – – – – – Available-for-sale financial assets ...... [AfS] 145 53 – 92 – – Financial liabilities measured at amortised cost ...... [FLAC] 188,687 188,687 – – – – Financial liabilities held for trading ...... [FLHfT] 136 – – – 136 – The fair values of securities correspond to the nominal value multiplied by the exchange quotation on the reporting date. The attributable fair values of liabilities due to credit institutions, loans and other financial liabilities are calculated as present values of the debt-related payments, based on the EDAG current yield curve valid at the time. By and large, the fair value of the financial liabilities corresponds to the book value. As at September 30, 2015 however, the fair value of the other interest-bearing liabilities [FLAC] amounted to €185,688 thousand (December 31, 2014: €165,183 thousand), with a book value of €181,358 thousand (December 31, 2014: €160,169 thousand). The valuation of the fair value took place according to the “Level 2” valuation category on the basis of the discounted cash-flow method. In this context, the current market rates of interest and the contractually agreed parameters were taken as the basis. The following table contains the assets and liabilities assessed at fair value, in stages:

Assessed at fair value 09/30/2015 in € thousand Level 1 Level 2 Level 3 Gesamt Financial assets Assets available for sale ...... 92 – – 92 Derivative financial assets ...... – 96 – 96 Financial liabilities (liabilities) Derivative financial liabilities ...... – – – –

Assessed at Fair Value 12/31/2014 in € thousand Level 1 Level 2 Level 3 Gesamt Financial assets (assets) Assets available for sale ...... 92 – – 92 Derivative financial assets ...... – – – – Financial liabilities (liabilities) Derivative financial liabilities ...... – 136 – 136

The assets and liabilities assessed at fair value through profit or loss include derivative financial instruments. In the EDAG Group, these are employed to limit currency risks. Classification of the attributable fair values in the three valuation categories of the fair value hierarchy is based on the availability of observable market prices. Level 1: At level 1 of the fair value hierarchy, the attributable fair values are measured using listed market prices, as the best possible fair values for financial assets or liabilities can be observed in active markets. Level 2: If there is no active market for a financial instrument, a company uses valuation models to determine the attributable fair value. Valuation models include the use of current business transactions between competent, independent business partners willing to enter into a contract; comparison with the current attributable fair value of another, essentially identical financial instrument; use of the discounted cash flow method; or of option pricing models. The attributable fair value is estimated on the basis of the results achieved using one of the valuation methods, making the greatest possible use of market data and relying as little as possible on company-specific data. Level 3: The valuation models used at this level contain also not observable market data.

F-23 5.10. Related Parties In the course of its regular business activities, EDAG correlates either directly or indirectly not only with the subsidiaries included in the consolidated interim financial statements, but also with subsidiaries which are affiliated but not consolidated, and with other related companies and persons. For a more detailed account of the type and extent of the business relations, please see the Annual Report of EDAG Engineering GmbH for 2014. With the contract signed on December 12, 2014 as part of a sale & lease back transaction, long-term real estate leases were entered into with Zweite FOM Objekt GmbH & Co. KG. These have a term from December 29, 2014 until December 31, 2029. The annual lease payments amount to €3,050 thousand. The majority shareholder of Zweite FOM Objekt GmbH & Co. KG and its general partner Zweite FOM Beteiligungs GmbH resigned from his contractual obligations during the first half of 2015, and exercised his right to return the respective shares. However, Horus Vermögensverwaltungs GmbH & Co. KG, Munich, a company closely associated with EDAG, has taken over control of Zweite FOM Objekt GmbH & Co. KG within the framework of an undertaking made to EDAG. In the case of resignation this undertaking includes the consumption of all risks and opportunities in connection with the transfer of the properties. As a result of the resignation, EDAG has a takeover obligation with regard to the remaining 51 percent of the shares of Zweite FOM Beteiligungs GmbH as the general partner, however an agreement concerning the joint management of this company does exist with Horus Vermögensverwaltungs GmbH & Co. KG, Munich. Both of these circumstances led to the fact that EDAG was not able to exercise any independent control over Zweite FOM Objekt GmbH & Co. KG. On August 20, 2015, EDAG acquired 51 percent of the limited partner’s shares in Zweite FOM Objekt GmbH & Co. KG, Heidelberg (purchase price: €510). Since this point in time, EDAG has been in possession of 100 percent of the limited partner’s shares and voting rights in the company (transfer of control). Because of the consumption of the risks and opportunities by Horus Vermögensverwaltungs GmbH & Co. KG EDAG managed the properties until September 8, 2015, on behalf of Horus Vermögensverwaltungs GmbH & Co. KG. On September 9, the five properties were transferred to five subsidiaries of KINREFD GmbH, Munich, on the same terms - as originally to those of Zweite FOM Objekt GmbH & Co. KG. A company and a person closely associated with EDAG have shares in this company: Horus Vermögensverwaltungs GmbH & Co. KG has a 49.9 percent share, and the Chairman of the Board of Directors of EDAG Engineering Schweiz Sub-Holding AG, has a 7.6 percent share. On the quarterly reporting date, other financial obligations (including incidental expenses) totalling €47.4 million arise from the lease for EDAG with a contract period from September 15, 2015 to September 15, 2030. MD 7 Immobilien GmbH, Munich, has acquired Max-Diamand-Straße 7, 80937 Munich from our previous landlord. EDAG has entered into a leasing contract with the new landlord, valid for a period of 16 years and with effect from November 1, 2015. A company and a person closely associated with EDAG have shares in MD 7. Horus Vermögensverwaltungs GmbH & Co. KG has a 49.9 percent share, and the Chairman of the Board of Directors of EDAG Engineering Schweiz Sub-Holding AG, has a 10.1 percent share. On the quarterly reporting date, other financial obligations totalling €17.4 million arise from the lease for EDAG. There are two long-term, unsecured fixed interest loans with the ATON Group Finance GmbH which are due on November 6, 2018. These loans carry an interest rate of 5 percent, and can be redeemed in part prior to maturity. Group liquidity was extended with a current, unsecured loan from VKE Versorgungskasse EDAG – Firmengruppe e.V. This loan will run until further notice, and carries an interest rate of 4.2 percent per annum. The carrying value including interests amounts to €20,199 thousand.

F-24 For the short-term treasury management, there is a cash pool agreement between EDAG GmbH and ATON GmbH. On the quarterly reporting date, the cash-pool balance totalled €0.8 million (12/31/12014: €5.5 million). In the first half-year, the three members of the Executive Board of EDAG Engineering GmbH received new management contracts. These contain an undertaking to effect share-based payment transactions in accordance with IFRS 2, and the company shall have the right to choose whether a share-based transaction is settled in cash or by issuing equity instruments. The payment system states that the members of the executive board shall receive a special bonus of €500 thousand, either in cash or in shares or share options, should the EDAG Group go public by December 31, 2016. Should equity instruments be issued, the company may define a minimum holding period for these. These undertakings replace the previous agreements, which became obsolete when the legal form of EDAG Engineering GmbH changed. As neither the scope nor the modalities of the undertakings were changed in the process, no additional advantage was allocated to the members of the executive board. The increase in capital reserves for the first nine months 2015 supplements the amounts already recognised in equity, expecting the event of vesting with the IPO in the fourth quarter of 2015 expense will be recognised accordingly. This means that, on the basis of the agreement set out above including an interest rate of 0.24 percent p.a., the equity instruments had an attributable fair value of €1,493 thousand at the time of the original undertaking. Total expenses for share-based payment transactions recognised during the reporting period amounted to €560 thousand. This was recognised in equity. In October 2015, two of the three members of the Executive Board of EDAG Engineering GmbH received new management contracts for EDAG Engineering GmbH and EDAG Engineering Schweiz Sub-Holding AG. This contracts are effective from October 1, 2015 and do not change the share-based payment transactions. No further significant changes have occurred, compared with the notes in the Annual Report of EDAG Engineering GmbH for 2014.

5.11. Subsequent Events By resolution of the extraordinary general meeting of October 20, 2015, and with the commercial registration of October 22, 2015, the name of EDAG Engineering Group AG, Arbon was changed to EDAG Engineering Schweiz Sub-Holding AG, Arbon. On November 6th 2015, the cash-pooling agreement with the ATON GmbH was terminated. The termination becomes effective (condition precedent) in the case of the initial public offering. The outstanding balance will be settled at the effective date of the condition precedent. Arbon, November 6, 2015

F-25 Audited Consolidated Financial Statements of EDAG Engineering GmbH Prepared in Accordance with IFRS as of and for the Fiscal Year Ended December 31, 2014 and Auditor’s Report thereon

F-26 Consolidated financial statements 1. Consolidated Statement of Comprehensive Income

01/01/2014 01/01/2013 01/01/2012 – – – in € thousand Note 12/31/2014 12/31/2013 12/31/2012 Profit or Loss Continuing Operations Sales revenues and changes in inventories ...... 689,748 632,412 415,181 Sales revenues ...... (1) 697,458 620,127 415,836 Changes in inventories ...... (2) -7,710 12,285 -655 Other income ...... (3) 58,868 16,326 20,267 Material expenses ...... (4) -115,823 -104,943 -79,514 Gross Profit ...... 632,793 543,795 355,934 Personnel expenses ...... (5) -417,308 -386,226 -245,664 Depreciation, amortisation and impairment .... (6) -25,613 -24,984 -12,475 Other expenses ...... (7) -102,229 -94,062 -62,313 Earnings before interest and taxes (EBIT) ...... 87,643 38,523 35,482 Reconciliation to adjusted earnings before interest and taxes (adjusted EBIT): (8) Earnings before interest and taxes (EBIT) ...... 87,643 38,523 35,482 Adjustments: Expenses (+) from purchase price allocation . . . 6,965 8,351 1,338 Income (-) / Expenses (+) from deconsolidations ...... -26,224 – -4,777 Income (-) / Expenses (+) from initial consolidations ...... 30 – – Expenses (+) from additional selling costs from M & A transactions ...... 866 – – Expenses (+) from restructuring ...... 4,845 2,791 – Income (-) from the sale of real estate ...... -18,405 – – Expenses (+) from the sale of real estate ..... 1,292 – – Expenses (+) from impairment of real estate . . 865 – – Adjusted earnings before interest and taxes (adjusted EBIT) ...... 57,877 49,665 32,043 Earnings before interest and taxes (EBIT) ...... 87,643 38,523 35,482 Result from investments accounted for using the equity method ...... (9) – – 50 Financial income ...... (10) 1,035 1,487 2,997 Financing expenses ...... (11) -11,752 -8,301 -5,938 Financial result ...... -10,717 -6,814 -2,891 Earnings before taxes from continuing operations ...... 76,926 31,709 32,591 Income Taxes ...... (12) -18,688 -9,982 -7,672 Earnings after taxes from continuing operations ...... 58,238 21,727 24,919 Discontinued operations Earnings after taxes from discontinued operations ...... (13) 1,586 -1,905 -767 Profit or Loss ...... 59,824 19,822 24,152

F-27 01/01/2014 01/01/2013 01/01/2012 – – – in € thousand Note 12/31/2014 12/31/2013 12/31/2012 Profit or Loss ...... 59,824 19,822 24,152 Other Comprehensive Income Reclassifiable profits/losses Currency conversion difference Profits/Losses included in equity from currency conversion difference ...... -17 -1,482 -469 Reclassified in profits/losses ...... 508 – 448 Financial assets available for sale Profits/Losses included in equity from valuation at fair value ...... 5 87 102 Reclassified in profits/losses ...... -165 – – Deferred taxes on financial assets available for sale ...... 35 -9 -26 Reclassifiable OCI components from investments accounted for using the equity method ...... -39 – – Total reclassifiable profits/losses ...... 327 -1,404 55 Not reclassifiable profits/losses Revaluation of property, plant and equipment, intangible assets and exploration and evaluation assets ...... – – – Revaluation of net obligation from defined benefit plans Revaluation of net obligation from defined benefit plans before taxes ...... (24) -9,042 -26 -2,172 Deferred taxes on defined benefit commitments and similar obligations .... 2,675 6 672 Total not reclassifiable profits/losses ...... -6,367 -20 -1,500 Total other comprehensive income before taxes ...... -8,750 -1,421 -2,091 Total deferred taxes on other comprehensive income ...... 2,710 -3 646 Total other comprehensive income ...... -6,040 -1,424 -1,445 Total comprehensive income ...... 53,784 18,398 22,707 From the profit or loss attributable to: Shareholders of the parent company ...... 59,868 18,634 24,277 Minority shares (non-controlling interest) .... (14) -43 1,188 -125 Of the total comprehensive income attributable to: Shareholders of the parent company ...... 53,827 17,230 23,415 Non-controlling interests ...... -43 1,168 -708

For a more detailed explanation of the presentation of the 2012 financial year see chapter 5.2, “Explanation of the complex Financial History of the EDAG Group”.

F-28 2. Consolidated Statement of Financial Position

01/01/2013 / in € thousand Note 12/31/2014 12/31/2013 12/31/2012 12/31/2011 Assets Intangible Assets ...... (15) 109,864 113,393 84,346 3,017 Property, Plant and Equipment ...... (16) 55,608 87,529 82,974 61,581 Investment Property ...... (16) – 3,004 3,105 3,206 Financial assets ...... (17) 171 535 519 974 Investments accounted for using the equity method ...... (18) 15,519 – – 6,271 Non-current accounts receivable and other receivables ...... (19) 1,350 1,301 1,464 661 Deferred tax assets ...... (20) 681 3,158 1,306 1,157 TOTAL non-current assets ...... 183,193 208,920 173,714 76,867 Inventories ...... (21) 6,884 18,190 3,397 2,627 Future receivables from construction contracts ...... (19) 50,373 37,732 29,150 25,513 Current accounts receivable and other receivables ...... (19) 197,084 156,055 128,248 84,033 Other financial assets ...... (17) 92 109 68 64 Income tax assets ...... (20) 6,679 5,977 5,017 5,250 Cash and cash-equivalents ...... (22) 39,502 68,606 36,188 50,891 Assets held for sale / discontinued operations ...... (13) 750 9,043 7,105 41,212 TOTAL current assets ...... 301,364 295,712 209,173 209,590 TOTAL assets ...... 484,557 504,632 382,887 286,457 Equity, liabilities and provisions Subscribed capital ...... 20,000 50 50 – Capital reserves ...... 40,746 40,000 40,000 – Retained earnings ...... 67,756 67,839 70,441 – Reserves from profits and losses recognized directly in equity ...... -9,592 -3,061 -2,976 – Currency conversion difference ...... -1,568 -2,059 -568 – Equity attributable to shareholders of the parent company ...... 117,342 102,769 106,947 67,150 Non-controlling interests ...... 69 153 6,058 – TOTAL equity ...... (23) 117,411 102,922 113,005 67,150 Provisions for pensions and similar obligations ...... (24) 22,358 12,018 10,698 1,604 Other non-current provisions ...... (25) 5,004 4,399 6,710 3,295 Non-current financial liabilities ...... (26) 162,003 197,737 6,001 8,506 Non-current accounts payable and other liabilities ...... (27) 151 92 83 72 Non-current income tax liabilities ...... (28) 1,460 1,460 1,335 – Deferred tax liabilities ...... (28) 10,155 18,837 15,575 700 TOTAL non-current liabilities and provisions ...... 201,131 234,543 40,402 14,177 Current provisions ...... (25) 12,767 13,083 8,384 8,612 Current financial liabilities ...... (26) 4,858 35,648 117,948 90,215 Future liabilities from construction contracts ...... (27) 61,618 38,579 27,575 27,305 Current accounts payable and other liabilities ...... (27) 73,082 69,281 71,839 60,272 Income tax liabilities ...... (28) 13,690 5,970 3,734 1,893 Provisions and liabilities in connection with assets held for sale / from discontinued operations ...... (13) – 4,606 – 16,833 TOTAL current liabilities and provisions .... 166,015 167,167 229,480 205,130 TOTAL equity, liabilities and provisions ...... 484,557 504,632 382,887 286,457

For a more detailed explanation of the presentation of the 2011 financial year see chapter 5.2 “Explanation of the complex Financial History of the EDAG Group”.

F-29 3. Consolidated Cash Flow Statement in € thousand 2014 2013 2012 Earnings after taxes from continuing operations ...... 58,238 21,727 24,919 Earnings after taxes from discontinued operations ...... 1,586 -1,905 -767 + Income tax expenses ...... 19,367 9,171 7,786 - Income taxes paid ...... -15,625 -10,114 -3,031 + Financial result ...... 10,717 6,814 3,827 + Interest received ...... 981 716 940 +/- Impairment from revaluation at fair value less costs of disposal ...... 865 – – +/- Depreciation and amortisation/Write-ups on tangible and intangible assets . . . 24,748 24,984 13,930 + Depreciation on current assets ...... – – – +/- Other non-cash expenses/income ...... -34,664 -716 -10,124 +/- Increase/Decrease in non-current provisions ...... 11,364 -654 6,247 -/+ Profit/Loss on the disposal of fixed assets ...... -18,321 -151 -683 -/+ Increase/Decrease in inventories ...... 5,519 -13,964 -1,073 -/+ Increase / decrease in future receivables from construction contracts, receivables and other assets that are not attributable to investing or financing activities ...... -42,080 -27,567 18,690 +/- Increase/Decrease in current provisions ...... -27 4,922 -1,850 +/- Increase/Decrease in accounts payables and other liabilities and provisions that are not attributable to investing or financing activities ...... 34,050 7,766 -14,023 = Cash inflow/outflow from operating activities/operating cash flow ...... 56,718 21,029 44,788 + Deposits from disposals of tangible fixed assets ...... 1,934 1,130 2,320 - Payments for investments in tangible fixed assets ...... -17,469 -15,924 -13,545 + Deposits from disposals of intangible fixed assets ...... 81 253 1,013 - Payments for investments in intangible fixed assets ...... -7,691 -6,485 -2,895 + Deposits from disposals of financial assets ...... 604 7,142 44 - Payments for investments in financial assets ...... -104 -41 -203 + Deposits from disposals in shares of fully consolidated companies/divisions . . . 30,044 – 26,640 - Payments for investments in shares in fully consolidated companies ...... -39,995 -48,515 -66,422 = Cash inflow/outflow from investing activities/investing cash flow ...... -32,596 -62,440 -53,048 + Deposits from capital increases and grants from the shareholders ...... – – 40,050 - Payments for investments in shares of fully consolidated companies from NCI ...... – -14,424 -41,478 - Payments to shareholders/partners (prior year dividend, capital repayments, other distributions) ...... -30 -14,055 -1 - Interest paid ...... -9,560 -6,189 -3,954 + Borrowing of short-term financial liabilities ...... – 102 87,996 - Repayment of short-term financial liabilities ...... -31,868 -84,046 -68,134 + Borrowing of medium-term and long-term financial liabilities ...... 11 192,893 – - Repayment of medium-term and long-term financial liabilities ...... -35,608 -954 -338 - Repayment of leasing liabilities ...... -260 -395 -506 +/- Repayment/Investment in financial receivables ...... 22,541 3,047 -20,078 = Cash inflow/outflow from financing activities/financing cash flow ...... -54,774 75,979 -6,443 Net Cash changes in financial funds ...... -30,652 34,568 -14,703 -/+ Effect of changes in currency exchange rate and other effects from changes of financial funds ...... 252 -854 -185 + Financial funds at the start of period ...... 69,902 36,188 51,076 = Financial funds at the end of the period ...... 39,502 69,902 36,188 of which: Cash and cash-equivalents ...... 39,502 68,606 36,188 of which: Assets held for sale / discontinued operations ...... – 1,296 – = Free cash flow (FCF) – equity approach ...... 24,122 -41,411 -8,260 - Interest received ...... -981 -716 -940 + Interest paid ...... 9,560 6,189 3,954 = Free cash flow (FCF) – entity approach ...... 32,701 -35,938 -5,246

For a more detailed explanation of the cash flow statement, see chapter 5.7, and of the presentation of the 2012 financial year, see chapter 5.2, “Explanation of the complex Financial History of the EDAG Group”.

F-30 4. Consolidated Statement of Changes in Equity

Retained earnings Shares in Revalua- investments Net assets tion accounted Total equity Sub- Other attributable Currency- from Securities for using attributable scribed Capital Legal retained to majority conver- pension available the equity to majority Total in € thousand capital reserves reserves earnings shareholders sion plans for sale method shareholders NCI equity As per 01/01/2014 ...... 50 40,000 5 67,834 – -2,059 -3,187 126 – 102,769 153 102,922 Contribution EDAG GmbH & Co.KGaA ...... 19,950 – – -59,950 – – – – – -40,000 – -40,000 As per 01/01/2014 ...... 20,000 40,000 5 7,884 – -2,059 -3,187 126 – 62,769 153 62,922 Profit or Loss ...... – – – 59,867 – – – – – 59,867 -43 59,824 Other comprehensive income ...... – – – – – 491 -6,367 -125 -39 -6,040 – -6,040

F-31 Total comprehensive income ...... – – – 59,867 – 491 -6,367 -125 -39 53,827 -43 53,784 Capital increase ...... – 746 – – – – – – – 746 – 746 Dividends ...... – – – – – – – – – – -30 -30 Transfers to legal reserves ...... – – 1,995 -1,995 – – – – – – – – Disposals of consolidated companies ...... – – – – – – – – – – -11 -11 As per 12/31/2014 ...... 20,000 40,746 2,000 65,756 – -1,568 -9,554 1 -39 117,342 69 117,411 Retained earnings Shares in Net investments assets Revalua- accounted Total equity Sub- Other attributable Currency- tion from Securities for using attributable scribed Capital Legal retained to majority conver- pension available the equity to majority Total in € thousand capital reserves reserves earnings shareholders sion plans for sale method shareholders NCI equity Date of initial application 01/01/2013 ...... 50 40,000 – -25,592 – -13 -1,318 65 – 13,192 6,058 19,250 Contribution EDAG GmbH & Co.KGaA ...... – – – 96,033 – -555 -1,700 -23 – 93,755 – 93,755 As per 01/01/2013 ...... 50 40,000 – 70,441 – -568 -3,018 42 – 106,947 6,058 113,005

Profit or Loss ...... – – – 18,634 – – – – – 18,634 1,188 19,822 Other comprehensive income . . . – – – – – -1,461 -18 75 – -1,404 -20 -1,424

F-32 Total comprehensive income .... – – – 18,634 – -1,461 -18 75 – 17,230 1,168 18,398

Capital increase ...... – – – – –––– – ––– Acquisition Rücker ...... – – – – –––– – ––– NCI acquisition ...... – – – -7,641 – -30 -151 9 – -7,813 -6,611 -14,424 Dividends ...... – – – -13,593 – – – – – -13,593 -462 -14,055 Transfers to legal reserves ...... – – 5 -5 –––– – ––– Other ...... – – – -2 –––– – -2–-2 As per 12/31/2013 ...... 50 40,000 5 67,834 – -2,059 -3,187 126 – 102,769 153 102,922

For explanations concerning equity, see chapter 5.5.9.1, “Subscribed capital” 5. Notes 5.1. General information The EDAG Group are experts in the development of vehicles, derivatives, modules and production facilities, specialising in complete vehicle development. As the largest independent engineering partner for the automotive industry, we regard mobility not simply as a product characteristic, but rather as a fully integrated purpose. The parent company of the EDAG Group is EDAG Engineering GmbH (“EDAG GmbH”) previously known as EDAG Engineering AG, a company with limited liability registered in the Federal Republic of Germany. The headquarters of the company are at: Kreuzberger Ring 40, 65205 Wiesbaden. On the balance sheet date, the company still existed in the form of a joint-stock company. The legal form of the company was changed at the beginning of 2015 (see explanatory notes, point “Subsequent Events”). EDAG GmbH a wholly owned subsidiary of EDAG Engineering Holding GmbH, Munich, which in turn is a wholly owned subsidiary of ATON GmbH, Munich. ATON GmbH is therefore the ultimate parent company in the Group and obliged to prepare a consolidated financial statement. PricewaterhouseCoopers AG WPG, Hanover, issued unqualified auditor’s reports on the 2014 annual accounts of EDAG Engineering GmbH and the consolidated financial statements of EDAG Engineering GmbH. The annual accounts and the consolidated financial statements will be submitted to the operator of the Electronic Federal Gazette. The financial statements of the companies included in the consolidated financial statement have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the European Union as of the financial reporting date of EDAG GmbH (December 31). The consolidated financial statements have been prepared using the euro as the reporting currency. If not otherwise stated, all amounts are stated in thousands of euros. Where percentage values and figures are given, differences of +/- €1 thousand may occur due to rounding. In order to improve the clarity and informational value of the consolidated financial statements, individual items consolidated both in the statement of financial position and in the statement of comprehensive income (including profit or loss), the cash flow statement and the statement of changes in equity; will be disclosed and explained separately in the notes. In accordance with IAS 1, the statement of financial position is divided into non-current and current assets, liabilities and provisions. Assets, liabilities and provisions are classified as current if they are expected to be sold or settled respectively within a year or within the company’s or group’s normal operating cycle. In compliance with IAS 12, deferred taxes are posted as non- current assets and liabilities. Likewise, pension provisions are also posted as non-current items. The statement of comprehensive income is structured according to the nature of expense method.

5.2. Explanation of the complex Financial History of the EDAG Group

EDAG GmbH was established on April 24, 2012, and purchased by ATON GmbH on July 24, 20121. EDAG GmbH holds the shares in the Rücker Group and the BFFT Group. In addition, the former EDAG Group, with its previous parent company EDAG GmbH & Co. KGaA, also belonged to the engineering division, although the shares were held directly by ATON GmbH. Consequently, no

1 EDAG AG was founded under the name Blitz 12-405 AG on February 8, 2012, and entered in the commercial register on April 24, 2012. With the purchase agreement of July 24, 2012 and the general meeting held on the same date, all shares were purchased by ATON GmbH and the company’s name changed to ATON Engineering AG. A resolution was passed at the extraordinary general meeting held on December 9, 2013 to change the name of ATON Engineering AG to EDAG Engineering AG. By resolution of the extraordinary general meeting of March 5, 2015 and with the commercial registration of March 18, 2015, EDAG Engineering AG was converted from a joint-stock company into a company with limited liability, in accordance with § 190 section 1 of the German Reorganisation of Companies Act (UmwG).

F-33 legal group relationship existed between EDAG GmbH and the former EDAG Group in the financial years 2012 and 2013, as there was no parent/subsidiary relationship between EDAG GmbH and EDAG GmbH & Co. KGaA, but rather EDAG GmbH and EDAG GmbH & Co. KGaA were sister companies under the shared parent company, ATON GmbH. The engineering division came into being over a period of time, as follows: Š Acquisition of the former EDAG Group by ATON GmbH in 2006 Š Establishment and acquisition of the shell company EDAG GmbH (on April 24, and July 24, 2012, respectively) for the acquisition of the Rücker Group, and as a future holding company of the engineering division Š Acquisition of the Rücker Group with effect from October 1, 2012 (acquisition of control by purchase with subsequent merger of Rücker AG into Rücker GmbH in 2013; merger of Rücker GmbH into EDAG GmbH in 20142) Š Acquisition of the BFFT Group with effect from January 1, 2013 EDAG GmbH & Co. KGaA3, the parent company of the former EDAG Group, was incorporated into EDAG GmbH by means of a non-cash contribution, with retrospective effect from January 1, 2014. ATON GmbH, the previous limited shareholder of EDAG GmbH & Co. KGaA, entered into a contribution, transfer, loan and post-formation acquisition agreement with EDAG GmbH on December 9, 2013. After this, all 11,718,750 limited shares in the holder’s name – ATON GmbH – each with a nominal value of €2.56 (total: €30,000,000.00) were incorporated into EDAG GmbH. The proposition was approved during the extraordinary general meeting of EDAG GmbH held on February 19, 2014. The entry in the commercial register was made on March 6, 2014. Insofar, 2014 was the first financial year in which it is possible to prepare consolidated financial statements for the newly formed EDAG Group, with its parent company EDAG GmbH. The first IFRS consolidated financial statements for EDAG GmbH as defined in IFRS 1 was drawn up for the period ending December 31, 2014 and contains the comparative period ending December 31, 2013 and the opening statement of financial position is drawn up as of January 1, 2013. With the exception of the equity components, the values in the opening statement of financial position accord with the values as of December 31, 2012. In addition, the combined figures for the 2012 financial year and as of December 31, 2011 are also given; the basis of these is presented from the next section on. When preparing the statement of financial position, the valuation rates and accounting principles applied previously in the consolidated financial statements of ATON GmbH were used. The consolidated financial statement as of December 31, 2014 and the comparative periods were prepared in accordance with the IFRS standards adopted by the European Union. In accordance with IFRS 1.3, the audited combined IFRS financial statements for ATON GmbH for the 2013 to 2011 financial years form the basis for this consolidated annual report for 2014. The comparative figures for the 2012 and 2011 financial years are shown in combination have limited comparability to the current Group’s net assets (equity). The EDAG Group applies IFRS 1.D16(a) (“predecessor accounting method”) when preparing the combined financial statement. In doing so, the EDAG Group uses the same accounting principles and valuation rates to draw up the combined financial statement as the combined EDAG companies each applied to the generation of financial information for the previous financial statements of ATON GmbH. The combined financial statement will be carried at its cost less any accumulated depreciation, as shown in ATON group financial statement at the time of the conversion to IFRS accounting standards (January 1, 2006).

2 The company was merged into EDAG GmbH with retrospective effect from January 1, 2014 (entered in the commercial register on July 22, 2014). 3 The company was merged into EDAG GmbH with retrospective effect from January 1, 2014 (entered in the commercial register on June 2, 2014).

F-34 The IFRS standards do not contain any guidelines for preparing combined financial statements. IAS 8.12 is therefore to be applied when preparing combined financial statements. IAS 8.12 calls for consideration of the most recent pronouncements of other standard setting bodies, other accounting pronouncements and acknowledged financial industry practices. The combined financial statement of the EDAG Group results from the aggregation of the net assets of EDAG Engineering GmbH, EDAG GmbH & Co. KGaA, Rücker GmbH, BFFT Holding GmbH and their direct and indirect subsidiaries. To this end, all intragroup balances, income and expenses, as well as all unrealised gains and losses on transactions between companies within the EDAG Group were eliminated when preparing the combined financial statements. Further, the financial assets and the parent company’s respective share of the equity of the subsidiaries within the EDAG Group was also eliminated. Transactions with ATON GmbH and companies in the ATON Group which do not belong to the EDAG Group are reported as transactions with related companies. In accordance with IFRS 8.13, the ATON segment “Engineering” is divided into the following segments for the EDAG sub-group: Š Vehicle Engineering Š Production Solutions Š Electrics/Electronics

5.3. Basic principles and methods 5.3.1. Basic accounting principles The consolidated financial statements of EDAG GmbH and its subsidiaries for December 31, 2014 have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), as they are to be applied pursuant to Directive No. 1606/2002 of the European Parliament and Council regarding the application of international accounting standards in the EU. In addition to the International Financial Reporting Standards, the term IFRS also includes the still valid International Accounting Standards (IAS), the Interpretations of the International Financial Reporting Committee (IFRIC) and those of the former Standing Interpretations Committee (SIC). The requirements of all accounting standards and interpretations resolved as of December 31, 2014 and adopted in national law by the European Commission and the additional requirements of German commercial law pursuant to § 315a section 3 of the German Commercial Code (HGB) have been fulfilled. In addition to the statement of financial position, the statement of comprehensive income (including profit or loss), the IFRS consolidated financial statement also includes additional components, namely the statement of changes in equity, the cash flow statement and the notes. The separate report on the risks of future development (risk management report in accordance with § 315 section 1 HGB) is included in the management report. All estimates and assessments required for accounting and valuation in accordance with the IFRS standards are in conformity with the respective standards, are regularly reassessed, and are based on past experience and other factors including expectations as to future events that appear reasonable under the given circumstances. Wherever large-scale estimates were necessary, the assumptions made are set out in the note relating to the relevant item in the following.

5.3.2. New, Changed or Revised Accounting Standards a) New and changed standards applicable for 2014 EDAG has adopted all accounting standards mandatorily effective for the first time in the financial year 2014. The following standards and interpretations were applied for the first time

F-35 in the 2014 financial year and in the two comparative periods, although they did not have any significant effect on the assets, financial and earnings situation of the consolidated financial statements. Š IAS 32 – Offsetting Financial Instruments Š IAS 36 – Recoverable Amount of Non-Financial Assets Š IAS 39 Financial instruments: Novation of Derivatives and Continuation of Hedge Accounting Š Investment Entities – Changes to IFRS 10, 11,12 Š Amendments to IFRS 10, IFRS 11 and IFRS 12: Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities – Transition Guidance Š IFRS 10 – Consolidated Financial Statements Š IFRS 11 – Joint Arrangements Š IFRS 12 – Disclosure of Interests in Other Entities Š IAS 27 – Separate Financial Statements Š IAS 28 – Investments in Associates and Joint Ventures Š Change to IFRS 7 – Financial Instruments: Disclosures – Offsetting financial assets and financial liabilities b) Standards, interpretations and changes to published standards, which are not yet mandatory for 2014, and which have not been applied prematurely by the company The following new, changed or revised, published, but not yet compulsory standards and interpretations have not yet been applied: The new, changed or revised accounting standards will be applied, without exception, from the time when use is compulsory in each given case. With the exception of IFRS 15 “Revenue from Contracts with Customers”, this is not expected to have any significant effect on the Group.

F-36 The regulations and definitions set out in IFRS 15 will replace the contents of IAS 18 “Revenue” and of IAS 11 “Construction Contracts”. The aim of the amended standards is to standardise the previous, somewhat limited provisions of the IFRS on the one hand and the extremely detailed, sometimes industry-specific US-GAAP provisions on the other, and in this way improve the transparency and comparability of financial information. According to IFRS 15, revenue is to be recognised when the customer obtains control of the promised goods and services, and can benefit from them. The critical point is no longer the transfer of significant chances and risks set out in the old regulations in IAS 18 “Revenue”. Revenue is to be evaluated with the amount of consideration the company expects to receive. The new standard establishes a five-step model for recognising revenue, and first of all requires identification of the contract with a customer and of the performance obligations in the contract. Following this, the transaction price of the contract with the customer must be determined and the price allocated to each separate performance obligation. Finally, the new standard requires recognition of revenue for each performance obligation as soon as the promised goods have been delivered or services rendered, or the customer has obtained control of the goods/services. Predetermined criteria are applied to determine whether the satisfaction of a performance obligation occurs at a point in time or over time. With multi-component contracts in particular, this could lead to significant changes in evaluation, due to the different times at which revenue is recognised and to the distribution of the transaction price to separate performance obligations. The company is in the process of assessing the impact of IFRS 15.

Published Endorsement by Compulsory by Standard / Interpretation1 the IASB use EU Commission effected planned on for IAS 1 Change: Disclosure initiative 12/18/2014 01/01/2016 4th quarter, 2015 IAS 16 / Change: IAS 16 Property, Plant and 05/12/2014 01/01/2016 3rd quarter, IAS 38 Equipment and IAS 38 Intangible 2015 Assets: Clarification of acceptable methods of depreciation and amortisation IAS 16 / Agriculture: Bearer plants 06/30/2014 01/01/2016 3rd quarter, IAS 41 2015 IAS 19 Change: Option with regard to 11/21/2013 02/01/2015 12/17/2014 accounting for defined benefit plans IAS 27 Change: Use of equity method in 08/12/2014 01/01/2016 3rd quarter, separate financial statements 2015 IFRS 9 Financial instruments 07/24/2014 01/01/2018 not known IFRS 10 / Change: Sale or Contribution of Assets 09/11/2014 01/01/2016 not known IAS 28 between an Investor and its Associate or Joint Venture IFRS 10 / Change: Investment companies – 12/18/2014 01/01/2016 1st quarter, IFRS 12 / applying the consolidation exception 2016 IAS 28 IFRS 11 Change: Accounting for acquisitions of 05/06/2014 01/01/2016 3rd quarter, interest in joint operations 2015 IFRS 14 Regulatory deferral accounts 01/30/2014 01/01/2016 not known IFRS 15 Revenue 05/28/2014 01/01/2017 3rd quarter, 2015 Various improvements to IFRS standards 12/12/2013 02/01/2015 12/17/2014 (2010 – 2012) Various improvements to IFRS standards 12/12/2013 01/01/2015 12/18/2014 (2011 – 2013) Various improvements to IFRS standards 09/25/2014 01/01/2016 3rd quarter, (2012 – 2014) 2015

1 Until 12/31/2014

F-37 5.3.3. Consolidation principles The basis for the preparation of the consolidated financial statement is formed by the individual financial statements of EDAG AG and its subsidiaries which have been presented pursuant to IAS 10, according to standardised accounting and valuation methods. All the companies included – with the exception of EDAG Engineering & Design India Private Limited, New Delhi/ India and EDAG Technologies India Private Limited, New Delhi/India – use the calendar year as their financial year. The country-specific financial statements of the Indian companies are prepared as of March 31. However, as of the balance sheet date December 31, interim financial statements were prepared according to the IFRS requirements. Capital consolidation is carried out according to the purchase method described in IFRS 3, by offsetting the acquisition costs for the company merger against the proportional equity of the subsidiary included in the consolidated financial statements upon first-time consolidation. In order to determine the proportional equity at the time of acquisition, a valuation is performed of all identifiable assets, liabilities and provisions and contingent liabilities of the acquired company, including those which were not recognized by the acquired company, at their applicable fair values attributable at the date of acquisition. Non-current assets which are classified as being held for sale pursuant to IFRS 5 are valued at the attributable fair value, less disposal costs. Should the acquisition costs exceed the fair value of the Group’s share of the identifiable assets, liabilities and provisions and contingent liabilities of the subsidiary as of the acquisition date, the excess is allocated to one or several Cash Generating Units (CGU) and accounted for separately as goodwill. At least once a year – more frequently if there is reason to believe this is indicated – an impairment test is carried out to check the intrinsic value of the company’s goodwill. In the event of impairment, unscheduled amortisation is carried out. In the event of the disposal of a subsidiary, the attributable share of the goodwill is taken into account when calculating the result of the disposal. Non-controlling interest represents the proportion of the result and the net assets which is not attributable to the Group. Shares of other shareholders are shown separately in the Group statement of comprehensive income and in the Group statement of financial position according to their shares in the attributable fair values of the identifiable assets, liabilities and provisions and contingent liabilities. This item is reported under equity in the Group statement of financial position, separately from the equity attributable to the shareholders of the parent company. Assets and liabilities, and also sales revenues, expenses and income between consolidated companies have been offset. No significant effects result from the intercompany profit consolidation, taking deferred taxes into account. The first-time valuation of joint-venture companies is carried out at acquisition cost. For the subsequent valuation, the share of the profits and losses generated after the acquisition of the company valued in accordance with the equity method is recorded through profit or loss and the investment valuation increased or decreased accordingly. The investments valued in accordance with the equity method are recorded with the proportional, newly valued equity. The statement of comprehensive income includes the Group’s share in the success of the joint venture. Changes reported directly in the equity of the joint venture are recorded by the Group in the amount of its share and – if applicable – reported in the statement of changes in equity. Profits and losses from transactions between the Group and the joint venture are eliminated in proportion to the share in the joint venture. The balance sheet date and the accounting and valuation methods for similar business transactions and results under comparable circumstances of the joint venture and the Group correspond. The sub-group consolidated financial statements for EDAG is regarded as an extract from the consolidated financial statement of the superordinate direct shareholder, ATON GmbH.

F-38 Accordingly, acquisitions of companies and also contributions and mergers within the ATON Group are reported, with reference to IAS 8.10, according to the principles of business combinations involving entities or businesses under common control, or to put it briefly, transactions under common control. As a general principle, any assets, liabilities and provisions or contingent liabilities acquired or disposed of in connection with a sale or spin-off are valuated using the fair value of the agreed consideration.

5.3.4. Companies included in the consolidation In addition to EDAG GmbH, all material subsidiaries are included in the consolidated financial statement. Subsidiaries are companies in which EDAG GmbH exercises direct or indirect control, or in which EDAG GmbH & Co. KGaA exercised control during the prior periods. Control exists when a parent company is subject to variable returns from its involvement with the subsidiary, or is enttiled to and has existing rights (articles of association, company contract or a contractual agreement) that grant the ability to affect those returns through its power over the subsidiary. With all such investments, this is based on the majority of voting rights held directly or indirectly by the parent company. The financial statements of the subsidiaries are included in the consolidated financial statements by means of consolidation from the date of gaining control until the parent company ceases to control the subsidiary. In addition to EDAG GmbH, the consolidated financial statements includes the companies listed in the note disclosures regarding shareholdings, which are fully consolidated as per IAS 27. As the inclusion of several companies individually and overall is of little importance with regard to the obligation to give a fair presentation of the net assets, financial position and results of operations of the Group, this has been waived. These subsidiaries have been reported at acquisition cost, as per IAS 39 (see notes). The following domestic incorporated and registered partnerships were included in the consolidated financial statements and group management report of EDAG AG, Wiesbaden in accordance with the regulations set out in § 291 HGB (German Commercial Code). The conditions for exemption from the preparing of the consolidated financial statement have been met. Š EDAG Production Solutions GmbH & Co. KG, Fulda Š BFFT Holding GmbH, Munich Š BFFT Fahrzeugtechnik mbH, Gaimersheim The following domestic subsidiaries, either incorporated companies or registered partnerships as defined in § 264a HGB (German Commercial Code), have satisfied the conditions as per § 264b HGB (German Commercial Code) for claiming exemption, and will therefore not be preparing management reports or publishing their annual financial statements. Š EDAG Production Solutions GmbH & Co. KG, Fulda Companies on which EDAG GmbH can, through involvement in their financial and business policies, have a significant effect (associated companies) are accounted for using the equity method as per IAS 28. As a general rule, “a significant effect” is assumed in cases where the share of voting rights is between 20 and 50 percent. Determination of when exactly the associated companies will be included in or withdrawn from the circle of companies accounted for using the equity method is analogous to the principles applicable to subsidiaries.

F-39 In the period January 1, 2012 to December 31, 2014, the group of combined or consolidated companies developed as follows:

Domestic Non-domestic Total Fully consolidated companies Included as of 01/01/2012 ...... 81523 Included for the first time in current financial year ...... 11 20 31 Withdrawn in current financial year ...... 3 3 6 Included as of 12/31/2012 ...... 16 32 48 Included for the first time in current financial year ...... 2 3 5 Withdrawn in current financial year ...... 1 – 1 Included as of 12/31/2013 ...... 17 35 52 Included for the first time in current financial year ...... 1 1 2 Withdrawn in current financial year ...... 8 8 16 Included as of 12/31/2014 ...... 10 28 38 Companies accounted for using the equity method Included as of 01/01/2012 ...... 1–1 Included for the first time in current financial year ...... – – – Withdrawn in current financial year ...... – – – Included as of 12/31/2012 ...... 1–1 Included for the first time in current financial year ...... – – – Withdrawn in current financial year ...... 1 – 1 Included as of 12/31/2013 ...... ––– Included for the first time in current financial year ...... 3 – 3 Withdrawn in current financial year ...... – – – Included as of 12/31/2014 ...... 3–3 Companies included at acquisition cost Included as of 01/01/2012 ...... 314 Included for the first time in current financial year ...... 1 4 5 Withdrawn in current financial year ...... – – – Included as of 12/31/2012 ...... 459 Included for the first time in current financial year ...... – 1 1 Withdrawn in current financial year ...... – – – Included as of 12/31/2013 ...... 4610 Included for the first time in current financial year ...... – – – Withdrawn in current financial year ...... 2 4 6 Included as of 12/31/2014 ...... 224

The companies included at acquisition cost are for the most part non-operational companies and general partners. All of the companies accounted for using the equity method are associated companies. VR-Leasing Malakon GmbH & Co Immo. KG is included as a fully consolidated company, although the Group holds only 25percent of the voting rights. On the other hand, it has an 85 percent share in the capital. Agreements under company law, however, result in control by EDAG in accordance with IFRS 10.7. EDAG is under no obligation to grant the company financial assistance. EDAG has not in the past voluntarily granted any such financial assistance, nor does the company have any intention of doing so in the future.

2012 Financial Year As of the balance sheet date December 31, 2011, 8 domestic and 15 non-domestic companies belonging to the EDAG Group with its parent company EDAG GmbH & Co. KGaA, Fulda were included in the group of consolidated companies.

F-40 EDAG GmbH, as the company is known today, was founded under the name Blitz 12-405 AG on February 8, 2012 and was entered in the commercial register on April 24, 2012. With the purchase agreement of July 24, 2012 and the general meeting held on the same date, all shares were purchased by ATON GmbH and the company’s name was changed to ATON Engineering AG. A resolution was passed at the extraordinary general meeting held on December 9, 2013 to change the name of ATON Engineering AG to EDAG Engineering AG. By resolution of the extraordinary general meeting of March 5, 2015 and with the commercial registration of March 18, 2015, EDAG Engineering AG was converted from a joint-stock company into a company with limited liability, in accordance with § 190 section 1 of the German Reorganisation of Companies Act (UmwG). On February 29, 2012, 100 percent of the shares in EDAG Engineering + Design de Mexico SA de CV, Puebla, were sold. The loss of €504 thousand incurred as a result of the deconsolidation was posted in earnings after tax from discontinued operations. In this context and on the same date, the assets, liabilities and provisions of the independent “Armouring” division of EDAG GmbH & Co. KGaA were also sold. The effects of the disinvestment are posted in cash flow from investment activities. On March 2, 2012, the assets, liabilities and provisions of EDAG Engineering + Design S.A., Matorell, were transferred to EDAG GmbH & Co. KGaA. Following this, the company was liquidated and deconsolidated. There was no deconsolidation effect. EDAG Production Solutions GmbH & Co.KG, Fulda, was founded with the spin-off and takeover agreement of March 23, 2012: this was the spin-off of a division of EDAG GmbH & Co.KGaA. Spin-off date under commercial law was January 1, 2012. EDAG Production Solutions Korea Ltd., Seoul, was founded on March 14, 2012. This is a fully owned subsidiary of EDAG Production Solutions GmbH & Co.KG, Fulda. With the purchase and transfer agreement of April 1, 2012 and with economic effect as of January 1, 2012, 100 percent of the limited partner’s shares in ED Work GmbH & Co. KG were sold to Kempfer & Kolakovic Personal Management GmbH, Jena. The profit of €3,719 thousand generated by the deconsolidation was posted under other income. On June 4, 2012, 100 percent of the shares in WMUGmbH&Co.KG, Hann. Münden, along with their subsidiary Namibian Press and Tools International Prop. Ltd., Walvis Bay, were sold to Sungwoo Hitech Co. Ltd., Busan. The sum of €-305 thousand was posted to earnings after tax from discontinued operations. EDAG Engineering and Design Co.,Ltd. Shanghai was founded on July 26, 2012. Operative business commenced on October 1, 2012, following the conclusion of an asset transfer agreement with FFT EDAG Production Systems Co., Ltd., Shanghai. BFFT Holding GmbH, Munich was acquired for €28 thousand on September 19, 2012. On September 24, 2012, EDAG GmbH acquired 58.86 percent of the shares in Rücker AG, Wiesbaden. Rücker AG is a technological design engineering company working for the international automotive, aircraft and aerospace industries. As an independent partner to numerous renowned customers, in particular in the international automotive industry, Rücker stands for German cutting edge technology. In the course of this acquisition, 7 domestic and 18 non-domestic Rücker companies were also acquired. On November 27, 2012, the proportion of voting rights was successively raised to 89.71 percent. The purchase price of the shares acquired in 2012 totalled €120,394 thousand. On December 1, 2012, Rosata Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Fulda-West KG, Grünwald, was sold to FFT EDAG Produktionssysteme GmbH & Co. KG, Fulda. This sale was a transaction under common control, as all the parties involved were already under the control of the same owner, ATON GmbH, Hallbergmoos, prior to sale. The difference between the consideration paid (purchase price €194 thousand) and the total of the Group book values of the

F-41 assets, liabilities and provisions and contingent liabilities which were sold is €1,058 thousand (deconsolidation profit). No disposed of cash and cash-equivalents were recorded.

2013 Financial Year On January 18, 2013, EDAG GmbH acquired 100 percent of the shares in BFFT Gesellschaft für Fahrzeugtechnik mbH, Gaimersheim and in BFFT Engineering GmbH, Gaimersheim via its subsidiary BFFT Holding GmbH, Munich. In the course of this acquisition, BFFT aeromotive GmbH, Gaimersheim, BFFT Hungary Kft., Györ (Hungary) and BFFT of America, Belmont, USA were also acquired. With effect from January 1, 2013, BFFT Engineering GmbH was merged with BFFT Gesellschaft für Fahrzeugtechnik mbH. BFFT Hungary Kft. is insignificant, and is therefore not included in the group of consolidated companies. The BFFT Group is a manufacture-independent engineering service provider for the automotive and aerospace industries. The company has a workforce of almost 600 employees, mainly in Gaimersheim. Most of its employees are engineers. BFFT’s most important customer is the Volkswagen Group. In the automotive field, BFFT works predominantly on the development of networked systems for vehicle electrical and electronic systems. In this business unit, BFFT handles the development of non-individualised hardware products for vehicle electronic systems as well as the development and testing of alternative drive systems. In January 2013, EDAG GmbH acquired 12,407 shares (0.148 percent) in Rücker AG, Wiesbaden at a purchase price of €199 thousand. In April and May 2013, a further 7,740 shares (0.092 percent) were acquired at a purchase price of €124 thousand. On June 30, 2013, therefore, the Group was in possession of 90.04 percent of the share capital of Rücker AG. At the time of acquisition, the book value of the minority interests was €85 thousand and €54 thousand respectively. The Group derecognised minority interests in the amount of €139 thousand, and registered an increase in the equity attributable to the shareholders of the parent company in the amount of €184 thousand. On June 28, 2013, EDAG Engineering GmbH and Rücker AG entered into a merger agreement, according to which the assets of Rücker AG, the acquired company, were transferred to EDAG Engineering GmbH, the acquiring company, by way of merger by absorption in accordance with § 2 No. 1 UmwG (German Reorganisation of Companies Act), and in connection with which the minority shareholders were excluded in accordance with § 327a section 1 AktG (German Companies Act) in conjunction with § 62 section 1, 5 UmwG. EDAG México, S.A. de C.V., Puebla, Mexico and EDAG SERVICIOS México, S.A. de C.V., Puebla, Mexico were founded on April 18, 2013.

2014 Financial Year The following companies were merged with EDAG Engineering GmbH, Wiesbaden with retrospective effect from January 1, 2014: Š EDAG GmbH & Co. KGaA, Fulda (registered on June 2, 2014) Š Rücker GmbH, Wiesbaden (registered on July 22, 2014) Š EDAG Rail GmbH, Fulda (registered on September 29, 2014) Š EDAG Aerospace GmbH, Fulda (registered on September 29, 2014) Š EDAG SIGMA Concurrent Engineering GmbH, Fulda (registered on September 29, 2014) With effect from March 31, 2014, the EDAG Group disposed of shares in the following fully consolidated companies: Š Rücker Aerospace GmbH, Hamburg Š Silver Aerospace B.V., Haarlem, Netherlands

F-42 Š Rücker France SARL, Blagnac, France Š Rücker-Sier GIE, Blagnac, France In the 2013 financial year, these four companies were classified as a disposal group, in accordance with IFRS 5. The resulting deconsolidation profit amounts to €4,567 thousand. On May 31, 2014, the shares in EKS InTec GmbH, Weingarten were sold. The resulting deconsolidation profit amounts to €7,976 thousand. In addition, the two US subsidiaries EDAG Productions LLC. and Star Design Inc.,andalsoEDAG S.A.R.L., France were deconsolidated on completion of their liquidation. The resulting deconsolidation profit amounts to €-515 thousand. On July 31, 2014, all the shares in Wolfgang Rücker Ges.m.b.H., Vienna were sold. The resulting deconsolidation profit amounts to €-228 thousand. EDAG Production Solutions RU OOO, Russia, until then not yet consolidated, was included in the group of consolidated companies for the first time. This resulted in a positive difference in the amount of €30 thousand, which was recognised through profit or loss. As a result of a strategic analysis of the various company divisions, EDAG GmbH decided to establish its Tool and Body Systems division with EDAG Werkzeug + Karosserie GmbH by way of spin-off for absorption (spin-off in accordance with § 123 section 3 No. 1 UmwG). In this context, FFT Produktionssysteme GmbH & Co. KG, Fulda acquired 51 percent of the shares in the company. The deconsolidation profit resulting from the transitional consolidation amounts to €14,424 thousand. With the sales and assignment agreement dated December 12, 2014, 49 percent of the shares in Zweite FOM Beteiligungs GmbH, Heidelberg, and on the same date 49 percent of the limited partner’s shares in Zweite FOM Objekt GmbH & Co. KG, Heidelberg were acquired.

5.3.4.1. Acquisitions The following table gives an overview of the PPA (Purchase Price Allocation) of acquisitions in 2013 and 2012: in € thousand 2013 2012 Purchase price for shares on date of initial consolidation ...... 49,806 78,916 Net assets at book values, proportionate ...... 20,318 18,263 Difference ...... 29,488 60,653 Adjustment to fair values Non-current assets, proportionate ...... 14,355 23,083 Other intangible assets, proportionate ...... 14,355 23,083 TOTAL assets, proportionate ...... 14,355 23,083 Non-current liabilities and provisions, proportionate ...... – 250 TOTAL liabilities and provisions, proportionate ...... – 250 TOTAL adjustments to fair values ...... 14,355 22,832 Deferred tax liabilities on adjustments, proportionate ...... 4,242 6,705 Remaining goodwill ...... 19,375 44,525

The assets, liabilities and provisions acquired have been recognised at fair value in the purchase price allocation, in accordance with IFRS 3. The most significant influence of the purchase price allocation on the statement of financial position and profit or loss resulted from the fair value adjustment of the intangible assets. The intangible assets include in particular existing customer relations, software licences and orders on hand. The deferred tax liabilities reported relate in particular to the re-evaluation of

F-43 intangible assets. The remaining difference between the purchase price and the proportionate fair values was reported as goodwill. This consists primarily of non-separable values for the knowledge of the employees and benefits from the expected synergies with other companies. The fair value of these intangible assets cannot be assessed with any certainty.

1. Acquisition of Rücker AG, Wiesbaden on September 24, 2012 The acquisition cost for the purchase of 58.86 percent of the shares in Rücker AG, Wiesbaden on September 24, 2012 amounted to €78,916 thousand. The cash outflows due to the acquisition of the company were as follows:

CASH OUTFLOW DUE TO THE ACQUISITION OF THE COMPANY in € thousand 2012 Outflow of cash and cash equivalents, total ...... 78,916 Cash and cash equivalents acquired with the subsidiary ...... 12,497 Actual cash outflow ...... 66,419

All of the remaining shares were acquired in 2012 und 2013. The derecognised minority interest was offset against equity with no effect on profit or loss. The effects are shown in the table below. in € thousand 2012 2013 Book value of non-controlling shares ...... 17,809 6,611 Purchase price of non-controlling shares ...... 41,478 14,424 Difference recorded in equity ...... 23,669 7,813

The following table sets out the assets, liabilities and provisions identified for the acquisition of the company and assumed at the time of acquisition.

Adjustments Historical to fair Fair values at in € thousand book values (IFRS) values time of acquisition Intangible assets ...... 1,446 35,179 36,625 Property, plant and equipment ...... 24,109 4,037 28,146 Other non-current assets ...... 1,364 – 1,364 Non-current assets ...... 26,919 39,216 66,135 Inventories ...... 648 – 648 Other current assets ...... 43,274 – 43,274 Cash and cash-equivalents ...... 12,497 – 12,497 Current assets ...... 56,419 – 56,419 TOTAL assets ...... 83,338 39,216 122,554 Pension provisions ...... 6,686 425 7,111 Non-current financial liabilities ...... 6,263 – 6,263 Other non-current liabilities and provisions . . . 1,609 11,391 13,000 Non-current liabilities and provisions ...... 14,558 11,816 26,374 Current financial liabilities ...... 11,627 – 11,627 Accounts payables ...... 7,982 – 7,982 Other current liabilities and provisions ...... 18,143 – 18,143 Current liabilities ...... 37,752 – 37,752 TOTAL liabilities ...... 52,310 11,816 64,126 Acquired net assets / purchase price ...... 31,028 27,400 58,428

F-44 As a result of the inclusion of the company, sales revenues have increased by €48,344 thousand, and earnings after tax by €213 thousand. Had the inclusion of the company been effected by January 1, 2012, group sales revenues would have been €189,355 thousand higher, and earnings after tax €7,602 thousand higher.

2. Acquisition of BFFT Gesellschaft für Fahrzeugtechnik mbH on January 18, 2013 The acquisition costs of the company merger amounted to a total of €49,805 thousand. Incidental acquisition costs in the amount of €476 thousand were also incurred in this context, and were posted as expenses in operating result. The cash outflows due to the acquisition of the company were as follows:

CASH OUTFLOW DUE TO THE ACQUISITION OF THE COMPANY in € thousand 2013 Outflow of cash and cash equivalents ...... 49,806 Cash and cash equivalents acquired with the subsidiary ...... 1,276 Actual cash outflow ...... 48,530

The following table sets out the assets, liabilities and provisions identified for the acquisition of the company and assumed at the time of acquisition.

Historical Adjustments Fair values at in € thousand book values (IFRS) to fair values time of acquisition Customer relations ...... – 12,930 12,930 Orders on hand ...... – 1,362 1,362 Technology ...... – 63 63 Property, plant and equipment ...... 4,559 – 4,559 Non-current accounts receivable and other non-current receivables ...... 12,009 – 12,009 Other non-current assets ...... 1,079 – 1,079 Non-current assets ...... 17,647 14,355 32,002 Accounts receivable and other receivables . . . 10,380 – 10,380 Other current assets ...... 994 – 994 Cash and cash-equivalents ...... 1,276 – 1,276 Current assets ...... 12,650 – 12,650 TOTAL assets ...... 30,297 14,355 44,652 Financial liabilities ...... 1,820 – 1,820 Accounts payables ...... 2,168 – 2,168 Other current liabilities ...... 5,446 – 5,446 Deferred tax liabilities ...... 545 4,242 4,787 TOTAL liabilities and provisions ...... 9,979 4,242 14,221 Acquired net assets / purchase price ...... 20,318 10,113 30,431

As a result of the company merger, the EDAG Group’s sales revenue increased by €50,237 thousand in the 2013 financial year, and the earnings after tax for the year by €1,898 thousand.

3. Inclusion of EDAG GmbH & Co. KGaA The transaction was carried out as part of a mixed non-cash contribution agreement. On the one hand, new shareholder rights in the amount of €19,950 thousand were granted, while on the other hand, a liability in the amount of €40,000 thousand was recognised and promptly paid.

F-45 The cash outflows due to the acquisition of the company were as follows:

CASH OUTFLOW DUE TO THE ACQUISITION OF THE COMPANY in € thousand 2014 Outflow of cash and cash equivalents ...... 40,000 Cash and cash equivalents acquired with the subsidiary ...... 14,095 Actual cash outflow ...... 25,905

Accounting was carried out within the framework of a common control transaction. The assets, liabilities and provisions were continued at the carrying values from the consolidated financial statement of the ultimate parent company (IFRS 1.D16(a) “predecessor accounting method”). For ease of comparison and for reasons of transparency, the results, assets, liabilities and provisions were shown in the earliest period represented. The following table sets out the assets, liabilities and provisions identified for the acquisition of the company.

Historical Adjustments Fair values at in € thousand book values (IFRS) to fair values time of acquisition Intangible assets...... 6,680 – 6,680 Property, plant and equipment ...... 58,657 – 58,657 Financial assets ...... 129 – 129 Non-current accounts receivable and other non-current receivables ...... 398 – 398 Other non-current assets ...... 281 – 281 Non-current assets ...... 66,145 – 66,145 Inventories ...... 17,806 – 17,806 Accounts receivable and other receivables . . . 131,784 – 131,784 Other current assets ...... 3,718 – 3,718 Cash and cash-equivalents ...... 14,095 – 14,095 Current assets ...... 167,403 – 167,403 TOTAL assets ...... 233,548 – 233,548 Provisions ...... 25,129 – 25,129 Financial liabilities ...... 22,081 – 22,081 Accounts payables ...... 50,760 – 50,760 Other current liabilities ...... 30,133 – 30,133 Deferred tax liabilities ...... 4,255 – 4,255 TOTAL liabilities and provisions ...... 132,358 – 132,358 Acquired net assets ...... 101,190 – 101,190

F-46 5.3.4.2. Disinvestments The following table provides an overview of the assets, liabilities and provisions of disinvestments in the period 2014 to 2012 at the time of deconsolidation:

in € thousand 2014 2013 2012 Intangible assets ...... 613 – 470 Property, plant and equipment ...... 9,805 – 30,242 Financial assets ...... 114 – 97 Non-current accounts receivable and other non-current receivables . . . 109 – – Deferred tax assets ...... 416 – 268 Non-current assets ...... 11,057 – 31,077 Inventories ...... 5,794 – 23,158 Accounts receivable and other receivables ...... 17,921 – 18,931 Other current assets ...... – – 152 Cash and cash-equivalents ...... 4,737 – 139 Current assets ...... 28,452 – 42,379 TOTAL assets ...... 39,509 – 73,456 Non-current provisions ...... 672 – 113 Non-current financial liabilities ...... 1,911 – 10,392 Other non-current liabilities ...... 108 – – Deferred tax liabilities ...... 199 – 376 Non-current liabilities and provisions ...... 2,889 – 10,882 Current provisions ...... 550 – 244 Current financial liabilities ...... 950 – 4,828 Current accounts payables ...... 7,837 – 9,442 Other current liabilities ...... 4,039 – 8,533 Tax liabilities ...... 156 – – Current liabilities and provisions ...... 13,533 – 23,047 TOTAL liabilities and provisions ...... 16,422 – 33,929 Net assets ...... 23,087 – 39,528

5.3.5. Currency conversion For initial recognition, foreign currency transactions in the individual annual financial statements accounts of the Group companies included are valued using the exchange rate at the time of the business transaction. Monetary assets and debts in a foreign currency (cash and cash- equivalents, receivables and liabilities) are valued at the spot exchange rate on the balance sheet date. The exchange rate gains and losses arising from the valuation or settlement of monetary items are shown in the statement of comprehensive income . Equity and non- monetary items are valued at historical rates. The annual financial statements of the foreign Group companies are converted into euros, on the basis of the concept of functional currency, as per the modified reference date rate method (functional currency of the Group). Due to the fact that the subsidiaries conduct their business with financial, commercial and organisational independence, the functional currency is always identical to the national currency of the company in question. In the consolidated financial statements, therefore, the expenses and revenues from subsidiaries’ financial statements drawn up in a foreign currency are converted at average rates of exchange for the year, while assets, liabilities and provisions are converted at year-end exchange rates. The currency difference arising from the conversion of equity is posted as a separate item. The conversion differences resulting from differing exchange rates between the statement of financial position and the

F-47 statement of comprehensive income are also disclosed as a separate item and recognized directly in equity. When dealing with the disposal of a subsidiary, the currency translation differences recorded in equity during the years it belonged to the group are reversed to profit or loss. Currency conversion was based on the following exchange rates.

Currency Average exchange rate for 1 EUR = Nat. Spot rate on balance sheet date period Country currency 12/31/2014 12/31/2013 12/31/2012 01/01/2012 2014 2013 2012 Great Britain ..... GBP 0.7789 0.8337 0.8161 0.8367 0.8064 0.8493 0.8111 Brazil ...... BRL 3.2207 3.2576 2.7036 2.4137 3.1152 2.8668 2.5099 USA ...... USD 1.2141 1.3791 1.3194 1.2932 1.3289 1.3282 1.2856 Malaysia ..... MYR 4.2473 4.5221 4.0347 4.1010 4.3475 4.1854 3.9696 Australia ..... AUD 1.4829 1.5423 1.2712 1.2714 1.4724 1.3769 1.2414 Hungary ..... HUF 315.54 297.0400 292.30 312.82 308.725 296.9395 289.2938 India ...... INR 76.719 85.366 72.56 68.5855 81.0747 77.8722 68.6376 China ...... CNY 7.5358 8.3491 8.2207 8.1435 8.1884 8.1656 8.1102 Mexico ...... MXN 17.8679 18.0731 17.1845 18.0725 17.6633 16.9631 16.9088 Czech Republic . . . CZK 27.735 27.427 25.151 25.822 27.5357 25.9873 25.1451 Switzerland . . CHF 1.2024 1.2276 1.2072 1.2165 1.2146 1.2312 1.2053 Poland ...... PLN 4.2732 4.1543 4.0740 4.458 4.1848 4.2088 4.1842 Romania ..... RON 4.4828 4.471 4.4445 4.3309 4.4444 4.4193 4.4582 Russia ...... RUB 72.337 45.3246 40.3295 41.6868 51.0183 42.3239 39.9308 Sweden ..... SEK 9.393 8.8591 8.582 8.9171 9.0970 8.6374 8.7055 Japan ...... JPY 145.23 144.72 113.61 100.0700 140.3797 129.6615 102.6223 South Korea ..... KRW 1,324.80 1,450.93 1,406.23 1,499.59 1,399.1114 1,453.85 1,447.89 Namibia ..... NAD 13.7542 14.566 11.1727 10.4763 14.4074 12.8285 10.5641

5.3.6. Accounting and valuation principles The consolidated financial statement has been prepared on the basis of historical acquisition/ production costs. The one exception to this rule are specific financial instruments which are reported on the basis of the attributable fair value. When preparing the consolidated financial statement as of December 31, 2014, the same basic accounting and valuation methods were applied as for calculating the comparative figures.

5.3.6.1. Realisation of income and expenses Income is measured at the attributable fair value for the consideration received or to be received for the sale of goods and services within the context of the ordinary business activity, less the price reductions and volume discounts granted by the company. VAT and other duties are not taken into account. Income is reported if the economic benefit is likely to accrue to the Group, and the amount of the income can be reliably ascertained. With the sale of goods and services, this is the point in time at which ownership and risk are transferred, or the service is performed. Income from construction contracts is reported as income with reference to the stage of completion, if the result of the construction contract can be reliably estimated (percentage of completion method, PoC method). This is the case if the total income, any costs incurred up to the balance sheet date, any costs anticipated until the order has been completed, and the stage of completion can all be reliably ascertained. The stage of completion is ascertained on the basis of the costs incurred by the balance sheet date, as a percentage rate of the total costs estimated for the respective project. If the result of a construction contract cannot be reliably forecast, income is only posted to the extent to which the costs incurred can be recovered (zero-profit method).

F-48 In the statement of financial position, the parts of the order for which income has been accounted for with the PoC method are posted to accounts receivable, after deducting the advance payments received. Expected losses from construction contracts are initially offset on the asset side with the status as of the reference date, and the remainder is immediately posted in its full amount as pending loss. If the sale of products encompasses an ascertainable partial amount for subsequent services (“multi-component contracts”), the attributable sales revenues are accrued and released over the term of the contract, affecting net income. Release is generally proportional to the anticipated cost behaviour pattern. Interest income and expenses are posted on a pro rata temporis basis, applying the effective interest method. Dividends are recorded when entitlement is legally effective. Operating expenses are posted as costs when the service is utilised, or at the time they are incurred.

5.3.6.2. Research and development costs For accounting purposes, research costs are defined as costs relating to targeted investigations which are intended to deliver new scientific or technical findings and insights. Development costs are defined as expenses relating to the application of research results or technical knowledge in production, production processes, services or goods prior to the start of commercial production or use. The EDAG Group mainly provides customers with development services which can then be capitalised within the context of a customer project, and subsequently accounted for. Research costs are immediately posted to profit or loss. Development costs are capitalised if they fulfil specific, precisely defined valuation criteria (IAS 38.57). Capitalisation is effected if the development activity is sufficiently certain to lead to future inflows of funds which will also cover the corresponding development costs. Production costs include directly attributable costs and directly attributable material and production overheads, and also interest on borrowed capital, where this is applicable. Depreciation begins on completion of development, when the asset is available for use. Depreciation is recognised on a straight line basis, over the period during which sales revenues are anticipated. During the development period, in which the asset is not yet in use, it is reviewed annually with regard to impairment. In the reporting year, research and development expenses amounted to €2,403 thousand (2013: €1,605 thousand; 2012: €1,147 thousand).

5.3.6.3. Other intangible assets Intangible assets are posted as per IAS 38 (“Intangible Assets”), and capitalised accordingly if (a) the intangible asset is identifiable (i.e. it is separable or results from contractual or other right), (b) it is likely that the future economic benefit (e.g. liquid funds or other benefits, such as cost savings), which results from the asset which will flow to the company and, (c) the costs of the intangible asset can be reliably measured. The intangible assets of the EDAG Group include customer relations, concessions, industrial property rights and similar rights, IT software, goodwill and capitalised development costs.

F-49 Intangible assets acquired for consideration are capitalised at acquisition cost and written off over their useful life. The amortisation of intangible assets, with the exception of goodwill, is always carried out on a straight line basis, over the following period:

Years Customer relations ...... 8-10 Capitalized orders on hand ...... 1 Capitalized development services ...... 3-5 Concessions, industrial property rights and similar rights ...... 4-6 IT software ...... 3-8

Amortisation begins as soon as the asset can be used, i.e. when it is at the location and in the condition necessary for it to be capable of operating in the manner intended by management. Impairments are accounted for by means of unscheduled amortisation. Should reasons for unscheduled amortisation be discontinued, corresponding write-ups are carried out to the recoverable amount, which must not exceed the acquisition costs carried forward. The development costs for a project are only capitalised as an intangible asset if the technical implementation, the intention of completion and the utilisation or sale of the intangible asset can be demonstrated. Production costs cover the directly and indirectly attributable costs, and also, in the case of qualified assets in accordance with IAS 23, borrowing costs incurred during the production period. They are amortised on a straight-line basis over their estimated useful lives, which as a rule is not longer than five years. In cases in which no own intangible asset can be recognised, the development costs are recognised as expenses in the period in which they occur. Goodwill is tested for possible impairment once a year. In the event of incidents or changed circumstances indicating a possible reduction in value, the impairment review is to be carried out more frequently. Further details of the procedure to be followed in the annual impairment tests can be found in the section “Impairment”.

5.3.6.4. Impairment For each balance sheet date, or more frequently should incidents indicate the necessity, the Group checks the book values of the intangible assets and property, plant and equipment, to determine whether or not there is any evidence indicating impairment. Should this be the case, the recoverable amount of the asset in question is ascertained and compared with its book value, to determine the value of any adjustment that might need to be made. Should it not be possible to determine a recoverable amount for an individual asset, the recoverable amount is determined for the smallest identifiable group of assets which generates cash and to which the individual asset can be allocated (cash generating units). The goodwill value or company value is divided up and assigned to the CGUs, and recoverability is tested at this level. The CGU residual book value is compared with the recoverable amount, i.e. with the net sales price or value in use, whichever is the greater of the two. The net sales price is the revenue which can be achieved by selling an asset, in a transaction using market conditions between two qualified parties willing to enter into a contract (attributable fair value), less disposal costs. The EDAG Group first determines the value in use in the course of the impairment test. Should this prove to be lower than the book value, the net disposal value after deduction of the disposal costs is determined. The cash generating unit’s value in use is equal to the present value of the cash flow which, taking into account the continual usage of the strategic business unit and its disposal, can be expected at the end of its useful life. Payment prognosis is based on the current, long-term plans of the EDAG Group. The planning period is three years. At EDAG, the cost of capital is calculated as the weighted average of the equity and debt capital costs; the crucial factor here being the proportion of each of the total capital. The equity cost rate is determined with the Capital Asset Pricing Model (CAPM), from a zero-coupon

F-50 bond interest rate with a time to maturity of 30 years plus a risk premium equivalent to one of the separate CGUs. Return on equity is 9.70 percent (2013: 10.60 percent; 2012: 9.40 percent). The borrowing costs used amount to 1.33 percent (2013: 2.45 percent; 2012: 2.45 percent), and represent the long-term funding conditions. Both components are derived from information on the capital market, and represent an interest rate before tax. The resulting WACC is 9.00 percent (2013:10.20 percent; 2012: 9.05 percent). There are no specific capitalisation rates for the segments, as the peer group is identical in all cases. The planning is based on expectations with regard to the future development of the global economy, on assumptions derived from the development of the engineering market, and on concrete customer commitments relating to individual projects. A perpetuity growth rate of one percent (previous year: also one percent) has been taken into account. In cases in which the book value of the cash generating unit is higher than its recoverable amount, then there is a depreciation loss in the amount of the difference. The initial step is, taking the amount of this adjustment, which is posted as expense, to amortise the goodwill of the strategic business unit concerned. Any remaining sum is spread, proportional to the book values, across the other assets of the relevant strategic business unit. The following table shows the EDAG Group’s CGUs along with their goodwill. in € thousand 2014 2013 2012 Vehicle engineering ...... 44,340 44,340 44,340 Production solutions ...... 185 185 185 Electrics / electronics ...... 19,378 19,378 3 Total ...... 63,903 63,903 44,528

As in the comparative periods, there was no need for adjustments to be made to goodwill. Even if the equity cost rate is increased by 100 basis points, there is still no need for any adjustment to be made to the other cash generating units. Should reasons for unscheduled amortisation be discontinued, corresponding write-ups are carried out. Write-ups are only carried out if changes have been made to the estimates used to determine the recoverable amount since the last time the expense incurred for impairments was recorded. If this is the case, then the book value of the asset is increased to its recoverable amount, but not more than its carried-forward acquisition cost, without taking into account any expense for impairment. Unscheduled depreciation of goodwill is not corrected by means of write-ups. Unscheduled amortisation and/or write-ups are recorded as operating results in the statement of comprehensive income if continuing operations are involved. This does not apply, however, to newly rated assets if the profit/loss arising from the re-evaluation is recorded under equity. In this case, the depreciation is recorded in equity, up to the amount from a previous re- evaluation.

5.3.6.5. Property, plant and equipment Property, plant and equipment are reported pursuant to IAS 16 and capitalised accordingly if (a) it is likely that the company will derive future economic benefit, and (b) the acquisition or production cost of the plant and equipment can be valued reliably. Property, plant and equipment are valued at historical acquisition or production cost less scheduled, straight-line depreciation. Unscheduled depreciation is recognised if impairments exist. According to IAS 36 (Impairment of Assets), such impairments are ascertained on the basis of comparisons with the discounted future cash flows.

F-51 The following useful lives are used as a basis for the depreciation:

Years Buildings ...... 10-60 Technical equipment ...... 12-25 Machinery ...... 8-25 Vehicle fleet ...... 5 Hardware ...... 3-4 Tools ...... 5 Other operating and office equipment ...... 3-20

Buildings and installations on external properties are depreciated over the term of the rental contracts or their useful life, if this is lower. The acquisition costs are composed of the acquisition price, ancillary acquisition costs and subsequent acquisition costs, less acquisition price reductions received. If an obligation exists to shut down or dismantle a property, plant and equipment asset at the end of its useful life, or to restore a site to its former condition, the estimated cost of this work increases the acquisition cost of the asset, which is seen alongside a provision to be posted on the liability side. In addition to directly attributable costs, the production costs for self-built facilities also include directly attributable material and production overheads, as well as the general administration costs for the divisions dealing with building the facility. Tools that are owned by the Group are capitalised at acquisition or production cost. Investment subsidies and allowances are offset against acquisition or production costs. Capitalisation of subsequent acquisition or production costs is carried out if a future economic benefit will accrue from the costs associated with the property, plant and equipment. Maintenance and repairs are posted through profit or loss. Property, plant and equipment are split into components at the lowest level, if these components have useful lives which differ significantly from one another and these components will probably need to be replaced or overhauled at some point during the entire life of the facility. Profits or losses on asset disposals are posted under other operating income or expenses. Property, plant and equipment is derecognised either on disposal, or at such time as no further economic benefit is anticipated from the continued use or disposal of the asset.

5.3.6.6. Leasing Group as the Lessee Leasing transactions are classified either as finance leases or operating leases. Leasing transactions in which the Group, as the lessee, bears all the significant risks and rewards associated with ownership are treated as finance leases. Accordingly, the Group capitalises the leasing object at the time of concluding the leasing relationship at either the attributable fair value or the net present value of the minimum leasing instalments, whichever is lower, and then depreciates the leasing object over the estimated useful economic life or the shorter contractual period. At the same time, a corresponding liability is created which is repaid and carried forward during the subsequent period, according to the effective interest method. All other leasing transactions in which the Group acts as lessee are treated as operating leases. In this case, leasing payments are recognised as expenses on a straight line basis, throughout the contract period.

Group as the Lessor Leases which do not substantially transfer all the risks and rewards associated with ownership from the Group to the lessee are classified as operating leases. Initial direct costs incurred on

F-52 account of the negotiations relating to and the conclusion of an operating leasing contract are added to the book value of the leased object and recognised as expenses corresponding to the income from rents, throughout the contract period.

5.3.6.7. Public sector benefits Public sector benefits are only recorded if there are reasonable grounds for certainty that the associated conditions can be fulfilled and the benefits granted. Taxable and tax-exempt state benefits for the acquisition of non-current assets are posted as a reduction of the acquisition and manufacturing costs for the acquired and self-produced assets. Profit-related benefits are always posted to profit or loss using the entity method in the periods during which the costs to be compensated are incurred. In contrast, subsidies for short-time working benefit are presented using the equity method.

5.3.6.8. Investment property Investment property covers all real estate held for the purpose of earning income from rents, as long-term capital growth, or which is used for neither production nor administrative purposes. Property held as financial investments is valued at carried-forward acquisition cost in the statement of financial position, and depreciated on a straight line basis over 30 - 50 years.

5.3.6.9. Inventories Assets which are held for sale in the ordinary course of business (finished goods, finished services and merchandise) which are being produced for sale (unfinished goods and service), or which are utilised within the context of manufacturing products or supplying services (raw materials and supplies) are reported as inventories, in accordance with IAS 2. Inventories are valued either at acquisition or manufacturing cost or at their net sales value, whichever of the two is the lower, i.e. the recoverable sales proceeds during the ordinary course of business, less the estimated production and sales costs. The acquisition or manufacturing costs of inventories include all costs of acquisition and manufacturing which have been incurred in order to place the inventories at the current location and in their current condition. Acquisition or manufacturing costs are determined on the basis of the average method. The manufacturing costs include all directly attributable costs and production-related material and production overheads, including depreciation on production-related assets. Inventory risks that result from limited viability or a substantial storage period are taken into account by making corresponding adjustments. Administration costs are taken into account if they are attributable to production.

5.3.6.10. Financial instruments General information A financial instrument is a contract that simultaneously results in the creation of a financial asset for one company and a financial liability or equity instrument for another company. Financial instruments in the sense of IAS 39 include financial assets which are valued at the attributable fair value, affecting net income, loans and receivables, financial investments held to maturity or financial assets available for sale. In particular, these include cash and cash equivalents, accounts receivable, other granted loans and receivables and original and derivative financial assets held for trading. Financial liabilities regularly constitute claims for repayment in cash or another financial asset. In the sense of IAS 39, these include financial liabilities valued at the attributable fair value affecting income, and financial liabilities that are measured at amortised costs. In particular, these include accounts payable, liabilities due to credit institutions, liabilities from finance leases, bonded loans and derivative financial liabilities, as well as bonds and other secured liabilities.

F-53 With first-time recognition of financial liabilities, these are valued at their attributable fair value. In the process, the transaction costs that are directly attributable to the acquisition must be taken into account for all financial assets which are not subsequently valued at the attributable fair value affecting income. As a rule, financial instruments are valued as soon as EDAG becomes a contractual partner under the regulations of the financial instrument (trading date). In general, financial assets and financial liabilities are not offset; they are only netted if a right to offsetting exists and the intent is to settle on a net basis The company defines the categorisation of its financial assets and/or financial liabilities upon their initial recognition and reviews this classification at the end of each financial year, to the extent that this is admissible and appropriate. Reclassifications are carried out at the end of the financial year if these are admissible and appear necessary. The attributable fair values posted in the statement of financial position generally correspond to the market prices of the financial assets. Should these not be directly available, they are calculated on the basis of recognised valuation models and -the current market parameters. To this end, the cash flows that are already defined or determined on the basis of the current yield curve via forward rates are discounted on the valuation date, using the discount factors from the yield curve that applies on the reference date. The middle rates are used.

Financial assets Financial assets at fair value through profit or loss The group of financial assets valued at the attributable fair value, affecting income, includes the financial assets held for trading which are classified at financial assets to be valued at the attributable fair value, upon first-time valuation. Financial assets are categorised as being held for trading if they are acquired for the purpose of disposal within the foreseeable future. Profits or losses from financial assets held for trading are posted to profit or loss. When recognised for the first time, financial assets may be designated as financial assets affecting income, at the attributable fair value if the following criteria are fulfilled: (a) the classification eliminates or reduces significant incongruities which would arise with other valuations of assets or the posting of profits and losses at different valuation methods would result; or (b) the assets are part of a group of financial assets which are controlled according to a documented risk management strategy and their performance is assessed on the basis of the attributable fair value; or (c) the financial asset includes an embedded derivative to be posted separately. The financial assets that are valued at the attributable fair value affecting income mainly include derivative financial instruments, such as forward exchange contracts which are not involved in an effective collateral relationship pursuant to IAS 39 and must therefore be categorised as “held for trading”, other investments or specific securities. So far, EDAG has not made any use of the option to designate financial assets being recognised for the first time as financial assets affecting income, at the attributable fair value (Financial Assets at Fair Value Through Profit or Loss).

Cash and cash-equivalents The cash in the statement of financial position includes cheques, cash balances and deposits with banks, with a term of up to three months. The cash equivalents in the statement of financial position include current, extremely liquid financial investments which can be converted into payment instruments at any time, and are only subject to insignificant value fluctuation risks. Cash and cash equivalents are measured at amortised costs. The financial funds in the consolidated cash flow statement are delineated according to the definition above.

Receivables Accounts receivable and other current receivables are measured at amortised cost, using the effective interest method (net method) if applicable. The value adjustments which are carried

F-54 out in the form of allowances for doubtful accounts sufficiently satisfy the anticipated risks of default; concrete defaults result in the derecognition of the relevant receivables. Some of the value adjustments to accounts receivable and other receivables are carried out using value adjustment accounts. The decision regarding whether a default risk should be accounted for using a value adjustment account or by directly reducing the receivable depends on the degree of reliability of the assessment of the risk situation. Due to the various business fields and differing regional conditions involved, the final assessment is the responsibility of the persons responsible for the individual divisions. EDAG does not carry out any generalised or portfolio adjustments. Other non-current receivables are valued using the effective interest method, at carried-forward acquisition cost.

Financial investments held to maturity Financial investments held to maturity are are non-derivative financial assets with fixed or determinable payments and fixed terms, which EDAG intends and is able to keep until their final maturity dates, but not any which are carried at fair value, classified as available for sale, or meet the criteria for the category “receivables” at the time of their first inclusion in the statement of financial position. These financial assets are measured using the effective interest method, with amortised costs. Certain securities, for instance, come under this category.

Financial investments available for sale The other original financial assets are categorised as “available for sale” and are always valued at either book value or attributable fair value. Financial assets available for sale are non- derivative financial assets which are classified as being available for sale and do not come under one of the above-mentioned categories. The profits and losses resulting from the valuation with the attributable fair value are posted to equity, without affecting income. This does not apply if permanent and/or significant impairments and currency-related changes in value of debt capital instruments which are posted with an effect on income are involved. The accumulated profits and losses from the valuation of the attributable fair value shown in equity are not posted to the statement of comprehensive income until the financial assets have been disposed of. Non- listed equity instruments are valued at their acquisition costs (less impairments, if applicable). Under certain circumstances, other investments (e.g. non-operational companies) and certain securities, the acquisition cost of any one of which must not exceed €30 thousand, also come under this category. Interest received from or paid on financial investments is posted as interest income or interest expense. The effective interest method is used. Dividends from financial instruments are posted as “dividends received”, affecting income, when the legal claim to payment is created.

Impairment On each reporting date, the book values of the financial assets which cannot be valued at the attributable fair value affecting net income are checked to see whether there are substantial, objective indications of impairment (such as the debtor being in serious financial difficulties, the high probability of insolvency proceedings being instituted against the debtor, the loss of an active market for the financial asset, significant changes to the technological, economical, legal or market environment of the issuer, a continuing fall in the attributable fair value of the financial asset to below the amortised costs). Any impairment on account of a lower attributable fair value, compared to the book value, are posted to profit or loss. Should any impairments of the attributable fair value of financial assets available for sale have been posted to equity without affecting income, then the value of the impairment calculated for these is to be eliminated from equity and posted to the statement of comprehensive income. If, during evaluations carried out at a later date, it should transpire that the attributable fair value has

F-55 objectively increased as a result of circumstances occurring after the impairment was determined, then the impairment is withdrawn from equity instruments accordingly, without affecting income; impairments of debt instruments, on the other hand, are withdrawn through profit and loss. Impairments pertaining to non-listed equity instruments which are available for sale and posted with the acquisition costs, must not be withdrawn. The fair value of securities held to maturity and the fair value of loans and receivables measured at amortised costs, both to be defined during the impairment test, are equivalent to the cash value of the estimated future cash flows discounted at the value of the original effective annual interest rate. The fair value of non-listed equity instruments measured at amortised costs is the cash value of the expected future cash flows discounted at the value of the current interest rate, equivalent to the investment’s specific risk situation.

Derecognition A financial asset (or part of a financial asset, or part of a group of similar financial assets) is derecognised when one of the following three conditions has been fulfilled: Š The contractual rights to draw on the cash flows from a financial asset have expired. Š Although the Group retains the rights to draw on the cash flows from financial assets, it has, however, accepted a contractual obligation requiring the immediate payment of the cash flows to a third party, within the context of an agreement which meets the requirements of IAS 39.19 (“pass-through arrangement”), and in doing so has essentially neither transferred nor retained all risks and chances appertaining to the ownership of the financial asset, but has nevertheless transferred the authority to dispose of the asset. Š The Group has transferred its contractual rights to draw on cash flows from a financial asset, and in doing so has either (a) essentially transferred all risks and chances appertaining to the ownership of the financial asset, or (b) essentially neither transferred nor retained all risks and chances appertaining to the ownership of the financial asset, but has nevertheless transferred the authority to dispose of the asset. If the Group transfers its contractual rights to cash flows from an asset, without in essence transferring all risks and chances appertaining to the ownership of this asset, and also retains the authority to dispose of the transferred asset, the Group continues to include the transferred asset in the volume of its ongoing commitments. If the form of the ongoing commitments guarantees the transferred asset, then the volume of the ongoing commitments is equivalent to the lower amount from the original book value of the asset and the maximum amount of the consideration received, which the Group might be liable for.

Financial liabilities Financial liabilities measured at amortized costs Accounts payable and other financial liabilities are always valued using the effective interest method, at carried-forward acquisition cost.

Derecognition A financial liability is derecognised when the obligation on which it is based has been fulfilled, cancelled, or has expired. If an existing financial liability is exchanged for another financial liability of the same loan creditor with substantial differences in contractual conditions, or if the conditions appertaining to an existing liability are considerably altered, then any such exchange or alteration is treated as the derecognition of the original liability and the recognition of a new liability. The difference between the book values is posted to profit or loss.

F-56 Derivative financial instruments EDAG uses derivative financial instruments, such as forward exchange contracts and interest rate swaps, to secure interest rate and currency risks resulting from operating activities, financial transactions and financing. Derivative financial instruments are neither held nor issued for speculative purposes. The derivative financial instruments are valued at attributable fair value when posted for the first time. The fair values are also relevant for subsequent valuations. The fair value of traded derivative financial instruments corresponds to the market value. This value can be positive or negative. If no market values are available, the fair values must be calculated using recognised actuarial models. For derivative financial instruments, the fair value corresponds to the amount which EDAG either received or paid on maturity of the financial instrument, as of the reporting date. This is calculated using the relevant exchange rates and interest rates on the reporting date. Middle rates are used for the calculations. The fair value of forward exchange contracts is determined using the current forward exchange rates for contracts with similar maturity structures. The fair value of interest rate swap contracts is determined using valuation models. Market parameters of similar instruments that can be observed are also included in these. EDAG therefore carries out hedging measures which, while not fulfilling the strict requirements of IAS 39, still contribute towards effectively hedging the financial risk, as per the principles of risk management. Nor does EDAG apply hedge accounting in accordance with IAS 39 to hedge foreign currency risks for monetary assets and liabilities in the statement of financial position, as the profits and losses affecting income in accordance with IAS 21 are shown in profit or loss along with the profits and losses from the derivatives used as hedging instruments.

5.3.6.11. Provisions A provision (a debt the maturity and/or amount of which is uncertain) is formed according to IAS 37, if a current legal or factual obligation resulting from past events exists toward third parties, and, moreover, it is likely that the settlement of the obligation will result in an outflow of resources, and the amount of the provision can be reliably determined. The provisions are valued at their anticipated repayment amount, and not offset against refund claims. Provisions that are based on a large number of similar types of events are accounted for at their expected value. All non-current provisions (with a term of more than one year) are posted with the anticipated, discounted amount to be paid on the balance sheet date. The amount to be paid also includes the cost increases to be taken into account on the balance sheet date. If many similar types of obligations exist – as in the case of the statutory warranty - the probability of an outflow of resources is determined on the basis of this group of obligations. A provision is also posted as a liability if the probability of an asset impairment is negligible in relation to an individual obligation included in this group.

5.3.6.12. Pensions and other post-employment benefits The Group has both defined benefit and defined contribution-based pension plans. A defined contribution-based pension plan is one which involves the Group paying fixed contributions into a non-Group company (fund). The Group is under no legal or actual obligation to pay additional contributions if the fund should fail to have sufficient assets to meet the pension entitlements of all employees from the current and previous financial years. By contrast, defined benefit- based plans typically define a pension benefit volume that the employee will receive on reaching retirement age, and as a rule depends on one or more factors such as age, length of service and salary.

F-57 The provision for defined benefit-based plans recognised in the statement of financial position corresponds to the net present value of defined benefit obligations (DBO) on the balance sheet date, less the fair value of the plan assets. The DBO is calculated annually by an independent actuarial expert, using the project unit credit method. The accounting valuation of the obligations is based on various estimates. Assumptions need to be made in particular with regard to long-term trends in the development of salaries and pensions, and to average life expectancy. Assumptions relating to salary and pension trends are based on developments observed in the past, and also take the country-specific interest and inflation rates and relevant labour market developments into account. Acknowledged biometric bases for calculation form the basis for estimating average life expectancy. The interest rate used to discount the future payment obligations is derived from premium corporate bonds with corresponding currencies and maturities. Re-evaluations based on experience-related adjustments and amendments to actuarial assumptions are recognised in other comprehensive income (in equity) in the period in which they occur. Adjustments to an employment period are expensed immediately. With the exception of the interest components, which are recognised in the financial result, pension costs are posted under personnel costs. With defined contribution plans, the Group pays premiums to public or private pension insurers on the basis of a legal or contractual obligation, or on a voluntary basis. The Group has no further payment obligations over and above payment of the premiums. The premiums are recognised in personnel expenses on maturity. Prepaid contributions are recognised as assets to the extent that there is a right to repayment or a reduction in future payments.

5.3.6.13. Payments resulting from the termination of employment relationships Payments resulting from the termination of employment relationships are made in the event of an employee being dismissed by a Group company before reaching regular pension age, or of an employee accepting the voluntary termination of the employment relationship in return for severance pay. The Group recognises severance pay if it is demonstrably obliged to terminate the employment of present employees in compliance with a detailed and irrevocable formal plan, or if it is demonstrably required to pay such benefits following the voluntary termination of employment by the employee. Payments which become due after more than 12 months after the effective date are discounted to their present value.

5.3.6.14. Income taxes Income taxes include both current and deferred taxes. The current taxes relate to all taxes which are charged on the taxable profit of the Group companies. Deferred tax assets and deferred tax liabilities are formed pursuant to IAS 12 “Income taxes” for temporary valuation differences between IFRS and tax statements of financial position of the individual companies, as well as for consolidation processes affecting income. The deferred tax assets also include tax reduction claims which result from the anticipated future use of existing tax losses carried forward, if the realisation of these is likely. Deferred tax assets are only to be reported if it is likely that future taxable income can be offset against tax credits and losses carried forward. A planning period of 3 years is always used as a basis here. This is in line with company planning, which is also used for the impairment tests, adjusted for tax effects. To calculate deferred taxes, the tax rates applicable on the balance sheet date or applicable in future are used as a basis, provided these have already been legally defined, or the legislative process is essentially complete. Changes to deferred taxes in the statement of financial position always result in deferred tax expenses or income. If entries that result in a change in deferred taxes are booked directly against the equity, the change to the deferred taxes is also directly accounted for in equity.

F-58 5.3.6.15. Non-current assets held for sale (disposal groups) Assets reported as being “held for disposal” are those which can be disposed of in their current condition and the disposal of which is very likely. This can involve individual, non-current assets or groups of assets (disposal groups). Non-current assets held for sale are no longer subject to scheduled depreciation and amortisation, but valued at their fair value less disposal costs, provided this is lower than the book value. In the event of an increase in the fair value less disposal costs, the previously reported impairment is reversed. The write-up is limited to the impairments previously recorded for the respective assets. Results from the valuation of certain individual assets held for sale and from disposal groups are reported in the result from continuing operations until final disposal.

5.3.6.16. Borrowing costs Borrowing costs that are directly attributable to the acquisition, construction or production of a qualified asset are to be capitalised as a part of the acquisition or production costs of this asset. As in the previous year, no interest on borrowed capital was capitalised. Other borrowing costs are to be recognised as expenses in the period in which they occur.

5.3.6.17. Discretionary decisions With the application of the accounting and valuation methods, the company management has made the following discretionary decisions, which significantly influence the figures in the financial statement. Decisions containing estimates are not taken into account here. Non-current intangible assets, property, plant and equipment and investment property are valued at acquisition costs carried forward in the statement of financial position. No use has been made of the – also permitted – option of valuing these at fair value.

5.3.6.18. Estimates (assumptions) Presentation of the consolidated financial statements in accordance with IFRS requires competent estimates for several statement of financial position items which have an effect on the basis and valuation in the statement of financial position and statement of comprehensive income. The amounts that are actually realised can deviate from these estimates. Such estimates relate to ascertaining the useful life of the property, plant and equipment or intangible assets that are subject to wear and tear, the measurement of provisions, the valuation of investments and other assets or liabilities. Although adequate account is taken of existing uncertainties during valuation, actual results can still deviate from the estimates. In the following situations, the assumptions made on the balance sheet date are of particular significance: The estimate of order costs and income is an important criterion for realising profit according to the percentage of completion method, pursuant to IAS 11. The result of a construction contract can only be reliably estimated if the economic advantages arising from the contract are likely to go to the company. Assumptions are also to be used as the basis on which to assess probability. The management continually reviews all estimates required for construction contracts, adjusting them wherever necessary. Deferred tax assets are also recorded for tax losses carried forward. Their viability depends on future taxable results of the respective Group company. If there is any doubt regarding the realisation of losses carried forward, then no deferred taxes are posted. Pension provisions are influenced by assumptions regarding the future development of wages and salaries or pensions, as well as by the interest, portfolio structure and anticipated performance of the plan assets of pension funds. Should the assumptions made fail to materialise, this will result in an actuarial surplus or shortfall, which is offset with the retained earnings, not affecting income.

F-59 Other provisions also cover risks from legal disputes and legal action. In addition to an assessment of the situation and claims awarded in similar cases, the results of comparable legal actions and independent legal opinions are also taken into consideration, as are assumptions regarding the probability of occurrence and the scope of possible claims, in order to determine the amount of a provision. The actual costs can deviate from these estimates. When discounting non-current provisions, assumptions are made regarding the interest rate to be used. Unscheduled amortisation (impairments) on assets is recorded in the case of impairment. An annual impairment test is carried out for the goodwill and intangible assets with an indefinite useful life and more often if specific events indicate a possible impairment. In the impairment test, the carried-forward book values of the assets are compared with the recoverable amount of the assets. The recoverable amount is either the net disposal price or value in use of the asset, whichever value is higher. In order to determine the value in use, it is necessary to estimate and discount cash flows. The estimated cash flows and the assumptions made are based on whatever information is available on the balance sheet date, and may deviate from actual developments. Assets, liabilities and provisions held for sale are subject to two fundamental uncertainty factors: firstly, the way in which negotiations develop, with possible loss of control; and secondly changes in value from ongoing activities, with possible loss of control. When accounting for leases, an assessment must be made of whether or not the main risks and rewards associated with the ownership have been transferred. On the basis of this assessment, the leasing object is then allocated to either the lessee or the lessor. If they are being recognised for the first time, assets and liabilities from finance leases are recorded at fair value or, if this is lower, at the present value of the minimum leasing payments. The determination of fair value is regularly associated with estimates regarding the cash flows resulting from utilisation of the leasing object and the discount rate used. Definition of the useful lives of depreciable assets is on the basis of the anticipated usability of the assets, and is based on estimates. Empirical values with comparable assets were used as a basis for orientation. The estimated useful lives of intangible assets and property, plant and equipment are examined at the end of the financial year and adjusted as necessary.

5.4. Notes on the Statement of Comprehensive Income 5.4.1. Sales revenues (1) In the financial year, the sales revenues amounted to €697,458 thousand (2013: €620,127 thousand; 2012: €415,836 thousand). Sales revenues are realised with the provision of the service and/or the transfer of the risk to the customer. This disclosure occurs net of sales tax and all discounts and bonuses. In addition to this, services assessed according to the Percentage of Completion (“POC”) method are also disclosed as sales revenues. The construction contracts revenue recognized under POC for the reporting year amounted to €101,534 thousand (2013: €50,974 thousand; 2012: €80,026 thousand). The group sales revenues are broken down in terms of sales into the individual markets as follows. This breakdown reflects the regional classication of the EDAG locations. in € thousand 2014 2013 2012 Sales revenue by markets (sales related) Germany ...... 544,050 78% 469,168 76% 328,948 79% Rest of Europe ...... 86,741 12% 98,905 16% 48,760 12% North America ...... 17,935 3% 11,276 2% 17,417 4% South America ...... 20,521 3% 21,682 3% 9,066 2% Asia ...... 27,934 4% 18,858 3% 11,401 3% Australia ...... 7 0% 1 0% 102 0% Africa ...... 270 0% 237 0% 142 0% Total ...... 697,458 100% 620,127 100% 415,836 100%

F-60 The following table reflects the concentration risk of the EDAG Group, divided according to the customer sales divisions, which are spread across all of the segments: in € thousand 2014 2013 2012 Customer sales division A ...... 147,202 21% 130,315 21% 62,678 15% Customer sales division B ...... 109,268 16% 100,861 16% 46,710 11% Customer sales division C ...... 8,524 1% 8,761 1% 7,098 2% Customer sales division D ...... 117,948 17% 103,704 17% 71,734 17% Customer sales division E ...... 40,159 6% 40,824 7% 42,784 10% Customer sales division F ...... 28,591 4% 16,188 3% 16,891 4% Customer sales division G ...... 15,283 2% 10,161 2% 9,613 2% Customer sales division H ...... 38,950 6% 20,327 3% 20,654 5% Customer sales division I ...... 35,238 5% 27,093 4% 28,544 7% Miscellaneous (OEMs and system suppliers) ...... 156,295 22% 161,893 26% 109,130 26% Total ...... 697,458 100% 620,127 100% 415,836 100%

The EDAG Group generates over 50 percent of its sales revenues with two corporate groups.

5.4.2. Changes in inventory (2) Shown here is the increase/decrease in inventory of unfinished and finished goods and services which have been determined on the basis of the acquisition cost method. Inventory of unfinished and finished goods and services in the reporting year 2014 decreased by €7,710 thousand (2013: increase of €12,285 thousand; 2012: decrease of €655 thousand).

5.4.3. Other income (3) Miscellaneous income is classified as follows: in € thousand 2014 2013 2012

Operating income Non-cash benefit from car leasing ...... 3,287 2,804 2,282 Land and rental income ...... 2,092 2,635 2,687 Cost transfer income ...... 1,362 1,806 2,663 Income from currency gains ...... 1,261 1,144 696 Catering/cafeteria income ...... 659 604 619 Income from investment properties ...... 551 645 628 Income from recycling/scrap ...... 210 355 559 Income from compensation payments ...... 165 158 74 Income from insurance reimbursements ...... 19 – – Income from currency hedging transactions ...... – 111 226 Miscellaneous operating income ...... 1,017 1,567 881 Total operating income ...... 10,623 11,829 11,315

Non-operating income Deconsolidation income ...... 26,966 – 4,777 Income from the disposal/subsequent capitalization of fixed assets ...... 18,555 363 790 Public sector benefits ...... 1,131 995 964 Income from the reversal of provisions ...... 863 1,682 672 Income from impaired receivables ...... 153 287 171 Miscellaneous non-operating income ...... 577 1,170 1,578 Total non-operating income ...... 48,245 4,497 8,952 Total other income ...... 58,868 16,326 20,267

F-61 During the reporting year, public sector benefits of €1,131 thousand (2013: €995 thousand; 2012: €964 thousand) were recognized through profit or loss in the statement of comprehensive income. These benefits consist of public sector subsidies for training, research and development. There are no unfulfilled conditions or miscellaneous contingencies in relation to these benefits. Income from the reversal of provisions to the amount of €863 thousand (2013: €1,682 thousand; 2012: €672 thousand) are made up of the unwinding of other provisions for personnel and miscellaneous provisions (see point 5.5.11. “Other provisions”). Other items cover income from the reversal of provisions for pensions in the amount of €225 thousand (2013: €0 thousand; 2012: €427 thousand), onerous contracts in the amount of €2 thousand (2013: €45 thousand; 2012: €54 thousand) and taxes in the amount of €188 thousand (2013: €16 thousand; 2012: €259 thousand). In the 2014 reporting year, the deconsolidation income relate to the Rücker Aerospace Group (€4,567 thousand), EKS InTec GmbH, Weingarten (€7,976 thousand) and EDAG Werkzeug + Karosserie GmbH (€14,424 thousand). In the 2012 financial year, €3,719 thousand was realised from the sale of ED Work GmbH & Co. KG., Fulda and €1,058 thousand from the sale of Rosata Grundstücks-Vermietungsgesellschaft mbH & Co. project Fulda-West KG, Grünwald.

5.4.4. Material expenses (4) in € thousand 2014 2013 2012 Expenses for materials and supplies and for purchased goods ..... 35,231 32,305 30,757 Expenses for purchased goods and services ...... 80,592 72,638 48,757 Total ...... 115,823 104,943 79,514

Expenses for materials and supplies and for purchased goods are mainly made up of expenses for models and small parts which have been purchased. Expenses for purchased goods and services are mainly made up of the costs for subcontractors and miscellaneous services received.

5.4.5. Personnel expenses (5) in € thousand 2014 2013 2012 Wages and salaries ...... 349,526 323,894 201,729 Social security contributions ...... 62,493 58,103 40,567 Expenses on retirement pension plans and support ...... 3,502 3,351 3,145 Wage-related and salary-related taxes ...... 1,787 878 223 Total ...... 417,308 386,226 245,664

Expenses for retirement pension plans and support include, but are not restricted to, expenses for defined benefit commitments. The interest portion of the valuation of retirement obligations is posted as a financing cost, as per the financing character. Anticipated income from the associated fund assets are stated as financing income. The presentation of guaranteed pension payments is explained in detail under point 5.5.10. “Pensions and other post- employment benefits (24)”. Wages and salaries include expenses in conjunction with the termination of employment contracts in the amount of €1,028 thousand (2013: €725 thousand; 2012: €919 thousand). Expenses in conjunction with the termination of employment contracts to the amount of €3,224 thousand (2013: €700 thousand; 2012: €0 thousand) are included in the miscellaneous non-operating expenses which are shown in the adjusted EBIT.

F-62 In the 2014 financial year an average of 7,484 employees were employed in the EDAG Group (2013: 7,011 employees; 2012: 4,557 employees). The following table provides a detailed overview.

2014 2013 2012 Breakdown according to contractual relationship Salaried employees ...... 6,978 6,569 4,259 Apprentices ...... 506 442 298 Total ...... 7,484 7,011 4,557 Breakdown into divisions Vehicle Engineering ...... 4,806 4,645 2,644 Production solutions ...... 1,120 873 732 Electrics / electronics ...... 1,292 1,043 354 Miscellaneous ...... 266 450 827 Total ...... 7,484 7,011 4,557 Geographical breakdown Germany ...... 5,782 5,490 3,807 Rest of Europe ...... 941 876 322 North America ...... 131 96 113 South America ...... 301 268 143 Asia ...... 329 281 172 Africa ...... – – – Total ...... 7,484 7,011 4,557

The table above does not include any employees from discontinued operations. The employees in discontinued operations were as follows: in 2014 0 employees (2013: 0 employees; 2012: 125 employees).

5.4.6. Depreciation, amortisation and impairment (6) The depreciation and amortisation of fixed assets in the amount of €25,613 thousand (2013: €24,984 thousand; 2012: €12,475 thousand) include both amortisation of intangible assets and depreciation of property, plant and equipment. In the reporting year, one property was qualified as an asset held for sale in accordance with IFRS 5.6 and was valued at fair value according to IFRS 5.15. An impairment loss in the amount of €865 thousand occurred here which is included in the adjusted EBIT reconciliation. The depreciation and amortisation includes depreciation and amortisation from the purchase price allocation in total of €6,965 thousand (2013: €8,351 thousand; 2012: €1,338 thousand) which is also included in the adjusted EBIT reconciliation. The depreciation and amortisation is based on the standard Group economic useful lives as shown in the notes on the accounting and valuation methods.

F-63 5.4.7. Other expenses (7) The breakdown of the miscellaneous operating expenses for the financial year of results in: in € thousand 2014 2013 2012 Operating expenses Rents and leases ...... 26,684 24,600 14,921 Maintenance ...... 16,384 13,236 10,571 Travel expenses ...... 14,283 12,879 7,582 General administration expenses ...... 6,034 5,794 3,075 Miscellaneous ancillary personnel expenses ...... 5,987 5,081 3,559 Consulting, contributions and fees ...... 4,396 4,560 5,374 Sales and marketing expenses ...... 4,079 4,964 3,204 Personnel training and development expenses ...... 2,094 2,070 1,557 Insurance ...... 1,656 1,685 839 Vehicle fuel expenses / miscellaneous vehicle expenses ...... 1,653 1,388 1,719 Miscellaneous taxes and duties ...... 1,289 2,939 601 Surveillance and security expenses ...... 1,201 – – Expenses from currency losses ...... 542 1,065 703 Guarantees ...... 294 176 1,149 Expenses from currency hedging transactions ...... 266 – – Expenses from investment properties ...... 72 84 39 Miscellaneous operating expenses ...... 5,800 9,558 6,263 Total operating expenses ...... 92,714 90,079 61,156 Non-operating expenses Deconsolidation expenses ...... 743 – – Expenses from bad debt loss ...... 413 143 474 Expenses from the disposal of assets ...... 234 211 112 Expenses from impaired receivables ...... 208 227 275 Restructuring expenses ...... 188 – – Miscellaneous non-operating expenses ...... 7,729 3,402 296 Total non-operating expenses ...... 9,515 3,983 1,157 Total other expenses ...... 102,229 94,062 62,313

The non-operating expenses include consulting and reengineering costs as well as expenses in conjunction with the termination of employment contracts at the new EDAG Group in the amount of €6,844 thousand (2013: €2,791 thousand; 2012: €0 thousand). In addition to the deconsolidation expenses in the amount of €743 thousand and restructuring expenses totalling €188 thousand, these expenses are included in the adjusted EBIT reconciliation.

F-64 5.4.8. Reconciliation of the adjusted operating profit (adjusted EBIT) (8) In addition to the data required according to the IFRS, the group profit or loss also includes a reconciliation to the adjusted earnings before interest and taxes (adjusted EBIT). Among the adjustments, initial and deconsolidation income, restructuring in the scope of the company merger and all effects from the purchase price allocations on the EBIT are shown. in € thousand Appendix 2014 2013 2012 Earnings before interest and taxes (EBIT) ...... 87,643 38,523 35,482 Adjustments: Expenses (+) from purchase price allocation ...... (6) 6,965 8,351 1,338 Income (-) / expenses (+) from deconsolidations ...... (3),(7) -26,224 – -4,777 Income (-) / expenses (+) from initial consolidations . . . (7) 30 – – Expenses (+) from additional selling costs from M&A transactions ...... (7) 866 – – Expenses (+) from restructuring ...... (7) 4,845 2,791 – Income (-) from the sale of real estate ...... (3) -18,405 – – Expenses (+) from the sale of real estate ...... (7) 1,292 – – Expenses (+) from impairment of real estate ...... (6) 865 Total adjustments ...... -29,766 11,142 -3,439 Adjusted earnings before interest and taxes (adjusted EBIT) ...... 57,877 49,665 32,043

The “expenses (+) from the purchase price allocation” and the “expenses (+) from impairment of real estate” are stated under the amortisation. The “income (-) / expenses (+) from deconsolidations” are each shown separately in the non-operating expenses and non-operating income. The “income (-) from the sale of real estate” is shown separately under the non- operating income and under the separately shown position of “income from the disposal/ subsequent capitalisation of fixed assets”. The “income (-) / expenses (+) from initial consolidations”, the “expenses (+) of additional selling costs from M&A transactions”, the “expenses (+) from restructuring” are subsumed under the non-operating expenses in the positions of “miscellaneous non-operating expenses” and “ restructuring expenses”.

5.4.9. Result from investments accounted for using the equity method (9) The result from investments accounted for using the equity method in the amount of €0 thousand in the 2014 financial year (2013: €0 thousand; 2012: €50 thousand) contains the proportionate result, each with 49 percent from EDAG Werkzeug + Karosserie GmbH, Fulda as well as Zweite FOM Objekt GmbH & Co. KG, Heidelberg and Zweite FOM Beteiligungs GmbH, Heidelberg. The result from investments accounted for using the equity method in the 2012 financial year includes the proportionate result (49 percent) from ELAN-AUSY GmbH. The group share in the individual items is shown in the position “Investments accounted for using the equity methodvalued at-equity (18)”. The book value from 2012 is shown in the position “Assets held for sale/ discontinued operations (13)”.

5.4.10. Financial income (10) in € thousand 2014 2013 2012 Income from other securities/loans from financial assets ...... 205 – – Interest income earned from discounting ...... 112 138 164 Interest and similar income ...... 718 1,326 2,833 Miscellaneous financial income ...... – 23 – Total ...... 1,035 1,487 2,997

F-65 5.4.11. Financing expenses (11) in € thousand 2014 2013 2012 Interest and similar expenses ...... 11,726 7,925 5,834 Losses from valuation at fair value ...... – – 50 Miscellaneous financial expenses ...... 26 376 54 Total ...... 11,752 8,301 5,938

Of the interest and similar expenses, €416 thousand (2013: €405 thousand; 2012: €347 thousand) is related to the interest percentage pension provisions.

5.4.12. Income taxes (12) Taxes paid or owed on income and earnings in the individual countries, and also the deferred taxes, are reported as income taxes. The main components of income tax expense for the 2014 to 2012 financial years are composed as follows: in € thousand 2014 2013 2012 Actual income tax expense/income ...... 22,548 12,069 3,175 Adjustment for actual income taxes attributable to prior periods ..... 463 -124 984 Deferred tax expense/income from the emergence and/or reversal of temporary differences ...... -4,363 -1,558 3,504 from losses carried forward ...... 40 -405 8 Income Taxes ...... 18,688 9,982 7,671 Discontinued operations ...... 679 -810 114 Total ...... 19,367 9,172 7,785

The tax effect on continuing operations which refers to the discontinued operations amounts to €0 thousand (2013: €0 thousand; 2012: €2,546 thousand). The actual income tax for the current financial year includes corporate tax, the solidarity contribution, trade tax and other income tax incurred abroad. Due to changes to the tax law implemented at the end of 2006, existing rights from the tax credit method in Germany will be paid out over a period of ten years, in equal annual amounts, from 2008 onwards. The annual accrued interest on the present value of these entitlements has a positive effect on the financial result. Income taxes in the reporting year from continued activities amounting to €18,688 thousand (2013: €9,982 thousand; 2012: €7,671 thousand) are derived as follows from “expected” income tax expenses which would have resulted from applying the statutory rate of income tax of the parent company to the earnings before income taxes. To determine the expected tax expense, the pre-tax earnings from continuing operations are multiplied by the tax rate of the group parent of 30.02 percent (2013: 29.83 percent; 2012: 29.13 percent). This consists of a tax rate of 15.83 percent for corporate tax and solidarity surcharge and 14.19 percent (2013: 14.00 percent; 2012: 13.3 percent) for trade tax.

F-66 2014 2013 2012 in €’000 in % in €’000 in % in €’000 in % Earnings before tax ...... 76,926 31,709 32,591 Tax rate based on the applicable tax rate of the parent company ...... – 30.02% – 29.83% – 29.13% Expected tax expense on the basis of the tax rate applicable to the parent company ...... 23,091 – 9,457 – 9,492 – Tax-free earnings and non-deductible expenses, and effects of § 8a and § 8b of the German Corporate Tax Law. . . . -5,400 -7.02% 190 0.60% -311 -0.95% Tax effects from equity investments (+) ...... – 0.00% – 0.00% 15 0.05% Tax rate deviations ...... -256 -0.33% -507 -1.60% -346 -1.06% Tax effects from losses carried forward ...... 652 0.85% 1,039 3.28% -2,254 -6.92% Taxes for previous years ...... 463 0.60% -124 -0.39% 984 3.02% Miscellaneous tax effects ...... 138 0.18% -73 -0.23% 92 0.28% Income taxes as disclosed in the statement of comprehensive income ...... 18,688 9,982 7,672 Effective tax rate ...... 24.29% 31.48% 23.54%

Deferred taxes developed as follows in the consolidated statement of financial position: in € thousand 2014 2013 2012 Deferred tax assets ...... 681 3,158 1,306 Deferred tax liabilities ...... -10,155 -18,837 -15,575 Net ...... -9,474 -15,679 -14,269 Difference to previous year ...... 6,205 -1,410 -14,726 Through profit or loss ...... 4,323 1,964 -3,513 Recognized directly in equity ...... 2,710 -3 648 Discontinued operations ...... -679 810 – Reclassification as assets, liabilities and provisions held for sale .... – 100 – Acquisitions/disposals ...... -269 -4,177 -11,799 Currency differences ...... 120 -104 -62

Deferred taxes are allotted to the following statement of financial position positions, losses carried forward, and tax credits. In discontinued operations, the values which are still recorded under assets held for sale are included in the reconciliation.

F-67 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Deferred Deferred Deferred Deferred Deferred Deferred Deferred Deferred tax tax tax tax tax tax tax tax in € thousand assets liabilities assets liabilities assets liabilities assets liabilities Assets Intangible Assets ...... – -10,188 85 -12,322 86 -10,269 – -270 Property, plant and equipment ...... 14 -2,790 556 -6,099 69 -6,458 – -4,283 Financial assets ...... 44 – – -337 5 -233 – -316 Investment Properties ...... – – – -885 – -915 – -945 Inventories, receivables, other financial assets ...... 1,939 -16,275 1,320 -12,850 940 -8,648 530 -8,183 Provisions ...... 5,996 -8,309 3,208 -4,536 1,370 -3,755 866 -5,614 Liabilities ...... 20,396 -406 15,664 -7 11,473 -374 14,524 -61 Tax losses carried forward ...... 105 – 524 – 2,440 – 4,209 – Gross amount ...... 28,494 -37,968 21,357 -37,036 16,383 -30,652 20,129 -19,672 Offsetting ...... -27,813 27,813 -18,199 18,199 -15,077 15,077 -18,972 18,972 Statement of financial position valuation ... 681 -10,155 3,158 -18,837 1,306 -15,575 1,157 -700

Apportioning the net tax items to individual statement of financial position items can lead to correspondingly deferred tax liabilities. The deferred taxes are regularly assessed. The ability to realise tax income from deferred taxes depends on the ability to achieve taxable income in the future and to use tax losses carried forward before they expire. Deferred tax assets are only recognised to the extent that it is likely that a taxable income will be available, can be used against the deductible temporary differences, and it can be assumed that they will be reversed in the forseeable future. An offsetting of deferred tax assets and liabilities occurs if an offsetting of actual tax assets is enforceable against actual tax liabilities. In addition to this, the tax assets and liabilities must also refer to income taxes on the same tax subject which are levied by the same tax authority. For deductible temporary differences totalling €79 thousand. (12/31/13: €23 thousand; 01/01/2013: €172 thousand; 12/31/2011: €3,619 thousand) no deferred tax asset was recorded in the statement of financial position, since no tax relief is to be expected. As at December 31, 2014 the corporate income tax losses carried forward amount to €14,874 thousand. (12/31/13: €21,222 thousand; 01/01/2013: €18,966 thousand; 12/31/2011: €31,262 thousand). In addition to this, there were also trade tax losses carried forward totalling €985 thousand (12/31/13: €15,341 thousand; 01/01/2013: €29,487 thousand; 12/31/2011: €46,952 thousand), which can be carried forward for an indefinite period.

F-68 The full amount of the losses carried forward has not been recorded, as, with a number of companies, it is unlikely that taxable income will be realisable in the foreseeable future. The unrecognised deferred taxes which result from losses carried forward can be seen in the following table: in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Losses carried forward from corporate business tax (not usable) ...... 14,451 19,230 18,781 28,171 Expiry within 1 year ...... 430 1,234 326 – 2 - 3 years ...... 753 769 1,688 688 4 - 5 years ...... 172 747 858 206 6 - 10 years ...... 1,201 390 604 2,146 more than 10 years ...... 7,759 7,062 5,710 6,275 able to be carried forward for an unlimited period ...... 4,136 9,028 9,595 18,856

Further, no deferred taxes have been recorded for trade tax losses carried forward in the amount of €790 thousand (12/31/13: €14,554 thousand; 01/01/2013: €11,828 thousand; 12/31/2011: €17,411 thousand).

5.4.13. Assets held for sale/ discontinued operations (13) The discontinued operations as at January 1, 2012 included the assets, liabilities and provisions of the “Production Systems” and “Production” business areas that were classified as being held for sale. These business areas were fully deconsolidated in 2012. In 2013, provisions from the share purchase agreement were still being shown for the “Production” business area which were be completely reversed in 2014. The other expenses from 2014 were the result of an indemnity payment. The result from the discontinued operations is as follows: in € thousand 2014 2013 2012 Sales revenue and changes in inventories ...... – – 36,896 Sales revenues ...... – – 38,506 Changes in inventories ...... – – -1,610 Other income ...... 2,715 – 3,163 Material expenses ...... – – -28,103 Gross profit ...... 2,715 – 11,956 Personnel expenses ...... – – -5,597 Depreciation, amortisation and impairment ...... – – -1,456 Other expenses ...... -450 -2,715 -4,620 Operating profit (EBIT) ...... 2,265 -2,715 283 Financial income ...... – – -861 Financing expenses ...... – – -75 Financial results ...... – – -936 Earnings before tax from discontinued operations ...... 2,265 -2,715 -653 Income taxes ...... -679 810 -114 Earnings after tax from discontinued operations ...... 1,586 -1,905 -767

The net cash flows from the discontinued operations are as follows: in € thousand 2014 2013 2012 Cash inflow / outflow from operating activities / operating cash flow . . . – – 781 Cash inflow / outflow from investing activities / investing cash flow .... – – -244 Cash inflow / outflow from financing activities / financing cash flow . . . – – -590 Net cash changes in financial funds ...... – – -53

F-69 The cash flow from financing activities was provided by the group.

12/31/2014 12/31/2013 12/31/2012 01/01/2012 Value- Fair Value- Fair Value- Fair Value- Fair in € thousand Book value adjustment Value Book value adjustment Value Book value adjustment Value Book value adjustment Value Assets Intangible Assets ...... – – – 59 – 59 – – – 476 – 476 Property, plant and equipment ...... 1,615 865 750 229 – 229 – – – 23,885 20,311 3,574 Financial assets ...... – – – 30 – 30 784 – 784 97 – 97 Investments accounted for using the equity method .... – – – – – – 6,321 – 6,321 – – – Inventories ...... – – – – – – – – – 22,131 – 22,131 Receivables and other assets . . – – – 10,037 – 10,037 – – – 15,129 – 15,129 Cash and cash equivalents .... – – – 1,296 – 1,296 – – – 186 – 186 Consolidation ...... – – – -2,608 – -2,608 – – – -381 – -381

F-70 Assets classified as held for sale ...... 1,615 865 750 9,043 – 9,043 7,105 – 7,105 61,523 20,311 41,212 Liabilities and provisions Non-current provisions ...... – – – 130 – 130 – – – 97 – 97 Non-current financial liabilities ...... – – – 20 – 20 – – – 2,483 – 2,483 Deferred tax liabilities ...... – – – 100 – 100 – – – 326 – 326 Current provisions ...... – – – 53 – 53 – – – 1,829 – 1,829 Current financial liabilities .... – – – 1,878 – 1,878 – – – 29,165 – 29,165 Current accounts payables .... – – – 3,422 – 3,422 – – – 10,146 – 10,146 Other current liabilities ...... – – – 2,359 – 2,359 – – – 2,609 – 2,609 Consolidation ...... – – – -3,356 – -3,356 – – – -29,822 – -29,822 Liabilities and provisions classified as held for sale ... – – – 4,606 – 4,606 – – – 16,833 – 16,833 Net assets directly related to disposal ...... 1,615 865 750 4,437 – 4,437 7,105 – 7,105 44,690 20,311 24,379 In the reporting year, one property was qualified as a non-current asset held for sale according to IFRS 5.6 and assessed at fair value according to IFRS 5.15. The fair value was derived by a property broker on the basis of a range of discussions with prospective buyers. In this context, an impairment loss in total of €865 thousand was recognized. As at December 31, 2012, the investment in ELAN-AUSY GmbH was classified as a non-current asset held for sale according to IFRS 5.

5.4.14. Non-controlling interests (14) The non-controlling interest include shares held by third-parties in initial and generated equity of the fully consolidated subsidiaries. The total comprehensive income to be attributed to non-controlling interests for the 2014 financial year is €-43 thousand (2013: €1,188 thousand; 2012: €-125 thousand). The dividends to be allocated to the controlling shares for 2014 are €179 thousand (2013: €3,197 thousand; 2012: €179 thousand). The following table shows the fundamental financial information of the Group companies that are not controlled in full. As at December 31, 2011, this was EDWORK GmbH & Co. KG (non-controlling interest 35 percent). As at January 1, 2013, Rücker AG and its subsidiaries (non-controlling interest 10.21 percent) have been shown. 100 percent of the shares could only be obtained as a result of the successive share purchases in 2013. As at December 31, 2013, VR-Leasing Malakon GmbH & Co Immo. KG, Eschborn (non-controlling interest 15 percent) and Rücker-Sier GIE, France (non-controlling interest 49 percent) are included. As at December 31, 2014, only VR-Leasing Malakon GmbH & Co Immo. KG, Eschborn is referred to. in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Current assets ...... 50 3,582 87,667 4,908 of which cash ...... 50 210 18,930 5 Non-current assets ...... 6,471 6,849 67,867 344 Total assets ...... 6,521 10,431 155,534 5,252 Current liabilities and provisions ...... 3,464 6,601 70,123 9,281 of which financial liabilities ...... 641 611 24,626 3,927 Non-current liabilities and provisions ...... 2,605 3,262 26,077 7 of which financial liabilities ...... 2,118 2,760 5,842 – Total liabilities and provisions ...... 6,069 9,863 96,200 9,288 Net assets ...... 452 568 59,334 -4,036

F-71 5.5. Notes on the Statement of Financial Position 5.5.1. Intangible assets (15) Intangible assets have developed as follows:

Intangible Concessions, Advance assets industrial payments from property on Capitalised purchase rights, IT intangible development price in € thousand similar rights software Goodwill assets costs allocations Total (Historical) Cost As at 12/31/2011 / 01/01/2012 ...... 236 13,592 – – 269 – 14,097 Currency conversion differences ...... – -123 – – -19 – -142 Additions ...... – 2,762 – – 122 – 2,884 Disposals ...... -20 -4,387 – – – – -4,407 Transfers ...... – – – – 1,291 – 1,291 Changes in the scope of consolidation . . . -74 8,194 44,528 – 101 28,237 80,986 As at 12/31/2012 / 01/01/2013 ...... 142 20,038 44,528 – 1,764 28,237 94,709 Currency conversion differences ...... – -387 – – -31 -68 -486 Additions ...... – 6,314 – 87 – – 6,401 Disposals ...... – -248 – – -4 -1,362 -1,614 Transfers ...... – 49 – – – – 49 Change to companies included in consolidation ..... – 387 19,375 – – 14,355 34,117 Assets held for sale/ discontinued operations ...... – -117 – – – – -117 As at 12/31/2013 / 01/01/2014 ...... 142 26,036 63,903 87 1,729 41,162 133,059 Currency conversion differences ...... – 138 – 10 – 10 158 Additions ...... – 7,728 – – – – 7,728 Disposals ...... – -99 – – -108 -63 -270 Transfers ...... – 95 – -97 – – -2 Changes in the scope of consolidation . . . – -420 – – -224 -210 -854 As at 12/31/2014 .... 142 33,478 63,903 – 1,397 40,899 139,819

F-72 Intangible Concessions, Advance assets industrial payments from property on Capitalised purchase rights, IT intangible development price in € thousand similar rights software Goodwill assets costs allocations Total Accumulated amortisation and impairments As at 12/31/2011 / 01/01/2012 ...... -177 -10,667 – – -236 – -11,080 Currency conversion differences ...... – 108 – – 18 – 126 Additions (scheduled amortisation) ..... -8 -2,036 – – -118 -748 -2,910 Additions (non- scheduled amortisation) ..... – – – – -543 – -543 Disposals ...... 4 3,942 – – – – 3,946 Changes in the scope of consolidation . . . 62 36 – – – – 98 As at 12/31/2012 / 01/01/2013 ...... -119 -8,617 – – -879 -748 -10,363 Currency conversion differences ...... – 331 – – 30 4 365 Additions (scheduled amortisation) ..... -3 -4,957 – – -133 -5,995 -11,088 Disposals ...... – – – – – 1,362 1,362 Transfers ...... – -1 – – – – -1 Assets held for sale/ discontinued operations ...... –59– – – –59 As at 12/31/2013 / 01/01/2014 ...... -122 -13,185 – – -982 -5,377 -19,666 Currency conversion differences ...... – -82 – – – – -82 Additions (scheduled amortisation) ..... -3 -5,926 – – -115 -4,650 -10,694 Disposals ...... – 14 – – 107 63 184 Transfers ...... – -2 – – – – -2 Changes in the scope of consolidation . . . – 111 – – 155 39 305 As at 12/31/2014 .... -125 -19,070 – – -835 -9,925 -29,955 Book value 12/31/2011 ...... 59 2,925 – – 33 – 3,017 Book value 01/01/2013 ...... 23 11,421 44,528 – 885 27,489 84,346 Book value 12/31/2013 ...... 20 12,851 63,903 87 747 35,785 113,393 Book value 12/31/2014 ...... 17 14,408 63,903 – 562 30,974 109,864

F-73 The intangible assets from the purchase price allocations are the result of the purchase of the Rücker Group in 2012 and the BFFT Group in 2013, and primarily include the orders on hand and customer lists. The following shows the details of how these have developed:

Order Customer in € thousand backlog list Other Total (Historical) Cost As at 01/01/2012 ...... –––– Changes in the scope of consolidation ...... – 28,237 – 28,237 As at 12/31/2012 / 01/01/2013 ...... – 28,237 – 28,237 Currency conversion differences ...... – -68 – -68 Disposals ...... -1,362 – – -1,362 Changes in the scope of consolidation ...... 1,362 12,930 64 14,356 As at 12/31/2013 / 01/01/2014 ...... – 41,099 64 41,163 Currency conversion differences ...... – 9 – 9 Disposals ...... – – -64 -64 Changes in the scope of consolidation ...... – -210 – -210 As at 12/31/2014 ...... – 40,898 – 40,898 Accumulated amortisation and impairments As at 01/01/2012 ...... –––– Additions (scheduled amortisation) ...... – -748 – -748 As at 12/31/2012 / 01/01/2013 ...... – -748 – -748 Currency conversion differences ...... – 4 – 4 Additions (scheduled amortisation) ...... -1,362 -4,601 -32 -5,995 Disposals ...... 1,362 – – 1,362 As at 12/31/2013 / 01/01/2014 ...... – -5,345 -32 -5,377 Additions (scheduled amortisation) ...... – -4,618 -32 -4,650 Disposals ...... – – 64 64 Changes in the scope of consolidation ...... – 39 – 39 As at 12/31/2014 ...... – -9,924 – -9,924

Book value 12/31/2012 ...... – 27,489 – 27,489 Book value 12/31/2013 ...... – 35,754 32 35,786 Book value 12/31/2014 ...... – 30,974 – 30,974

As at December 31, 2014, the remaining amortisation period for customer lists amounts to 8 years.

in € thousand Customer list Book value 12/31/2014 ...... 30,974 Remaining amortisation period 2015 ...... 4,608 2016 ...... 4,608 2017 ...... 4,608 2018 ...... 4,608 2019 ...... 4,608 2020 ...... 4,399 2021 ...... 2,154 2022 ...... 1,615

No ownership restrictions exist on intangible assets. No assets acquired within the context of leasing arrangements and lease-to-buy contracts are included in intangible assets.

F-74 During the 2012, 2013 and 2014 financial years, no public sector benefits were offset from the acquisition costs for intangible assets.

5.5.2. Property, plant and equipment (16) As at December 31, 2014, no land charges were booked for obligations arising from partial retirement schemes (12/31/2013: €534 thousand; 01/01/2013: €1,663 thousand; 01/01/2012: €2,556 thousand). As in the previous years, no further ownership restrictions exist on property, plant and equipment. Property, plant and equipment includes all leased assets, where the Group companies are the economic owners of the assets. The book values of land and buildings, technical equipment and operating and office equipment held within the context of financing leases and lease-to-buy contracts amounted to €196 thousand as at December 31, 2014 (12/31/2013: €506 thousand; 01/01/2013: €844 thousand; 12/31/2011: €7,949 thousand). During the financial year, additions in the amount of €59 thousand (2013: €304 thousand; 2012: €36 thousand) were recorded. The sharp decline in the book values for land and buildings with regard to financing leases in the 2012 financial year is attributable to the sale of Rosata Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Fulda-West KG, Grünwald. As at December 31, 2014, there was no own work capitalised in technical equipment and machinery (12/31/2013: €0 thousand; 01/01/2013: €0 thousand; 12/31/2011: €1,138 thousand) or in construction in progress (12/31/2013: €0 thousand; 01/01/2013: €184 thousand; 12/31/2011: €86 thousand). During the 2014 financial year, an impairment loss was incurred for a property, classified as an asset held for sale as per IFRS 5.6 and valued at its fair value less costs of disposal as per IFRS 5.15, on the basis of observable market prices. In previous years, no impairment costs were incurred. During the reporting year, public sector benefits of €51 thousand (2013: €61 thousand; 2012: €815 thousand) were offset from acquisition costs for property, plant and equipment. These subsidies are investment allowances and subsidies. These subsidies were granted for technical equipment and machinery, as well as operating and office equipment. In connection with these subsidies, a 5-year specific purpose binding period exists for the investment allowance. Repayments amounting to €0 thousand (2013: €89 thousand ; 2012: €0 thousand) were made on public sector benefits in 2014. The investment properties were all sold in the 2014 financial year. The proceeds from the sale amounted to €5,267 thousand. The profit in the amount of €2,341 thousand arising from the sale has been recorded as income in profit or loss. The fair values as at December 31, 2013 of investment property held by the Group amounted to €4,823 thousand (01/01/2013: €5,078 thousand; 12/31/2011: €4,762 thousand). These were calculated in-house, using a discounted cash flow method which takes into account future income from rents. The capitalisation rate of 11.52 percent as at December 31, 2013 (01/01/2013: 10.55 percent; 12/31/2011: 10.45 percent) is composed of the WACC of 10.12 percent (01/01/2013: 9.05 percent; 12/31/2011: 8.95 percent) and an inflation rate of 1.40 percent (01/01/2013: 1.5 percent; 12/31/2011: 1.5 percent). There was no evaluation by an independent assessor. In previous years, the evaluation was performed independently by the company.

F-75 Property, Plant and equipment have developed as follows:

Other Advance Technical equipment, payments Total equipment operating and property, Land and and and office construction plant and Investment in € thousand buildings machinery equipment in progress equipment property (Historical) Cost As at 12/31/2011 / 01/01/2012 ...... 48,210 37,372 38,707 1,944 126,233 3,808 Currency conversion differences ...... -244 -202 -179 – -625 – Additions ...... 1,383 3,473 7,411 1,098 13,365 – Disposals ...... -81 -2,518 -3,222 -17 -5,838 – Transfers ...... 161 160 2,262 -3,874 -1,291 – Changes in the scope of consolidation ...... 4,350 2,558 9,938 2,556 19,402 – As at 12/31/2012 / 01/01/2013 ...... 53,779 40,843 54,917 1,707 151,246 3,808 Currency conversion differences ...... -720 -301 -605 – -1,626 – Additions ...... 1,453 4,956 9,083 359 15,851 – Disposals ...... – -1,125 -946 – -2,071 – Transfers ...... 283 7,701 -6,346 -1,687 -49 – Changes in the scope of consolidation ...... 516 1,935 1,707 – 4,158 – Assets held for sale/ discontinued operations ...... – – -333 -10 -343 – As at 12/31/2013 / 01/01/2014 ...... 55,311 54,009 57,477 369 167,166 3,808 Currency conversion differences ...... -6 18 268 – 280 – Additions ...... 1,663 5,767 9,353 757 17,540 – Disposals ...... -24,744 -212 -8,470 -285 -33,711 -3,808 Transfers ...... 1,034 159 -861 -330 2 – Changes in the scope of consolidation ...... -3,523 -20,171 -970 – -24,664 – Assets held for sale/ discontinued operations ...... -1,901 – – – -1,901 – As at 12/31/2014 ...... 27,834 39,570 56,797 511 124,712 –

F-76 Other Advance Technical equipment, payments Total equipment plant and and property, Land and and office construction plant and Investment in € thousand buildings machinery equipment in progress equipment property Accumulated depreciation and impairments As at 12/31/2011 / 01/01/2012 ...... -6,995 -26,629 -31,029 – -64,653 -602 Currency conversion differences ...... 82 187 145 – 414 – Additions (scheduled depreciation) ...... -1,442 -2,826 -4,653 – -8,921 -101 Disposals ...... 81 728 2,868 – 3,677 – Transfers ...... – 272 -272 – – – Changes in the scope of consolidation ...... 1,063 – 148 – 1,211 – As at 12/31/2012 / 01/01/2013 ...... -7,211 -28,268 -32,793 – -68,272 -703 Currency conversion differences ...... 291 291 503 – 1,085 – Additions (scheduled depreciation) ...... -2,026 -5,084 -6,555 – -13,665 -101 Disposals ...... – 1,099 – – 1,099 – Transfers ...... – 15 -13 – 2 – Assets held for sale/ discontinued operations ...... – – 114 – 114 – As at 12/31/2013 / 01/01/2014 ...... -8,946 -31,947 -38,744 – -79,637 -804 Currency conversion differences ...... 6 -13 -209 – -216 – Additions (scheduled depreciation) ...... -2,269 -4,877 -6,829 – -13,975 –79 Disposals ...... 1,284 173 7,892 – 9,349 883 Transfers ...... -104 18 88 – 2 – Changes in the scope of consolidation ...... 543 14,454 90 – 15,087 – Assets held for sale/ discontinued operations ...... 286 – – – 286 – As at 12/31/2014 ...... -9,200 -22,192 -37,712 – -69,104 – Book value 12/31/2011 ..... 41,215 10,743 7,678 1,944 61,580 3,206 Book value 01/01/2013 ..... 46,568 12,575 22,124 1,707 82,974 3,105 Book value 12/31/2013 ..... 46,365 22,062 18,733 369 87,529 3,004 Book value 12/31/2014 ..... 18,634 17,378 19,085 511 55,608 –

F-77 5.5.3. Non-current financial assets and current other financial assets (17)

12/31/2014 12/31/2013 01/01/2013 12/31/2011 in € thousand Current Non-current Total Current Non-current Total Current Non-current Total Current Non-current Total Shares in affiliated companies . . . – 53 53 – 97 97 – 96 96 – 94 94 Shares in investments ...... – – – – – – – 29 29 – – – Loans ...... – 118 118 – 80 80 – 79 79 – 46 46 Securities – available for sale .... 92 – 92 80 358 438 68 315 383 64 – 64 Securities – at fair value through profit or loss ...... – – – – – – – – – – 834 834 Market values of derivative financial instruments held for trading ...... – – – 29 – 29 – – – – – – Total ...... 92 171 263 109 535 644 68 519 587 64 974 1,038 F-78 The non-consolidated shares in subsidiaries are recognised at acquisition cost because future cash flows cannot be estimated reliably, which means that the fair value cannot be reliably determined either. There are no plans for the near future to sell significant shares of the available for sale financial assets valued at acquisition cost. As at December 31, 2014, net lending amounted to €118 thousand (12/31/2013: €80 thousand; 01/01/2013: €79 thousand; 12/31/2011: €46 thousand) and was primarily the result of loans extended to employees. The loans were not past due on the balance sheet date and are being repaid as scheduled. Where securities positions are concerned, securities of €92 thousand (12/31/2013: €438 thousand; 01.01.2013: €383 thousand; 12/31/2011: €64 thousand) are available for sale. These are marketable debt and equity securities.

5.5.4. Investments accounted for using the equity method (18) As at December 31, 2014, the EDAG Group holds 49 percent of EDAG Werkzeug & Karosserie GmbH, Zweite FOM Objekt GmbH & Co. KG, Heidelberg and Zweite FOM Beteiligungs GmbH, Heidelberg. The addition to investments was made in 2014. In 2012, a 49 percent investment in ELAN-AUSY GmbH was accounted for using the equity method. The investment in ELAN-AUSY GmbH was completely sold in 2013. The share of assets, liabilities and provisions, income and expenses attributable to the Group for the investments accounted for using the equity method is shown in the following tables. in € thousand 2014 2013 2012 Book value on 01/01/ ...... – – 6,271 Additions ...... 15,153 – – Adjustment ...... 366 – 50 Assets held for sale ...... – – -6,321 Book value on 12/31/ ...... 15,519 – –

In the following table, the summarised financial information on the investments accounted for using the equity method is shown on a 100 percent basis for statement of financial position items and on a pro rata basis for the statement of comprehensive income: in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Current assets ...... 15,236 – 8,355 5,671 of which cash ...... 77 – 2,086 254 Non-current assets ...... 48,326 – 192 251 Total assets ...... 63,562 – 8,547 5,922 Current liabilities and provisions ...... 8,005 – 7,726 5,225 of which financial liabilities ...... 937 – 20 – Non-current liabilities and provisions ...... 38,916 – 250 176 of which financial liabilities ...... 38,400 – – – Total liabilities and provisions ...... 46,921 – 7,976 5,401 Net assets ...... 16,641 – 571 521 Sales revenue ...... 7,088 – 15,700 – Scheduled depreciation and amortisation ...... 217 – 159 – Interest income ...... – – 18 – Interest expense ...... 5 – 212 – Income tax expense/income (+/-) ...... 189 – 77 – Profit or loss ...... 405 – 50 – Other comprehensive income ...... -39––– Total comprehensive income ...... 366 – 50 –

F-79 In the case of accounting using the equity method, intercompany profits must be eliminated in consolidation on a pro rata basis. As the book value of the investment accounted for using the equity method in Zweite FOM Objekt GmbH & Co. KG is €0 thousand, the intercompany profits can either be carried forward as liability-side accruals and deferrals or as unrecognised negative profits. EDAG is using the second option so that €7,772 thousand is carried over as unrecognised negative profit.

F-80 5.5.5. Accounts receivable and other receivables (19)

12/31/2014 12/31/2013 01/01/2013 12/31/2011 Short- Long- Short- Long- Short- Long- Short- Long- in € thousand term term Total term term Total term term Total term term Total Accounts receivable and other receivables Due from third parties ...... 134,844 – 134,844 112,875 – 112,875 80,029 – 80,029 61,591 – 61,591 Due from affiliated companies ...... 7,631 – 7,631 31,441 – 31,441 25,293 – 25,293 10,918 – 10,918 Due from other related parties ...... 4 – 4 4 – 4 5,507 – 5,507 5,893 – 5,893 Due from employees ...... 831 1 832 422 1 423 360 – 360 332 – 332 Due from plan assets ...... – 998 998 – 891 891 – 867 867 – – – Other remaining receivables ...... 50,232 351 50,583 8,135 398 8,533 13,678 597 14,275 3,436 661 4,097 Total ...... 193,542 1,350 194,892 152,877 1,290 154,167 124,867 1,464 126,331 82,170 661 82,831 Receivables from construction contracts

F-81 (POC) with positive balance due from customers ...... 108,758 – 108,758 78,408 – 78,408 90,549 – 90,549 58,084 – 58,084 Advance payments received on construction contracts with positive balance due from customers ...... -58,385 – -58,385 -40,676 – -40,676 -61,399 – -61,399 -32,572 – -32,572 Total ...... 50,373 – 50,373 37,732 – 37,732 29,150 – 29,150 25,512 – 25,512 Accrued items ...... 3,542 – 3,542 3,178 11 3,189 3,381 – 3,381 1,864 – 1,864 Total receivables ...... 247,457 1,350 248,807 193,787 1,301 195,088 157,398 1,464 158,862 109,546 661 110,207

In the reporting year, non-financial assets in the amount of €8,772 thousand (12/31/2013: €8,051 thousand; 01/01/2013: €6,590 thousand; 12/31/2011: €4,001 thousand) are included in the total receivables. In addition to the asset-side accruals and deferrals, these also include other taxes that are included in the other remaining receivables. Due to the fact that the general terms and conditions of the OEMs come to bear, there is no collateral pledged for receivables. The OEMs do not provide for any prolonged or extended retention of title for suppliers. The gross amount due from construction contracts is composed of the following net amounts: in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Accrued costs including partial profits and losses ...... 576,901 433,611 365,890 303,170 Partial invoices ...... -468,143 -355,203 -275,341 -245,086 Total amount due from customers for construction contracts ...... 108,758 78,408 90,549 58,084 Advance payments received from construction contracts with positive balance ...... 58,385 40,676 61,399 32,572 Future receivables from construction contracts ...... 50,373 37,732 29,150 25,512

As at December 31, 2014, accounts receivable with a nominal value of €1,040 thousand (12/31/2013: €1,020 thousand; 01/01/2013: €1,598 thousand; 12/31/2011: €1,210 thousand) and other receivables with a nominal value of €1,000 thousand (12/31/2013: €1,000 thousand; 01/01/2013: €1,000 thousand; 12/31/2011: €1,000 thousand) were impaired. The development of the valuation allowances is shown in the following table: in € thousand 2014 2013 2012 As at 01/01/ ...... 2,193 2,733 2,210 Currency conversion differences ...... 8 -21 11 Additions ...... 208 278 273 Utilisation ...... -197 -339 -607 Reversals ...... -132 -209 -163 Changes to scope of consolidation ...... -7 – 1,009 Assets held for sale/ discontinued operations ...... – -249 – As at 12/31/ ...... 2,073 2,193 2,733

The total amount of the additions, €208 thousand (2013: €278 thousand; 2012: €273 thousand), consists in its entirety of additions from specific valuation allowances. Should there be clear evidence of customers failing to fulfill their payment obligations, this is taken into due account.

F-82 As at December 31, 2014, the analysis of overdue, non-impaired accounts receivable and other receivables was as follows:

12/31/2014 12/31/2013 01/01/2013 12/31/2011 Term to maturity Term to maturity Term to maturity Term to maturity up to more than up to more than up to more than up to more than in € thousand 1 year 1 year 1 year 1 year 1 year 1 year 1 year 1 year Book value, net ..... 193,542 1,350 152,877 1,290 124,867 1,464 82,170 661 of which: on the reporting date neither impaired nor overdue .... 168,180 1,350 130,701 1,290 105,007 1,464 66,449 661 not impaired but overdue ≤1 month ...... 18,822 – 14,970 – 12,923 – 8,828 – 1–2 months ..... 3,307 – 3,255 – 2,642 – 2,910 – 2–3 months ..... 616 – 610 – 1,367 – 920 – 3–6 months ..... 1,228 – 1,368 – 1,233 – 1,185 – 6–9 months ..... 939 – 633 – 627 – 654 – 9–12 months .... 358 – 310 – 306 – 319 – 1–2 years ...... 63 – 1,030 – 762 – 903 – 2–4 years ...... 21 – – – – – 2 – > 4 years ...... 8–––––––

With regard to the balance of accounts receivable and other receivables which are neither overdue nor impaired, there is no indication on the reporting date that the debtors will not be fulfilling their payment obligations. Delays in payment are the result of, amongst other things, security deposits. We still expect to receive payment as the customers have good credit ratings. The Group has established an internal risk monitoring system geared to individual customer risks. From the point of view of the Group, this is more appropriate than forming risk groups in accordance with IFRS 7.

5.5.6. Income and deferred tax assets (20) in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Deferred tax assets ...... 681 3,158 1,306 1,157 Income tax assets ...... 6,679 5,977 5,017 5,250 Total ...... 7,360 9,135 6,323 6,407

The assets from future income tax relief include deferred tax assets from temporary differences between the book values reported in the Group statement of financial position and the tax bases, as well as tax savings from losses carried forward assessed as being realisable in the future. Details of deferred tax assets are given in section “Income Taxes”. Of the deferred tax assets, €5,313 thousand (12/31/2013: €1,650 thousand; 01/01/2013: €1,436 thousand; 12/31/2011: €1,094 thousand) will be realisable after more than twelve months. Provided that the conditions for offsetting are met, deferred tax assets are shown on the statement of financial position set off against deferred tax liabilities.

F-83 5.5.7. Inventories (21) The book value of the inventories in the amount of €6,884 thousand (12/31/2013: €18,190 thousand; 01/01/2013: €3,397 thousand; 12/31/2011: €2,627 thousand) is broken down as follows: in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Raw materials and supplies ...... 1,143 2,125 1,523 1,340 Unfinished goods and services ...... 301 12,355 307 330 Finished goods ...... 207 298 203 1 Merchandise ...... – 2 3 14 Advance payments made ...... 5,233 3,410 1,361 942 Total ...... 6,884 18,190 3,397 2,627

The difference to the changes in inventories of unfinished and finished goods and services shown in the statement of comprehensive income results from changes in the scope of the companies included in the consolidation and currency conversion differences. The raw materials and supplies as well as merchandise are capitalised at acquisition cost; the unfinished goods and services and finished goods at the lower of production cost or net disposal value. During the reporting year, impairments in the amount of €30 thousand (2013: €23 thousand; 2012: €31 thousand) were carried out on inventories with a book value after impairment of € 63 thousand, and accordingly posted as material expense. As in previous years, no impairments on inventories were posted as depreciation on current assets. Likewise, no reversals of impairment losses which reduce the material expense were carried out. As in previous years, the inventories were not pledged as securities for third party liabilities. Both the unfinished goods and services, and the finished goods shown were valued at production cost, in accordance with the acquisition cost method.

5.5.8. Cash and cash equivalents (22) The cash and cash equivalents are composed as follows: in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Deposits with banks and cash in hand ...... 39,168 68,585 30,101 50,891 Cash equivalents ...... 329 21 6,087 – Money transfer ...... 5 – – – Statement of financial position valuation / financial funds ...... 39,502 68,606 36,188 50,891

In the 2014 and 2013 financial years, the Group did not hold any cash or cash equivalents which are not at its unrestricted disposal. In the 2012 financial year, a fixed deposit account in the amount of €210 thousand recorded under the cash in bank was pledged to Deutsche Bank AG, Frankfurt am Main, as security for the granting of a loan to a subsidiary.

5.5.9. Equity (23) 5.5.9.1. Subscribed capital The fully paid-in subscribed capital in the amount of €20,000 thousand (12/31/2013: €50 thousand) as at December 31, 2014 is backed by 20 million (12/31/2013: 50 thousand) no-par value bearer shares. This means that each share has a nominal value of €1.00 of the equity. Each share carries voting rights and entitles the holder to receive dividends. At the beginning of 2015, the company changed its legal form to a GmbH (limited liability company). The new subscribed capital still amounts to €20,000 thousand and is backed by a company share.

F-84 5.5.9.2. Net assets of the combined financial statements Details of the development of the equity in 2011 – 2014 is shown in the Group’s statement of changes in equity. The combined equity of the EDAG Group is determined by aggregating the net assets of EDAG Engineering GmbH, EDAG GmbH & Co. KGaA, Rücker GmbH, BFFT Holding GmbH and their direct and indirect subsidiaries. Therefore, in 2011 and 2011, no subscribed capital and no retained capital and earnings are shown. In 2013, equity is reflected for the first time (predecessor accounting). The inclusion of EDAG GmbH & Co.KGaA in the 2014 financial year was the result of financing with borrowed capital in the amount of €40,000 thousand and an investment in kind in the subscribed capital in the amount of €19,950 thousand. The positive difference resulting from the initial consolidation of EDAG GmbH & Co.KGaA in the amount of €14,691 thousand was recognised directly in equity against the retained earnings. Retained earnings comprise the legal reserves as per § 150 of the German Companies Act (AktG), other retained earnings, the reserve for conversion effects as per IFRS 1, and reserves from transactions under joint control, as well as the annual results of the previous years after dividend distributions and the profit of the current year.

5.5.9.3. Reserves from profits and losses recognized directly in equity (OCI) As per IAS 39, unrealised profits and losses from changes to the market values of securities available for sale are posted to a separate item in equity, provided no impairments exist. Furthermore, this includes direct changes to equity resulting from the valuation of pension obligations.

5.5.9.4. Currency conversion difference Differences from currency conversion include differences from the currency conversion of financial statements of non-domestic subsidiaries.

5.5.9.5. Paid and proposed dividends Within the context of approving the annual financial statements, the Executive Board of EDAG GmbH, Wiesbaden, suggests that the Supervisory Board propose, at the shareholders’ meeting, the distribution of a dividend in the amount of €20 million.

5.5.9.6. Non-controlling interests The shares of non-controlling interests include third-party shares in paid and generated equity of the fully consolidated subsidiaries.

5.5.10. Pensions and other post-employment benefits (24) EDAG has a company pension scheme for its employees, which takes the form of defined benefit and/or defined contribution plans. In this way, care is taken for virtually all employees for the period after their retirement.

5.5.10.1. Defined contribution plans The defined contribution benefits are benefits from state and private retirement insurers, to whom payments are made on the basis of statutory regulations, or on a voluntary basis. The employer contributions paid to the statutory pension scheme on a domestic level may be viewed as defined contribution plans of this nature. Payments to defined contribution pension plans in the Group predominantly refer to contributions to statutory pension schemes in Germany. The Group has no further payment obligations besides the payment of the contributions. In the reporting year, contributions amounting to €27,395 thousand were paid (2013: €25,472 thousand; 2012: €25,472 thousand).

F-85 5.5.10.2. Defined benefit plans The defined benefit plans involve both direct benefits (direct pension commitments) and indirect benefits made through VKE Versorgungskasse EDAG Firmengruppe e.V. (VKE). The direct benefits are guaranteed life-long pension payments. In some cases, this means benefits at a fixed amount; in others, benefits that vary according to the length of service to the company and the employee’s salary. Old-age, disability and surviving dependents’ pensions are assured. The purpose of VKE – a group support fund – is to serve as a social institution of EDAG and affiliated companies wishing to have their company retirement pension schemes managed by VKE. The sponsors (members using VKE to handle their company retirement pension schemes) are the following companies: Š EDAG Engineering GmbH4, Wiesbaden Š EDAG Production Solutions GmbH & Co. KG, Fulda Š EDAG Werkzeug + Karosserie GmbH5, Fulda Š FFT GmbH & Co. KG, Fulda The exclusive and unchangeable purpose of VKE is to manage the support fund which grants to beneficiaries voluntary, one-off, recurring or ongoing benefits pursuant to the VKE benefit plan in the event of assistance being required, occupational incapacity or occupational disability, and during old age. Beneficiaries can be employees and/or former employees of the sponsor companies and their families (spouses, children) and/or surviving dependants. Members of the sponsor companies are also persons with whom the sponsor companies are, or have been, in an employment-type relationship. EDAG will no longer be entering into pension commitments for employees recruited on or after June 1, 2006. In accordance with the provisions of the pension scheme, employees who are entitled to benefits receive old-age and surviving dependents’ benefits in the form of a lump-sum payment. The benefits are financed through an external fund, with the fund assets being re-invested in the form of loans in the sponsor companies. In accordance with the provisions of this pension scheme, the employee receives old-age and surviving dependents’ benefits. Each of the benefits due is paid as a lump sum. Pension obligations in Germany are subject to the provisions of the German Company Pensions Act. Due to the pension adjustment obligation required by law, pension commitments are subject to inflation risk. Furthermore, there is the risk that, due to changes in life expectancy, the likelihood of becoming disabled and the likelihood of dying, the actual payment obligations are different than was expected at the time when the commitment was made. In Switzerland, the Group’s company pension scheme is handled by AXA Stiftung Berufliche Vorsorge. Assets are invested jointly for all accounts in a collective fund. This collective fund may change its financing system at any time. For the duration of a coverage deficit, and provided other measures do not lead to the desired result, the collective fund can levy restucturing contributions from the employer and the employees. In Italy, benefits are paid upon termination of the employment (Trattamento di Fine Rapporto (TFR)). Every employee is entitled to benefits in such cases. For each year of service, severance provisions must be created on the basis of total annual remuneration divided by 13.5. When setting aside these provisions, the employer must pay a proportion (0.5 percent of the salary) of this to the Italian National Social Security Institute or to an external pension fund over the course of the year. This amount is deducted from the severance provisions. On December 31, of each year, the severance pay accrued in the previous year is revalued using an index prescribed by law (1.5 percent plus 75 percent of the increase in the consumer price index for families of workers and employees based on the last 12 months).

4 Legal successor of EDAG GmbH & Co. KGaA, Fulda 5 Sponsor since October 1, 2014

F-86 Old-age pension obligations are determined on the basis of the actuarial expert report that is produced each year. The benefit amount is determined using the duration of employment as well as the estimated future salary and pension trends. The pension provision recorded on the statement of financial position is shown as follows. in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Present value of obligations financed through a fund ...... 34,876 27,401 25,407 21,011 Fair value of plan assets ...... 24,448 24,559 23,795 21,460 Financing deficit/surplus ...... 10,428 2,842 1,612 -449 Present value of obligations not financed through a fund ...... 11,930 9,176 8,889 1,540 Total deficit of the defined benefit obligations ...... 22,358 12,018 10,501 1,091 Amount not recorded as assets due to asset ceiling ...... – – 197 513 Recognised pension provision ...... 22,358 12,018 10,698 1,604

The pension provision developed as follows: in € thousand 12/31/2014 12/31/2013 01/01/2013 Pension provision at the beginning of the financial year .... 12,018 10,698 1,604 Ongoing service cost ...... 1,386 1,451 1,159 Past service cost ...... -32 – – Net interest expense (+) / income (-) ...... 416 406 348 Revaluations ...... 9,479 26 2,218 Profits (-) / losses (+) from settlements ...... – – -108 Effects of currency conversion ...... 13 -10 – Benefit payments from company assets ...... -265 -235 -229 Employer contributions to the fund ...... -172 -189 -4 Employer contributions from the fund ...... – – 1,185 Changes in the scope of consolidation ...... -486 – 4,525 Administration costs ...... 1 1 – IFRS 5 reclassification ...... – -130 – Recognised pension provision ...... 22,358 12,018 10,698

The IFRS 5 reclassification in the amount of €-130 thousand in 2013 is the result of the classification of Rücker Aerospace GmbH as an asset held for sale according to IFRS 5. In 2012, the changes to scope of the companies included in the consolidation in the amount of €4,525 thousand affect the pension provisions of Rücker AG, Wiesbaden, and some subsidiaries at the time of acquisition. The past service period cost in the 2014 reporting year is based on a change of scheme for the supplementary conversion rates in Switzerland.

F-87 The vested net present value of the pension obligation and the fair value of the plan assets developed as follows:

2014 2013 2012 Direct Direct Direct in € thousand Total VKE benefits Total VKE benefits Total VKE benefits Change to vested net present value Vested net present value as at January 1, ...... 36,577 23,373 13,204 34,296 21,684 12,612 22,688 20,995 1,693 Changes in the scope of consolidation ...... -1,423 -1,423 – – – – 7,775 – 7,775 Ongoing service period cost ...... 1,386 969 417 1,452 929 523 1,160 948 212 Past service cost ...... -32 –-32–– ––– – Interest expense ...... 1,247 814 433 1,238 824 414 1,533 980 553 Revaluations of defined benefit plans from changes to the financial assumptions .... 9,600 6,815 2,785 260 -21 281 1,815 -375 2,190 from adjustments made on the basis of experience . . 59 448 -389 169 349 -180 266 – 266 Effects of currency conversion ...... 62 – 62 -43 – -43 – – – Contributions from plan participants ...... 95 – 95 84 – 84 110 – 110 Benefit payments from company assets ...... -265 – -265 -235 – -235 -187 – -187 Benefit payments from the fund ...... -501 -464 -37 -515 -392 -123 -610 -610 – Payments for plan settlements ...... – – – – – – -254 -254 – Administration costs ...... 1 – 11– 1–– – IFRS 5 reclassification ...... – – – -130 – -130 – – – Vested net present value as at December 31, ...... 46,806 30,532 16,274 36,577 23,373 13,204 34,296 21,684 12,612 Change in plan assets Fair value on January 1, ..... 24,559 20,666 3,893 23,795 20,200 3,595 21,460 21,371 89 Changes in the scope of consolidation ...... -936 -936 – – – – 3,250 – 3,250 Interest income ...... 832 720 112 833 768 65 1,186 1,194 -8 Profit (+) / loss (-) from plan assets excluding the amount included in the interest income ...... 178 119 59 206 90 116 -454 -452 -2 Effects of currency conversion ...... 49 – 49 -34 – -34 – – – Employer contributions to the fund ...... 172 – 172 189 – 189 -1,071 -1,185 114 Contributions from plan participants ...... 95 – 95 84 – 84 110 – 110 Benefit payments from the fund ...... -501 -464 -37 -514 -392 -122 -568 -610 42 Payments for plan settlements ...... – – – – – – -118 -118 – Fair value on December 31, .. 24,448 20,105 4,343 24,559 20,666 3,893 23,795 20,200 3,595

F-88 In 2012, the amount of €1,185 thousand was transferred back to EDAG AG due to a surplus having been paid to VKE. The IFRS 5 reclassification in the amount of €-130 thousand in 2013 is the result of the classification of Rücker Aerospace GmbH as an asset held for sale as per IFRS 5. In 2012, the changes to companies included in the scope of consolidation in the amount of €7,775 thousand affects the net present value of the pension obligations and, where the amount of €3,250 thousand is concerned, the fair value of the plan assets of Rücker AG, Wiesbaden, as well as some subsidiaries at the time of acquisition. The fair value of the plan assets is distributed as follows across the individual asset categories.

12/31/2014 12/31/2013 01/01/2013 12/31/2011 in € thousand Values % Values % Values % Values % Debt securities (Germany) .... 20,105 82% 20,666 84% 20,201 85% 21,371 100% of which investments in the employer or related parties (without quoted market price) ...... 20,105 – 20,666 – 20,201 – 21,371 – Reinsurance cover asset values (Germany) ...... 1,856 8% 1,663 7% 1,538 6% 89 0% of which without quoted market price in an active market ...... 1,856 – 1,663 – 1,538 – 89 – Collective fund (Switzerland) ...... 2,487 10% 2,230 9% 2,056 9% – 0% of which without quoted market price in an active market ...... 2,487 – 2,230 – 2,056 – – – Total plan assets ...... 24,448 100% 24,559 100% 23,795 100% 21,460 100%

The asset ceiling has developed as follows:

2014 2013 2012 in € thousand Total Total Total Asset ceiling as at January 1, ...... – 197 513 Expected income from the asset ceiling ...... – 7 26 Profit (+) / loss (-) from changes to the asset ceiling ...... – -204 -342 Asset ceiling as at December 31, ...... – – 197

The asset ceiling arose from the fact that the asset value was larger than the value of the obligation but this surplus amount could not be used for coverage. This asset ceiling is no longer effective due to an amendement to VKE’s articles of association. The following sensitivity analysis shows the effects of an increase or decrease in the actuarial assumptions on the vested net present value: in € thousand 2014 2013 2012 Ø Actuarial interest rate +0.50% ...... 43,562 34,049 32,593 - 0.50% ...... 50,500 39,421 35,971 Ø Life expectancy + 1 year ...... 47,338 37,988 – - 1 year ...... 46,273 34,605 –

F-89 The sensitivities were determined in the same way as the scope of obligations. In the process, one assumption was changed while the remaining assumptions and the evaluation methodology remained unchanged. If multiple assumptions change at the same time, the effect does not necessarily agree to the sum of the individual effects. Additionally, the effects of the individual assumption changes are not linear. As the benefits from VKE take neither a vesting trend nor a pension trend into account, a change to this assumption has no significant effects on the total obligation. The average weighted duration of the vested net present value of the defined benefit pension plans of EDAG as at December 31, 2014 was 15 years (2013: 15 years; 2012: 15 years). For the 2015 financial year, the Group is expecting contributions to defined benefit pension plans to total €1,958 thousand (2013: €1,885 thousand; 2012: €1,362 thousand). For the 2015 financial year, the Group is expecting disbursements from the pension fund in the amount of €750 thousand. The following key actuarial assumptions are the basis of the calculation of the vested net present value:

12/31/2014 12/31/2013 01/01/2013 12/31/2011 Ø Discount rate Germany ...... 2.00% 3.70% 3.80% 5.00% Switzerland ...... 1.50% 2.30% 2.00% 2.50% Italy ...... 1.80% 3.15% 0 0 Vested trend Germany ...... 0.00% 0.00% 0.00% 0.00% Switzerland ...... 1.00% 1.00% 1.00% 1.00% Italy ...... 2.50% 2.50% 0 0 Pension trend Germany ...... 1.75% 2.00% 1.50% 1.50% Switzerland ...... 0.00% 0.00% 0.00% 0.00% Italy ...... 2.63% 3.00% 0 0 Inflation rate Germany ...... 1.50% 1.50% 1.50% 1.50% Switzerland ...... 0.50% 0.50% 0.50% 0.50% Italy ...... 1.50% 2.00% 0 0 Biometric basis for calculation Germany ...... 2005 G 2005 G 2005 G 2005 G Heubeck tables Heubeck tables Heubeck tables Heubeck tables Switzerland ...... BVG2010 GT BVG 2010 GT BVG 2010 GT n.a. Italy ...... RG48 RG48 n.a. n.a.

F-90 5.5.11. Other provisions (25) The development of other provisions is shown in the following provision schedule:

Provisions in connection with assets Change in the held for sale/ Currency As at scope of discontinued conversion As at in € thousand 01/01/2014 consolidation operations differences Discounting Addition Utilisation Reversal Transfer 12/31/2014 Non-current provisions Personnel ...... 683 -46 – – 10 376 -72 -206 – 745 Disinvestments ...... 2,267 – – – – – – – – 2,267 Other provisions ...... 1,449 -1 – 110 1 554 – -173 52 1,992 Total non-current provisions ...... 4,399 -47 – 110 11 930 -72 -379 52 5,004 Current provisions F-91 Taxes ...... 2,070 -122 – -4 – 256 -277 -162 – 1,761 Personnel ...... 1,536 – – -18 – 3,709 -997 -8 – 4,222 Warranty obligation ...... 180 – – – – 100 – – – 280 Onerous contracts ...... 2,613 -187 – – – 394 -984 -2 – 1,834 Restructuring ...... – – – -11 – 335 – – – 324 Legal disputes ...... 352 -15 – 4 – 14 -6 -7 – 342 Disinvestments ...... 4,508 – – – – 100 -1,362 -3,046 – 200 Other current provisions . . . 1,824 – – 29 – 2,278 -256 -19 -52 3,804 Total current provisions ... 13,083 -324 – – – 7,186 -3,882 -3,244 -52 12,767 Provisions in connection with assets Change in the held for sale/ Currency As at scope of discontinued conversion As at in € thousand 01/01/2013 consolidation operations differences Discounting Addition Utilisation Reversal Transfer 12/31/2013 Non-current provisions Personnel ...... 2,433 – – -39 10 295 -1,305 -47 -664 683 Disinvestments ...... 3,034 – – – – – – -767 – 2,267 Other provisions ...... 1,242 -97 – -159 7 890 -247 -187 – 1,449 Total non-current provisions ...... 6,709 -97 – -198 17 1,185 -1,552 -1,001 -664 4,399 Current provisions Taxes ...... 161 – – – – 2,070 -161 – – 2,070 Personnel ...... 831 – – -56 – 873 -486 -160 534 1,536

F-92 Warranty obligation ...... 1,033 – – – – – -3 -850 – 180 Onerous contracts ...... 2,396 – – -1 – 263 – -45 – 2,613 Legal disputes ...... 185 10 – -56 – 213 – – – 352 Disinvestments ...... 1,758 – – – – 2,750 – – – 4,508 Other current provisions ..... 2,019 46 -53 -56 – 118 -165 -85 – 1,824 Total current provisions ..... 8,383 56 -53 -169 – 6,287 -815 -1,140 534 13,083 Provisions in connection with assets Change in the held for sale/ Currency As at scope of discontinued conversion As at in € thousand 01/01/2012 consolidation operations differences Discounting Addition Utilisation Reversal Transfer 12/31/2012 Non-current provisions Personnel ...... 2,754 582 – -13 – 518 -1,265 – -144 2,432 Disinvestments ...... – – – – – 3,034 – – – 3,034 Other provisions ...... 541 313 – -52 – 229 – – 213 1,244 Total non-current provisions ...... 3,295 895 – -65 – 3,781 -1,265 – 69 6,710 Current provisions Taxes ...... 861 – – – – 161 -855 -6 – 161 Personnel ...... 437 – – -22 – 646 -61 -169 – 831

F-93 Warranty obligation ...... 100 80 – – – 853 – – – 1,033 Onerous contracts ...... 3,496 – – – – 23 -1,069 -54 – 2,396 Legal disputes ...... 207 – – -22 – – – – – 185 Disinvestments ...... 1,758 – – – – – – – – 1,758 Other current provisions ..... 1,753 78 – -2 – 666 -185 -77 -213 2,020 Total current provisions ..... 8,612 158 – -46 – 2,349 -2,170 -306 -213 8,384 Provisions in connection with assets Change in the held for sale/ Currency As at scope of discontinued conversion As at in € thousand 01/01/2011 consolidation operations differences Discounting Addition Utilisation Reversal Transfer 12/31/2011 Non-current provisions Personnel ...... 5,712 -2,324 -36 -26 – 678 -1,120 -130 – 2,754 Warranty obligation ...... 37 – -34 -3 – – – – – – Other provisions ...... 693 -72 -5 -75 – – – – – 541 Total non-current provisions ...... 6,442 -2,396 -75 -104 – 678 -1,120 -130 – 3,295 Current provisions Taxes ...... 4,292 -2,347 -222 -7 – 1,891 -1,553 -1,193 – 861 Personnel ...... 980 -12 – -18 – 234 -440 -307 – 437

F-94 Warranty obligation ...... 589 -451 -150 12 – 100 – – – 100 Onerous contracts ...... 5,056 -1,595 -242 -27 – 310 – -6 – 3,496 Legal disputes ...... 306 -62 -17 -20 – – – – – 207 Disinvestments ...... – – – – – 1,758 – – – 1,758 Other current provisions ..... 1,613 – -500 -1 – 788 -134 -13 – 1,753 Total current provisions ..... 12,836 -4,467 -1,131 -61 – 5,081 -2,127 -1,519 – 8,612 The other tax provisions include possible obligations from other taxes (including but not limited to land transfer tax and tax on wages). The personnel provision includes other long-term benefits to employees, within the meaning of IAS 19.153, that exist at the time of reporting in the amount of €474.0 thousand (12/31/2013: €322 thousand; 01/01/2013: €1,941 thousand; 12/31/2011: €2,798 thousand). Severance pay is also taken into account in this provision position. The provision for warranties exists for statutory and contractual guarantee obligations, as well as for goodwill towards customers. Provisions were recognized for warranty obligations from products sold within the last two years. The valuation is carried out on the basis of values derived from experience of repairs and complaints in the past. It is anticipated that the majority of these costs will be incurred within the next financial year, and the entire provisioned amount will be incurred within two years after the balance sheet date. The assumptions underlying the calculations for provisions for warranty obligations are based on the current level of sales and the currently available information regarding complaints for the products sold within the two-year warranty period. Provisions for warranty obligations for specific customer projects were also established according to the expected value calculated for potential goodwill gestures. Provisions for onerous contracts are formed when excess costs are incurred for pending sales transactions. As a general rule, losses from construction contracts are calculated on the basis of the production costs. A liability is only recognized if the costs are higher than the receivable on the reporting date. Provisions for disinvestments have been created for potential obligations arising from various company sales. As an internationally active company, the EDAG Group is exposed to numerous legal risks.These can particularly include risks from the areas of competition and anti-trust law, patent law, etc. As the results of currently pending and/or future legal action cannot be forecast with any certainty, it is possible that legal or official decisions or settlement agreements might lead to costs being incurred which are either not, or not fully, covered by insurance benefits. In the case of current provisions, we work on the basis that the cash outflow is to be expected in the following year. Non-current personnel provisions are primarily anniversary provisions that will be paid out within the next 2 – 25 years. Where the remaining non-current provisions are concerned, we work on the basis that these will be paid out within the next 2 – 4 years.

5.5.12. Financial liabilities (26) in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Liabilities due to credit institutions ...... 6,350 8,027 43,783 1,032 Liabilities from loans ...... 160,169 224,885 79,186 88,370 due to third parties ...... 17 24 – – due to affiliated companies ...... 160,013 204,209 57,799 – due to other related parties ...... 139 20,652 21,387 88,370 Liabilities from financing leases ...... 206 473 898 9,010 Liabilities from derivative financial instruments ...... 136 – 82 309 Total ...... 166,861 233,385 123,949 98,721

The liabilities due to credit institutions (current and non-current) include a property loan in the amount of €2,759 thousand (12/31/2013: €3,371 thousand; 1. 1.2013: €3,953 thousand; 12/31/2011: €0 thousand). This property loan is interest-bearing at an unchanged average

F-95 interest rate of 4.82 percent p.a. and has been repaid with an unchanged monthly annuity installment of €64 thousand. As at December 31, 2014, there are no liabilities from current account agreements (12/31/2013: €59 thousand; 01/01/2013: €1,140 thousand; 12/31/2011: €0 thousand). The sharp increase in liabilities due to credit institutions in the 2012 financial year is attributable to both the inclusion of the Rücker Group with liabilities on January 1, 2013 in the amount of €17,411 thousand and a loan for short-term financing in the amount of €25,000 thousand. The Group has provided the following securities as collateral for the bank liabilities: in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Registered land charges Nominal ...... 1,200 1,916 1,916 – Credit exposure ...... 250 360 541 – Securities Nominal ...... 4,242 14,500 11,950 – Credit exposure ...... 2,002 1,288 8,325 –

In 2012, the liabilities due to credit institutions in the amount of €25,000 thousand were collateralised by the pledging of shares held in the financial assets. ATON Group Finance GmbH, Going am Wilden Kaiser, Austria, is the major creditor of the EDAG Group with a loan in the amount of €160,013 thousand as at December 31, 2014 (12/31/2013: €198,904 thousand; 01/01/2013: €0 thousand; 12/31/2011: €0 thousand). Of this amount, €158,800 thousand (12/31/2013: €192,893 thousand; 01/01/2013: €0 thousand; 12/31/2011: €0 thousand) is to be classified as non-current financing. As at January 1, 2013, there was a loan in the amount of €57,799 thousand with a term to maturity of up to 1 year due to the indirect shareholder ATON GmbH, Munich, Germany. In 2012, the liabilities due to related companies significantly decreased by €65,808 thousand, primarily due to the repayment of a loan by Horus Vermögensverwaltungs GmbH & Co. KG. The interest rate up to the point of complete repayment was 7 percent. In the 2013 financial year, the only outstanding loan was due to VKE Versorgungskasse EDAG-Firmengruppe e.V. This loan was repaid in the 2014 financial year. The average interest rate was 4.2 percent. The liabilities from leases exist primarily due to hardware financing. The average interest rate is 6 percent. The sharp decline in liabilities from financing leases in the 2012 financial year is attributable to the sale of Rosata Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Fulda- West KG, Grünwald (transaction under common control). See Chapter 5.8.2 “Leases” for additional information on leases. Derivatives include the cash outflow of derivative financial instruments with a negative fair value as well as the cash outflow of derivatives with a positive fair value, for which gross settlement has been arranged.

F-96 Liabilities from Liabilities from loans due to Liabilities from derivative Liabilities due to affiliated Financing- financial in € thousandcredit institutions third parties companies related parties leases instruments Total Term to maturity as at 12/31/2014 ≤ 1 year ...... 3,325 7 1,213 139 38 136 4,858 > 1 year to ≤ 5 years ...... 3,025 10 158,800 – 168 – 162,003 > 5 years ...... – – – – – – – Total ...... 6,350 17 160,013 139 206 136 166,861 Term to maturity as at 12/31/2013 ≤ 1 year ...... 3,497 24 11,316 20,652 159 – 35,648 > 1 year to ≤ 5 years ...... 4,530 – 192,893 – 233 – 197,656 > 5 years ...... – – – – 81 – 81 Total ...... 8,027 24 204,209 20,652 473 – 233,385

F-97 Term to maturity as at 01/01/2013 ≤ 1 year ...... 38,252 – 57,799 21,387 428 82 117,948 > 1 year to ≤ 5 years ...... 4,791 – – – 372 – 5,163 > 5 years ...... 740 – – – 98 – 838 Total ...... 43,783 – 57,799 21,387 898 82 123,949 Term to maturity as at 12/31/2011 ≤ 1 year ...... 1,032 – – 88,370 504 309 90,215 > 1 year to ≤ 5 years ...... – – – – 2,166 – 2,166 > 5 years ...... – – – – 6,340 – 6,340 Total ...... 1,032 – – 88,370 9,010 309 98,721 It is the aim of the Group to preserve the balance between the ongoing coverage of funding requirements, and ensured flexibility through the use of current account overdraft, loans, financing leases and lease-to-buy contracts. The following table shows the liquidity risk of EDAG. With this, the contractually agreed (non- discounted) interest and principal payments of the original financial liabilities and the derivative financial instruments are shown with their positive and negative attributable fair value. All instruments which were held on December 31, 2014, and for which payments were already contractually agreed, have been included. Plan figures for future new liabilities are not included. Foreign currency amounts have been converted at the spot exchange rate on the reporting date. Financial liabilities repayable at any time are always allocated to the earliest time scale. There were no defaults on the recognized loans during the reporting year.

F-98 Cash flows Cash flows Cash flows Cash flows 2015 2016 2017 - 2019 2020 onwards Interest Interest Interest Interest without fixed Book values Principal Principal Principal Principal Principal in € thousand 12/31/2014 fixed varrepayment fixed varrepayment fixed varrepayment fixed var repayment repayment Liabilities due to credit institutions ...... 6,350 173 – 3,325 108 1 1,342 81 – 1,683 – – – – Liabilities from loans ...... 160,169 – – 1,359 2,618 – 6 5,222 – 158,804 – – – – due to third parties ...... 17 – – 7 – – 6 – – 4 – – – – due to affiliated companies ...... 160,013 – – 1,213 2,618 – – 5,222 – 158,800 – – – – due to related parties .... 139 – – 139 – – – – – – – – – – Liabilities from financing leases ...... 206 14 – 38 3 – 35 28 – 133 – – – – Liabilities from derivative financial instruments .... 136 – – 136 – – – – – – – – – – F-99 Total ...... 166,861 187 – 4,858 2,729 1 1,383 5,331 – 160,620 – – – – Receivables from derivative financial instruments .... – – – – – – – – – – – – – – Cash flows Cash flows Cash flows Cash flows 2014 2015 2016 - 2018 2019 onwards without fixed Book values Interest Principal Interest Principal Interest Principal Interest Principal Principal in € thousand12/31/2013 fixed varrepayment fixed varrepayment fixed varrepayment fixed var repayment repayment Liabilities due to credit institutions ...... 8,028 740 4 3,498 257 3 1,505 20 2 3,025 – – – – Liabilities from loans ...... 224,885 3,471 – 10,842 16,420 – 266 29,868 – 193,125 – – – 20,652 due to third parties ...... 24 – – 24 – – – – – – – – – – due to affiliated companies ...... 204,209 2,611 – 10,818 16,420 – 266 29,868 – 193,125 – – – – due to related parties ...... 20,652 860 – – – – – – – – – – – 20,652 Liabilities from financing leases ...... 473 10 – 159 8 – 53 4 – 180 – – 81 – Liabilities from derivative

F-100 financial instruments ...... – – – – – – – – – – – – – – Total ...... 233,386 4,221 4 14,499 16,685 3 1,824 29,892 2 196,330 – – 81 20,652 Receivables from derivative financial instruments ...... – – – – – – – – – – – – – – Cash flows Cash flows Cash flows Cash flows 2013 2014 2015 – 2017 2018 onwards without fixed Book values Interest Principal Interest Principal Interest Principal Interest Principal Principal in € thousand 01/01/2013 fixed varrepayment fixed varrepayment fixed varrepayment fixed var repayment repayment Liabilities due to credit institutions ...... 43,785 357 8 38,253 259 6 1,751 306 6 3,041 22 – 740 – Liabilities from loans ...... 79,186 775 – – – – – – – – – – – 79,186 due to third parties ...... – – – – – – – – – – – – – – due to affiliated companies .... 57,799 – – – – – – – – – – – – 57,799 due to related parties ...... 21,387 775 – – – – – – – – – – – 21,387 Liabilities from financing leases . . . 898 37 – 429 22 – 181 29 – 190 11 – 98 – Liabilities from derivative financial instruments ...... 82 – – 3,100 – – – – – – – – – – Total ...... 123,951 1,169 8 41,782 281 6 1,932 335 6 3,231 33 – 838 79,186 F-101 Receivables from derivative financial instruments ...... – – – 2,369 – – – – – – – – – – Cash flows Cash flows Cash flows Cash flows 2012 2013 2014 – 2016 2017 onwards without fixed Book values Interest Principal Interest Principal Interest Principal Interest Principal Principal in € thousand12/31/2011 fixed varrepayment fixed varrepayment fixed varrepayment fixed var repayment repayment Liabilities due to credit institutions ...... 1,033 – 119 887 – 9 146 – – – – – – – Liabilities from loans ...... 88,370 6,123 – 434 – – – – – – – – – 87,936 due to third parties ...... – – – – – – – – – – – – – – due to affiliated companies . . – – – – – – – – – – – – – – due to related parties ...... 88,370 6,123 – 434 – – – – – – – – – 87,936 Liabilities from financing leases ...... 9,010 534 – 504 505 – 516 3,121 – 1,650 1,572 – 6,340 – Liabilities from derivative financial instruments ...... 309 – – 1,564 – – – – – – – – – –

F-102 Total ...... 98,722 6,657 119 3,389 505 9 662 3,121 – 1,650 1,572 – 6,340 87,936 Receivables from derivative financial instruments ...... – – – 2,809 – – – – – – – – – –

In contrast to cash outflow due to derivatives for which gross settlement has been arranged, there are also cash inflows; these are not, however, shown in this maturity analysis. If the cash inflows were also to be taken into account, the cash outflows presented would be reduced considerably. 5.5.13. Accounts payable and other liabilities (27)

12/31/2014 12/31/2013 01/01/2013 12/31/2011 Term to maturity Term to maturity Term to maturity Term to maturity

> 1 year > 1 year > 1 year > 1 year in € thousand Total ≤ 1 year ≤ 5 years Total ≤ 1 year ≤ 5 years Total ≤ 1 year ≤ 5 years Total ≤ 1 year ≤ 5 years Accounts payables due to third parties ...... 18,421 18,421 – 18,866 18,864 2 21,752 21,748 4 16,486 16,482 4 due to affiliated companies ...... 246 246 – 973 973 – 999 999 – 8,785 8,785 – due to related parties ...... 6 6–136 136 – 25 25 – 322 322 – from construction contracts with a negative balance ...... 12,349 12,349 – 6,130 6,130 – 5,568 5,568 – 8,768 8,768 – advance payments received on construction contracts with a negative balance ...... 49,269 49,269 – 32,449 32,449 – 22,007 22,007 – 18,537 18,537 –

F-103 Total ...... 80,291 80,291 – 58,554 58,552 2 50,351 50,347 4 52,898 52,894 4 Other liabilities advance payments received on orders ...... 467 467 – 142 142 – 186 186 – 598 598 – due to affiliated companies ...... 1,376 1,376 – 315 315 – 791 791 – 269 269 – due to related companies ...... – –– – ––2 2–– –– due to employees ...... 21,921 21,918 3 23,232 23,229 3 27,181 27,178 3 21,414 21,411 3 within the context of social security ...... 1,516 1,368 148 411 324 87 326 250 76 301 236 65 deferred income ...... 407 407 – 636 636 – 296 296 – 55 55 – from value-added tax ...... 16,620 16,620 – 12,659 12,659 – 5,963 5,963 – 6,535 6,535 – from other taxes ...... 8,035 8,035 – 6,841 6,841 – 9,431 9,431 – 2,424 2,424 – other liabilities ...... 4,218 4,218 – 5,162 5,162 – 4,970 4,970 – 3,155 3,155 – Total ...... 54,560 54,409 151 49,398 49,308 90 49,146 49,067 79 34,751 34,683 68 Overall ...... 134,851 134,700 151 107,952 107,860 92 99,497 99,414 83 87,649 87,577 72 The gross amount due to customers for construction contracts is composed of the following net amounts.

in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Accrued costs including partial profits and losses ...... 229,679 114,092 85,186 186,295 Partial settlements and advance payments received from construction contracts with a negative balance ...... -291,297 -152,671 -112,761 -213,600 Future liabilities from construction contracts ... -61,618 -38,579 -27,575 -27,305

The liabilities due to employees are primarily composed of special salary payments (€958 thousand; 12/31/2013: €2,138 thousand; 01/01/2013: €6,710 thousand; 12/31/2011: €5,457 thousand), obligations from overtime and flexi-time credits (€10,013 thousand; 12/31/2013: €9,371 thousand; 01/01/2013: €8,709 thousand; 12/31/2011: €5,493 thousand), obligations from outstanding holiday allowances (€6,572 thousand; 12/31/2013: €6,814 thousand; 01/01/2013: €6,695 thousand; 12/31/2011: €4,274 thousand), profit share obligations (€2,381 thousand; 12/31/2013: €2,683 thousand; 01/01/2013: €2,639 thousand; 12/31/2011: €4,201 thousand) and obligations from holiday pay and Christmas bonuses (€617 thousand; 12/31/2013: €1,013 thousand; 01/01/2013: €1,309 thousand; 12/31/2011: €332 thousand). Deferred income is mainly comprised of large advance payments from customers which were received prior to the balance sheet date and not converted to revenue until the new year. The other liabilities include accounts payable to employers’ insurance associations, the integration agencies and overpayments.

5.5.14. Income and deferred tax liabilities (28)

in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Deferred tax liabilities ...... 10,155 18,837 15,575 700 Non-current income tax liabilities ...... 1,460 1,460 1,335 – Current income tax liabilities ...... 13,690 5,970 3,734 1,893 Total ...... 25,305 26,267 20,644 2,593

In addition to the deferred taxes explained under the section titled “Income Tax”, the income tax liabilities include income taxes from the current year and the previous years. Of the deferred tax liabilities, €9,352 thousand (12/31/2013: €18,663 thousand; 01/01/2013: €15,068 thousand; 12/31/2011: €5,194 thousand) will be realisable after more than twelve months. Provided that the conditions for offset are met, deferred tax assets are shown on the statement of financial position set off against deferred tax liabilities.

5.6. Notes regarding the segment reporting The segment reporting was prepared in accordance with IFRS 8 “Operating Segments”. Individual consolidated results are reported by company divisions in comformity with the internal reporting and organisational structure of the group. The key performance indicator for the executive board at the segment level is the EBIT, as the adjusted effects are presented under “Others”. Therefore at segment level, the EBIT shown is basically equal to the adjusted EBIT. The only exception to this rule are the effects of the purchase price allocation shown in the segment EBIT. This reporting structure was developed in 2014 and determined retrospectively for the previous years. The segment presentation is designed to show the profitability as well as the assets and financial situation of the individual business activities. Intercompany sales are accounted for at customary market prices and are equivalent to sales towards third parties (arm’s length principle).

F-104 In the reporting year, the non-current assets amounted to €183.2 million (12/31/2013: €208.9 million; 01/01/2013: €173.7 million; 12/31/2011: €76.9 million). Of these, €171.9 million are domestic and €11.3 million are non-domestic (12/31/2013: (domestic: €197.8 million; non-domestic: €11.4 million); 01/01/2013: (domestic: €162.0 million; non-domestic: €11.7 million); 12/31/2011: (domestic: €64.2 million; non-domestic: €12.7 million)). The assets, liabilities and provisions are not reported by segments, as this information is not part of the internal reporting. The “Vehicle Engineering” segment (in short: VE) consists of services along the vehicle development process as well as responsibility for derivative and complete vehicles. The key customers are the vehicle manufacturers and their suppliers. The segment is divided into the following divisions: In the Design Concepts department, we offer a full range of styling and design services, and in our design studios we are able to realise large model building volumes. Our Body Engineering department brings together all of our services such as package, body assembly as well as interior and exterior. This also includes the development of door systems. Our Vehicle Integration department is responsible for the complete functional integration and the vehicle validation. In addition to this, we also offer extensive testing services in our certified test laboratories. Calculation and simulation are likewise included in our range of services. Complete vehicle projects as well as large-scale interdisciplinary module packages, partially including the international integration of subsidiaries, are managed in our Project Management department. In our “Production Solutions” segment (in short: PS), in our role as an all-round engineering partner, we are responsible for the development and implementation of production processes at 21 locations worldwide. In addition to handling the individual stages in the product creation process as well as all factory and production systems-related services, we are also able to optimally plan complete factories over all fields, including cross processes, and to provide the realisation from a single source. In the context of “Simultaneous Engineering”, we favour an integrative approach, with the vehicle engineering, systems planning and production simulation departments all working together in order to design the optimum project interfaces. In the Systems Engineering division, we offer integrated competence from one-off solutions through to turn-key systems for the complete white body assembly. With our comprehensive know-how in design, simulation and automation in all of the regular systems, we are able to handle sophisticated development projects. Our portfolio is also complemented with our process consulting and “Feynsinn” CAx development department. Here, IT-supported sequences and methods are developed, as well as software for product design, development, production and marketing. Feynsinn also offers consulting, conceptual and realisation services in the field of visualisation technologies. Customised training opportunities complete the portfolio. In our “Electrics/Electronics” segment (in short: EE), we carry out the integration of new electrical/electronic components and modules in sustainable vehicle concepts and also focus on the key theme of energy in the vehicle. The E/E Vehicle Engineering department takes full responsibility for the functional development in derivative and complete vehicle projects, through to the commissioning, validation and the approval process. In our Engineering Services division we support development projects with professional and experienced employees. In doing so, our range of services starts from small-scale orders through to complete development packages. In Systems Engineering, we develop systems on behalf of our customers and manufacture our own niche products, focusing here on measuring, controlling and regulating the energy in the vehicle. Under “Others” it is essentially the small batch production of chassis modules at our location in Eisenach which is carried out. This also includes EKS InTec GmbH, Weingarten, which was sold on May 31, 2014, and the Aerospace business which was sold on March 31, 2014. Until its

F-105 deconsolidation on May 31, 2012, it also included the personnel service provider ED WORK GmbH & Co. KG, Fulda. All of the essential non-operating expenses and income are also reported here. Among others, this includes income / expenses from deconsolidations, from company sales, from the sale of property and buildings, and from restructuring costs (severance pay, consulting costs).

01/01/2014 - 12/31/2014 Vehicle Production Electrics/ Total Consoli- Total in € thousand Engineering Solutions Electronics Others Segments dation Group Sales revenue with third parties ...... 409,992 100,768 123,696 63,002 697,458 – 697,458 Sales revenue with other segments ...... 7,375 5,607 149 564 13,695 -13,695 – Changes in inventories ..... 237 – -11 -7,936 -7,710 – -7,710 Total sales revenue and changes in inventories ... 417,604 106,375 123,834 55,630 703,443 -13,695 689,748 EBIT ...... 26,027 11,974 8,219 41,423 87,643 – 87,643 EBIT margin (%) ...... 6.2% 11.3% 6.6% 74.5% 12.5% – 12.7% Depreciation, amortisation and impairment ...... 17,803 1,647 3,356 2,807 25,613 – 25,613

01/01/2013 - 12/31/2013 Vehicle Production Electrics/ Total Consoli- Total in € thousand Engineering Solutions Electronics Others Segments dation Group Sales revenue with third parties ...... 387,443 75,427 97,836 59,421 620,127 – 620,127 Sales revenue with other segments ...... 4,587 2,335 48 519 7,489 -7,489 – Changes in inventories ..... -235 – 120 12,400 12,285 – 12,285 Total sales revenue and changes in inventories ... 391,795 77,762 98,004 72,340 639,901 -7,489 632,412 EBIT ...... 19,052 9,023 6,558 3,890 38,523 – 38,523 EBIT margin (%) ...... 4.9% 11.6% 6.7% 5.4% 6.0% – 6.1% Depreciation, amortisation and impairment ...... 16,802 1,139 4,645 2,398 24,984 – 24,984

01/01/2012 - 12/31/2012 Vehicle Production Electrics/ Total Consoli- Total in € thousand Engineering Solutions Electronics Others Segments dation Group Sales revenue with third parties ...... 252,283 67,686 37,547 58,320 415,836 – 415,836 Sales revenue with other segments ...... 2,584 3,681 1 5,611 11,877 -11,877 – Changes in inventories ..... -763 – 31 77 -655 – -655 Total sales revenue and changes in inventories ... 254,104 71,367 37,579 64,008 427,058 -11,877 415,181 EBIT ...... 17,672 7,140 3,416 7,254 35,482 – 35,482 EBIT margin (%) ...... 7.0% 10.0% 9.1% 11.3% 8.3% – 8.5% Depreciation, amortisation and impairment ...... 8,969 1,503 111 1,892 12,475 – 12,475

F-106 Income and expenses as well as results between the segments are eliminated in the consolidation. 5.7. Notes on the cash flow statement A positive operating cash flow of €56.7 million was achieved in the reporting year (2013: €21.0 million). Of significance for the increase in the operating cash flow was an earnings after tax from continuing operations that was €36.5 million higher in comparison with the previous year. The working capital, in comparison, increased slightly, which reduced the operating cash flow. At €25.2 million, the gross investments in the reporting year were approximately €2.8 million higher than the previous year’s level. The investments essentially relate to the recruitment that was carried out and were therefore completed for enhancements to the software and hardware and for the site development. The sales of certain fully consolidated companies had a positive influence in total of €30.0 million on the investing cash flow. In contrast, the assumption of debt had a negative impact of €40.0 million within the context of including EDAG GmbH & Co. KGaA. In the financing cash flow we had a cash outflow in total of €54.8 million (2013: cash inflow of €76.0 million). Current and non-current financial liabilities of €31.9 million and €35.6 million respectively were repaid. Overall, free cash flow was increased by €65.5 million compared to the previous year. The changes to the statement of financial position items which are shown in the cash flow statement are not directly derivable from the statement of financial position, as effects from the currency conversion and from changes in the scope of consolidation are non-cash and disclosed separately. 5.8. Other notes 5.8.1. Contingent Liabilities/Receivables and Other Financial Obligations 5.8.1.1. Contingent Liabilities

in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Liabilities from warranty agreements ...... – – – 7 Liability arrangements from the pledge of securities for third-party liabilities ...... – – 3,137 3,465 Liabilities from contingent taxes ...... – – 51 75 Other contingent liabilities ...... – – – 5 Total ...... – – 3,188 3,552

No provisions were formed for the contingent liabilities in 2012, which are valued at nominal value, since, as per the balance sheet date, the applicable risks were considered unlikely to materialize.

5.8.1.2. Other financial obligations In addition to the provisions, liabilities and contingent liabilities, there are also other financial liabilities, and these are composed as follows:

in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Obligations from the renting of property .... 89,451 34,063 21,796 7,874 Obligations from miscellaneous renting and leasing contracts ...... 8,862 11,674 12,136 7,590 Open purchase orders ...... 1,179 1,704 1,674 1,530 Outstanding limited partner’s share in registered partnerships ...... –––10 Other miscellaneous financial obligations .... 538 2,000 3,227 448 Total ...... 100,030 49,441 38,833 17,452

F-107 In the case of fixed-term contracts, the expense which is incurred for the full time period is taken into account; in the case of permanent contracts, the expense from the following fiscal year was incoporated in the valuation. The other renting and leasing contracts related to the vehicle fleet and specific office and business equipment (photocopiers, printers). All cases refer to so-called operating-lease contracts which do not lead to any recognition of the properties in the company. The advantage of these contracts is in their limited capital commitment in comparison with the aquisition and in the cessation of the recovery risk. Risks could result from the contractual period insofar as it would no longer be possible to use the properties in full, although there is no current sign of this occurring. In addition to the miscellaneous obligations shown, the liability arrangements and the derivative financial instruments there are no off- balance sheet transactions which could be of significance to the financial situation of the company.

5.8.1.3. Contingent Receivables As in previous years, there were no contingent receivables on the balance sheet date.

5.8.2. Leases 5.8.2.1. EDAG as the lessee Financing leases If the lessee bears the main rewards and risks associated with the leasing object, then the economic ownership of the leased objects is attributed to the lessee. The Group has concluded financing leases and lease-to-buy contracts for various items of technical equipment and operating and office equipment, as well as for a building complex, with third party lessors. The net book values of the leasing objects capitalised within the context of financing leasing activity on the reporting date are shown in the following schedule:

in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Land and buildings ...... – – – 7,616 Other equipment, operating and office equipment ...... 196 506 844 333 Total ...... 196 506 844 7,949

F-108 The payment obligation resulting from finance leasing as of the reporting date is posted as a liability in the amount of the net present value of the future minimum leasing payments. In subsequent years, this liability will be reduced by the repayment portion as part of the leasing instalments. The interest share of the payments is posted to the statement of comprehensive income. In individual detail, the following future obligations result for the balance sheet date:

12/31/2014 12/31/2013 01/01/2013 12/31/2011 Minimum Minimum Minimum Minimum leasing Interest Present leasing Interest Present leasing Interest Present leasing Interest Present in € thousand payments portion values payments portion values payments portion values payments portion values Due date up to 1 year ...... 52 14 38 182 23 159 465 37 428 1,038 534 504 1 to 5 years ...... 198 30 168 275 42 233 422 50 372 3,991 1,825 2,166 over 5 years ...... – – – 86 5 81 109 11 98 7,911 1,571 6,340 Total ...... 250 44 206 543 70 473 996 98 898 12,940 3,930 9,010

As at the balance sheet date, there are no obligations from sale-and-lease-back contracts. F-109 Operating leases The economic ownership of leasing transactions is attributed to the lessor if the lessor bears the main rewards and risks associated with the leasing object. The obligations of EDAG from non- cancelable operating leases mainly exist for commercial property rental agreements, motor vehicles and technical equipment. At the year-end, the expenses of operating leases posted to the profit or loss amounted to €26,684 thousand (2013: €24,600 thousand; 2012: €14,921 thousand). The future minimum leasing payments from operating-leasing business areas follows: in € thousand 2014 2013 2012 future expenses from reporting year + 1 ...... 22,663 16,781 14,720 future expenses from reporting year + 2 to 4 ...... 36,694 21,094 15,800 future expenses from reporting year + 5 et seqq...... 38,956 7,862 3,412 Total ...... 98,313 45,737 33,932

Of these, as at the balance sheet date the following future minimum leasing payments exist which result from sale-and-lease-back transactions: in € thousand 2014 2013 2012 future expenses from reporting year + 1 ...... 3,983 450 450 future expenses from reporting year + 2 to 4 ...... 15,140 1,801 1,801 future expenses from reporting year + 5 et seqq...... 31,900 463 914 Total ...... 51,023 2,714 3,165

The obligations from non-cancelable operating leases mainly exist for commercial property agreements, IT leasing, motor vehicles and technical equipment. In the fiscal year, no conditional lease payments recognised in profit or loss were made (2013: €0 thousand; 2012: €12 thousand). At the year-end, the expenses from sublease payments totaled €0 thousand (2013: €52 thousand; 2012: €50 thousand).

5.8.2.2. EDAG as the lessor Financing leases EDAG does not act as a lessor with regard to financing leases.

Operating leases EDAG acts as a lessor with regard to operating leases, and continues to include the assets let in this respect in its statement of financial position. The leasing instalments received are posted through profit or loss. By and large, this involves the rental of buildings. As a general rule, leasing contracts tend to be short-term. At the year-end, the income from operating leasing amounted to €2,092 thousand (2013: €2,635 thousand; 2012: €2,687 thousand). The future minimum leasing payments from non-cancelable operating leases are as follows: in € thousand 2014 2013 2012 future income from reporting year + 1 ...... 3,435 2,657 2,788 future income from reporting year + 2 to 4 ...... 986 1,828 1,629 future income from reporting year + 5 et seqq...... – 87 222 Total ...... 4,421 4,572 4,639

In the 2014 fiscal year and in the years 2013 and 2012, no contingent rental income was recorded affecting net income.

F-110 5.8.3. Financial Instruments 5.8.3.1. Capital risk management The Group manages its capital with the aim of maximising the earnings of those involved in the company by optimising the ratio of equity to borrowed capital. In the process, care is taken to ensure that the group companies can all operate on the assumption that the company is a going concern. The Group capital structure is composed of debts, financing receivables, securities / derivative financial instruments, cash and cash equivalents, and also the equity due to the parent company’s equity investor. This consists of the subscribed capital, the capital reserves and the retained earnings. The capital structure of the Group is reviewed by the Executive Board on a half-yearly basis. During this review, the committee considers the cost of capital and the risks connected with each capital category. The Executive Board’s aim is to keep the net financial debt as low as possible in relation to equity (net gearing). In the reporting period it proved possible to reduce the financial liabilities on account of miscellaneous loan repayments. in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Financial Liabilities ...... -166,861 -233,385 -123,951 -98,721 Financial receivables from the cash pool towards the shareholder ...... 5,539 27,986 20,209 – Miscellaneous financing receivables ...... – – 5,185 5,690 Securities / derivative financial instruments . . . 92 109 68 64 Cash and cash-equivalents ...... 39,502 68,606 36,188 50,891 Net – financial debt/-credit (-/+) ...... -121,728 -136,684 -62,301 -42,076 Equity ...... 117,411 102,922 113,005 67,150 Net Gearing ...... 104% 133% 55% 63% Liabilities due to credit institutions ...... -6,350 -8,028 -43,785 -1,033 Cash and cash-equivalents ...... 39,502 68,606 36,188 50,891 Net – financial balance with banks ...... 33,152 60,578 -7,597 49,858

5.8.3.2. Book Values, Valuation Approach and Fair Values of the Financial Instruments as per Valuation Category The book values and fair values of all financial instruments recorded in the consolidated financial statements are shown in the following table. For the most part, cash and cash equivalents, accounts receivable and other receivables have only a short time to maturity. For this reason, their book values on the reporting date are close approximations of the fair values. With the exception of accounts receivable and other receivables, none of the other financial instruments are either overdue or impaired on the reporting date. For the analysis of overdue, non-impaired accounts receivable and other receivables, see point 5.5.5 “Accounts receivable and other receivables (19)”). The fair values of other receivables and financial assets held to maturity with a remaining term of more than a year correspond to the net present values of the payments associated with the assets, taking into account the relevant interest parameters, which reflect the market and counterparty-related changes in conditions and expectations. Accounts payable and other financial liabilities regularly have short remaining terms to run, and the values posted are close approximations of the fair values.

F-111 A distinction is made between the following financial assets and financial liabilities, aggregated as per valuation category: (LaR) Loans and Receivables (HtM) Held-to-Maturity Investments (FAHfT) Financial Assets Held for Trading (AfS) Available-for-Sale Financial Assets (FLAC) Financial Liabilities measured at Amortised Cost (FLHfT) Financial Liabilities Held for Trading

F-112 Valuation category of statement of financial position as per IAS 39 Valuation Fair value statement of Valuation Amortised recognized Fair value financial category Book value aquisition Aquisition directly in through profit position in € thousand as per IAS 39 12/31/2014 costs costs equity or loss as per IAS 17 Financial assets (assets) Cash and cash-equivalents ...... (LaR) 39,502 39,502 – – – – Accounts receivable and other receivables in terms of IAS 32.11 ...... (LaR) 189,662 189,662 – – – – Future receivables from construction contracts ...... (LaR) 50,373 50,373 – – – – Loans ...... (LaR) 118 118 – – – – Assets available for sale ...... (AfS) 145 53 – 92 – – Derivative financial assets Derivatives without hedge relationship ...... (FAHfT) – – – – – – Financial liabilities (liabilities) F-113 Financial Liabilities Credit institutions ...... (FLAC) 6,350 6,350 – – – – Other interest-bearing liabilities ...... (FLAC) 160,169 160,169 – – – – Liabilities from financing leases ...... (n.a.) 206 – – – – 206 Derivative financial liabilities ...... (FLHfT) 136 – – – 136 – Accounts payable and other liabilities in terms of IAS 32.11 ...... (FLAC) 22,168 22,168 – – – – Financial assets and financial liabilities, aggregated as per valuation category, in accordance with IAS 39 Loans and receivables ...... (LaR) 279,655 279,655 – – – – Financial assets held for trading ...... (FAHfT) – – – – – – Available-for-sale financial assets ...... (AfS) 145 53 – 92 – – Financial liabilities measured at amortised cost ...... (FLAC) 188,687 188,687 – – – – Financial liabilities held for trading ...... (FLHfT) 136 – – – 136 – Valuation category of statement of financial position as per IAS 39 Valuation Fair value statement of Valuation Amortised recognized Fair value financial category Book value aquisition Aquisition directly in through profit position in € thousand as per IAS 39 12/31/2013 costs costs equity or loss as per IAS 17 Financial assets (assets) Cash and cash-equivalents ...... (LaR) 68,606 68,606 – – – – Accounts receivable and other receivables in terms of IAS 32.11 ...... (LaR) 149,305 149,305 – – – – Future receivables from construction contracts ...... (LaR) 37,732 37,732 – – – – Loans ...... (LaR) 80 80 – – – – Assets available for sale ...... (AfS) 535 97 – 438 – – Derivative financial assets Derivatives without hedge relationship ...... (FAHfT) 29 – – – 29 – Financial liabilities (liabilities) F-114 Financial Liabilities Credit institutions ...... (FLAC) 8,028 8,028 – – – – Other interest-bearing liabilities ...... (FLAC) 224,884 224,884 – – – – Liabilities from financing leases ...... (n.a.) 473 – – – – 473 Derivative financial liabilities ...... (FLHfT) – – – – – – Accounts payable and other liabilities in terms of IAS 32.11 ...... (FLAC) 24,085 24,085 – – – – Financial assets and financial liabilities, aggregated as per valuation category, in accordance with IAS 39 Loans and receivables ...... (LaR) 255,723 255,723 – – – – Financial assets held for trading ...... (FAHfT) 29 – – – 29 – Available-for-sale financial assets ...... (AfS) 535 97 – 438 – – Financial liabilities measured at amortised cost ...... (FLAC) 256,997 256,997 – – – – Financial liabilities held for trading ...... (FLHfT) – – – – – – Valuation category of statement of financial position as per IAS 39 Valuation Fair value statement of Valuation Amortised recognized Fair value financial category Book value aquisition Aquisition directly in through profit position in € thousand as per IAS 39 01/01/2013 costs costs equity or loss as per IAS 17 Financial assets (assets) Cash and cash-equivalents ...... 36,188 36,188 – – – – Accounts receivable and other receivables in terms of IAS 32.11 ...... (LaR) 123,122 123,122 – – – – Future receivables from construction contracts ...... (LaR) 29,150 29,150 – – – – Loans ...... (LaR) 79 79 – – – – Assets available for sale ...... (LaR) 508 125 – 383 – – Derivative financial assets ...... (AfS) Derivatives without hedge relationship ...... – – – – – – Financial liabilities (liabilities) (FAHfT) F-115 Financial Liabilities Credit institutions ...... 43,785 43,785 – – – – Other interest-bearing liabilities ...... (FLAC) 79,186 79,186 – – – – Liabilities from financing leases ...... (FLAC) 898 – – – – 898 Derivative financial liabilities ...... (n.a.) 82 – – – 82 – Accounts payable and other liabilities in terms of IAS 32.11 ...... (FLHfT) 26,941 26,941 – – – – Financial assets and financial liabilities, aggregated as per valuation category, in accordance with IAS 39 Loans and receivables ...... (LaR) 188,539 188,539 – – – – Financial assets held for trading ...... (FAHfT) – – – – – – Available-for-sale financial assets ...... (AfS) 508 125 – 383 – – Financial liabilities measured at amortised cost ...... (FLAC) 149,912 149,912 – – – – Financial liabilities held for trading ...... (FLHfT) 82 – – – 82 – Valuation category of statement of financial position as per IAS 39 Valuation Fair value statement of Valuation Amortised recognized Fair value financial category Book value aquisition Aquisition directly in through profit position in € thousand as per IAS 39 12/31/2011 costs costs equity or loss as per IAS 17 Financial assets (assets) Cash and cash-equivalents ...... (LaR) 50,891 50,891 – – – – Accounts receivable and other receivables in terms of IAS 32.11 ...... (LaR) 80,693 80,693 – – – – Future receivables from construction contracts ...... (LaR) 25,513 25,513 – – – – Loans ...... (LaR) 46 46 – – – – Assets available for sale ...... (AfS) 158 94 – 64 – – Derivative financial assets ...... Derivatives without hedge relationship ...... (FAHfT) 834 – – – 834 – Financial liabilities (liabilities) F-116 Financial Liabilities Credit institutions ...... (FLAC) 1,033 1,033 – – – – Other interest-bearing liabilities ...... (FLAC) 88,370 88,370 – – – – Liabilities from financing leases ...... (n.a.) 9,010 – – – – 9,010 Derivative financial liabilities ...... (FLHfT) 309 – – – 309 – Accounts payable and other liabilities in terms of IAS 32.11 ...... (LaR) 27,221 27,221 – – – – Financial assets and financial liabilities, aggregated as per valuation category, in accordance with IAS 39 Loans and receivables ...... (LaR) 157,143 157,143 – – – – Financial assets held for trading ...... (FAHfT) 834 – – – 834 – Available-for-sale financial assets ...... (AfS) 158 94 – 64 – – Financial liabilities measured at amortised cost ...... (FLAC) 116,624 116,624 – – – – Financial liabilities held for trading ...... (FLHfT) 309 – – – 309 – The fair values of securities correspond to the nominal value multiplied by the exchange quotation on the reporting date. The attributable fair values of liabilities due to credit institutions, loans and other financial liabilities are calculated as present values of the debt-related payments, based on the EDAG current yield curve valid at the time. By and large, the fair value of the financial liabilities corresponds to the book value. As at December 31, 2014 however, the fair value of the other interest-bearing liabilities (FLAC) amounted to €165,183 thousand, with a book value of €160,169 thousand. The valuation of the fair value took place according to the “Level 2” valuation category on the basis of a discounted cash-flow model. In this context, the current market rates of interest and the contractually agreed parameters were taken as the basis. Apart from the pledged accounts receivable, no financial instruments serve as collateral (also see chapter 5.4 “Notes on the Statement of Financial Position”). The information for the determination of attributable fair value is given in tabular form, based on a three-level fair value hierarchy for each class of financial instrument. There are three evaluation categories: Level 1: At level 1 of the fair value hierarchy, the attributable fair values are measured using listed market prices, as the best possible fair values for financial assets or liabilities can be observed in active markets. Level 2: If there is no active market for a financial instrument, a company uses valuation models to determine the attributable fair value. Valuation models include the use of current business transactions between competent, independent business partners willing to enter into a contract; comparison with the current attributable fair value of another, essentially identical financial instrument; use of the discounted cash flow method; or of option pricing models. The attributable fair value is estimated on the basis of the results achieved using one of the valuation methods, making the greatest possible use of market data and relying as little as possible on company-specific data. Level 3: The valuation models used at this level are not based on observable market data.

Assessed at fair value 12/31/2014 in € thousand Level 1 Level 2 Level 3 Total Financial assets (assets) Assets available for sale ...... 92 – – 92 Financial liabilities (liabilities) Derivative financial liabilities ...... – 136 – 136

Assessed at fair value 12/31/2013 in € thousand Level 1 Level 2 Level 3 Total Financial assets (assets) Assets available for sale ...... 438 – – 438 Derivative financial assets ...... – 29 – 29

Assessed at fair value 01/01/2013 in € thousand Level 1 Level 2 Level 3 Total Financial assets (assets) Assets available for sale ...... 383 – – 383 Financial liabilities (liabilities) Derivative financial liabilities ...... – 82 – 82

F-117 Assessed at fair value 12/31/2011 in € thousand Level 1 Level 2 Level 3 Total Financial assets (assets) Assets available for sale ...... 64 – – 64 Derivative financial assets ...... – 834 – 834 Financial liabilities (liabilities) Derivative financial liabilities ...... – 309 – 309

5.8.3.3. Offsetting of financial assets and liabilities The financial assets and liabilities are generally shown with the gross value. A netting is only possible if, and only if, the netting of the recognised amounts can be legally realised at the present point in time and it is intended to carry out the settlement on a net basis, or to realise the asset and extinguish the liability at the same time. The following table contains data concerning the offsetting effects on the consolidated statement of financial position as well as the financial effect of an offsetting in the event of financial instruments which are the object of a legally enforceable offsetting framework agreement or a similar agreement relating to December 31, 2011. As at December 31, 2013 and 2014 and January 1, 2013, there were no offsetting effects on the consolidated statement of financial position.

Balance Balance sheet sheet Gross amounts which have Total amount, Gross amount, not led to a netting amount, gross amounts, net Financial cash deposits net in € thousand 12/31/2011 balanced 12/31/2011 instruments received 12/31/2011 Derivative financial assets ...... 834 – 834 -309 – 525 Derivative financial liabilities ...... 309 – 309 -309 – –

5.8.3.4. Net results as per valuation category With the exception of the valuation allowances attributable to the valuation category “accounts receivable and other receivables” which are posted under non-operating expenses (see point 5.4.7. “Other Expenses (7)”) or non-operating income (see point 5.4.3. “Other Income (3)”) EDAG records interest from financial instruments and the other components of the net result in the financial results. The net profit or loss from assets and liabilities which are valued at the attributable fair value through profit or loss include not only the results from changes in market value, but also interest paid or received on these financial instruments. The net profit or loss from financial assets held for sale includes, but is not limited to, earnings from investments and profits from the disposal of such shares. The net interest profit/loss from financial liabilities valued at amortised acquisition cost mainly includes interest expenses from financial liabilities. Interest earned from the addition and deduction of accrued interest on accounts payable is also included here.

F-118 The net results, according to valuation category, are as follows:

From subsequent valuation from interest, at Currency Value on Net result in € thousand dividends fair value conversion adjustment disposal 2014 Loans and receivables (LaR)...... 761 – 719 -78 -390 1,012 Financial Instruments Held for Trading (FAHfT and FLHfT) ...... – -266 – – – -266 Available-for-Sale Financial Assets (AfS) ...... – – – – 205 205 Financial Liabilities measured at Amortised Cost (FLAC) ...... -11,315 – – – – -11,315 Total ...... -10,554 -266 719 -78 -390 -10,364

From subsequent valuation from interest, at Currency Value on Net result in € thousand dividends fair value conversion adjustment disposal 2013 Loans and receivables (LaR) ...... -183 – 192 -19 -64 -74 Financial Insruments Held for Trading (FAHfT and FLHfT) ...... – 111 – – – 111 Available-for-Sale Financial Assets (AfS) . . – – – – -14 -14 Financial Liabilities measured at Amortised Cost (FLAC) ...... -5,582 – -228 – – -5,810 Total ...... -5,765 111 -36 -19 -78 -5,787

From subsequent valuation from interest, at Currency Value on Net result in € thousand dividends fair value conversion adjustment disposal 2012 Loans and receivables (LaR) ...... 1,586 – -5 -108 -469 1,004 Financial Insruments Held for Trading (FAHfT and FLHfT) ...... – 226 – – – 226 Available-for-Sale Financial Assets (AfS) . . 14 – – – – 14 Financial Liabilities measured at Amortised Cost (FLAC) ...... -4,122 – 3 – – -4,119 Total ...... -2,522 226 -2 -108 -469 -2,875

F-119 5.8.4. Financial Risk Management Objectives and Methods 5.8.4.1. Risk Management Principles The primary financial instruments used by the Group are – with the exception of derivative financial instruments – bank loans and current account overdraft, financing leases, accounts payables, and loans which have been granted. The main purpose of these financial instruments is to finance the business activities of the Group. Further, the Group has at its disposal various financial assets such as securities, accounts receivable, cash and short-term deposits resulting directly from its business activities. With regard to financial instruments, EDAG is particularly subject to risks resulting from changes in exchange rates and interest rates, as well as to liquidity and credit risks. The aim of financial risk management is to limit these risks by means of on-going operating and finance-oriented activities. Selected derivative hedging instruments are employed to this effect. As a general rule, collateral is provided only against risks that will affect the cash flow of the Group. Foreign exchange futures and interest rate caps are two of the main derivative financial instruments. The purpose of the derivative financial instruments is to provide security against interest and currency risks resulting from the business activities of the Group and its funding sources. Derivative financial instruments are used solely as hedging instruments, i.e. they are not implemented for trading or other speculative purposes. Every year, the basic intentions underlying company financial policy are defined by the Executive Board and monitored by the Supervisory Board. Group Treasury is responsible for the implementation of the financial policy and for on-going risk management.

5.8.4.2. Credit risk As a result of its operating business and certain financial activities, EDAG is at risk of default. In the funding area, business is done only with contracting parties whose creditworthiness is impeccable. In the operating area, the Group does business with creditworthy third parties only. A credit assessment is carried out on almost all customers who wish to do business on a credit basis. For the most part, EDAG does business with large customers, particularly with international OEMs (Original Equipment Manufacturers) from the automotive industry. The resulting risk is generally assessed as low, and as such is not subject to any separate monitoring of creditworthiness. As a general rule, the creditworthiness of any other customers is automatically monitored. Any risk of default is addressed by specific valuation adjustments. In addition, accounts receivable are continually monitored by the divisions, not centrally, which means that the Group is not at any great risk of default. The maximum risk in the event of non-payment by a contracting party is reflected in the book values of the financial assets recorded in the statement of financial position (including derivative financial instruments with positive market values). On the reporting date, there are no significant agreements in existence that would reduce the maximum default risk (such as offsetting agreements). As at the balance sheet date, EDAG is exposed to a maximum default risk of €0 thousand (12/31/2013: €0 thousand; 01/01/2013: €3,188 thousand; 12/31/2011: €3,552 thousand) as a result of financial guarantees given. Assessments indicate that there is little probability of any default risk occurring. For further details, see point 5.8.1. “Contingent Liabilities/Receivables and Other Financial Obligations”.

5.8.4.3. Liquidity Risk The liquidity risk is shown separately under point 0 “Financial liabilities (26)”. As a general rule, it is the responsibility of the management of each individual company to keep a constant check on solvency.

F-120 The centrally specified objective of the EDAG Group is to guarantee that funding requirements are continually met by making use of current account overdraft, inter-company loans and leases. Reports are sent to the parent company on a weekly basis, to enable the liquidity of the individual Group companies to be monitored centrally. Each week, the information gained from these is submitted to Group management for risk control purposes. Although the liquidity risk is currently classified as slight, the liquidity nevertheless continues to be secured by appropriate lines of credit from external sources. There is also a cash-pooling agreement with the shareholder. There is no indication of any potential risk of default on account of a deterioration in the solvency of ATON GmbH. At the present time, ATON GmbH has at its disposal a sound equity base, considerable liquidity reserves and funding lines of its own. ATON GmbH exercises appropriate control functions to ensure that the financial situation is properly monitored. Until the 3rd quarter of 2013, the sale of receivables from customers to a factorer was used as an additional short-term financing instrument. In this way, the default risk for receivables of large customers was transferred directly to the factoring company upon the invoicing and reduced accordingly. On the balance sheet dates on December 31, of both 2013 and 2014, no more receivables were sold to the factor (01/01/2013: €20,910 thousand). The company objective is to ensure that sufficient open lines of credit are available at any time. To this end, appropriate measures, such as intensive working capital management, are constantly implemented. Suitable measures are applied in good time, to guarantee the financing of any pending investments.

5.8.4.4. Market Risks Interest risks Due to the fact that the Group is primarily financed through fixed interest loans from the shareholder or one of his subsidiaries and/or related companies as well as the VKE Versorgungskasse EDAG-Firmengruppe e.V., we are of the opinion that any risk posed by fluctuations of market interest rates is not significant. Changes to market interest rates of original, fixed-interest financial instruments do not affect the results unless they are valued at their attributable fair values. Accordingly, no financial instruments with a fixed interest rate valued at amortised acquisition costs are subject to risk due to changes in interest, in terms of IFRS 7. The table below point 0 “Financial liabilities (26)” shows the book values of the Group’s financial instruments that are subject to risk from changes in interest, organised according to their contractually defined maturity dates. There are no variable interest-bearing financial instruments. The interest rate for current account overdraft is derived from a standard, fluctuating reference rate and a company-specific credit margin. The interest rate for fixed-interest financial instruments is defined up to the maturity date of the particular financial instrument. The Group’s other financial instruments, which are not included in the table under point 0 “Financial liabilities (26)”, are not interest- bearing, and therefore not subject to risk from changes in interest.

Currency risks Currency-related risks to EDAG result from financing measures and operating activities. Insofar as they have a significant effect on the Group cash flow, foreign currency risks are always hedged. On the other hand, foreign currency risks not affecting the Group cash flow (i.e. risks resulting from the conversion of assets and liabilities of group companies located abroad into the reporting currency of the Group), are not generally hedged. Foreign currency risks from financing activities result from financial liabilities in foreign currencies and foreign currency loans.

F-121 These risks are covered by the Treasury Department. Currency derivatives are used to convert financial obligations and intra-group loans denominated in foreign currencies into the Group entities’ functional currencies. On the balance sheet date, the receivables and liabilities denominated in foreign currencies, and for which the currency risks have been hedged, exist in USD, JPY, PLN, SEK and RUB. Due to these hedging activities, EDAG was not exposed to any significant currency risks from financing activites as per the reporting date. In the operating activities, the individual group companies do most of their business in their own functional currencies. This means that any currency risk to EDAG from current, operating activities is assessed as being moderate. Some group companies are, however, exposed to foreign currency risks in connection with planned payments not in their own functional currencies. EDAG uses currency derivatives to hedge these payments. Due to these hedging activities, EDAG was not exposed to any significant currency risks in the operating divisions on the reporting date. For the presentation of market risks, IFRS 7 requires sensitivity analyses that show the effects of hypothetical changes of relevant risk variables on profit or loss and equity. The periodic effects are determined by relating the hypothetical changes in the risk variables to the balance of financial instruments on the reporting date. It is assumed that the balance on the reporting date is representative of the entire year. Currency risks as defined by IFRS 7 arise as a result of financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature; differences resulting from the translation of financial statements into the Group’s presentation currency are not taken into consideration. Relevant risk variables are generally all non-functional currencies in which EDAG has financial instruments. The currency sensitivity analysis is based on the following assumptions: Major non-derivative monetary financial instruments (liquid assets, receivables, interest-bearing liabilities, finance lease liabilities, non-interest-bearing liabilities) are either directly denominated in the functional currency, or transferred to the functional currency through the use of derivatives. Changes in exchange rates therefore have no effect on profit or loss or equity. EDAG is subject only to currency risks from certain currency derivatives. These are currency derivatives which are part of neither a hedging relationship as defined by IAS 39, nor a hedging relationship with on-balance-sheet underlying transactions (natural hedge). These derivatives serve as hedges for planned items. Exchange rate fluctuations in the currencies on which such financial instruments are based affect other operating expenses / income, as any currency losses / gains from the underlying transactions are also shown here (net gain / loss from the adjustment of financial assets to fair value).

F-122 Sensitivity analysis The following table shows the sensitivities of the foreign currencies towards the EUR in the event of a 10% appreciation or devaluation on the fair-value of the hedging transaction in the foreign currency.

in € thousand 12/31/2014 12/31/2013 01/01/2013 12/31/2011 Currency sensitivities 10% appreciation EUR/USD...... 105 89 143 62 EUR/JPY...... 13 -26 -52 – EUR/HUF...... – – -232 -258 EUR/SEK ...... -142 – – – EUR/RUB...... 4 – – – EUR/PLN ...... -46 – – – Total revaluation ...... -66 63 -141 -196 10% devaluation EUR/USD...... -415 -34 -296 505 EUR/JPY...... -1 22 36 – EUR/HUF...... – – 250 58 EUR/SEK ...... 159 – – – EUR/RUB...... -12 – – – EUR/PLN ...... 49 – – – Total devaluation ...... -220 -12 -10 563

5.8.4.5. Other price risks In the presentation of market risks, IFRS 7 also requires details of the effects hypothetical changes of risk variables would have on the prices of financial instruments. Important risk variables are stock exchange prices or indices. There are no substantial risks in this area in the EDAG Group.

5.8.5. Related parties In the course of its regular business activities, EDAG correlates either directly or indirectly not only with the subsidiaries included in the consolidated financial statements, but also with subsidiaries which are affiliated but not consolidated, and with other related companies and persons. The disclosure requirements set out in IAS 24 apply with regard to these relations. Related companies which are controlled by the EDAG Group, or upon which the EDAG Group can exercise significant influence, are listed in the section “Companies Included in Consolidation”. Since January 14, 2015, the sole shareholder of EDAG GmbH has been the company EDAG Engineering Holding GmbH, which is 100 percent owned by ATON GmbH. As a pure holding company, this is wholly owned by the family of Dr. Helmig.

F-123 The volumes of the services rendered by the EDAG Group to, and the services it received from related companies and individuals, are as follows:

in € thousand 2014 2013 2012 EDAG Group with supervisory board Work-related expenses ...... 479 61 29 Travel and other expenses ...... 6 – 5 Compensation costs ...... 237 573 485 Rental expenses ...... – – 16 Consulting expenses ...... – – 17 Liabilities ...... – – 56 EDAG Group with board of directors Liabilities from remuneration ...... 150 – – Goods and services received ...... 13 36 26 EDAG Group with ATON GmbH Goods and services rendered ...... 8 3 4 Goods and services received ...... 1 – 3 Interest income ...... 127 132 29 Interest expenses ...... 93 3,719 268 Other operating income ...... – 12 24 Other operating expenses ...... – 88 164 Receivables ...... 66 87 20,211 Cash-pool receivables ...... 5,539 27,956 20,209 Liabilities ...... 67 580 – Loan obligations ...... – – 57,799 Cash pool liabilities ...... – 4,808 –

F-124 in € thousand 2014 2013 2012 EDAG Group with ATON subsidiary Goods and services rendered ...... 35,892 27,847 31,795 Goods and services received ...... 1,394 1,929 7,703 Interest income ...... – – 37 Interest expense ...... 9,618 255 – Other operating income ...... 1,963 2,428 4,685 Other operating expenses ...... 256 919 785 Receivables ...... 2,010 3,052 4,952 Advance payments made ...... 4,412 3,209 1,203 Liabilities ...... 249 840 1,042 Current loan obligations ...... 1,213 6,011 Non-current loan obligations ...... 158,800 192,893 – EDAG Group with unconsolidated subsidiaries Goods and services rendered ...... 30 – – Goods and services received ...... 164 – – Interest income ...... – – – Interest expense ...... – – – Other operating income ...... 11 2 2 Other operating expenses ...... 433 2 2 Income from investments ...... – – – Receivables ...... 8 2 2 Liabilities ...... 273 – 15 EDAG Group with associated companies Goods and services rendered ...... 87 593 827 Goods and services received ...... 40 328 50 Interest income ...... 1 5 268 Other operating expenses ...... – – 203 Loans ...... – – 52 Receivables ...... 38,454 5,110 4,839 Liabilities ...... 1,316 29 2 EDAG Group with other related companies and persons Goods and services rendered ...... 39 39 40 Interest expense ...... – 842 2,784 Other operating income ...... 2 – 1,189 Other operating expenses ...... 413 2,096 1,480 Receivables ...... 1,254 – 1,189 Liabilities ...... 139 20,788 21,412

Neither EDAG GmbH nor other EDAG group companies had service relationships with the parent company of EDAG GmbH, EDAG Engineering Holding GmbH, Munich in either 2014 or previous years. Standard market conditions apply to the sale or delivery of products and services to, and the purchase of products or services from related companies and persons. The sale of shares to ATON subsidiaries or related companies that was carried out in the years 2012 – 2014 is discussed in chapter 5.3.4. “Companies Included in Consolidation”. For the interest-bearing receivable towards an associated company (€38.4 million) there is a collateral from another related company to this amount. For the short-term treasury management, there is a cash-pool agreement between EDAG GmbH and ATON GmbH. This affects only one bank account, which is not used for ongoing payment transactions. A daily account clearing of all the bank accounts does not take place.

F-125 There is a long-term, unsecured fixed interest loan with the ATON Group Finance GmbH which is due on November 6, 2018. This loan carries an interest rate of 5 percent, and can be redeemed in part prior to maturity. The other items which were open at the end of the financial year are not collateralized, nor are they interest-bearing, and they are paid in cash. As far as the receivables refer to down payments that have been made, these are balanced through services rendered. As in the previous years, receivables due from related companies and persons were not impaired in the fiscal year. An impairment test is carried out annually. This includes an assessment of the financial position of the related company or person, and the development of the market in which they are active.

5.8.6. Remuneration of the Members of the Executive Board and Supervisory Board The managing directors represent the company either as a whole or together with an authorised signatory. The executive board consisted of the following persons: Š Jörg Ohlsen, Diplom-Ingenieur Spokesman of the Executive Board, CEO (from January 1, 2015) Chief Technical Officer, CTO (February 18, 2014 – December 31, 2014) Š Harald Poeschke, Diplom-Kaufmann Managing Director, COO (from November 5, 2013) Š Jürgen Vogt, Diplom-Kaufmann Commercial Managing Director, CFO (from November 5, 2013) Š Werner Kropsbauer, Diplom-Betriebswirt Spokesman of the Executive Board, CEO (December 9, 2013 – December 31, 2014) In the reporting year, the short-term remuneration of the executive board (payments due at short notice) amounted to €3,373 thousand (2013: €1,411 thousand; 2012: €1,267 thousand). The remuneration of the board of directors also included possible non-cash benefits. It does not, however, include the expenses for accident insurance, legal protection insurance and D&O public liability insurance in total of €45 thousand (2013: €51 thousand; 2012: €57 thousand). No advances or loans have been granted to the members of the executive board of EDAG Engineering GmbH. In the 2014 fiscal year, the ongoing service cost for the pension obligations according to IFRS amounted to €129 thousand (2013: €123 thousand; 2012: €117 thousand). As of December 31, 2014, the net present value of the pension obligations of the active members of the executive board amounted to €2,360 thousand (2013: €1,991 thousand; 2012: €1,582 thousand). In the 2014 financial year, the total remuneration made to former managing directors of EDAG Engineering GmbH and their surviving dependents amounted to €1,247 thousand (2013: €4,013 thousand; 2012: €3,009 thousand). As of December 31, 2014, the company pension provisions for previous members of the board of directors and their surviving dependents amounted to €3,042 thousand (2013: €2,771 thousand; 2012: €2,866 thousand). The following men and women are members of the supervisory board of EDAG Engineering GmbH: Š Thomas Eichelmann (from July 24, 2012) Chairman of the Supervisory Board Managing Director of ATON GmbH, Munich

F-126 Mandates: Š V-Bank AG (Deputy Chairman of the Supervisory Board) Š Wüstenrot & Württembergische AG (Member of the Supervisory Board) Š Bankhaus Ellwanger & Geiger KG (Chairman of the Administrative Board) Š FFT GmbH & Co. KGaA (Member of the Supervisory Board) Š HAEMA AG (Member of the Supervisory Board) Š ATON US, Inc. (Member of the Board) Š J.S. Redpath Holdings, Inc. (Member of the Board) Š OrthoScan, Inc. (Member of the Board) Š Jörg Fahrenbach (from July 24, 2012) Managing Director of ATON GmbH, Munich Mandates: Š FFT GmbH & Co. KGaA (Member of the Supervisory Board) Š ATON US, Inc. (Member of the Board) Š J.S. Redpath Holdings, Inc. (Member of the Board) Š OrthoScan, Inc. (Member of the Board) Š Dr. Michael Hammes (from November 7, 2013) Managing Director of senco Management Consultants GmbH, Frankfurt/Main Mandates: Š V-Bank AG, Munich (Member of the Supervisory Board) Š Spiekermann & Co. AG, Osnabrück (Chairman of the Supervisory Board) Š Sylvia Schwing (from November 7, 2013) Group Accounting ATON GmbH, Munich Š Thomas Vennemann (July 24, 2012 – December 31, 2014) Investment ATON GmbH, Munich Š Nina Rosen (November 7, 2013 – December 31, 2014) Lawyer, ATON GmbH, Munich Mandates: Š ATON US, Inc. (Member of the Board) Š OrthoScan, Inc. (Member of the Board) Š Wolfgang Rücker (from January 1, 2015) Managing Director of Nosta Oldtimer-Vermietungs-Gesellschaft mbH, Wiesbaden Š Werner Kropsbauer (from January 1, 2015) Strategic Consultant Š Johann Horn (from December 20, 2013) Deputy Chairman of the Supervisory Board Authorised representative of IG-Metall – Ingolstadt administrative agency Mandates: Š Audi AG (Member of the Supervisory Board) Š Alexander Schneider (from December 20, 2013) Company Secretary to the Boad of IG-Metall, Frankfurt / Main

F-127 Š Michael von Beckerath (from December 20, 2013) Motorcycle Development Team Leader EDAG Engineering GmbH, Wiesbaden Chairman of the Works Council of the Munich branch Š Michael Hiltmann (from December 20, 2013) Designer, EDAG Engineering GmbH, Wiesbaden Deputy Chairman of the Works Council of the Munich branch Š lngrid Zenglein-Becker (from December 20, 2013) Technical Clerk, EDAG Engineering GmbH, Wiesbaden Member of the Works Council of the Munich branch Š Stefan Hebauer (from December 20, 2013) Automotive Engineering Project Manager, BFFT Gesellschaft für Fahrzeugtechnik mbH, Gaimersheim The remuneration of the members of the supervisory board is governed in § 12 of the statutes of EDAG Engineering GmbH. The level of the remuneration is specified at the annual general meeting. The members of the supervisory board only receive short-term benefits for their committee- related work. This excludes the remuneration and miscellaneous benefits to the company workers’ representatives as stated in their employment contracts. In the years 2014, 2013 and 2012, no remuneration was paid for services personally rendered by the members of the supervisory board beyond the scope of their committee-related work, especially for consulting and procurement services. No advances or loans were granted to the members of the supervisory board of EDAG Engineering GmbH. The members of the supervisory board are insured in the scope of the company policies for legal protection and D&O public liability insurance. In the reporting year, the payments to the members of the supervisory board amounted to €479 thousand (2013: €33 thousand; 2012: €0 thousand).

5.8.7. Fees and services of the independent auditor The following table provides a breakdown of the auditor’s fees for the consolidated financial statement for the financial year as per § 314, section 1, no. 9 HGB (German Commercial Code):

in € thousand 2014 2013 2012 Auditing services ...... 432 631 153 Miscellaneous auditing services ...... 118 – 19 Tax consulting services ...... 120 26 3 Miscellaneous services ...... 87 41 28 Total ...... 757 698 203

In particular, the fees for the auditing services include fees for the for the statutory auditing of annual and consolidated financial statements. The miscellaneous auditing services include auditing and review fees for interim financial statments according to the HGB (German Commercial Code) and IFRS. Tax consulting fees primarily include fees for tax consulting services performed in connection with training courses as well as current or planned transactions and/or restructuring activities. The remaining fees predominantly encompass project-related consulting services as well as the payroll accounting of federal guarantees.

F-128 5.8.8. Subsequent Events On the basis of a non-cash incorporation against the granting of new shares, as the sole shareholder of EDAG Engineering AG, on January 14, 2015, the company ATON GmbH, Munich, transferred all of the shares in EDAG Engineering AG (non-cash contribution) to EDAG Engineering Holding GmbH, Munich. On January 22, 2015, a control and profit transfer agreement as per § 291, section 1, AktG (Stock Corporations Act) was concluded between EDAG Engineering Holding GmbH, Munich, and EDAG Engineering GmbH, Wiesbaden. An entry was made in the Commercial Register on February 9, 2015. The impact on the future assets, financial position and results arises from the result of the individual company to be transferred under German commercial law. No further effects can be identified at the present time. By a resolution approved at the annual general meeting on March 5, 2015 and registration under German commercial law on March 18, 2015, EDAG Engineering AG was changed from a joint stock company to a company with limited liability, in accordance with § 190 Section 1 of the German Reorganisation of Companies Act (UmwG). The company is now called EDAG Engineering GmbH, Wiesbaden.

5.8.9. Utilisation of the annual result and approval of the consolidated financial statement As per § 29 GmbHG (Limited Companies Act), the dividend payout of EDAG Engineering GmbH is based on the retained earnings in the financial statements in accordance with the German Commercial Code shown by EDAG Engineering GmbH as at December 31, 2014. From the annual net profit in 2014 in the amount of €80,406,537.01, in consideration of the retained earnings from the previous year in the amount of €1,047,779.07, as per § 150, section 2, AktG (Stock Corporations Act), an entry to the legal reserves in the amount of €1,995,000.00 is carried out. For 2014, this results in retained earnings in total of €79,459,316.08. The Executive Board of EDAG Engineering GmbH officially approved the consolidated financial statement on April 22, 2015 and presented it to the supervisory board, which is expected to make a decision on it on June 17, 2015.

Wiesbaden, April 22, 2015 The Executive Board

Jörg Ohlsen, CEO

Harald Poeschke, COO

Jürgen Vogt, CFO

F-129 SHAREHOLDINGS

Voting Equity¹ Result¹ Domestic company Domicile Capital share in % right Currency 12/31/2014 2014 Direct Indirect 1. EDAG Engineering GmbH² Germany – – – EUR 141,459,316 80,406,537 2. EDAG Beteiligung GmbH Germany 100 – 100 EUR 43,430 -5 3. EDAG Production Solutions Verwaltungs GmbH Germany 100 – 100 EUR 23,330 -398 4. EDAG Production Solutions GmbH & Co.KG Germany 100 – 100 EUR 1,121,845 8,251,814 5. EDAG Werkzeug + Karosserie GmbH Germany 49 – 49 EUR 17,205,793 454,692 6. Haus Kurfürst GmbH Germany 100 – 100 EUR 21,698 – 7. BFFT Gesellschaft für Fahrzeugtechnik mbH Germany – 100 100 EUR 21,048,864 – 8. BFFT Aeromotive GmbH Germany – 100 100 EUR -229,969 -227,474 9. BFFT Holding GmbH Germany 100 – 100 EUR 2,018,007 3,533,805 10. EDAG Testing Solutions GmbH Germany 100 – 100 EUR 3,950,039 260,913 11. Rücker Akademie GmbH Germany 100 – 100 EUR 212,432 – 12. Hövelmann GmbH Germany 100 – 100 EUR -96,110 -319,609 13. VR-Leasing Malakon GmbH & Co Immo. KG3 Germany 85 – 25 EUR 37,542 214,495 14. Zweite FOM Objekt GmbH & Co.KG Germany 49 – 49 EUR 1,000 – 15. Zweite FOM Beteiligungs GmbH Germany 49 – 49 EUR 25,000 –

Voting Equity Result Non-domestic company Domicile Capital share in % right Currency 12/31/2014 2014 Direct Indirect 16. EDAG Engineering Limited Great Britain 100 – 100 GBP 48,603 -1,678 17. EDAG do Brasil Ltda. Brazil 99 1 100 BRL 12,318,246 -4,973,050 18. EDAG Inc. USA 100 – 100 USD 262,473 -516,254 19. EDAG Holding SDN BHD Malaysia 100 – 100 MYR 2,252,536 460,777 20. EDAG Hungary Atófejlesztö Méröki Kft. Hungary 100 – 100 EUR 1,512,685 430,424 21. EDAG Engineering & Design India Pvt. Ltd. India – 100 100 INR 211,214,897 56,141,734 22. EDAG Slovakia, spol. s.r.o. Republic of 100 – 100 EUR 53,528 – Slovakia 23. EDAG Technologies India Priv. Ltd. India – 100 100 INR 15,518,778 15,235,782 24. EDAG Production Solutions CZ s.r.o. Czech – 100 100 CZK 21,890,845 16,385,059 Republic 25. EDAG Japan Co., Ltd. Japan 100 – 100 JPY 85,267,073 7,093,474 26. EDAG Production Solutions Korea Ltd. South Korea – 100 100 KRW 141,397,854 -18,484,119 27. EDAG Engineering and Design (Shanghai) Co. Ltd. China 100 – 100 CNY 4,804,641 10,460,563 28. EDAG México S.A. de C.V. Mexico 99 1 100 MXN 8,160,773 8,883,699 29. EDAG SERVICIOS México S.A. de C.V. Mexico 99 1 100 MXN 140,902 15,637 30. BFFT Hungary Kft. Hungary – 100 100 HUF 13,279,000 -2,839,000 31. BFFT of America, Inc. USA – 100 100 USD 49,938 46,753 32. EDAG Engineering Schweiz GmbH Switzerland 100 – 100 CHF 2,588,265 111,290 33. EDAG Engineering SRL. Romania 100 – 100 RON -2,901,926 -1,187,012 34. Rücker Vehicle Design (Shanghai) Co.,Ltd. China 100 – 100 CNY 2,956,648 1,055,080 35. EDAG Italia S.R.L. Italy 100 – 100 EUR 627,383 174,225 36. EDAG Engineering CZ spol. s r.o. Czech Republic 100 – 100 CZK 6,907,575 -10,849,101 37. EDAG Engineering Polska Sp. z o.o. Poland 100 – 100 PLN 4,774,661 780,967 38. Rücker Lypsa S.L. Spain 100 – 100 EUR 11,469,006 2,654,646 39. EDAG Immobilien spol. s r.o. Czech 100 – 100 CZK 36,780,768 3,744,459 Republic 40. EDAG Engineering AB Sweden 100 – 100 SEK 30,859,344 3,920,728 41. Rücker Ges.m.b.H. Austria 100 – 100 EUR 23,135 121,238 42. Star Design (UK) Ltd. Great Britain 100 – 100 GBP – – 43. Rücker SR spol.s.r.o. Republic of 100 – 100 EUR 7,131 -24,015 Slovakia 44. Star Design S.A. de C.V. Mexico 100 – 100 MXN 64,438 – 45. OOO EDAG Production Solutions RU Russia – 100 100 RUB -2,570,840 -1,997,385 1 National trade law 2 The company EDAG Engineering GmbH, Wiesbaden is part of the EDAG Group. However, the company is not a component of the Shareholdings as defined in Article 313, section 2, HGB (Commercial Code). 3 VR-Leasing Malakon GmbH & Co Immo. KG is included as a fully consolidated company, although only 25 percent of the voting rights are held. For a more detailed explanation, see chapter 5.3.4 “Companies Included in Consolidation”.

F-130 The following auditor’s report (Bestätigungsvermerk) has been issued in accordance with Section 322 of the German Commercial Code (Handelsgesetzbuch) on the consolidated financial statements and group management report (Konzernlagebericht) of EDAG Engineering GmbH, Wiesbaden, as of and for the fiscal year ended December 31, 2014. The group management report is neither included nor incorporated by reference in this Prospectus.

Auditor’s Report We have audited the consolidated financial statements prepared by the EDAG Engineering GmbH, Wiesbaden, comprising the statement of financial position, the statement of comprehensive income, statement of changes in equity, cash flow statement and the notes to the consolidated financial statements, together with the group management report, which is combined with the management report of the Company for the business year from January 1 to December 31, 2014. The preparation of the consolidated financial statements and the combined management report in accordance with the IFRSs, as adopted by the EU, and the additional requirements of German commercial law pursuant to § (Article) 315a Abs. (paragraph) 1 HGB (“Handelsgesetzbuch”: German Commercial Code) are the responsibility of the parent Company’s Managing Directors. Our responsibility is to express an opinion on the consolidated financial statements and the combined management report based on our audit. We conducted our audit of the consolidated financial statements in accordance with § 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the combined management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the combined management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in the consolidation, the determination of the entities to be included in the consolidation, the accounting and consolidation principles used and significant estimates made by the Company´s Managing Directors, as well as evaluating the overall presentation of the consolidated financial statements and the combined management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion based on the findings of our audit the consolidated financial statements comply with the IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to § 315a Abs. 1 HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these provisions. The combined management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group’s position and suitably presents the opportunities and risks of future development. Hannover, May 4, 2015 PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Thomas Stieve ppa. Martin Sochor Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor)

F-131 Audited Opening Statement of Financial Position of EDAG Engineering Group AG Prepared in Accordance with IFRS as of November 2, 2015 and Auditor’s Report thereon

F-132 Financial information 1. Statement of Financial Position in € thousand Notes November 2, 2015 Assets Cash and cash equivalents ...... 3.1 920 TOTAL current assets ...... 920 TOTAL assets ...... 920 in € thousand Notes November 2, 2015 Liabilities & Equity Share capital ...... 920 Capital reserves ...... -80 Retained earnings ...... 0 TOTAL equity ...... 3.2 840 Current accounts payable and other liabilities ...... 3.3 80 TOTAL current liabilities ...... 80 TOTAL equity and liabilities ...... 920

F-133 2. Statement of Changes in Equity

Share Capital Retained Total in € thousand capital reserve Earnings equity Formation by cash subscription ...... 920 0 – 920 Cost of foundation ...... – -80 – -80 As of November 2, 2015 ...... 920 -80 0 840

F-134 Notes 1. General Information EDAG Engineering Group AG, Arbon (“EDAG Group AG”) is a company with limited liability registered in the Swiss Confederation. According to the articles of association, the purpose of the company is limited to the administration of its future shareholdings. The company executes no active operations. The registered office of the company is: Schlossgasse 2, 9320 Arbon, Switzerland. The company was founded on November 2, 2015. EDAG Group AG is a wholly owned subsidiary of ATON GmbH, Munich. ATON GmbH is therefore the ultimate parent company in the Group and obliged to prepare a consolidated financial statement. The financial statements of EDAG Group AG consist of a separate statement of financial position, the statement of changes in equity and related notes. ATON GmbH’s consolidated financial statements are available on ATON GmbH’s website. EDAG Group AG is expected to be the future parent company of the EDAG group since it is planned that EDAG Engineering Schweiz Sub-Holding AG will be contributed into the equity without issuance of new shares or any other compensation subsequent to the foundation of EDAG Group AG. The purpose of the opening statement of financial position is to present the financial position as of the day of the foundation within the prospectus in the context of a public offering by the sole shareholder planned in December 2015. The functional currency of the company is Euro. The statement of financial position, the statement of changes in equity and related notes have been prepared using the Euro as the reporting currency. If not otherwise stated, all amounts are stated in thousands of euros. Where percentage values and figures are given, differences of +/- € 1 thousand may occur due to rounding. In accordance with IAS 1, the statement of financial position is divided into non-current and current assets and liabilities. Assets and liabilities are classified as current if they are expected to be sold or settled respectively within a year or within the company‘s normal operating cycle.

2. Basic Principles and Methods 2.1. Basic accounting principles The opening statement of financial position, the statement of changes in equity and related notes of EDAG Group AG as of November 2, 2015 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. These statements do not comprise a full set of financial statements in accordance with IFRS as adopted by the European Union. All estimates and assessments required for accounting and valuation in accordance with the IFRS standards are in conformity with the respective standards, are regularly reassessed, and are based on past experience and other factors including expectations as to future events that appear reasonable under the given circumstances. Wherever large-scale estimates were necessary, the assumptions made are set out in the note relating to the relevant item in the following.

F-135 2.2. New, Changed or Revised Accounting Standards EDAG Group AG did not early adopt any new and amended standards and interpretations of IFRS. The new, changed or revised accounting standards will be applied, without exception, from the time when use is compulsory in each given case. The adoption is not expected to have any significant effect on the company.

Issued IASB Effective Endorsement by Standard / Interpretation1 by the IASB Date EU-Commission Planned for IAS 1 Change: Disclosure initiative 12/18/2014 1/1/2016 4th quarter 2015 IAS 16 / Change: IAS 16 Property, Plant and 5/12/2014 1/1/2016 4th quarter 2015 IAS 38 Equipment and IAS 38 Intangible Assets: Clarification of acceptable methods of depreciation and amortisation IAS 16 / Agriculture: Bearer plants 6/30/2014 1/1/2016 4th quarter 2015 IAS 41 IAS 27 Change: Use of equity method in 8/12/2014 1/1/2016 4th quarter 2015 separate financial statements IFRS 9 Financial instruments 7/24/2014 1/1/2018 1st half of 2016 IFRS 10 / Change: Sale or Contribution of Assets 9/11/2014 1/1/2016 Not known IAS 28 between an Investor and its Associate or Joint Venture IFRS 10 / Change: Investment companies - 12/18/2014 1/1/2016 1st quarter 2016 IFRS 12 / applying the consolidation exception IAS 28 IFRS 11 Change: Accounting for acquisitions of 5/6/2014 1/1/2016 4th quarter 2015 interest in joint operations IFRS 14 Regulatory deferral accounts 1/30/2014 1/1/2016 not known IFRS 15 Revenue 9/11/2015 1/1/2018 1st quarter 2016 Various Annual improvements to IFRSs (2012 - 9/25/2014 1/1/2016 4th quarter 2015 2014) – IFRS 5 (Non-current assets held for sale and discontinued operations), IFRS 7 (Financial instruments: Disclosures), IAS 19 (Employee benefits), IAS 34 (Interim financial reporting”

1 Up to October 20, 2015

2.3. Foreign currency For initial recognition, foreign currency transactions are valued using the exchange rate at the time of the transaction. Monetary assets and liabilities in a foreign currency (cash and cash- equivalents, receivables and liabilities) are valued at the spot exchange rate on the opening statement of financial position date. Equity and non-monetary items are valued at historical rates. The applied spot exchange rate from EUR to CHF as of November 2, 2015 was 1.09.

2.4. Accounting and valuation principles The financial information has been prepared on the basis of historical costs.

2.4.1. Financial instruments General information A financial instrument is a contract that simultaneously results in the creation of a financial asset for one company and a financial liability or equity instrument for another company.

F-136 Financial instruments in the sense of IAS 39 include financial assets which are valued at the attributable fair value. Financial liabilities regularly constitute claims for repayment in cash or another financial asset. In the sense of IAS 39, these include financial liabilities valued at the attributable fair value affecting income, and financial liabilities that are valued at amortised costs. In particular, this includes accounts payable. With initial recognition of financial liabilities, these are valued at their attributable fair value. Financial instruments are valued as soon as EDAG becomes a contractual partner under the regulations of the financial instrument (trading date).

Financial assets Cash and cash-equivalents The cash in the statement of financial position includes deposit with bank, with a term of up to three months. Cash and cash equivalents are valued at the amortised costs.

2.4.2. Trade payables and other liabilities Trade payables and other liabilities are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate. They are classified as current liabilities if payment is due or expected within one year or less.

2.4.3. Estimates (assumptions) Presentation of the financial information in accordance with IFRS requires estimates for the statement of financial position item ’trade payables and other liabilities‘. The amount that is actually recorded can deviate from these estimates since the valuation depends on assumptions. Although adequate account is taken of existing uncertainties during valuation, actual results can still deviate from the estimates.

3. Notes on the Statement of Financial Position 3.1. Cash and cash equivalents The cash and cash equivalents are composed as follows: in € thousand November 2, 2015 Deposits with banks and cash in hand ...... 920 Total ...... 920

3.2. Equity 3.2.1. Subscribed capital The fully paid-in subscribed capital in the amount of € 920 thousand (CHF 1,000 thousand) as of November 2, 2015 is backed by 25 million bearer shares. This means that each share has a nominal value of € 0.037 (CHF 0.040). Each share carries voting rights and entitles the holder to receive dividends.

3.2.2. Capital reserves The capital reserves are negative due to the costs of foundation of EDAG Group AG such as fees for registration in the commercial register and other costs of foundation.

3.3. Current accounts payable and other liabilities These liabilities relate to costs of foundation of € 80 thousand such as fees for registration in the commercial register and other costs of foundation.

F-137 4. Other Notes 4.1. Financial Instruments 4.1.1. Capital risk management EDAG Group AG capital structure consists of cash and cash equivalents and equity. This consists of the share capital, the capital reserves and the retained earnings. The capital structure of EDAG Group AG will be reviewed by the Executive Board on a half- yearly basis. During this review, the committee considers the cost of capital and the risks connected with each capital category. The Executive Board’s aim is to keep the net financial debt as low as possible in relation to total equity (net gearing).

4.1.2. Book Values, Valuation Approach and Fair Values of the Financial Instruments as per Valuation Category The book values and fair values of all financial instruments recorded in the financial information are shown in the following table. None of the financial instruments are either overdue or impaired on the reporting date. A general distinction is made between the following financial assets and financial liabilities, aggregated as per valuation category: Š [LaR] Loans and Receivables Š [HtM] Held-to-Maturity Investments Š [AfS] Available-for-Sale Financial Assets Š [FLAC] Financial Liabilities at amortised costs As of November 2, 2015 EDAG Group AG only presents one valuation category:

Valuation category Valuation category of statement of in € thousand as per IAS 39 Book value financial position as per IAS 39 Amortised acquisition costs Financial assets / liabilities Cash and cash equivalents . . . [LaR] 900 920 Current accounts payable and other liabilities ...... FLAC 80 80

The information for the determination of attributable fair value is given in tabular form, based on a three-level fair value hierarchy for each class of financial instrument:

Measured at fair value as of November 2, 2015 in € thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents ...... 920 – – 920

Level 1: At level 1 of the fair value hierarchy, the attributable fair values are measured using listed market prices, as the best possible fair values for financial assets or liabilities can be observed in active markets. Level 2: If there is no active market for a financial instrument, a company uses valuation models to determine the attributable fair value. Valuation models include the use of current business transactions between competent, independent business partners willing to enter into a contract; comparison with the current attributable fair value of another, essentially identical financial

F-138 instrument; use of the discounted cash flow method; or of option pricing models. The attributable fair value is estimated on the basis of the results achieved using one of the valuation methods, making the greatest possible use of market data and relying as little as possible on company-specific data. Level 3: The valuation models used at this level are not based on observable market data.

4.2. Financial Risk Management Objectives and Methods 4.2.1. Risk Management Principles With regard to financial instruments, EDAG Group AG is particularly subject to credit risk and risks resulting from changes in exchange rates (currency risks) since reporting currency is Euro meanwhile cash and cash equivalent are held in Swiss francs (CHF).

Credit risks Credit risk is the risk of financial loss to the company if the counterparty to a financial instrument fails to meet its contractual obligations. The company generally limits its exposure to credit risk by holding its liquid funds as current accounts or short-term investments. As of November 2, 2015 the company holds cash and cash equivalents amounting to € 920 thousand with banks and financial institution counterparties, which are rated at least A, based on Fitch ratings.

Currency risks For the presentation of market risks, IFRS 7 requires sensitivity analyses that show the effects of hypothetical changes of relevant risk variables on profit or loss and equity. The periodic effects are determined by relating the hypothetical changes in the risk variables to the balance of financial instruments on the reporting date. It is assumed that the balance on the reporting date is representative of the entire year. A reasonably possible strengthening / weakening of the Euro against Swiss francs by +/- 10 % at November 2, 2015 would have affected the measurement of financial instruments (cash and cash equivalents) and equity would have decreased / increased equity to € 92 thousand.

4.3. Related parties Since November 2, 2015 EDAG Group AG is a 100 percent subsidiary of ATON GmbH, which is wholly owned by Dr. Lutz Helmig and his family. Consequently, all companies within ATON GmbH group, Dr. Lutz Helmig and his family as well as the Group Executive Management, the Board of Directors including close members of the family of those mentioned persons are considered related parties. The disclosure requirements set out in IAS 24 apply with regard to these relations. There are no related companies which are controlled by the EDAG Group AG, or upon which EDAG Group AG can exercise significant influence. The main activity of EDAG group is the development of complete vehicles, derivatives, modules and production facilities. EDAG group is divided into the following segments for the EDAG sub-groups: Š Vehicle Engineering Š Production Solutions Š Electrics/Electronics The shareholder ATON GmbH currently plans a contribution into equity without issuance of new shares or any other compensation by the Company of EDAG Engineering Schweiz Sub-Holding AG (and subsidiaries) before the scheduled public offering in December. The contribution into capital reserves is expected to take place at a value determined during the book building

F-139 process regarding the initial public offering of the Company’s shares, i.e. the determined price per share multiplied by 25 million shares less the value of net assets of the Company at the date of the contribution. This contribution into equity is expected to trigger real estate transfer tax at the level of EDAG Engineering Group AG amounting to € 500 thousand. The EDAG Engineering Group AG is, under predetermined conditions, committed to a payment to the management board of the EDAG Engineering GmbH. The payment is under the condition of the successful initial public offering (IPO) of the EDAG Engineering Group AG in a certain time period. The amount is € 1.5 million. The payment of the “IPO-bonus” can be settled in cash, shares or in share options.

4.4. Members of the Board of Directors and Group Executive Management The following men and women are members of the Board of Directors of EDAG Group AG: Š Thomas Eichelmann (from November 2, 2015) CEO of ATON GmbH, Munich Chairman of the Board of Directors and Chairman of the Nomination and Compensation Committee of EDAG Group AG Š Dr. Michael Hammes (from November 2, 2015) Managing Shareholder of senco Management Consultants GmbH, Frankfurt/Main Chairman of the Audit Committee of EDAG Group AG Š Sylvia Schwing (from November 2, 2015) Head of Group Accounting, Tax & Controlling of ATON GmbH, Munich Member of the Audit Committee of EDAG Group AG Dr. Philippe Weber (from November 2, 2015) Chairman of the Board of Directors and Managing Partner of Niederer Kraft & Frey AG, Zurich Member of the Nomination and Compensation Committee of EDAG Group AG The Group Excecutive Management represents the company either as a whole or together with an authorised signatory. The Executive Board consists of the following persons: Š Jörg Ohlsen, Diplom-Ingenieur Chief Executive Officer, CEO (from November 2, 2015) Š Jürgen Vogt, Diplom-Kaufmann Chief Financial Officer, CFO (from November 2, 2015)

4.5. Subsequent Events There have been no subsequent events. This Opening Statement of Financial Position has been approved by the Board of Directors on November 2, 2015.

Arbon, November 2, 2015

Dr. Michael Hammes, Member of the Board of Directors

Sylvia Schwing, Member of the Board of Directors

F-140 Report of the independent auditors on the statement of financial position to the board of directors of EDAG Engineering Group AG Arbon We have audited the accompanying statement of financial position of EDAG Engineering Group AG as at 2 November 2015, the statement of changes in equity and a summary of significant accounting policies and other explanatory information (together the “statement of financial position”).

Management’s responsibility for the statement of financial position Management is responsible for the preparation and fair presentation of this statement of financial position in accordance with those requirements of International Financial Reporting Standards as adopted by the European Union relevant to preparing such a financial statement, and for such internal control as management determines is necessary to enable the preparation of a statement of financial position that is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility Our responsibility is to express an opinion on the statement of financial position based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the statement of financial position is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statement of financial position. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the statement of financial position, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the statement of financial position 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the statement of financial position. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the statement of financial position presents fairly, in all material respects, the financial position of EDAG Engineering Group AG, Arbon as at 2 November 2015, in accordance with those requirements of International Financial Reporting Standards as adopted by the European Union relevant to preparing such a financial statement.

F-141 Other Matter Without modifying our opinion, we draw to users’ attention that the statement of financial position does not comprise a full set of financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union. As a result, the statement of financial position may not be suitable for another purpose.

PricewaterhouseCoopers AG

Patrick Balkanyi Matthias Kleinlosen Audit expert Auditor in charge

Zurich, 3 November 2015

F-142 W. GLOSSARY

ADAS ...... Advanceddriverassistancesystems Adjusted EBIT ...... SeeEBIT. BaFin ...... GermanFederalFinancialSupervisoryAuthority (Bundesanstalt für Finanzdienstleistungsaufsicht). Body in white ...... Body in white refers to the stage in automotive design or automobile manufacturing in which a car body’s sheet metal components have been welded together — but before moving parts (doors, hoods, and deck lids as well as fenders), the motor, chassis sub-assemblies, or trim (glass, seats, upholstery, electronics, etc.) have been added and before painting. CAE ...... Computer-aidedengineering CAGR ...... Compounded Annual Growth Rate, the year-over-year growth rate over a specified period of time. The compound annual growth rate is calculated by taking the nth root of the total percentage growth rate, where n is the number of years in the period being considered. Car IT ...... CarITreferstotechnology which allows a car to communicate with the outside environment, for example automatic notification of crashes, notification of speeding and safety alerts. Cash flow ...... Cashflowisanimportantfinancialmeasurethat represents the net inflow or outflow of liquid funds during a particular period resulting from operating, investing and financing activities. CFRP ...... Carbon-fiber reinforced polymer Chassis ...... Underpartofavehiclethatsupports the powertrain and is connected to the body in white. Clearstream ...... Clearstream Banking Aktiengesellschaft, a custodian and clearing bank. Its business activities include safekeeping, settlement services for securities transactions, collateral management and securities lending service. Company’s shares ...... TheCompany’sordinaryshares(Inhaberaktien)with a nominal value of CHF 0.04 each and each such share with full dividend rights for the fiscal year ending December 31, 2015 and all subsequent fiscal years. Derivative ...... Conversion of a base vehicle into a new model including body in white modifications. eCall ...... eCallsisaEuropeaninitiativeintendedtobringrapid assistance to motorists involved in a collision anywhere in the European Union.

G-1 EBIT ...... EBITandAdjustedEBITarenon-IFRS measures. EBIT represents earnings before interest and taxes and Adjusted EBIT represents EBIT adjusted for non- recurring items. While the amounts included in EBIT and Adjusted EBIT have been derived from our audited consolidated financial statements as of and for the fiscal year ended December 31, 2014 and our unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015, as applicable, such measures are not financial measures calculated in accordance with IFRS. Accordingly, EBIT and Adjusted EBIT should be viewed as supplemental to, but not as a substitute for, measures presented in our consolidated or combined statements of comprehensive income or our consolidated or combined statements of cash flow, which are prepared in accordance with IFRS. Our management uses EBIT and Adjusted EBIT to assess our operating performance and as a measure of economic success of our business. In addition, we believe that EBIT and Adjusted EBIT are measures commonly used by investors. EBIT and Adjusted EBIT, as presented in this prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way these measures are calculated EBITDA ...... Financialindicator.EBITDAstandsforearnings before interest, tax, depreciation and amortization. ESP ...... EngineeringServiceProvider. EEA ...... EuropeanEconomic Area. Employee leasing ...... Employeeleasingmeansthatanemployersendshis or her employee to a third party to work in the establishment and under the managerial prerogative of the third party. The employee receives his or her remuneration from the employer, who receives fees from the third party for the employee leasing. Employee leasing is subject to Directive 2008/104/EC throughout the EU, which has been implemented by meansoftheArbeitnehmerüberlassungsgesetz in Germany. Base Shares ...... Bearershares(Inhaberaktien) with a nominal value of CHF 0.04 each from the holdings of the Selling Shareholder. FMEA ...... Failuremodeandeffectsanalysis. FSMA ...... FinancialServicesandMarketsAct2000. Greenshoe Option ...... AnoptionthattheCompanyhasgrantedtothe Underwriters, which allows them to acquire the Over-Allotment Shares at the Offer Price less agreed commissions. HVAC ...... Heatingventilationaircondition.

G-2 IAS ...... InternationalAccounting Standard: IAS are accounting regulations promulgated by the International Accounting Standards Board (IASB) for the purpose of international harmonization and improved comparability of consolidated financial statements. IAS have been renamed International Financial Reporting Standards (IFRS). IFRS ...... InternationalFinancialReportingStandardsas adopted by the European Union. Industry 4.0 ...... Industry 4.0 is a collective term for technologies and concepts of value chain organization. Based on the technological concepts of cyber-physical systems, the Internet of Things and the Internet of Services, it facilitates the vision of the smart factory. Within the modular structured smart factories of Industry 4.0, cyber-physical systems monitor physical processes, create a virtual copy of the physical world and make decentralized decisions. By means of the Internet of Things, cyber-physical systems communicate and cooperate with each other and humans in real time. Via the Internet of Services, both internal and cross- organizational services are offered and utilized by participants of the value chain. ISIN ...... InternationalSecuritiesIdentificationNumber. NHV ...... Noisevibrationharshness. Joint Bookrunners ...... JointGlobalCoordinators. Joint Global Coordinators ...... MorganStanley&Co.InternationalplcandDeutsche Bank Aktiengesellschaft. KPI ...... KeyPerformanceIndicator;atypeofperformance measurement which a company uses to evaluate its success, or to evaluate the success of a particular activity in which it is engaged. MTM analysis ...... MTManalysisreferstoasystemusedinindustrial engineering to conduct time studies on work methods. OEM ...... OriginalEquipmentManufacturer. Over-Allotment ...... Underthepossiblestabilization measures, investors may, in addition to the Base Shares, be allocated up to 1,312,500 Over-Allotment Shares as part of the allocation of the Offer Shares.

Over-Allotment Shares ...... Bearershares(Inhaberaktien) with a nominal value of CHF 0.04 each from the holdings of the Selling Shareholder in connection with a potential over-allotment. Package ...... Packagereferstotheallocationofcomponents in a vehicle in consideration of geometrical and ergonomic constraints.

G-3 PDM ...... Referstothebusinessfunctionoftenwithinproduct lifecycle management (PLM) that is responsible for the management and publication of product data. PLM ...... Product lifecycle management (PLM) is the process of managing the entire lifecycle of a product from inception, through engineering design and manufacture, to service and disposal of manufactured products Powertrain ...... Powertrain describes the main components that generate power and deliver it to the road surface, water, or air. This includes the engine, transmission, drive shafts, differentials, and the final drive (drive wheels, continuous track as in or caterpillar tractors, propellers, etc.). Prospectus Directive ...... Directive2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended. Prospectus Regulation ...... Commissionregulation(EC)No809/2004 of April 29, 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements, as amended. Regulation S ...... RegulationSunder the Securities Act, as amended. Rule 144A ...... Rule144A under the Securities, as amended. Securities Act ...... UnitedStatesSecuritiesActof1933, as amended. SOP ...... Startofproduction Stabilization Period ...... Theperiodinwhichstabilization measures may be taken. Such measures may be taken from the date the Company’s shares are listed on the regulated market on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must be terminated no later than the thirtieth calendar day after such day. Underwriters ...... JointGlobalCoordinators together with the Co-Lead Managers. Underwriting Agreement ...... TheUnderwritingAgreementrelatingtothe Offering to be entered into by the Company and the Underwriters on November 20, 2015. VAT ...... VATreferstotheValue-AddedTax (Mehrwertsteuer). Work package agreement ...... Inaworkpackageagreement,aservicesprovider promises to perform a service for another party. The service provider may use his employees to perform his services, who may be sent to the other party, but the other party does not have any managerial prerogative concerning the employees of the services provider.

G-4 X. RECENT DEVELOPMENTS AND OUTLOOK

I. RECENT DEVELOPMENTS In May 2015, our subsidiary EDAG Production Solutions GmbH & Co. KG opened our new competence center “New Production Technology”, which assists our customers in attaining and verifying necessary process capabilities for new joining technologies. We had a strong nine-month period ended September 30, 2015. Compared with the same period in the prior year, our Core Revenue increased by 14.6% from €465.8 million to €533.9 million. On a segment level, sales revenues with third parties increased in our Vehicle Engineering segment by €27.2 million, or 8.8%, from €307.2 million in the nine-month period ended September 30, 2014 to €334.3 million in the in the nine-month period ended September 30, 2015, in our Production Solutions segment by €10.2 million, or 14.1%, from €72.4 million in the nine-month period ended September 30, 2014 to €82.6 million in the nine-month period ended September 30, 2015 and in our Electrics/ Electronics segment by €31.8 million, or 37.2%, from €85.6 million in the nine-month period ended September 30, 2014 to €117.4 million in the nine- month period ended September 30, 2015. Our Adjusted Core EBIT increased by 29.2% from €42.6 million in the nine-month period ended September 30, 2014 to €55.1 million in the nine- month period ended September 30, 2015, representing an Adjusted Core EBIT margin increase from 9.1% in the nine-month period ended September 30, 2014 to 10.3% in the nine-month period ended September 30, 2015. This was largely due to an increase in customer demand for engineering services and our success in hiring additional employees to increase our capacities and meet this demand by servicing a greater number of projects. The increased customer demand, in turn, was largely due to positive trends in global economic development and the automotive industry which encouraged OEMs to award larger and more complex work packages to external ESPs. In addition, our increased Adjusted Core EBIT margin reflects the synergies realized from the acquisitions and successful integration of the Ru¨ cker Group and the BFFT Group. The financial information shown above is taken from (i) the audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, which includes corresponding figures for the fiscal years ended December 31, 2013 and December 31, 2012, of EDAG Engineering GmbH and (ii) the unaudited condensed consolidated interim financial statements as of and for the nine-month period ended September 30, 2015 of EDAG Engineering Schweiz Sub-Holding AG with the corresponding unaudited interim financial information for the nine-month period ended September 30, 2014 on the level of EDAG Engineering GmbH. The Company was incorporated by the Selling Shareholder on November 2, 2015, and was entered into the Commercial Register on November 3, 2015 as a stock corporation (Aktiengesellschaft) under Swiss law with a share capital of CHF 1,000 thousand (corresponding to €920 thousand converted at an exchange rate of CHF 1.09 as of November 2, 2015. Concurrently with the determination of the Offer Price, the Selling Shareholder will contribute all shares in EDAG Engineering Schweiz Sub-Holding AG to the Company by way of the Contribution. The contribution value of the EDAG Engineering Schweiz Sub-Holding AG shares will increase the capital reserves shown on the unconsolidated balance sheet of the Company. The contribution value will be determined on the basis of the Offer Price for the Offer Shares as determined in connection with the Offering and will be subject to a first time audit in connection with the audit of the Company’s unconsolidated financial statements as of and for the financial period ended December 31, 2015. It may therefore be subject to change. Following consummation of the Contribution, the Company will be the parent company of the Group at the time of the completion of the Offering. On November 2, 2015, Thomas Eichelmann was appointed as Chairman of the Board of Directors and Sylvia Schwing, Dr. Michael Hammes and Dr. Philippe Weber were appointed as members of the Board of Directors. Moreover, Jörg Ohlsen and Jürgen Vogt were appointed as members of Group Executive Management on November 2, 2015.

O-1 On September 9, 2015 our subsidiary EDAG Engineering GmbH concluded purchase and transfer agreements and lease agreements regarding five properties previously owned by EDAG Engineering GmbH (see “L. Business—XII. Material Contracts—3. Agreements relating to Real Estate—b. Sale-and-lease-back of five properties in Fulda, Cologne, Ingolstadt and Recklinghausen”and“Q. Certain Relationships and Related-Party Transactions—IV. Other Related Party Transactions—10. Sales and Lease Back Agreements”.).

II. OUTLOOK In order to retain our position as a premium ESP in the automotive industry and to shape future automotive development, we put particular emphasis on the employment of a highly qualified and highly trained workforce that helps us deliver excellent performance with outstanding client feedback, meet the challenges of innovation and new technologies and form a strong global presence and network. Our objective is to leverage and strengthen our position as a top 3 global player in the growing ESP market and to achieve profitable growth. The key elements of our strategy to pursue and achieve this objective include: Š further improving our productivity; Š focusing on innovation; Š fostering our attractiveness as an employer; Š further strengthening our market position; Š further increasing our profitability; and Š maintaining our operating flexibility. Assuming favorable economic conditions, we strive to achieve a moderate increase in our sales revenues and changes in inventories as well as Adjusted EBIT for the fiscal year 2015. Based on our experience that the second half of a fiscal year is generally stronger than the first half (in particular due to fewer public holidays and our overall growth trajectory) and taking into consideration our current order backlog, we strive to yield growth in sales revenues and changes in inventories across all segments. The top 5 ESPs, of which EDAG is one, are expected to grow at a CAGR of 9-12% in the period from 2014 to 2020 measured by sales revenues (source: A.T. Kearney Report). We believe that we are well positioned to successfully compete in this market and to grow our sales revenues above market average in the medium term, based on Š our extensive expertise in the E/E field, where the ESP market is expected to grow disproportionally at a CAGR of 9.3% in the period 2014 through 2020 to a total size of €6.7 billion in revenues (source: A.T. Kearney Report), as well as in the areas of lightweight materials and electro mobility; Š the breadth of our engineering capabilities, spanning from vehicle concepts across development of automotive components and modules to derivative car models and production facilities, which in turn enables us to act as an integrated system provider; Š our independence, coupled with a high degree of customer proximity through our local sites situated near our customers’ facilities; Š the cross-selling potential with our Production Solutions division; Š our ability to attract and retain an experienced and qualified workforce; Š our ability to handle larger-scale projects as well as our capacities in ramping up operations, also internationally; Š our scale which permits OEMs to entrust us with large scale development assignments on the basis of broadly defined work package agreements.

O-2 Given our substantially increased scale and the significant synergies achieved following the acquisitions of the Rücker Group and the BFFT Group, we have grown our Adjusted Core EBIT margin to 10.0% for the three-month period ended March 31, 2015 and also to 10.0% for the six-month period ended June 30, 2015. The Adjusted Core EBIT margin for the nine-month period ended September 30, 2015 amounted to 10.3%. We aim to increase our Adjusted Core EBIT margin in the medium term by means of cost synergy build-ups from such acquisitions. Generally, we aim to maintain a high level of returns in the medium term. Our revenue growth, profitability and cash flow objectives are based on our own estimates and assessments, and our ability to reach these objectives is subject to the development of the market, the economic, competitive and regulatory environment as well as uncertainties and risks described in this prospectus in the section “A. Risk Factors.’’ Therefore, this outlook is based on data and assumptions that may change, and investors have no assurance that our actual results and targets will be met in the future.

O-3 Y. SIGNATURE PAGE

Zurich, November 2015

EDAG Engineering Group AG

Signed by: Jörg Ohlsen Signed by: Jürgen Vogt

S-1 London, Frankfurt am Main, Hamburg, November 2015

Morgan Stanley & Co. International plc

Signed by: Adam Pickard

Deutsche Bank Aktiengesellschaft

Signed by: Heiko Leopold Signed by: Matthias Höhne

COMMERZBANK Aktiengesellschaft

Signed by: Alexander Metz Signed by: Arnd Grimm

M.M. Warburg & CO (AG & Co.) KGaA

Signed by: Felix Pröfrock Signed by: Till Wrede

S-2