Untitled

CONTENTS

Report of the Board of Directors

Financial Statements

Other Information

REPORT OF THE BOARD OF DIRECTORS

This annual report of European Healthcare Acquisition & Growth Company B.V. (the “Company")

for the financial year ended 31 December 2021 consists of the report of the board of directors of

the Company (the “Board” and the “Board Report”), including the responsibility statement and

other mandatory statements by the Board and the financial statements of the Company (the

“Financial Statements”) and the accompanying notes (the “Annual Report”).

1. ABOUT EUROPEAN HEALTHCARE ACQUISITION & GROWTH

COMPANY B.V.

1.1. General

European Healthcare Acquisition & Growth Company B.V. was incorporated on 9 July 2021 in

Amsterdam, the Netherlands, as a Dutch operators-led special purpose acquisition company

incorporated under the laws of the Netherlands as a private company with limited liability (besloten

vennootschap met beperkte aansprakelijkheid) with its business address in Munich, Germany.

The Company was admitted to listing and trading on Euronext Amsterdam (the “Admission”), the

regulated market operated by Euronext Amsterdam N.V. (“Euronext Amsterdam”) on 18 November

2021 pursuant to a private placement (the “Private Placement”) in which it raised € 200 million in

gross proceeds (the “Proceeds”) in accordance with the terms and conditions set out in the

Company’s prospectus which has been issued on 16 November 2021 (the “Prospectus“). Payment

for the Class A Ordinary Shares (as defined below) and the Public Warrants (as defined below)

(“Settlement”) took place on 22 November 2021 (the “Settlement Date”).

The Company has been established for the purpose of entering into a business combination with

an operating business in the form of a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with, or acquisition of, one or more target companies

or businesses with the purpose of creating a single business (a “Business Combination”). The

Company intends to focus on companies or businesses with principal operations in Europe in the

healthcare sector, with a special focus on the subsectors Biotechnology and Specialty Pharma,

Pharma Services, Medical Technology and Medical Devices, Diagnostic and Lab Services,

Bioinformatics as well as Life Science Tools (the “Specific Healthcare Sectors”). The Company

intends to acquire the shares in one or more target companies and subsequently provide

management services to the target(s) for remuneration.

Since the Private Placement, we have been focusing on finding the right target company for the

Company. Whilst the Board has had and is currently in early-stage discussions with a few potential

target companies, at the date of this Annual Report, we have not yet selected a specific target

company that could be proposed to the Business Combination EGM (as defined below). We will

continue our search for a Business Combination to be completed within the 24-month period from

18 November 2021, the first day of trading, being 18 November 2023 (the “Business Combination

Deadline”) as announced in the Prospectus.

If the Company intends to complete a Business Combination, it will convene a general meeting and

propose the Business Combination for consideration and approval by Class A Ordinary

Shareholders (as defined below) and holders of Founder Shares (as defined below) (the “Business

Combination EGM”). The resolution to effect a Business Combination will require the prior approval

by a majority of at least (i) a simple majority of the votes cast or (ii) in the event that the Business

Combination is structured as a merger, a two-thirds majority of the votes cast if less than half of the

issued share capital is present or represented at the Business Combination EGM.

The Company suffered an after-tax loss of € 2.5 million over the period from 9 July 2021 until 31

December 2021. The Company has not recorded any operational revenues. The result is

attributable to the negative interest rate payable on the Escrow Account (as defined below) and

other financial costs resulting from interest expenses and fair value adjustments of the issued

instruments and other operating expenses.

1.2. Company structure

1.2.1. Sponsors

The founders of the Company are BAUR I&C GmbH, RNRI GmbH, CCC Investment GmbH, SO I

GmbH, PS Capital Management GmbH and Winners & Co. GmbH (the “Sponsors”, also referred

as the “Founders”) which are affiliates of the Company’s directors, Dr. Cornelius Baur, Dr. Thomas

Rudolph, Dr. Axel Herberg, Dr. Stefan Oschmann, Mr. Peer M. Schatz and Mr. Stefan Winners,

respectively.

1.2.2. Capital structure

The Sponsors hold 6,666,666 convertible class B shares at a nominal value of € 0.01 per share (the

“Founder Shares”). The Founder Shares represent 25% of the Company's voting rights (not taking

into account any Treasury Shares (as defined below)).

The Company has completed its Private Placement for the issuance of 20,000,000 public units (the

“Public Units” and each a “Public Unit”) at a price per Public Unit of € 10.00. Each Public Unit

consists of (i) one class A ordinary share with a nominal value of € 0.01 per share (the “Class A

Ordinary Shares”, and each a “Class A Ordinary Share”, also referred to as the “Public Shares”

or the “redeemable Ordinary Shares”, and a holder of one or more Class A Ordinary Shares, a

“Class A Ordinary Shareholder”); and (ii) one-third (1/3) of a redeemable class A warrant (each

whole warrant a “Public Warrant” and together the “Public Warrants”, also referred to as the

“Market Warrants”).

Class A Ordinary Shareholders may redeem all or a portion of their Class A Ordinary Shares upon

the completion of the Business Combination, subject to complying with applicable law and

satisfaction of certain conditions. The gross repurchase price of a Class A Ordinary Share in

connection with a Business Combination is equal to its pro rata share of funds in the Escrow Account

determined two trading days prior to the Business Combination EGM, which is anticipated to be

€ 10.00 per Class A Ordinary Share.

1.2.3. Escrow

The Proceeds are held on an escrow account (the “Escrow Account”) as described in the

Prospectus. The Escrow Account is subject to a negative interest rate of -0.62%

in the first year

(the “Negative Interest”).

1.2.4. Costs

The Sponsors have provided € 11.6 million to the Company through the purchase of the Founder

Shares, the Founder Warrants (as defined below) and the Additional Sponsor Subscription (as

defined below).

At Settlement, the Sponsors have: (i) paid an additional purchase price for the Founder Shares in

the aggregate of € 1,400,000 that will be used, inter alia, to cover remuneration costs during the

first 12 months after the Settlement; (ii) subscribed for 5,128,000 class B warrants at a price of

€ 1.50 per warrant (the “Founder Warrants”) (up to € 7,692,000 in the aggregate) in a separate

private placement that has occurred on the Settlement Date (the “Sponsors Capital At-Risk”). The

Sponsors Capital At-Risk will be used to finance the Company’s working capital requirements and

other running costs and expenses, except for some commissions as further detailed in the

Prospectus that will, if and when due and payable, be paid from the Escrow Account, until the

completion of the Business Combination; and (iii) subscribed to 1,640,000 Founder Warrants which

have been issued to the Sponsors at Settlement at a price of € 1.50 per Founder Warrant, for an

aggregate purchase price of € 2,460,000 (the “Additional Sponsor Subscription”). The proceeds

of the Additional Sponsor Subscription will be used to cover any Negative Interest, up to an amount

equal to the proceeds from the Additional Sponsor Subscription to allow, in case of a liquidation of

the Company after expiry of the Business Combination Deadline or in case of redemptions of Class

A Ordinary Shares in the context of a Business Combination, for a redemption of up to € 10.00 per

Class A Ordinary Share.

1.3. The Board

1.3.1. One-tier board

The Company maintains a one-tier board consisting of executive and non-executive directors. The

executive directors are responsible for the day-to-day management of the Company. The non-

executive directors supervise and advise the executive directors. The Board as a whole is

responsible for the strategy and the management of the Company. Following Admission, the Board

comprises two executive directors (the “Executive Directors”) and four non-executive directors

(the “Non-Executive Directors”, and together with the Executive Directors, the “Directors”).

Each Director has a duty to the Company to properly perform the duties assigned to them and to

act in the Company’s corporate interest. Under Dutch law, the corporate interest extends to the

interests of all the Company’s stakeholders, including the Company securities holders, creditors

and employees.

The Board is responsible for the governance structure of the Company. As at the date of this Annual

Report, the provisions of Dutch law, which are commonly referred to as the “large company regime”

The Negative Interest charged is currently -0.5% (ECB Deposit Facility Rate) – 0.12% = -0.62%. Please refer to Article

1.5 of the Escrow Agreement executed on 16 November 2021.

(structuurregime), do not apply to the Company. The Company does not intend to voluntarily apply

the “large company regime”.

1.3.2. Directors

The Board is comprised of professionals with experience in management, venture capital,

healthcare and capital markets. The Company intends to leverage the Directors’ extensive

operational capabilities, significant investment experience and global networks to both identify a

pipeline of opportunities and drive value in the Business Combination.

As of Admission, Dr. Cornelius Baur has been appointed as Executive Director. Dr. Cornelius Baur

is the Chief Executive Officer of the Company (“CEO”) and is also the Company’s compliance

officer. With effect as of December 1, 2021, Dr. Thomas Rudolph has been appointed as Executive

Director and is the Chief Investment Officer of the Company (“CIO”) and the company secretary.

With effect as of Admission, Mr. Peer M. Schatz became a Non-Executive Director. With effect as

of 16 November 2021, Mr. Stefan Winners, Dr. Axel Herberg and Dr. Stefan Oschmann have been

appointed as Non-Executive Directors. As of Admission, Mr. Stefan Winners has been appointed

as chairman of the Board (“Chairman”) and Dr. Axel Herberg has been appointed as vice chairman

of the Board. Mr. Stefan Winners and Mr. Peer M. Schatz are non-independent Non-Executive

Directors. Both Dr. Axel Herzberg and Mr. Stefan Oschmann are independent Non-Executive

Directors.

The Company will be effectively managed in Germany. All Directors are appointed until the end of

the Company’s general meeting to be held in 2025.

1.3.3. The Executive Directors

Dr. Cornelius Baur (male, born 1962, German) is the CEO of the Company. He started his career

at McKinsey & Company in 1990, where he advised companies in the automotive, high-tech and

healthcare sectors for more than 30 years. He worked in New York, Boston and Cleveland, United

States, and Munich, Germany. He was elected partner in 1996, senior partner in 2001 and managing

partner for Germany and Austria in 2014, a position he held until early 2021. He served on

McKinsey’s global shareholder committee for six years, thereof three years as chair of the finance

committee, and from 2018-2021 he was also a member of the global executive team of McKinsey.

During his time as a partner at McKinsey, Dr. Baur led various value creation programs for clients

in healthcare and other industries as well as for private equity clients.

Dr. Baur completed an apprenticeship as an industrial clerk (Stammhauslehre) with Siemens

Aktiengesellschaft in Munich, Germany. He holds a master’s degree and a doctoral degree in

management from the Ludwig Maximilian University of Munich, Germany in collaboration with BMW

AG, Munich, Germany.

Dr. Thomas Rudolph (male, born 1973, German) is the CIO of the Company. After completing

Medical School and completing his doctoral thesis (oncology and molecular diagnostics), he started

his career at McKinsey & Company in 2001, where he was advising companies in the

pharmaceuticals and medical products practice. He was elected partner in 2007 and Senior Partner

in 2013. During his 20 years at McKinsey, he has advised most European private equity funds with

healthcare exposure and many other investors in healthcare. Since 2012 Thomas led McKinsey’s

European Healthcare Transaction Team. Since taking over that role the team has grown

significantly and was involved in several of the largest healthcare transactions in EMEA in recent

years. Dr. Thomas Rudolph personally conducted various due diligences across most sectors of

healthcare and led the support of various exit processes. Besides his private equity/investor support

role, he recently led McKinsey’s German healthcare practice.

Dr. Rudolph studied medicine at the University of Tuebingen, Germany, and at Tulane University,

Louisiana, United States. He received his doctoral degree from the University of Tuebingen in 2000.

1.3.4. The Non-Executive Directors

Mr. Stefan Winners (male, born in 1967, German) is Chairman of the Board. He started his career

in 1993 at Roland Berger Strategy Consultants as a management consultant. From 2000 to 2005,

he was a member of the management board and managing director of CyPress GmbH, a subsidiary

of Vogel Business Media GmbH & Co. KG. In 2005, Mr. Winners joined the Burda Group, where he

held various positions until 2020. From 2005 to 2012, he was chief executive officer and chairperson

of the executive board of HolidayCheck Group AG (formerly TOMORROW FOCUS AG) and from

2012 to 2019, he was member of the executive board of Hubert Burda Media Holding

Geschäftsführung SE and chief executive officer and chairperson of the board of directors of Burda

Digital SE. In 2021, Mr. Winners joined Lakestar SPAC I SE as chief executive officer and chief

financial officer.

Mr. Winners holds an MBA from the University of Passau, Germany, and completed an Advanced

Management Program (AMP) at Harvard Business School, United States.

Dr. Axel Herberg (male, born in 1958, German) is vice chairman of the Board. Dr. Herberg is the

chairman of the supervisory board at Gerresheimer AG where he also served as chief executive

officer from 2000 to 2010. He started his career at Thyssenkrupp AG in 1986 in strategic planning

until 1988. From 1988 to 1992, he was a consultant with McKinsey & Company. In 1992, Dr. Herberg

joined Gerresheimer AG as Head of Controlling and in 1996 became a member of the management

board. In 2010, he left Gerresheimer to join The Blackstone Group, first as a senior managing

director until 2017 and senior advisor from 2017 to 2019. He is currently active as a private investor

and, next to his position at Gerresheimer AG, holds various other supervisory and advisory board

positions, including at Leica Camera AG and the PharmaZell Group.

Dr. Herberg received a diploma in mechanical engineering from the University of Aachen, Germany,

and a degree in economics from the University of Hamburg, Germany, and a doctoral degree in

economics.

Dr. Stefan Oschmann (male, born in 1957, German) joined the U.S. pharmaceutical company MSD

Merck Sharp & Dohme in 1989, where he held a range of executive positions until 2011. Among

others, he served as vice president of MSD Europe, managing director of MSD Germany, senior

vice president for worldwide human health marketing, member of the senior management and

corporate officer responsible for Europe, the Middle East, Africa and Canada and, finally, president

of MSD’s emerging markets. In 2011, Dr. Oschmann joined Merck KGaA. Among others, he led the

healthcare business of Merck KGaA, where he headed the biopharma, consumer health,

allergopharma and biosimilars divisions, he served as vice chairperson of the executive board and

deputy chief executive officer of Merck KGaA and in 2016, he was appointed chief executive officer

and chairperson of the executive board of Merck KGaA until April 2021. Dr. Oschmann is currently

holding the chair of the board of directors at UCB S.A.

Dr. Oschmann graduated and holds a doctoral degree in veterinary medicine from the Ludwig-

Maximilians-University of Munich, Germany.

Mr. Peer M. Schatz (male, born in 1965, Swiss) is a managing director of PS Capital Management

GmbH and serves as a supervisory board member of Siemens Healthineers and as chairman of the

supervisory board of Centogene N.V. and the advisory board of Resolve BioSciences GmbH. Prior

to October 2019, Mr. Peer Schatz was chief executive officer of QIAGEN N.V. He joined QIAGEN

in 1993 when the company had under 30 employees and revenues of approximately $2 million.

Under his direction, QIAGEN grew to employ more than 5,200 people in over 35 locations around

the world and to record annual revenues of over US$ 1.6 billion. He led more than 40 acquisitions

for QIAGEN as well as its listings on NASDAQ (1996), NYSE (2018) and the Frankfurt Stock

Exchange (1997). Between 2017 and 2020 he co-chaired the Precision Medicine Council of the

World Economic Forum and also served as a founding member of the German Corporate

Governance Commission between 2001 and 2011.

Mr. Schatz holds a master’s degree in economics and social sciences from the University of St.

Gallen, Switzerland, and an MBA in Finance from the University of Chicago’s Booth School of

Business.

1.4. Background and strategy

1.4.1. Background

The Company intends to complete a Business Combination with a target company or business that

primarily focuses on one of the Specific Healthcare Sectors. The Company believes there are many

potential targets that meet these criteria that could become attractive public companies with long-

term growth potential and attractive competitive positioning, leveraging its strategic and

transactional experience and bringing advice and attention to potential business combination

targets.

The Company will leverage the broad expertise and unique networks of the Sponsors’ principals to

identify and execute a Business Combination, which the Company believes will result in an

acquisition and positive transformation that enhances the overall value of its target.

The Directors and their networks have been developed through:

 Experience sourcing, structuring, acquiring, operating, integrating and selling businesses;

 Expertise operating and executing transactions across a wide range of sectors and complex

industries, including healthcare, pharmaceuticals and media, across multiple geographies and

under varying economic and financial market conditions;

 Expertise in accessing the capital markets, including determining financing solutions;

 Experience at management and board level in operating global, renowned corporations;

 Global network of relationships with potential target management teams and financing sources;

and

 Experience advising companies and boards on complex matters ranging from operational

strategy to strategic growth opportunities.

1.4.2. Strategy

Consistent with its strategy, the Company has identified the following general criteria and guidelines

which it believes are important in evaluating prospective target companies or businesses for a

Business Combination. The Company will use these criteria and guidelines in evaluating acquisition

opportunities, but it may decide to enter into a Business Combination with a target company or

business that does not meet these criteria and guidelines. Further, any particular business

transaction opportunity which the Company ultimately determines to pursue may not meet one or

more of these criteria:

 Strong and capable, public-ready management team

The Company will seek to acquire a company or business that has access to a strong

and capable management team or that provide a platform for the Company to

assemble an effective and experienced management team. The Company will focus

on management teams with a proven track record of driving revenue growth, both

organically and through external acquisitions, enhancing profitability and creating

value for their shareholders.

 Platform potential for bolt-on deals and external growth opportunities through

geographic expansion, benefitting from access to capital markets and that are

natural candidates for a listing in Europe

The Company will seek to acquire a business that it can grow both organically and

through bolt-on acquisitions. In addition, the Company believes that its ability to source

proprietary opportunities and execute transactions will help the business it acquires

grow via inorganic means, and thus serve as a platform for further add-on acquisitions.

 High switching barriers to entry or strong competitive advantage

The Company will seek to acquire a business that has a market position which may

already have or help to create barriers to entry against new competitors and

demonstrate advantages when compared to their competitors. The Company

anticipates that these barriers to entry will enhance the ability of these businesses to

maintain and grow their market position and generate strong profitability.

 Business model with downward risk protection

The Company will seek to acquire a business that has a proven business case with

downward risk protection. To evaluate business cases and downward risk protection,

the Company believes that it will benefit from the Directors and Sponsors’ principals

experience in analyzing business models and executing business plans.

 Recurring revenue with growth prospects and profitability

The Company will seek to acquire a business that has a history of, or potential for,

strong, sustainable recurring and predictable revenue streams as well as compelling

future growth prospects, and is profitable at the time of the combination.

 Companies in which the Directors can add further value

The Company will seek to acquire a business that would benefit from the operating

experience and specific background of the Directors (who are the Sponsors’

principals) to tangibly improve its operations and market position.

 Strong ESG commitment

The Company will seek to acquire a business which has a management that has a

commitment to ESG, strong policies to comply with state-of-the art ESG policies and

has principals aligned with the Directors’ and Sponsors’ on ESG.

These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits

of a particular initial Business Combination may be based, to the extent relevant, on these general

criteria and guidelines as well as other considerations, factors and criteria that the Company may

deem relevant.

The Company believes the Directors’ reputation, sourcing, valuation, diligence and execution

capabilities will provide the Company with a significant pipeline of opportunities from which to

evaluate and select a business that will benefit from its expertise and create value for its

shareholders.

1.4.3. Competitive strengths

The Company believes it has the following competitive strengths:

 Significant Management and Healthcare Consulting Experience

The Directors have significant experience in leading, advising and driving growth of

healthcare and pharmaceuticals companies. The Company believes that this breadth

of experience provides a competitive advantage in evaluating acquisition opportunities

as well as consulting businesses in the Specific Healthcare Sectors and enabling

access to key decision makers, including owners, executives and private equity funds.

Additionally, it provides the Company with critical post-Business Combination support

to successfully navigate in the target business while adhering to public company

governance requirements.

 Extensive Sourcing Avenues and Strategic Industry Relationships

As a result of the Directors’ extensive experience as principals, consultants and

investors, the Company’s team has developed a broad array of contacts in the Specific

Healthcare Sectors, including professionals, clients and senior advisors. The

Company believes the Directors offer unique sourcing prospects bolstered by a broad

network of global relationships as a result of their extensive experience as principals,

consultants and investors.

 Deep Industry Experience

The Directors have long and successful track records in a broad range of industries,

including healthcare and pharmaceuticals. This includes both, managing large

corporations within the healthcare and pharmaceutical space as well as driving organic

and external growth of smaller scale growth companies The Company will seek to

capitalize on the strong fundamentals of the healthcare industry driven by the following

structural trends:

a. increasing government focus and expenditure on public health in the context of

the current COVID-19 crisis and to reduce the risk of future pandemics going

forward,

b. ageing population, increasing chronic diseases, increasing health awareness and

the need for broader access to healthcare globally,

c. continued technical breakthrough and disruption driving innovation and R&D

spend, and

d. digitalization becoming a key structural component of healthcare across sub-

sectors.

 Significant Corporate and Transaction Experience

The Directors have deep technical knowledge across mergers and acquisitions,

portfolio management, venture capital, private equity, corporate finance and strategic

advisory. The Directors have a strong track record of identifying, valuing, completing

diligence on, and executing business combinations. In addition, they have a deep

understanding of executing and completing post-merger integration.

 Strong Financial Position and Flexibility

With an escrow account initially in the amount of € 200 million and a public market for

the Class A Ordinary Shares, the Company offers a target business a variety of options

to facilitate a future business transaction and fund the growth and expansion of

business operations. Because the Company is able to consummate an initial business

transaction using equity, debt, cash or a combination of the foregoing, the Company

has the flexibility to design an acquisition structure to address the needs of the parties.

The Company has not, however, taken any steps to secure third party financing and

would expect to do so only in connection with the completion of the Business

Combination.

 SPAC and De-SPAC Experience

The Director Mr. Stefan Winners has first-hand experience in sponsoring and

managing a SPAC and identifying suitable targets. Lakestar SPAC I SE at which Mr.

Stefan Winners serves as chief executive officer successfully sourced a de-SPAC

transaction with HomeToGo GmbH in September 2021 and was the first technology

SPAC in the European market since 2010.

1.5. Research and development

Due to the nature of the Company as a special purpose acquisition company it does not conduct

any research and development activities.

1.6. Non-financial information

Given the nature of the Company as a special purpose acquisition company, the Company will

provide non-financial information, including (i) a description of the relevant policies pursued by the

Company, (ii) the principle risks relating to environmental, social and employee matters, human

right, anti-corruption and anti-bribery, and (iii) the non-financial key performance indicators relevant

to the business of the Company, all to the extent relevant, after the completion of the Business

Combination.

1.7. Progress and outlook

The Board sources leads to potential target companies from e.g. their own network, investment

banks, inbounds and the broader advisory network. The Board is currently in early-stage

discussions with potential target companies and regularly has informal meetings regarding potential

target companies and the approach of these companies. The Company will continue its search for

a proposed Business Combination with a target company to be completed before the Business

Combination Deadline. The Company will pursue a sound investment for its shareholders.

Taking into account the developing situation involving the Russian Federation and the Ukraine, and

related economic uncertainties, the Company does not intend to search for potential target

companies in the Russian Federation, Belarus and/or the Ukraine. However, it is too early to

evaluate the chance of any disruptive effect of this war on the global economy, the financial markets

and the further search for potential target companies.

1.8. Financial developments 2021

The Company listed on Euronext Amsterdam on 18 November 2021 raising € 200 million by a

Private Placement. Some of the financial highlights as at 31 December 2021 are:

 Escrow Account plus bank account balance: € 207,892 million

 Trading price Class A Ordinary Shares: € 9.8 (closing price)

 Trading price Public Warrants: € 0.25 (closing price)

The Company did not generate any revenues in the financial year 2021. The expenses incurred by

the Company in the financial year 2021 include amongst others transaction costs, audit and

advisory cost, management fee, bank costs and negative interest. This has resulted in an after-tax

loss of € 2.5 million over the period from 9 July 2021 until 31 December 2021.

2. RISK MANAGEMENT

2.1. Risks and uncertainties

Below is a summary of certain of the risks relating to the Company, particularly as a special purpose

acquisition company prior to the completion of a Business Combination and relevant with respect

to the Annual Report, our risk appetite, the likelihood and potential impact thereof. Further reference

is made to the description of risks relating to the Company included in the Prospectus, particularly

risks that may be of relevance to the Company after the completion of a Business Combination and

risks relating to our securities.

Additional risks not known to us, or currently believed not to be material, could later turn out to have

a material impact on our business, revenue, assets, liquidity, capital resources or net income. The

Company’s risk management objectives and policies are consistent with those disclosed in the

Prospectus.

Risk

category

Risk description Risk

appetite

Likelihood

Potential

impact

Strategic

The Company has had several discussions with potential

target companies but has not yet identified a specific target

company to complete the Business Combination,

prospective investors have no basis to evaluate the possible

merits or risks of a target company's or business' operations

High

Medium High

Strategic The Company may face significant competition for Business

Combination opportunities

High Medium High

Strategic There is no assurance that the Company will identify

suitable Business Combination opportunities by the

Business Combination Deadline

Low Low High

Strategic The ability of the Company to negotiate a Business

Combination on favorable terms could be affected by the

limited time to complete the Business Combination

Low Medium Medium

Financial The Company will likely be exposed to negative interest

rates and the risk of default by bank resolution proceedings

which could have a material adverse effect on the funds

available for re-distribution to Class A Ordinary

Shareholders

Low Low High

Financial If the Business Combination is completed, improvements

may not be successful and not be effective in increasing the

valuation of the business acquired, which could have a

material adverse effect on the Company's business,

financial condition, results and ability to pay dividends

Low Medium High

Financial The Sponsors will own up to 6,768,000 Founder Warrants,

accordingly, Class A Ordinary Shareholders will experience

immediate and substantial economic dilution upon the

exercise of such Founder Warrants

Medium Medium Medium

Financial The Company will be constrained by the potential need to

finance redemptions of Class A Ordinary Shares in advance

of a Business Combination

Low Low High

Financial The Company may need to arrange third-party financing

and there can be no assurance that it will be able to obtain

such financing, which could compel the Company to

restructure or abandon a particular Business Combination

Low Medium High

Financial If the proceeds from the sale of the Founder Warrants are

insufficient to allow the Company to operate for at least until

the Business Combination Deadline, it could limit the

amount available to fund the Company’s search for a target

business and the Company may be unable to complete a

Business Combination

Low Low Medium

Operational

The Company’s success is dependent upon a small group

of individuals and other key personnel

High Low High

Operational

The Company’s search for a target business may be

materially adversely affected by the coronavirus pandemic

as well as the war between the Russian Federation and the

Ukraine

Low Low High

2.2. Main risks and uncertainties

To the extent possible, for each risk factor described below, we set out how we believe we mitigate

these risks. However, we may not be successful in deploying some or all of these mitigating actions

effectively. If circumstances occur or are not sufficiently mitigated, our business, financial condition,

results of operations and prospects could be material adversely affected. In addition, risks and

uncertainties could cause actual results to vary from those described, which may include forward-

looking statements, or could impact our ability to meet our objectives or be detrimental to our

financial condition or reputation.

2.2.1. The Company has had several discussion with potential target companies but has

not yet identified a specific target company to complete the Business Combination,

prospective investors have no basis to evaluate the possible merits or risks of a

target company's or business' operations

The Company will seek to acquire one or more target companies or businesses with principle

operations in Europe in the Specific Healthcare Sectors in a single Business Combination. The

Company has not yet identified a specific potential company or target business. The Board is

currently in early-stage discussions with potential target companies and regularly has informal

meetings regarding potential target companies and the approach of these companies. However, at

this stage there is no certainty that the Company will be able to complete a Business Combination

with any of these companies. Moreover, although the Company focuses its search for a target

company or business in the European healthcare industry with a special focus on the Specific

Healthcare Sectors, the Company may complete its Business Combination with an operating

company in another healthcare sector. As such, investors will have no basis on which to evaluate

the possible merits or risks of any particular subsector or target company’s or business’s operations,

results of operations, cash flows, liquidity, financial condition or prospects.

The Company has not yet identified a specific potential target company or business, and as a result

the Company cannot offer any assurance that it would be able to obtain adequate information to

evaluate the target company or business as part of the Company’s and its advisors’ due diligence

efforts when evaluating a possible Business Combination. Significant costs, efforts and time could

be incurred as a result of entering into negotiations before an in-depth assessment of a potential

target business.

Furthermore, no assurance may be made that an investment in Public Units, Class A Ordinary

Shares and/or Public Warrants will ultimately prove to be more favorable to investors than a direct

investment, if such opportunity were available, in a target company or business.

This risk is mitigated by the fact that the Directors are dedicated to finding the right target company

to complete a Business Combination with and are actively searching and having continuous

discussions with potential target companies. In this respect, the Directors can rely on their in-depth

knowledge of, and a broad network and strong reputation in the healthcare sector.

2.2.2. The Company may face significant competition for Business Combination

opportunities

The Company expects to encounter intense competition in some or all of the Business Combination

opportunities that the Company may explore. This may in turn reduce the number of potential targets

available for a Business Combination or increase the consideration payable for such targets. While

the Company believes there are numerous target companies or businesses that it could potentially

combine with, its ability to compete will be limited by its financial resources.

The Company has a rather specific focus compared to other special purpose acquisition companies.

This focus in combination with the manner in which the Company is structured may provide the

Company with an advantage in relation to companies searching for a target company without such

specific focus. This risk is further mitigated by the fact that the Sponsors' principals have extensive

experience in investing in healthcare growth companies, the Sponsors are highly regarded in the

capital markets and have obtained a strong track-record, visibility and reputation in the relevant

markets, which provide the Company with a competitive advantage in identifying acquisition

opportunities to complete the Business Combination.

2.2.3. There is no assurance that the Company will identify suitable Business

Combination opportunities by the Business Combination Deadline

The success of the Company’s business strategy is dependent on its ability to identify sufficient

suitable Business Combination opportunities. The Company cannot estimate how long it will take

to identify suitable Business Combination opportunities or whether it will be able to identify any

suitable Business Combination opportunities at all by the Business Combination Deadline. If the

Company fails to complete a proposed Business Combination, it may be left with substantial

unrecovered transaction costs, potentially including substantial break fees, legal costs or other

expenses. Furthermore, even if an agreement is reached relating to a target company or business,

the Company may fail to complete such Business Combination for reasons beyond its control. Any

such event will result in a loss to the Company of the related costs incurred, which could materially

adversely affect subsequent attempts to identify and enter into a Business Combination with another

target company or business.

The Company believes that the long-standing presence, reputation, visibility, operational

experience and extensive network of relationships in the healthcare arena developed by the

Sponsors' principals should provide the Company with an advantage in accessing Business

Combination opportunities in this space and allow therefore unique access to off-market

transactions (i.e., transactions that involve a target business that is not widely known in the market

to be available for acquisition) prior to the Business Combination Deadline.

In the event that the Company does not complete a Business Combination by the Business

Combination Deadline, there can be no assurance as to the particular amount or value of the

remaining assets at such future time of any such distribution either as a result of costs from an

unsuccessful Business Combination or from other factors. Upon distribution of assets in the context

of the (i) dissolution and liquidation of the Company and (ii) delisting of the Class A Ordinary Shares

and Public Warrants such costs and expenses will result in shareholders receiving less than they

invested, or even nothing at all.

This financial risk for our shareholders is largely mitigated by the fact that the Company holds

€ 202.5 million (minus negative interest to be paid) in an Escrow Account, which can only be

released upon meeting strict requirements. Furthermore, the Company has raised proceeds from

the sale of the Founder Shares, the Founder Warrants and the Additional Sponsor Subscription

amounting to € 11.6 million, which is considered to be sufficient to cover working capital and other

running costs and expenses.

2.2.4. The ability of the Company to negotiate a Business Combination on favorable terms

could be affected by the limited time to complete the Business Combination

Sellers of potential target companies or businesses may be aware that the Company must complete

a Business Combination by the Business Combination Deadline, failing the extension of which, it

will have to redeem the Class A Ordinary Shares, wind up and liquidate. Such sellers may use this

information as leverage in negotiations with the Company relating to a Business Combination,

knowing that if the Company does not complete a Business Combination with that particular target,

the Company may be unable to complete a Business Combination with any other target company

or business within its required timeframe. This risk will increase as the Company gets closer to the

Business Combination Deadline. Furthermore, the Company may have limited time to conduct due

diligence and may enter into the Business Combination on terms that it would not have entered into

if it had undertaken more comprehensive diligence.

To mitigate this risk, the Company is committed to complete a Business Combination rather sooner

than later, but it will not compromise on key deal terms solely because of the limited time left to

complete a Business Combination. The Directors view time pressure not to be a significant

determining factor for their decisions in identifying and selecting a target business.

2.2.5. Before the Company uses the proceeds of the Private Placement in connection with

the Business Combination, it will likely be exposed to negative interest rates and

the risk of default by bank resolution proceedings of the bank holding the Escrow

Account

The Company intends to use the proceeds of the Private Placement for the Business Combination.

However, it cannot predict how long it will take to complete the Business Combination. Before the

Company completes the Business Combination, it intends to hold the proceeds in the Escrow

Account.

The Company’s funds will likely be subject to negative interest rates while it seeks to complete the

Business Combination, which it would need to pay, primarily due to the current investment and

interest environment. Delays in acquiring the target in the Business Combination would therefore

cause the Company to incur increased costs due to negative interest rates. Apart from the Additional

Sponsor Subscription, the Company has not established any specific policies or procedures to avoid

the accrual of negative interest on the funds on the funds deposited in the Escrow Account. In

addition, the Company is subject to the risks of default by, bank resolution proceedings of the bank

holding the Escrow Account, in which case the Company may not be able to reclaim a substantial

amount or all of the proceeds in the Escrow Account.

This financial risk for our shareholders is largely mitigated by the fact that the Company holds the

Additional Sponsor Subscription of € 2,460,000. To further mitigate this risk, the Company is

committed to complete a Business Combination rather sooner than later, but it will not compromise

on key deal terms solely to avoid increased costs due to negative interest rates.

2.2.6. Even if the Company completes the Business Combination, any operating or other

improvements proposed and implemented may not be successful and they may not

be effective in increasing the valuation of any business acquired

In accordance with the target business profile, the Company may focus on completing a Business

Combination. The Company may not be able to propose and implement effective operational or

other improvements for the target business with which the Company completes a Business

Combination. In addition, even if the Company completes a Business Combination, general

economic and market conditions or other factors outside the Company’s control could make the

Company’s operating strategies difficult or impossible to implement. Any failure to implement these

improvements successfully and/or the failure of the improvements to deliver the anticipated benefits

could have a material adverse effect on the Company’s business, financial condition, results of

operations and prospects and ability to pay dividends to its shareholders.

The Company believes that the long-standing presence, operational experience and in-depth

knowledge of the healthcare sector of the Directors should provide the Company with an advantage

in selecting a suitable target to complete a Business Combination with. The extensive experience

of the Directors reaches from capital markets to public and private M&A transactions and due

diligence investigations both on a hands-on business analytic level as well as a senior executive

level.

2.2.7. The Sponsors own up to 6,768,000 Founder Warrants and, accordingly, Class A

Ordinary Shareholders will experience immediate and substantial economic

dilution upon the exercise of such Founder Warrants

The capital structure is designed to align the interests of the Sponsors and the other shareholders

and, as a consequence, the trading price of the Class A Ordinary Shares on Euronext Amsterdam

will be a key factor for the return of Founder Shares held by the Sponsors.

Following Settlement, the Sponsors own 6,666,666 Founder Shares and 6,768,000 Founder

Warrants (consisting of 5,128,000 Founder Warrants from the Sponsors Capital At-Risk and

1,640,000 Founder Warrants from the Additional Sponsor Subscription). The Sponsors committed

to the Company not to transfer, assign, pledge or sell (i) the Founder Shares at any time, (ii) any

Class A Ordinary Shares resulting from the conversion of Founder Shares until one year after such

conversion, and (iii) the Founder Warrants until thirty (30) days following the completion of the

Business Combination (in each case other than to certain permitted transferees). The Founder

Warrants will become exercisable thirty (30) days after completion of the Business Combination,

and, upon that date, Founder Warrants as well as any Class A Ordinary Shares resulting from their

exercise will become freely transferable without any further restrictions.

The number of Class A Ordinary Shares that the Sponsors will eventually hold depends on the

exercise of Founder Warrants into Class A Ordinary Shares. Assuming the full exercise of the Public

Warrants and Founder Warrants, the Sponsors may hold a stake of approximately 33.5% in the

Company. The Class A Ordinary Shareholders would suffer a dilution of their proportionate

ownership interest and voting rights in the Company of approximately 11.34%, assuming that all

Public Warrants prior to their exercise were still held by the initial Class A Ordinary Shareholders

(assuming that no Public Warrants prior to their exercise were held by such initial Class A Ordinary

Shareholders, Class A Ordinary Shareholders would suffer a dilution of their proportionate

ownership interest and voting rights in the Company of approximately 33.5%). The capital structure

including convertible instruments such as, or similar to, the Founder Shares, Founder Warrants and

Public Warrants is specific to the Company as a special purpose acquisition company and

shareholders investing in a different type of company would not necessarily be exposed to such

significant dilution risks.

The Company acknowledges the risk of dilution. In order to mitigate this risk, the Board will closely

monitor that the issue of shares in the capital of the Company will at all times be aimed at long term

value creation and as such be in the interest of the Company and its stakeholders as a whole,

whether such issue takes place in relation to the completion of a Business Combination or to

incentivize management in the future.

2.2.8. The Company could be constrained by the need to finance redemptions of Class A

Ordinary Shares from any Class A Ordinary Shareholders that decide to redeem

their Class A Ordinary Shares in advance of a Business Combination

The Company may only be able to proceed with a Business Combination if it has sufficient financial

resources to pay the cash consideration required, or satisfy any minimum cash conditions under

the transaction agreement, for such Business Combination taking into consideration the amounts

due to the Class A Ordinary Shareholders who elect to redeem their Class A Ordinary Shares in

advance of the Business Combination (“Redeeming Shareholders”). Although a Class A Ordinary

Shareholder, or a group of Class A Ordinary Shareholders acting in concert, deemed to be holding

in excess of 15% of issued Class A Ordinary Shares loses the ability to redeem all such Class A

Ordinary Shares in excess of 15% of the issued Class A Ordinary Shares, there could still be a

significant number of Redeeming Shareholders or redeemed shares in case of a contemplated

Business Combination. In such event, financing the redemption of Class A Ordinary Shares held by

Redeeming Shareholders would reduce the funds available to the Company to pay the consideration

payable pursuant to the Business Combination and, as such, the Company may not have sufficient

funds available to complete the Business Combination, or to satisfy any minimum cash conditions

under the transaction agreement.

In the event that the aggregate cash consideration the Company would be required to pay for all

Class A Ordinary Shares that are validly submitted for redemption plus any amount required to

satisfy cash conditions pursuant to the terms of the Business Combination exceed the aggregate

funds available to the Company, the Company will not complete the Business Combination or

redeem any Class A Ordinary Shares, and all Class A Ordinary Shares submitted for redemption

will be returned to the applicable Redeeming Shareholders, and the Company instead may search

for an alternate Business Combination. The Company may decide to raise additional equity and/or

debt, which could increase its overall financing costs and dilute the interests of non-Redeeming

Shareholders, or not to complete the Business Combination, which each may adversely affect any

return for investors.

If the Company would be able to propose a potential Business Combination to the Business

Combination EGM, the Company will seek to mitigate this risk by working with multiple scenarios in

its discussions with potential target companies and will generally seek Class A Ordinary

Shareholders’ concessions, under strict wall-crossing procedures, prior to formally proposing a

potential Business Combination to the Business Combination EGM.

2.2.9. The Company may need to arrange third-party financing and there can be no

assurance that it will be able to obtain such financing, which could compel the

Company to restructure or abandon a particular Business Combination

Although the Company has not yet identified any specific prospective target company or business

and cannot currently predict the amount of additional capital that may be required, the Proceeds

may not be sufficient to complete a Business Combination of the size being contemplated by the

Company. If the Company has insufficient funds available, the Company could be required to seek

additional capital through an equity issuance and/or debt financing. Investors may be unwilling to

subscribe for equity in the Company on attractive terms or at all. If the Company has insufficient

funds and/or Treasury Shares (as defined below) available, the Company could be required to issue

additional Class A Ordinary Shares via a parallel private investment in public equity (“PIPE”)

transaction to complete a Business Combination and/or seek additional capital through debt

financing. Investors may be unwilling to subscribe for equity in the Company on attractive terms or

at all. Any equity issuance, as well as the issuance of shares paid as consideration to the

shareholders of a target company, may (i) dilute the equity interests of the Company’s existing

shareholders, (ii) cause a change of control if a substantial number of Class A Ordinary Shares are

issued, which may result in the existing shareholders becoming the minority, (iii) subordinate the

rights of holders of Class A Ordinary Shares if preferred shares are issued with rights senior to

those of the Class A Ordinary Shares, or (iv) adversely affect the market prices of the Class A

Ordinary Shares and Public Warrants. Furthermore, lenders may be unwilling to extend debt

financing to the Company on attractive terms, or at all. There may be additional risks associated

with incurring equity or debt financing to finance the Business Combination, including, in the case

of debt financing, the imposition of operating restrictions or a decline in post-Business Combination

operating results (due to increased interest expenses and/or restricted access to additional

liquidity). The Company could also face further issues in an event of default under, or an

acceleration of, the Company’s indebtedness. The occurrence of any of these events could have a

material adverse effect on the Company’s business, financial condition, results of operations and

prospects.

To the extent additional equity and/or debt financing is necessary to complete a Business

Combination and such financing remains unavailable or only available on terms that are

unacceptable to the Company, the Company may be compelled to either restructure or abandon

the proposed Business Combination, or proceed with the Business Combination on less favorable

terms, which may reduce the Company’s return on investment. Even if additional financing is not

required to complete the Business Combination, the Company may subsequently require such

financing to implement operational improvements in the target. The failure to secure additional

financing or to secure such additional financing on onerous terms could have a material adverse

effect on the continued development or growth of the target. Neither the Sponsors nor any other

party are required to, or intend to, provide any financing to the Company in connection with, or

following, the Business Combination. Any proposed funding of the consideration due for the

Business Combination will be disclosed in the shareholder circular or combined circular and

prospectus published in connection with the Business Combination EGM.

If the Company would be able to propose a potential Business Combination to the Business

Combination EGM, the Company will seek to mitigate this risk by generally seeking Class A

Ordinary Shareholders’ concessions, under strict wallcrossing procedures, prior to formally

proposing a potential Business Combination to the Business Combination EGM. Generally, the

Company aims to complete a Business Combination that does not require additional financing, but

if it does, it would conduct a comprehensive analysis in close consultation with investment banks

on the feasibility of an equity raise or debt financing prior to proposing the Business Combination

opportunity to the Business Combination EGM.

2.2.10. The Company may be liquidated before the completion of a Business Combination

by the Business Combination Deadline, or may not be able to complete a Business

Combination by the Business Combination Deadline, as a result of which it would

cease all operations except for the purpose of winding up, redeem its Class A

Ordinary Shares and liquidate, in which case Class A Ordinary Shareholders may

receive less than €10.00 per Class A Ordinary Share or nothing at all in certain

circumstances and any outstanding Public Warrants will expire worthless

If the Company decides to be liquidated before the completion of a Business Combination by the

Business Combination Deadline, the liquidation proceeds per Class A Ordinary Share could be less

than €10.00 or even zero and, in such cases, the Public Warrants would expire without value.

The Sponsors and the Directors have agreed that the Company must complete a Business

Combination by the Business Combination Deadline. The Company cannot estimate how long it will

take to identify a suitable Business Combination opportunity or whether it will be able to identify any

suitable Business Combination opportunity at all by the Business Combination Deadline. Failure to

identify a suitable Business Combination could result from factors including (but not limited to) a

lack of suitable Business Combination targets and increased competition for such targets.

Furthermore, even if an agreement is reached relating to a target business, the Company may fail

to complete such Business Combination, because shareholders of that target business do not

approve the transaction, or a required regulatory condition is not obtained, or other conditions

precedent for completion for the Business Combination are not fulfilled. If the Company fails to

complete a proposed Business Combination, it may be left with substantial unrecovered transaction

costs, potentially including substantial break fees (which may amount to a percentage of deal value),

costs of financial and legal advisers and accountants. Any such event will result in a loss to the

Company of the related costs incurred, which could materially adversely affect subsequent attempts

to identify and acquire a stake in another target business.

If no Business Combination is completed by the Business Combination Deadline, the Company will

(i) cease all operations except for those required for the purpose of its winding up, (ii) repay to each

Class A Ordinary Shareholder up to €10.00 per Class A Ordinary Share (whereby such redemption

will completely extinguish Class A Ordinary Shareholders’ rights as shareholders (including the right

to receive further liquidation distributions, if any) and pay the pro rata amount of any net positive

interest accrued on the amount deposited in the Escrow Account (both excluding any proceeds from

the Additional Sponsor Subscription not used to cover negative interest), (iii) receive the remaining

amounts on deposit in the Escrow Account, and (iv) as promptly as reasonably possible following

such repayments under (ii) above and subject to the approval of its shareholders, liquidate and

dissolve, subject, in the case of clauses (ii) and (iv), to the Company’s obligations under Dutch law

to provide for claims of creditors and the requirements of other applicable law. There will be no

redemption rights or liquidating distributions with respect to the Public Warrants, which will expire

worthless if the Company fails to consummate a Business Combination within the Business

Combination Deadline.

In addition, a liquidation of the Company may take a significant amount of time. As a result, the

payments to be made to the Class A Ordinary Shareholders from the funds held in the Escrow

Account may be delayed.

This risk is mitigated by the fact that the Company is committed to complete a Business Combination

rather sooner than later and the Board is actively searching for a potential target company and is

having early-stage discussions in this respect. Furthermore, if the Company does not consummate

a Business Combination in the first 12 months after Settlement, the Sponsors will pay an additional

sum (of up to € 1,400,000) to cover the Company’s remuneration costs becoming payable after the

first 12 months following Settlement and in the Prospectus. This additional payment may serve both

as an incentive for the Sponsors' principals and as comfort for the investors.

2.2.11. The Company’s ability to successfully complete the Business Combination and to

be successful thereafter is dependent upon a small group of individuals and other

key personnel. The loss of key personnel could negatively impact the target

business’ success

The Company’s ability to successfully complete the Business Combination and the targets business’

future success depends, in part, on the performance of a small group of individuals. While each

possesses significant experience in targeting potential business opportunities, except for Mr. Stefan

Winners, none of these individuals have been previously involved with a special purpose acquisition

company. These individuals are of key importance for the identification of potential Business

Combination opportunities and to complete the Business Combination. The Company believes that

its success depends on the continued service of this key personnel and, except for Dr. Cornelius

Baur and Dr. Thomas Rudolph, such key personnel is not required to commit any specified amount

of time to the Company’s affairs and, accordingly, they may have conflicts of interest in allocating

their time among various business activities, including identifying potential business combinations

and monitoring the related due diligence.

This risk is mitigated by the fact that the Company has well experienced, highly qualified Directors,

whose skills are complementary. The Directors are personally involved both at an investment level

(being the Sponsors' principals) and at board level and are dedicated to complete a Business

Combination.

2.2.12. The Company’s search for a target business may be materially adversely affected

by the coronavirus (COVID-19) pandemic as well as the war between the Russia

Federation and the Ukraine

The COVID-19 pandemic has resulted, and other adverse global health events could result, in

widespread health crises that could adversely affect the economies and financial markets worldwide

(including (North-Western) Europe), and the Company’s search for a target business. The COVID-

19 pandemic has resulted in governments globally implementing numerous measures in an attempt

to contain the spread of the COVID-19 pandemic, such as travel bans and restrictions, curfews,

quarantines, lock downs and the mandatory closure of certain businesses.

The Company may be unable to complete a Business Combination if continued concerns relating

to COVID-19 restrict travel, or limit the ability to have meetings or conduct due diligence, with

potential business targets, if vendors and services providers are unavailable to negotiate and

complete a transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn.

The extent to which COVID-19 impacts the search for a Business Combination will depend on future

developments, which are highly uncertain and cannot be predicted. If the disruptions caused by the

outbreak of COVID-19 or other adverse global health events continue or become worse within the

period from the date of this Annual Report until the Business Combination Deadline, the Company’s

ability to complete a Business Combination, or the operations of a target business with which the

Company ultimately completes a Business Combination, may be materially adversely affected.

The same holds true regarding the war between the Russian Federation and the Ukraine. The

Company does not intend to search for potential target companies in the Russian Federation,

Belarus and/or the Ukraine. It is too early to evaluate the chance of any disruptive effect on the

global economy and financial markets and therefore, the search of the Company for potential target

companies and a Business Combination. The developments, as well as the related international

government responses, are being closely monitored by the Company.

As a result of these global developments and economic uncertainties, the search of the Company

may be adversely affected and it may be more of a challenge to valuate a potential target company,

however the Company will keep focusing on underlying value and substance. Moreover, the

controlling and combating of the COVID-19 pandemic may also give rise to opportunities for

companies in the healthcare sector and as such for the Company to complete a possible Business

Combination.

2.3. Risk management and Control Systems

The Board is responsible for the control environment, including risk management and internal

control systems in order to properly manage the strategic, operational and other risks and

uncertainties that could have a material adverse effect on the Company’s business and day-to-day

operations. The applicable risks and uncertainties for the Company are evaluated on a periodic

basis by the Board.

The Company considers the risk of fraud and other dishonest activities within the Company to be

limited given the structure of the Company and the trust among the Sponsors' principals who are

the Directors. Furthermore, the Company does not engage with customers. Moreover, the Proceeds

are held on the Escrow Account and may only be released under very strict conditions. The

Company has a set of internal control measures and compliance policies, including amongst others,

an authorization policy, sufficient level of segregation of duties, approval of bank payments, and a

reporting and monitoring framework.

In accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code, the

Board is of the opinion that, to the best of its knowledge:

 the report of the Board provides sufficient insights into any deficiencies in the

effectiveness of the internal risk and control systems, and no deficiencies in the

effectiveness of the internal risk and control systems have been identified;

 the internal risk management and control systems of the Company provide reasonable

assurance that the financial reporting as included in the financial statements do not

contain any material inaccuracies;

 there is a reasonable expectation that the Company will be able to continue its

operations and meet its liabilities for at least twelve months, therefore, it is appropriate

to adopt the going concern basis in preparing the financial reporting; and

 there are no material risks or uncertainties that could reasonably be expected to have

a material adverse effect on the continuity of the Company’s operations in the coming

twelve months.

3. DUTCH CORPORATE GOVERNANCE CODE

The Company is subject to the Dutch Corporate Governance Code (the “DCGC”). The DCGC is

based on a "comply or explain" principle. The deviations from the DCGC are:

3.1. Best practice provision 2.1.6: diversity

The Board presently does not meet the prescribed ratio between male and female members. When

the Directors were selected, the Company could not find a female that met the requirements for a

position on the Board. The Company fully recognises the benefits of having a diverse Board, but it

is of the opinion that the current composition of the Board does not impact its functioning.

The Company recognizes the benefits of having a diverse Board and sees diversity in the Board as

an important element in maintaining a competitive advantage. As such, the Board has adopted a

diversity policy (the “Diversity Policy”). This Diversity Policy will be taken into account when

considering the appointment and reappointment of the Directors.

The Board comprises two Executive Directors and four Non-Executive Directors, in total six

Directors, of which all are men. The Company's objectives are to improve the gender diversity in

the Board when a vacancy arises.

3.2. Best practice provision 2.1.7 , 2.1.8 and 5.1.1: independence of the Non-

Executive Directors

The DCGC provides that a majority of the non-executive directors should be independent. The

Company has two non-executive directors that are independent (Dr. Stefan Oschmann and Dr. Axel

Herberg) and two non-executive directors that are non-independent (Mr. Stefan Winners and Mr.

Peer M. Schatz) (also refer to Section 12.3 (Independence of the Non-Executive Directors) of the

report of the Non-Executive Directors). Prior to his appointment as a Non-Executive Director of the

Company, Mr. Winners as shareholder of the Sponsor Winners & Co. GmbH was involved in the

foundation of the Company and also provided consultancy advice to the Company in connection

with the preparation of the Private Placement. Accordingly, Mr. Winners will not qualify as

“independent” within the meaning of best practice provision 2.1.8 DCGC. Moreover, Mr. Schatz has

performed management duties for the Company as CEO for the Company from the incorporation of

the Company until November 17, 2021 and will therefore also not qualify as “independent” within

the meaning of best practice provision 2.1.8 DCGC. Nevertheless, the Company deems the balance

of the Non-Executive Directors sufficient. Moreover, the Company aims to comply with this provision

as from November 17, 2022.

3.3. Best practice provision 2.1.9 and 5.1.3: Independence of the chairman of the

Board

The DCGC recommends that the chairman of the board should be independent. With effect as of

the date of Admission, Mr. Stefan Winners has been appointed as Chairman. As described above,

Mr. Winners will not qualify as “independent” within the meaning of best practice provisions 2.1.8

and 5.1.3 DCGC (also refer to Section 12.3 (Independence of the Non-Executive Directors) of the

report of the Non-Executive Directors). Nevertheless, the Company has appointed Mr. Winners as

Chairman as it considers Mr. Winners suitable for this position.

3.4. Best practice provision 4.3.3: majority requirements for dismissal and

overruling binding nominations

The Directors are appointed by the general meeting upon the binding nomination of the Board. The

general meeting may only overrule the binding nomination by a resolution passed by a two-thirds

majority of votes cast, provided such majority represents more than half of the Company’s issued

share capital. In addition, except if proposed by the Board, the Directors may be suspended or

dismissed by the general meeting at any time by a resolution passed by a two-thirds majority of

votes cast, provided such majority represents more than half of the Company’s issued share capital.

The possibility to convene a new general meeting as referred to in Section 2:230(3) of the Dutch

Civil Code (“DCC”) in respect of these matters has been excluded in the articles of association of

the Company (the “Articles of Association”). The Company believes that these provisions support

the continuity of the Company and its business and that those provisions, therefore, are in the best

interests of the shareholders and other stakeholders.

4. DISCLOSURES PURSUANT TO ARTICLE 10 OF THE EU

TAKEOVER DIRECTIVE

In accordance with the Dutch Takeover Directive (Article 10) Decree (Besluit artikel 10

overnamerichtlijn, the “Decree”), the Company makes the following disclosures:

4.1. Share capital of the Company

At 31 December 2021, the issued share capital of the Company consisted of 170,000,000 Class A

Ordinary Shares, of which 150,0000,000 Treasury Shares (as defined below), representing

approximately 96.23% of the aggregate issued share capital, and 6,666,666 Founder Shares,

representing approximately 3.77% of the aggregate issued share capital, each with a nominal value

of € 0.01 per share. No Preference Shares (as defined below) were outstanding. Any issued and

outstanding Class A Ordinary Shares, Founder Shares and Preference Shares the “Shares”.

In accordance with Dutch law and the Articles of Association, each issued Share confers the right

to cast one vote at the general meeting. Each shareholder may cast as many votes as they hold

Shares and the Board may decide that each shareholder is entitled, whether in person or

represented by a person holding a written proxy, to participate in, address and (where applicable)

exercise its voting rights at the Company's general meeting by electronic means of communication.

The Company holds 150,000,000 Class A Ordinary Shares (the “Treasury Shares”). No votes may

be cast on shares that are held by the Company or its direct or indirect subsidiaries or on shares

for which it or its subsidiaries hold depository receipts.

For information on the rights attached to the Shares reference is made to the Articles of Association

which can be found on the Company's website. To summarise, the rights attaching to the Shares

comprise pre-emptive rights upon the issue of shares (which may be limited or precluded by a

resolution of the Board), the right to attend the general meeting of the Company, and to speak and

vote at such meetings and to resolve on the entitlement to the distribution of such amount of the

Company's profit or reserves, after a proposal of the Board in this respect. Founder Shares and

Preference Shares (as defined below) are not entitled to distributions from the general share

premium reserves of the Company.

The holders of Public Warrants or Founder Warrants do not have the rights or privileges of Class A

Ordinary Shareholders and any voting rights until they exercise their Public Warrants or Founder

Warrants and receive Class A Ordinary Shares. After the issuance of Class A Ordinary Shares upon

exercise of the Public Warrants or Founder Warrants, each holder of such Public Warrants or

Founder Warrants, as applicable, will be entitled to one vote for each Class A Ordinary Share held

of record on all matters to be voted on by Class A Ordinary Shareholders. No fractional Public

Warrants or Founder Warrants will be issued and only whole Public Warrants or Founder Warrants

will trade.

4.2. Limitations on the transfer of shares

4.2.1. Anti-takeover measure

The Board is authorized to implement an anti-take-over measure exercisable following completion

of the Business Combination by granting to an outside foundation rights to subscribe for preference

shares in the Company’s capital (the “Preference Shares”) up to a maximum corresponding with

100% of the issued and outstanding share capital of the Company, excluding any Preference

Shares, outstanding immediately prior to the exercise of these subscription rights, less one share,

provided that these subscription rights shall only be granted to the foundation. Class A Ordinary

Shareholders and holders of Founder Shares do not have any pre-emptive rights upon the issuance

of Preference Shares and holders of Preference Shares do not have any pre-emptive right in respect

of the issuance of Class A Ordinary Shares or Founder Shares. The Board refers to the relevant

provisions of the Articles of Association and the Prospectus for further details on this anti-take-over

measure.

4.2.2. Sponsor Lock-Up

In the Sponsors Agreement (as defined below), the Sponsors have committed to the Company not

to transfer, assign, pledge or sell and are as such bound by a contractual lock-up undertaking with

respect to the Founder Shares, Founder Warrants, the Class A Ordinary Shares obtained by them

as a result of converting Founder Shares, which undertakings and applicable exceptions are further

detailed in the Prospectus.

4.3. Substantial holdings

The Company and its shareholders are not subject to the substantial shareholdings and voting rights

notification obligations under the Dutch Financial Supervision Act (Wet op het financieel toezicht,

the “DFSA”).

4.4. Special controlling rights

No special controlling rights are attached to the Shares in the Company.

4.5. System of control for equity incentive plans

The Company does not have any equity incentive plans.

4.6. Limitations on voting rights

For all matters submitted to a vote of the Company’s shareholders, including any vote in connection

with the Business Combination, except as required by Dutch law, all shareholders of the Company

will vote together as a single class, with each share entitling the holder to

one vote.

The voting rights attached to the Shares in the Company are not restricted, and neither are the

terms in which voting rights may be exercised restricted. The Sponsors will be entitled to cast a

vote on any of their Shares at the Business Combination EGM, including on a resolution to effect a

Business Combination. The Sponsors entered into a sponsors agreement with the Company dated

16 November 2021 (the “Sponsors Agreement”), pursuant to which the Sponsors and the

Company committed to vote on all Shares held by them in favor of any proposed Business

Combination.

4.7. Agreements with shareholders which may restrict the transfer of Shares or

limit voting rights

The Company is not aware of the existence of any agreements with shareholders of the Company

which may result in restrictions on the transfer of Shares or limitation of voting rights, other than the

Sponsors Agreement as described above.

4.8. Appointment and dismissal of Directors and amendment of the Articles of

Association

4.8.1. Appointment and dismissal of the Directors

The general meeting of the Company (the “General Meeting”) shall appoint the members of the

Board upon a binding nomination by the Board and may at any time suspend or remove any member

of the Board. In addition, the Board may at any time suspend an Executive Director.

A resolution of the General Meeting to appoint a Director can be adopted by simple majority of the

votes cast representing at least half of the Company's issued capital.

The General Meeting may only overrule the binding nomination by a resolution passed by a two-

third majority of votes cast, provided such majority represents more than half of the Company’s

issued share capital. In addition, except if proposed by the Board, the Directors may be suspended

or dismissed by the General Meeting at any time by a resolution passed by a two-third majority of

votes cast, provided such majority represents more than half of the Company’s issued share capital.

The possibility to convene a new general meeting as referred to in Section 2:230(3) DCC in respect

of these matters has been excluded in the Articles of Association.

The Articles of Association provide that the number of Directors is determined by the Board, but

there will be at least one Executive Director and one Non-Executive Director. Upon the appointment

of a person as a Director, the General Meeting shall determine whether that person is appointed as

Executive Director or as Non-Executive Director. The General Meeting can only appoint individuals

as Non-Executive Director.

According to the board rules of the Company (the “Board Rules”), the Non-Executive Directors

prepare a profile, taking account of the nature and the Company’s activities. The profile addresses:

the desired expertise and background of the Non-Executive Directors, the desired composition of

the Non-Executive Directors, the number of Non-Executive Directors and the independence of the

Non-Executive Directors. The diversity policy of the Company should also be taken into account.

4.8.2. Amendment of the Articles of Association

An amendment of the Articles of Association would require a resolution of the General Meeting that

must first be proposed by the Board. A resolution to amend the Articles of Association requires a

majority of at least two-thirds of the votes cast, provided that in case of any amendments to Articles

5.1 and/or article 18.2 of the Articles of Association such majority shall represent more than half of

the issued share capital (with the exclusion of Section 2:230(3) DCC). In the event of a proposal to

the General Meeting to amend the Articles of Association, a copy of such proposal containing the

verbatim text of the proposed amendment will be deposited at the Company’s office for inspection

by shareholders and other persons holding meeting rights until the end of the meeting.

Furthermore, a copy of the proposal will be made available free of charge to shareholders and other

persons holding meeting rights from the day it was deposited until the day of the meeting. A

resolution of the General Meeting to amend the Articles of Association that has the effect of reducing

the rights attributable to shareholders of a particular class is subject to approval of the meeting of

holders of Shares of that class.

A resolution of the General Meeting to amend the Articles of Association that would materially and

adversely affect the rights of holders of Class A Ordinary Shares, shall require a majority of at least

65% of the votes cast.

4.9. The Board’s powers especially to issue shares

Pursuant to the Articles of Association, the Board has the authority to resolve to issue Public

Warrants, Class A Ordinary Shares, Founder Shares and Founder Warrants (either in the form of a

stock dividend or otherwise) and/or grant rights to acquire Class A Ordinary Shares.

As a matter of Dutch law, an issuance of Shares by the Company requires the execution of a notarial

deed to that effect.

4.10. Significant agreements and changes in the control of the Company

The Company is not a party to any significant agreements which will take effect, will be altered or

will be terminated upon a change of control of the Company as a result of a public offer within the

meaning of section 5:70 of the DFSA.

4.11. Redundancy agreements in the event of a public takeover bid

On 31 December 2021, the Company did not have any employees. The Company has entered into

an employment agreement with an employee who is a M&A specialist and who will enter into

employment in the beginning of 2022. The employment agreement does not provide for any

severance pay in the case of the termination of employment in connection with a public bid within

the meaning of Article 5:70 of the DFSA.

The Company has not concluded any agreements with a Director that provides for any severance

pay in the case of termination of such agreement in connection with a public bid within the meaning

of Article 5:70 of the DFSA.

5. SHAREHOLDINGS OF EXECUTIVE DIRECTORS AND NON-

EXECUTIVE DIRECTORS

The Sponsors' principals are the Directors of the Company and indirectly hold financial instruments

in the Company.

 Dr. Cornelius Baur holds, indirectly through BAUR I&C GmbH, 1,266,666 Founder Shares

and 1,285,920 Founder Warrants.

 Dr. Thomas Rudolph holds, indirectly through RNRI GmbH, 1,266,666 Founder Shares

and 1,285,920 Founder Warrants.

 Dr. Axel Herberg holds, indirectly through CCC Investment GmbH, 1,266,666 Founder

Shares and 1,285,920 Founder Warrants.

 Dr. Stefan Oschmann holds, indirectly through SO I GmbH, 1,266,666 Founder Shares

and 1,285,920 Founder Warrants.

 Mr. Peer M. Schatz holds, indirectly through PS Capital Management GmbH, 1,266,666

Founder Shares and 1,285,920 Founder Warrants.

 Mr. Stefan Winners holds indirectly through Winners & Co. GmbH, 333,336 Founder

Shares and 338,400 Founder Warrants.

6. REMUNERATION

This remuneration report summarises the guidelines and the principles followed by the Company in

order to define and implement the Remuneration Policy (as defined below). In addition, this

remuneration report provides the remuneration paid to the Executive Directors and the Non-

Executive Directors for the year ended 31 December 2021.

6.1. Remuneration Policy

The remuneration policy of the Company was adopted by the General Meeting on 16 November

2021 (the “Remuneration Policy”). This Remuneration Policy is based on the following

remuneration principles:

i. it aims to attract, retain and motivate talented and skilled individuals while protecting and

promoting the objectives and strategy of the Company, with due observance of the long-

term value creation for the Company and enhancement of the sustainable development

of the Company;

ii. it provides for a market competitive remuneration package that is focused on achieving

sustainable financial results aligned with the long-term strategy of the Company and

fosters alignment of interests of Directors with shareholders;

iii. it aims to prevent Directors from acting in their own interests and taking risks that are not

in line with the strategy and risk appetite of the Company;

iv. it is designed in the context of competitive market trends, statutory requirements,

corporate governance best practices, the societal context around remuneration and the

interests of the Company's shareholders and stakeholders;

v. it takes into account the nature of the Company as a "special purpose acquisition

company"; and

vi. it is simple, clear and transparent.

The Non-Executive Directors are responsible for the implementation and monitoring of the

Remuneration Policy. In 2021, the Company has complied with the Remuneration Policy.

Following a Business Combination, the remuneration of the Directors, if any, shall be disclosed in

the shareholder circular published in connection with the Business Combination EGM. The

remuneration shall conform to applicable laws and regulations and is expected to be in line with

market practice for similar sized companies.

Even though the Company is not in principle in favour of making exceptions to the principles

underlying the Remuneration Policy, the Company, upon recommendation of the Non-Executive

Directors (in the absence of a remuneration committee), shall be allowed to temporarily derogate

from the Remuneration Policy in exceptional circumstances as defined by the DCC. Exceptional

circumstances only cover situations in which the derogation from this Remuneration Policy is

necessary to serve the long-term interests and sustainability of the Company as a whole or to assure

its viability. The rationale and details of any such deviation will be disclosed in the Company's

Annual Report.

6.2. Remuneration of the Executive Directors

The authority to establish the remuneration of the Executive Directors is vested with the Non-

Executive Directors, with due observance of the Remuneration Policy and applicable provisions of

law.

The remuneration of the Executive Directors only consists of an annual fixed fee. Executive

Directors will not receive any variable remuneration and will not be granted shares and/or rights to

(subscribe for) shares.

Dr. Cornelius Baur and Dr. Thomas Rudolph have been appointed as Executive Directors and will

receive an annual gross remuneration for their services in such capacity of € 470,000 each (plus

the reimbursement of reasonable out-of-pocket expenses, including reasonable travel expenses,

and any VAT payable thereon, provided that the underlying receipts/invoices are provided to the

Company).

The Company shall reimburses the Executive Directors for reasonable out-of-pocket expenses

incurred when fulfilling his or her services under the service agreement (including reasonable travel

expenses) and any value added taxes payable thereon provided that the underlying

receipts/invoices are provided to the Company. The Company has taken out a directors' and

officers' liability insurance for the benefit of its Directors.

6.3. 2021 remuneration of the Executive Directors

The remuneration of the Executive Directors is in accordance with the Remuneration Policy. There

are no loans, advances or guarantees provided by the Company to or on behalf of an Executive

Director.

The following table summarise the remuneration received by the Executive Directors for the year

ended 31 December 2021.

Executive Director

Fixed fee

Other benefits

Total remuneration

Dr. Cornelius Baur € 56,502.49 € 505.00 € 57,007.49

Dr. Thomas Rudolph € 40,140.34 € 225.96 € 40,366.30

Note:

The fixed fee of Dr. Thomas Rudolph will partly be paid in 2022.

6.4. Remuneration of the Non-Executive Directors

The remuneration of the Non-Executive Directors shall be determined by the General Meeting, with

due observance of the Remuneration Policy and applicable provisions of law. The Non-Executive

Directors shall from time to time submit a clear and understandable proposal on their remuneration

to the General Meeting.

The remuneration of the Non-Executive Directors reflects the time spent and responsibilities of their

roles.

The remuneration of the Non-Executive Directors only consists of an annual fixed fee. Executive

Directors will not receive any variable remuneration and will not be granted shares and/or rights to

(subscribe for) shares.

The Non-Executive Directors, except for Mr. Stefan Winners, will receive an annual gross

remuneration for their services as Non-Executive Directors of € 40,000 each, and Mr. Stefan

Winners, who serves as Chairman, will receive an annual gross remuneration for his services as

Chairman and Non-Executive Director of € 240,000 (in each case plus reimbursement of reasonable

out-of-pocket expenses, including reasonable travel expenses, any VAT payable thereon, provided

that the underlying receipts/invoices are provided to the Company). Mr. Winners will continuously

provide advice to the Company, and the Company expects to benefit from Mr. Winners deep

experience in SPAC and de-SPAC life-cycle management, in particular for Lakestar SPAC I SE.

The Company shall reimburse the Non-Executive Directors for reasonable out-of-pocket expenses

incurred when fulfilling his or her services under the service agreement (including reasonable travel

expenses) and any value added taxes payable thereon provided that the underlying

receipts/invoices are provided to the Company. The Company has taken out a directors' and

officers' liability insurance for the benefit of its Directors.

6.5. 2021 remuneration of Non-Executive Directors

The remuneration of the Non-Executive Directors is in accordance with the Remuneration Policy.

There are no loans, advances or guarantees provided by the Company to or on behalf of a Non-

Executive Director.

The following table summarise the remuneration received by the Non-Executive Directors for the

year ended 31 December 2021.

Non-Executive Director Fixed fee Consultancy fee Total remuneration

Mr. Stefan Winners € 28,000 € 173,830.82 € 201,830.82

Mr. Peer M. Schatz € 5,000 € - € 5,000

Dr. Axel Herberg € 5,000 € - € 5,000

Dr. Stefan Oschmann € 5,000 € - € 5,000

Note:

The fixed fees of Mr. Peer M. Schatz, Dr. Axel Herberg and Dr. Stefan Oschmann will be paid in 2022. The consultancy

fee for Mr. Stefan Winners will partly be paid in 2022.

6.6. Service agreements

The Executive Directors and the Chairman have entered into a service agreement with the

Company, as disclosed in the Prospectus.

There are no existing or proposed service agreements or letters of appointment between the other

Directors and the Company.

6.7. Severance arrangements

The Directors will not be entitled to any severance pay and are not eligible to participate in a pension

scheme or other pension related benefits (see par. 4.11 of this Board Report).

7. CONFLICTS OF INTEREST

Under Dutch law and the Articles of Association, a Director shall be prohibited from taking part in

any discussion or decision-making that involves a subject or transaction in relation to which such

Director has a direct or indirect personal conflict of interest with the Company and its business. The

Articles of Association provide that if as a result of these rules, no resolution of the Board can be

adopted, the resolution can nonetheless be adopted by the Board as if none of the Directors had a

conflict of interest. In that case, each Director is entitled to participate in the discussion and

decision-making process and to cast a vote. These rules apply equally with respect to decision-

making relating to related party transactions (as defined by Dutch law) in which a Director is

involved.

During 2021, no conflict of interests matters occurred with respect to the Company and the

Directors.

8. RELATED PARTY TRANSACTIONS

The Company has a related party transactions policy providing for procedures for directors to notify

a potential related party transaction (the “Related Party Transactions Policy”). Potential related

party transactions shall be subject to review by and prior approval of the Non-Executive Directors

in accordance with Dutch law. The Non-Executive Directors may approve the related party

transaction only if it determines that it is in the interests of the Company and its stakeholders.

Related party transactions include transactions between the Group and “related parties” as defined

in the Related Party Transactions Policy, including, one or more shareholders representing 10% of

the issued share capital in the Company, a director and any parties qualifying as such in accordance

with IFRS (IAS 24 – Related Party Disclosures) (as defined below).

On 30 July 2021, the Company and the Sponsors entered into a loan agreement (the “Shareholder

Loan Agreement”). An amount of € 1,500,000 was drawn under the Shareholder Loan Agreement.

The Company and the Sponsors have agreed to set off the amount of € 1,500,000 due under the

Shareholder Loan Agreement against part of the aggregate subscription price for the Founder

Warrants. Currently, there are no amounts outstanding under the Shareholder Loan Agreement.

Besides, the Company has not entered into related party transactions.

9. CODE OF CONDUCT AND ETHICS

The Board adopted the code of conduct and ethics (the “Code of Conduct and Ethics”) on 16

November 2021.

The Company is committed to the principles of non-discrimination, respect for human rights and

individual freedoms. Harassment, which includes unwanted sexual advances, subtle or overt

pressure for sexual favors, badgering, innuendos and offensive propositions, are not tolerated. The

Company is committed to conduct its purpose in accordance with the highest business, ethical,

moral and legal standards, in good faith, with due care and in the best interests of the Company

and its stakeholders, and the Company seeks similar standards in any legal entity it would pursue

to enter into a Business Combination with.

10. AUDIT

10.1. Financial statements

Result appropriation the Company realised a loss of € 2.5 million. The proposal to the General

Meeting is to recognise this loss in other reserves. The Directors have signed the financial

statements to comply with their statutory obligation pursuant to article 2:101, paragraph 2, of the

DCC.

10.2. External auditor

The Board has evaluated the activities performed for the Company by Deloitte Accountants B.V. It

is apparent that Deloitte Accountants B.V. is capable of forming an independent judgment

concerning all matters that fall within the scope of its auditing task; there is a good balance between

the effectiveness and efficiency of their actions, for example in relation to auditing costs, risk

management and reliability.

11. STATEMENT OF THE BOARD

The Board is responsible for preparing this Annual Report in accordance with applicable laws and

regulations. This annual report comprises the Board Report, the Consolidated Financial Statements

and some other information.

The Board has prepared the Annual Report in accordance with International Financial Reporting

Standards (“IFRS”) as adopted by the European Union and the relevant provisions of Part 9, Book

2 of the DCC. In preparing the Annual Report, the Directors are required to:

 select suitable accounting policies and then apply them consistently;

 make judgements and accounting estimates that are reasonable and prudent;

 state whether applicable IFRS as adopted by the European Union and the relevant

provisions of the DCC have been followed, subject to any material deviations disclosed

and explained in the annual report; and

 prepare the annual report on a going concern basis, unless it is inappropriate to presume

that the Company will continue in business.

The Board is responsible for keeping adequate accounting records that are sufficient to show and

explain the Company’s transactions and disclose, with reasonable accuracy at any time, the

financial position of the Company and enable them to ensure that the annual report complies with

applicable law. The Board has assessed whether the risk assessment executed showed any

material failings in the effectiveness of the Company’s internal risk management and control

systems. Though such systems are designed to manage and control risks, they can provide

reasonable, but not absolute, assurance against material misstatements. Based on this

assessment, to the best of our knowledge and belief, no material failings of the effectiveness of the

Company’s internal risk management and control systems occurred and the internal risk and control

systems provide reasonable assurance that the Financial Statements do not contain any errors of

material importance.

With reference to section 5:25c of the DFSA, the Board confirms that, to the best of its knowledge:

 the Company’s financial statements, which have been prepared in accordance with IFRS

and the relevant provisions of the DCC, give a true and fair view of the assets, liabilities,

financial position and profit or loss of the Company;

 the Board Report gives a true and fair view on the situation on the balance sheet date, the

development and performance of the business and the position of the Company and

includes a description of the principal risks and uncertainties that the Company faces;

 and having taken all matters considered by the Board and brought to the attention of the

Board during the financial year into account, the Directors consider that the Annual Report,

taken as a whole is fair, balanced and understandable. The Directors believe that the

disclosures set out in this Annual Report provide the information necessary for

shareholders to assess the Company’s position, performance, business model and

strategy.

After conducting a review of management analysis, the Directors have reasonable expectation that

the Company has adequate resources to continue in operational existence for the foreseeable

future. For this reason, the Directors consider it appropriate to adopt the going-concern basis in

preparing this Annual Report.

12. REPORT OF THE NON-EXECUTIVE DIRECTORS

This is the report of the non-executive directors of the Company over the financial year 2021, as

referred to in best practice provision 5.1.5 of the DCGC.

The Board is a one-tier board, comprising both executive directors having responsibility for the day-

to-day management of the Company and non-executive directors not having such day-to-day

responsibility. The tasks of the executive and non-executive directors in a one-tier board such as

the Board may be allocated under or pursuant to the articles of association, provided that the

general meeting has stipulated whether such director is appointed as executive or as non-executive

director and furthermore provided that the task to supervise the performance by the directors of

their duties can only be performed by the non-executive directors. Regardless of an allocation of

tasks, all directors remain collectively responsible for the proper management and strategy of the

company (including supervision thereof in case of non-executive directors).

It is the responsibility of the non-executive directors to supervise the policies carried out by the

executive directors and the general affairs of the Company and its affiliated enterprise, including

the implementation of the strategy of the Company regarding long-term value creation. In so doing,

the non-executive directors act solely in the interest of the Company.

With a view of maintaining supervision on the Company, the non-executive directors regularly

discuss the long-term business plans, the implementation of such plans and the risks associated

with such plans with the executive directors.

Details of the current composition of the Board, including the Non-Executive Directors, and its

committees are set forth in Sections 1.3 (The Board) and 12.5 (Board committees).

12.1. Supervision by the Non-Executive Directors

The Non-Executive Directors supervised the policies carried out by the Executive Directors and the

general affairs of the Company. In so doing, the Non-Executive Directors have also focused on the

effectiveness of the Company’s internal risk management and control systems, the integrity and

quality of the financial reporting and the Company's long-term business plans, the implementation

of such plans and the risks associated.

The Non-Executive Directors supervised the adoption and implementation of the strategies and

policies by the Group, reviewed this Annual Report, including the Company’s financial results,

received updates on legal and compliance matters, and they have been regularly involved in the

review and approval of transactions entered into with related parties. The Non-Executive Directors

have also reviewed the reports of the Board and its committees. Furthermore, the Non-Executives

regularly discuss the target selection and the long-term business plans of the potential targets.

12.2. Internal audit function

The Company does not have an internal audit function. The need for an internal audit function is

assessed on a yearly basis by the Non-Executive Directors. The Non-Executive Directors concluded

that an internal audit function is not necessary due to the nature of the Company as a special

purpose acquisition company.

12.3. Independence of the Non-Executive Directors

Each non-executive director owes a duty to the Company to properly perform his duties and to act

in the Company's corporate interest. Under Dutch law, the Company's corporate interest extends

to the interests of all its stakeholders, including its shareholders, creditors and employees. Pursuant

to best practice provisions 2.1.7 and 2.1.8 of the DCGC, at most one non-executive director does

not have to meet the independence criteria as set out in the DCGC.

The Company deviates from best practice provision 2.1.7 as it has two Non-Executive Directors

that are non-independent Mr. Stefan Winners and Mr. Peer M. Schatz, as further described in

Section 3.2 (Best practice provision 2.1.7 , 2.1.8 and 5.1.1: independence of the Non-Executive

Directors).

12.4. Functioning of the Board (evaluation accountability)

The Non-Executive Directors discussed and evaluated (i) their own functioning, (ii) the functioning

of the individual Non-Executive Directors; (iii) the functioning of the Board as a whole; and (iv) the

functioning of the individual Executive Directors, in accordance with the provisions of the Board

Rules. The Executive Directors too have evaluated their own functioning as a whole and of each of

them individually.

The evaluation was initiated by the Chairman and the following items where discussed by the Non-

Executive Directors: team effectiveness, interaction, transparency, composition and profile,

competences, effectiveness of individual Directors, quality of information and the relationship

between the Executive Directors and the Non-Executive Directors.

The outcome of the evaluation is positive. Despite its relatively new composition, it was found that

the Board has rapidly organized itself in an effective and efficient manner and considers the

contributions of each Director to be complementary in nature. There is a good level of transparency

amongst both the Executive Directors and the Non-Executive Directors. The Board evaluation

delivered areas for improvement and key topics for 2022. The Board has conducted an annual

review to identify any aspects with regard to which the Directors require further training or education

during their term of office. Given the nature of the Company as a special purpose acquisition

company and the various backgrounds and expertise from the Directors, each Director has an own

responsibility to train and educate itself on such topics as may be required.

The Non-Executive Directors shared their reflections with the Executive Directors and had an

individual discussion with each to discuss last year’s performance, area of improvement and/or

development and key priorities for 2022.

Furthermore, the Non-Executive Director monthly discuss the functioning of the Board and how this

can be improved. The Non-Executive Directors discuss together with the Executive Directors.

12.5. Board committees

12.5.1. Audit Committee

The Company has an audit committee (the “Audit Committee”), which exercises the duties as

prescribed in the decree on the establishment of an audit committee in organizations of public

interest (Besluit instelling auditcommissie bij organisaties van openbaar belang).

The Audit Committee consists of the following Non-Executive Directors: Dr. Axel Herberg

(chairman), Dr. Stefan Oschmann (deputy chairman) and Mr. Stefan Winners.

The duties of the Audit Committee include:

 informing the Board of the results of the statutory audit and explaining how the statutory audit

has contributed to the integrity of the financial reporting and how the Audit Committee has

fulfilled this process;

 monitoring the financial reporting process and making proposals to safeguard the integrity of

the process;

 monitoring the effectiveness of the internal control systems, the internal audit system and the

risk management system with respect to financial reporting;

 monitoring the statutory audit of the annual accounts, and in particular the process of such

audit

 monitoring the independence of the external auditor; and

 adopting procedures with respect to the selection of the external auditor.

The Audit Committee advises the Board and prepares decision-making on matters such as the

supervision of the integrity and quality of the financial reporting and the effectiveness of the internal

risk management and control systems.

The Company operated only six weeks as a listed company in 2021. As a consequence, the Audit

Committee did not hold any meetings and as such has not prepared a report for 2021. From the

beginning of 2022, the first meetings of the Audit Committee will take place. The Audit Committee

will report to the Non-Executives in accordance with the DCGC. The Non-Executive Directors will

evaluate and supervise the performance of the Audit Committee for the first time in 2022.

12.5.2. Other Committees

The Board may decide to install committees whenever it deems appropriate. Currently, other than

the Audit Committee, the Board has not installed any committees as this is not required under Dutch

law or the DCGC based on the current composition of the Board. If the Board would in the future

consist of more than four Non-Executive Directors, it should, in addition to the existing Audit

Committee, appoint from among its members a remuneration committee and a selection and

appointment committee to remain in compliance with the DCGC.

In accordance with best practice provision 2.3.2 of the DCGC, if the Board decides not to establish

a remuneration committee or a selection and appointment committee, the best practice provisions

applicable to such committee(s) apply to all the Non-Executive Directors.

12.6. Meetings and attendance

The Board held four regular meeting in 2021. All such meetings were attended by the Directors. All

Directors attended all the meetings, as such the absenteeism rate is zero.

13. LOOKING AHEAD

The Non-Executive Directors wish to thank the Executive Directors for their dedication and

commitment in aiming to realize a Business Combination prior to the Business Combination

Deadline. The Non-Executive Directors continue to advise and support the Executive Directors in

the search for a Business Combination and the manner in which its strategy is implemented.

On behalf of the Board of

European Healthcare Acquisition & Growth Company B.V.

Dr. Cornelius Baur

Mr.

Stefan Winners

CEO Chairman of the Board

FINANCIAL STATEMENTS

European Healthcare Acquisition & Growth Company B.V., Munich

Financial statements

for the period 9 July 2021 to 31 December 2021

Contents

Page

Statement of profit or loss and other comprehensive income……………………….………. 39

Statement of financial position…………………………………………………………….….…. 40

Statement of changes in equity………………………….………………………………….….… 41

Statement of cash flows……..………………….………….………………………………….…. 42

Notes to the financial statements………………………………………………………………… 43

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

European Healthcare Acquisition & Growth Company B.V., Munich

Statement of profit or loss and other comprehensive income

for the period 9 July 2021 to 31 December 2021

2021

€000

Notes

Other operating expenses 5.1 (1,013)

Operating loss

(1,013)

Fair value adjustments of warrants 5.2 (669)

Effective interest on ordinary shares subject to redemption 5.3 (703)

Interest expenses 5.4 (141)

Finance costs

(1,513)

Loss for the period

(2,526)

Other comprehensive income 0

Total comprehensive loss for the period, net of tax

(2,526)

Earnings per share

Basic and diluted earnings per share (1.51)

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

European Healthcare Acquisition & Growth Company B.V., Munich

Statement of financial position

31 December 2021

€000

Notes

Assets

Current assets

Deferred cost 11 510

Cash and cash equivalents 12 207,892

208,402

Total assets

208,402

Equity and liabilities

Equity

Issued capital 13 67

Share premium 13 6,767

Retained earnings (2,526)

Total equity

4,308

Non-current liabilities

Redeemable ordinary shares 8 188,435

Market warrants 9 8,500

Founder warrants 10 4,907

201,842

Current liabilities

Trade and other payables 15 2,121

Interest payable 16 131

2,252

Total liabilities

204,094

Total equity and liabilities

208,402

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

European Healthcare Acquisition & Growth Company B.V., Munich

Statement of changes in equity

for the period 9 July 2021 to 31 December 2021

Issued Share

capital premium Retained Total

(Note 13) (Note 13)

earnings equity

€000 €000 €000 €000

At inception 0 0 0 0

Loss for the period 0 0 (2.526)

(2.526)

Other comprehensive income 0 0 0

Total comprehensive loss

0 0 (2.526)

(2.526)

Shares issued 67 6.767 0

6.834

At 31 December 2021 67 6.767 (2.526) 4.308

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

European Healthcare Acquisition & Growth Company B.V., Munich

Statement of cash flows

for the period 9 July 2021 to 31 December 2021

2021

€000

Notes

Operating activities

Loss for the period (2,526)

Adjustments to reconcile net loss to cash flows:

Fair value adjustments of warrants 5.2 669

Effective interest on ordinary shares subject to redemption 5.3 703

Interest expense 5.4 131

Working capital adjustments:

Increase in deferred costs 11 (510)

Increase in trade and other payables 15 2,121

Net cash flows from operating activities

588

Financing activities

Proceeds from issued units 8 200,000

Transaction costs related to issuance of ordinary shares 8 (4,268)

Transaction costs related to issuance of founder shares 13 (47)

Proceeds from issued founder shares and founder warrants 10, 13 11,619

Net cash flows from financing activities

207,304

Net increase in cash and cash equivalents 207,892

Cash and cash equivalents at 9 July 2021 0

Cash and cash equivalents at 31 December 2021

12 207,892

1. CORPORATE INFORMATION

European Healthcare Acquisition & Growth Company B.V. (“the Company” or “EHC”) was

incorporated on 9 July 2021 in Amsterdam, the Netherlands, as a Dutch operators-led special

purpose acquisition company incorporated under the laws of the Netherlands as a private company

with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its business

address in Munich, Germany. The financial statements of the Company for the period ended 31

December 2021 were authorised for issue in accordance with a resolution of the directors on 26

April 2022.

The Company is registered with the Netherlands Chamber of Commerce under the number

83366180 since 9 July 2021. The registered office of the Company is located at Theresienhoehe

28, 80339 Munich, Germany.

EHC was admitted to listing and trading on the regulated market of Euronext Amsterdam on 18

November 2021 pursuant to a private placement (“Private Placement”) in which it raised €200 million

(“Proceeds”) in gross proceeds in accordance with the terms and conditions set out in the

Company’s Prospectus which has been issued on 16 November 2021.

The Founders of the Company are BAUR I&C GmbH, RNRI GmbH, CCC Investment GmbH, SO I

GmbH, PS Capital Management GmbH and Winners & Co. GmbH (the “Sponsors”) which are

affiliates of the Company’s Directors, Dr. Cornelius Baur, Dr. Thomas Rudolph, Dr. Axel Herberg,

Dr. Stefan Oschmann, Peer Schatz and Stefan Winners, respectively.

As of the date of the Private Placement, Peer Schatz served as Chief Executive Officer (“CEO”) of

the Company. With effect as of the date of admission, Dr. Cornelius Baur has been appointed as

CEO and Peer Schatz became a non-independent non-executive director. With effect as of 1

December 2021, Dr. Thomas Rudolph has been appointed as Chief Investment Officer (“CIO”) of

the Company. The CEO and the CIO are the executive directors of the Company.

The Board of directors (“Board”) of the Company also includes Stefan Winners (non-independent

non-executive director) as well as Dr. Axel Herberg and Dr. Stefan Oschmann (independent non-

executive directors). With effect as of the date of the admission, Peer Schatz became a non-

independent non-executive director. Also, with effect as of the date of admission, Stefan Winners

has been appointed as chairman of the Board. The non-executive directors together with the

executive directors are the directors of the Company. The Company will be effectively managed in

Germany.