Untitled

ANNUAL REPORT 2023

European Healthcare

Acquisition & Growth

Company B.V.

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 2023 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, the financial statements of the Company, including the

accompanying notes (the “Financial Statements”) and some other information (the “Annual

Report”).

1. ABOUT EUROPEAN HEALTHCARE ACQUISITION & GROWTH

COMPANY B.V.

1.1. General

The Company 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's Class A Ordinary Shares (as defined below) and Public Warrants (as defined below)

were 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 was issued on 16 November 2021 (the “Prospectus“). Payment for the Class A

Ordinary Shares and the Public Warrants (“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,

reorganisation 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, the Board has been focusing on finding the right target company for

the Company. In addition to the Proposed Croma Business Combination (as defined below), the

Board has had early-stage as well as more advanced discussions with a number of potential target

companies.

1.2. Developments 2023

1.2.1. Proposed Croma Business Combination

As disclosed on 22 December 2022, the Company entered into a business combination agreement

with Croma-Pharma GmbH (“Croma”) and the shareholders of Croma (the “Croma Business

Combination Agreement”). Pursuant to this Croma Business Combination Agreement, a Business

Combination between the Company and Croma was proposed and agreed upon by the parties (the

"Proposed Croma Business Combination").

On 16 May 2023, the Company convened its annual general meeting of shareholders (the "AGM")

for 27 June 2023 and published the agenda for the AGM. One of the agenda items was the entering

into and approval of the Proposed Croma Business Combination.

Following discussions with current shareholders and new investors, the Company, together with

Croma and the shareholders of Croma, agreed on 21 June 2023 to (i) allow holders of Class A

Ordinary Shares to stay invested in, and new investors to become shareholders of, the Company

on even more attractive terms, and (ii) to reduce the minimum net cash condition from €100 million

to €50 million.

By the end op the redemption period on 23 June 2023, the Company received redemption notices

from its shareholders with respect to 18,585,196 Class A Ordinary Shares, resulting in redemption

payments to be made at closing of the Proposed Croma Business Combination in an aggregate

amount of €185.9 million.

Furthermore, the Company initiated the process to secure private investments in public equity

("PIPE") proceeds from selected investors.

On 26 June 2023, the Company decided to remove the voting items relating to the Proposed Croma

Business Combination from the agenda of the AGM. The Company based this decision on the

amount of received redemption notices, the result of then secured PIPE proceeds, and discussions

with potential investors, the Company's shareholders, Croma and the shareholders of Croma, which

did not result in sufficient PIPE proceeds or a further amendment of the minimum cash condition.

On 7 August 2023, the Company, Croma and the shareholders of Croma decided to terminate the

Croma Business Combination Agreement and their discussions due to differing views on the

realisable valuation of Croma at that moment.

1.2.2. Extraordinary General Meeting 15 November 2023

On 20 September 2023, the Board announced its intention to convene an extraordinary general

meeting (an "EGM") to have the the general meeting of the Company (the "General Meeting")

resolve on (i) the extension of the Original Business Combination Deadline (as defined below), and

(ii) the conditional dissolution (ontbinding) of the Company. The EGM was held on 15 November

2023.

(i) Extension of Original Business Combination Deadline

As set out in the Prospectus, a Business Combination must be completed within the 24-month

period as from 18 November 2021, the first day of trading, being 17 November 2023 (the “Original

Business Combination Deadline”). During the EGM, the General Meeting adopted the resolution

to extend the Original Business Combination Deadline with one (1) year following the Original

Business Combination Deadline, being 17 November 2024 (the “Extended Business Combination

Deadline”).

(ii) Conditional dissolution of the Company

During the EGM, the General Meeting also adopted the resolution to dissolve (ontbinden) the

Company, which resolution will become effective on the earlier of: a) the end of the Extended

Business Combination Deadline if no business combination agreement has been entered into by

the Company, or (b) 20 trading days on Euronext Amsterdam after the publication by the Company

of a written notice on its website, announcing that the resolution to dissolve the Company shall

become effective on such 20

trading day after the publication of such written notice. The resolution

to dissolve the Company shall lapse upon the condition subsequent of the Company entering into

an agreement regarding a Business Combination before the end of the Extended Business

Combination Deadline.

1.2.3. Repurchase Offer: redemption of Class A Ordinary Shares

On 20 September 2023, the Company announced to, in the context of the proposed extension of

the Original Business Combination Deadline, launch a redemption offer for the holders of the Class

A Ordinary Shareholders to redeem their Class A Ordinary Shares under the same terms as in the

event of a liquidation scenario as further detailed in the Prospectus (the “Repurchase Offer”).

On 4 October 2023, the Company published a repurchase document relating to the Repurchase

Offer (the “Repurchase Document”).

The Redemption Offer period started on 9 October 2023 and ended of 7 November 2023.

On 7 November 2023, the Company published the results of the Repurchase Offer. Under the

Repurchase Offer, 18,761,038 Class A Ordinary Shares, being 93.8% of the issued and outstanding

Class A Ordinary Shares, were validly tendered for repurchase at a price of €10.17 per Class A

Ordinary Share, consisting of €10.00 per Class A Ordinary Share plus the pro rata share of the net

positive interest accrued on the Escrow Account (as defined below) up to and including 31 October

2023 of €0.17 per Class A Ordinary Share (the "Repurchase Price").

The Company initially withheld 15% from the pro rata share of the net positive interest accrued (i.e.

€0.0255 per Class A Ordinary Share) to address Dutch dividend withholding tax (dividendbelasting).

The holders of the Class A Ordinary Shares that had been validly rendered their Class A Ordinary

Shares for repurchase initially received €10.1445 per Class A Ordinary Share. Class A Ordinary

Shareholders (as defined below) who were not subject to Dutch dividend withholding tax could claim

the withheld amount and received payment thereof on or before 30 November 2023.

Settlement of the Repurchase Offer (the "Repurchase Settlement") took place on 9 November

2023. Since the Repurchase Settlement, the repurchased Class A Ordinary Shares are held in

treasury by the Company.

1.2.4. Expiration of Warrants

On 20 September 2023, the Board announced to, in the context of the proposed extension of the

Original Business Combination Deadline, seek approval of the holders of Warrants (as defined

below) to amend the terms and conditions of the Warrants (the "Warrant T&C") to have all Warrants

expire worthless on the Original Business Combination Deadline, as the Warrants had proved to

impede the Company's chances of successfully executing a Business Combination.

By the expiry of the voting deadline of 9 November 2023, 69% of the outstanding Warrants voted

in favour of the amendment of the Warrant T&C. On 10 November 2023, the Company announced

that the Warrants would expire worthless on the Original Business Combination Deadline. The

delisting of the Warrants occurred on 17 November 2023. Accordingly, the last trading day of the

Warrants was 16 November 2023.

1.2.5. Business Combination EGM

As at 31 December 2023, the Board has not yet selected a specific target company that could be

proposed to the Business Combination EGM (as defined below). The Board will continue its search

for a Business Combination to be completed before the end of the Extended Business Combination

Deadline.

If the Company selects a target and intends to complete a Business Combination, it will convene a

general meeting and propose the Business Combination for consideration and approval by the

Class A Ordinary Shareholders and the 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.

1.3. Company structure

1.3.1. 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.

1.3.2. Capital structure

Prior to the Repurchase Settlement, the Company's capital structure consisted of:

a. 20,000,000 class A ordinary shares with a nominal value of €0.01 per share (the “Class A

Ordinary Shares”, "Public Shares" or "redeemable Ordinary Shares"), and a holder of one

or more Class A Ordinary Shares, a “Class A Ordinary Shareholder");

b. 150,000,000 Class A Ordinary Shares held by the Company (the “Treasury Shares”);

c. 666,666 convertible class B shares with a nominal value of €0.01 per share (the “Founder

Shares”) held by the Founders;

d. 6,666,666 redeemable class A warrants (the “Public Warrants” or “Market Warrants”); and

e. 6,768,000 class B warrants at a price of €1.50 per warrant (the “Founder Warrants” and

together with the Public Warrants, the "Warrants").

Under the Repurchase Offer, 18,761,038 Class A Ordinary Shares, being 93.8% of the issued and

outstanding Class A Ordinary Shares, were validly tendered for repurchase at the Repurchase

Price.

Following the Repurchase Settlement, the Company's capital structure consisted of:

a. 1,238,962 Class A Ordinary Shares;

b. 168,761,038 Treasury Shares;

c. 6,666,666 Founder Shares;

d. 6,666,666 Public Warrants; and

e. 6,768,000 Founder Warrants.

Following the expiry of the Warrants on 17 November 2023 and as at 31 December 2023, the

Company's capital structure consisted of:

a. 1,238,962 Class A Ordinary Shares;

b. 168,761,038 Treasury Shares;

c. 6,666,666 Founder Shares;

d. nil Public Warrants; and

e. nil Founder Warrants.

1.3.3. Escrow

Following the Settlement, the Proceeds were held on an escrow account held at Deutsche Bank

Aktiengesellschaft (the “Escrow Account”).

During the financial year 2023, the amount on the Escrow Account was decreased by the

Repurchase Price for each tendered Class A Ordinary Share in relation to the Repurchase Offer

and the remaining amount of the Additional Sponsor Subscription (as defined below) which was

released from the Escrow Account to the Company's bank account. Furthermore, the amount on

the Escrow Account was increased with the interest accrued on the amount held in the Escrow

Account.

The Escrow Account was subject to a positive interest rate of 1.89% on 1 January 2023, 2.39% on

8 February 2023, 2.89% on 22 March 2023, 3.14% on 10 May 2023, 3.39% on 21 June 2023, 3.64%

on 2 August 2023, and further increased to 3.89% on 20 September 2023. In the period between

the Original Business Combination Deadline and 31 December 2023, the Escrow Account was still

subject to a positive interest rate of 3.89%.

1.3.4. Costs

After the Admission, the Sponsors have provided €11.6 million to the Company through the

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

(as defined below).

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

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

first 12 months after Settlement; (ii) subscribed for 5,128,000 Founder Warrants at a price of €1.50

per warrant, for an aggregate amount of €7,692,000, in a separate private placement that occurred

on the Settlement Date (the “Sponsors Capital At-Risk”) which Sponsors Capital At-Risk was 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 would, if and when due and

payable, be paid from the Escrow Account; and (iii) subscribed to 1,640,000 Founder Warrants

which were 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 were used to cover the negative interest over the Escrow

Account in 2021 and 2022, and the remainder was released for operating purposes of the Company.

In September 2022, the Sponsors paid an aggregate purchase price of €1,205,000 for the Founder

Warrants subscribed for under the Sponsors Capital At-Risk (the "Additional Sponsors Capital

At-Risk"). The payment of the Additional Sponsors Capital At-Risk did not result in the issuance of

any additional Founder Warrants. The proceeds of the Additional Sponsors Capital At-Risk were

used to pay remuneration of the Directors (as defined below) and for operational purposes of the

Company.

The Founder Warrants expired worthless on 17 November 2023.

For any excess portion of the Additional Sponsor Subscription remaining after completion a

Business Combination and the redemption of the remainder of the Class A Ordinary Shares, the

Sponsors may elect to either request repayment of the remaining cash portion of the Additional

Sponsor Subscription, in which case the Company may keep the remaining cash portion of the

Additional Sponsor Subscription for discretionary use.

1.4. The Board

1.4.1. 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”). The composition of the Board has not changed in the financial year

2023.

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 its securities holders, creditors and

employees.

The Board is responsible for the governance structure of the Company. As at 31 December 2023,

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

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

the “large company regime”.

1.4.2. 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.

Dr. Cornelius Baur and Dr. Thomas Rudolph are Executive Directors. Dr. Cornelius Baur is the chief

executive officer of the Company (“CEO”) and is also the Company’s compliance officer.

Dr. Thomas Rudolph is the chief investment officer of the Company (“CIO”) and the company

secretary.

Mr. Stefan Winners, Dr. Axel Herberg, Dr. Stefan Oschmann and Mr. Peer M. Schatz are Non-

Executive Directors. Mr. Stefan Winners is the 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 Herberg and Mr. Stefan

Oschmann are independent Non-Executive Directors.

The Company is effectively managed in Germany.

1.4.3. 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 in 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.

1.4.4. The Non-Executive Directors

Mr. Stefan Winners (male, born 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 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 as Chairman at Gerresheimer AG, holds various other supervisory and

advisory board positions, including at Vetter Group and Axplora 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 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 graduated and holds a doctoral degree in veterinary medicine from the Ludwig-

Maximilians-University of Munich, Germany.

Mr. Peer M. Schatz (male, born 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.

1.5. Background and strategy

1.5.1. Background

The Company's intention is 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.

To implement its strategy, the Company leverages 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 in sourcing, structuring, acquiring, operating, integrating and selling businesses;

 expertise in 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 in advising companies and boards on complex matters ranging from operational

strategy to strategic growth opportunities.

1.5.2. 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 provides 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 analysing

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 might be based, to the extent relevant, on these general

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

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.

1.5.3. 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 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 capitalise 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

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. digitalisation 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.

 Financial Position and Flexibility

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 served

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.

1.6. 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.

1.7. Sustainability information

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

provide sustainability information after the completion of the Business Combination in accordance

with then applicable legislation and the DCGC (as defined below).

1.8. Progress

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 discussions with

potential target companies and regularly has informal meetings regarding potential target

companies and the approach of these companies.

The Extended Business Combination Deadline allows the Company to continue its search for a

potential target company to enter into a Business Combination with. The Company will pursue a

sound investment for its shareholders.

1.9. Financial developments 2023

Some of the financial developments are:

 Escrow Account plus bank account balance as at 31 December 2023: €13,903k;

 trading price Class A Ordinary Shares: €10.00 (closing price at 29 December 2023, last trading

day of the financial year 2023);

 trading price Public Warrants: €0.25 (closing price at 17 November 2023, last trading day on

16 November 2023).

The Company recorded an after-tax profit of € 26,552k over the period from 1 January 2023 until

31 December 2023. The result is primarily attributable to (i) the release of the financial liabilities as

a result of the expiration of the Warrants, and (ii) the release of the deferred underwriting fee.

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, the Company's 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 its securities.

Additional risks not known to the Company, or currently believed not to be material, could later turn

out to have a material impact on its 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

Financial The Company may be exposed to the risk of default by bank

resolution proceedings of the bank holding the Escrow

Account

Low Low High

Financial/

Strategic

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

Medium Medium Medium

Financial 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

Medium Medium High

Financial The Company will probably 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

The Company may not obtain an envisaged PIPE financing

Low Medium High

Operational

The Company may be liquidated before the completion of a

Business Combination by the Extended Business

Combination Deadline, or may not be able to complete a

Business Combination by the Extended Business

Combination Deadline, as a result of which it would cease

all operations except for the purpose of winding up 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

High Low High

Operational

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

High Low High

Operational The Company’s search for a target business may be

materially adversely affected by the war between the

Russian Federation and Ukraine, by macro economic and

geopolitical conflicts and other safety threats

Low Low High

2.2. Main risks and uncertainties

To the extent possible, for each risk factor described below, the Company sets out how it believes

it mitigates these risks. However, the Company may not be successful in deploying some or all of

these mitigating actions effectively. If circumstances occur or are not sufficiently mitigated, its

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 its ability to meet its objectives or

be detrimental to its financial condition or reputation.

2.2.1. After the cancellation of the Proposed Croma Business Combination, 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

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. After the

Croma Business Combination Agreement was terminated and therefore the Proposed Croma

Business Combination did not come off, the Company has not yet identified a specific potential

company or target business.

The Board has had early-stage as well as more advanced discussions with a number of potential

target companies. The Board 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 or other 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 Class A Ordinary Shares will

ultimately prove to be more favourable 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 and are using their best efforts to

find the right target company to complete a Business Combination with. There have been multiple

outreaches to potential target companies and various management meetings have taken place. 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. After the cancellation of the Proposed Croma Business Combination, the time and

funds available for a Business Combination are limited

The termination of the Croma Business Combination Agreement and cancellation of the Proposed

Croma Business Combination costed time and money. There will be very limited time left until the

Extended Business Combination Deadline, despite the extension of the Original Business

Combination Deadline. This time may not be sufficient to select another target for a business

combination. Furthermore, the Company possibly does not have the capital available to cover any

costs to pursue and propose a new Business Combination. As such refinancing will most likely be

required.

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

knowledge of the healthcare sector of the Directors has provided the Company with an advantage

in selecting a suitable target to complete a business combination with and the Company believes it

still can find a suitable partner. The risk that the Business Combination EGM will vote against a

newly proposed Business Combination is considered to be low.

2.2.3. 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.

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

opportunities by the Extended 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 Extended 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 Extended Business Combination Deadline.

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

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

such costs and expenses will result in shareholders receiving less than they invested, or even

nothing at all.

This financial risk for the Company's shareholders is largely mitigated by the fact that the Company

still holds € 12.7 million in the 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, the Additional Sponsor Subscription and the Additional Sponsors Capital At-

Risk, which proceeds are considered to be sufficient to cover working capital and other running

costs and expenses.

2.2.5. The ability of the Company to negotiate a Business Combination on favourable 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 Extended Business Combination Deadline, it will have to 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 Extended 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.

2.2.6. The Company may be exposed to the risk of default by bank resolution proceedings of

the bank holding the Escrow Account

The Company intends to use the remains of the Proceeds 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 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 the Company's shareholders is largely mitigated by the fact that the Company

holds the remainder of the Proceeds and the proceeds of the Additional Sponsor Subscription. To

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

sooner than later.

2.2.7. 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.

2.2.8. 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”). 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 does 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.

2.2.9. The Company will probably 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 current funds

of the Company will most likely 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

would 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 would be required to issue additional Class A Ordinary Shares via a parallel 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. 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.

When 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 favourable 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.

2.2.10. The Company may not obtain an envisaged PIPE financing

A Business Combination may subject to a closing condition in a business combination agreement

that the Company needs to have a minimum cash amount available (i.e. as was included in the

Croma Business Combination Agreement). If the envisaged amount of PIPE financing is not

obtained, it is possible that the required minimum cash amount will not be available, in which case

the Company may not be able to consummate the transactions contemplated by a business

combination agreement, unless such closing condition will be waived by the parties to a business

combination agreement acting jointly.

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

knowledge of the healthcare sector of the Directors will provide the Company with an advantage in

selecting a suitable target to complete a business combination with.

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

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

Business Combination by the Extended Business Combination Deadline, as a result of

which it would cease all operations except for the purpose of winding up 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

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

Extended Business Combination Deadline, the liquidation proceeds per Class A Ordinary Share

could be less than €10.00 or even zero.

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

Combination by the Extended 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 Extended 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 Extended 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 and the Additional Sponsors Capital At-Risk

not yet used), (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.

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. The Directors are dedicated and are using their best efforts to find the right

target company to complete a Business Combination with. There have been multiple outreaches to

potential target companies and various management meetings have taken place. In this respect,

the Directors can rely on their in-depth knowledge of, and a broad network and strong reputation in

the healthcare sector.

2.2.12. 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.

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

by the war between the Russian Federation and Ukraine, by macro economic and

geopolitical conflicts and other safety threats

The extent to which the war between the Russian Federation and Ukraine, any macro economic

and geopolitical conflicts and other safety threats impact the search for a Business Combination

will depend on future developments, which are highly uncertain and cannot be predicted. If the

disruptions caused by these events continue or become worse within the period from the date of

this Annual Report until the Extended 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.

It is difficult to evaluate the further disruptive effects hereof 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.

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 authorisation 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 DCGC, 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”) which is available

on: https://www.mccg.nl/publicaties/codes/2022/12/20/dutch-corporate-governance-code-2022.

The DCGC is based on a "comply or explain" principle.

The DCGC was amended on 20 December 2022 and entered into force as for the financial year

beginning on or after 1 January 2023. The Company has not updated its policies to reflect the

changes to the DCGC. The Company aims to do so after completion of the Business Combination.

In addition, the deviations from the DCGC are:

3.1. Best practice provision 2.1.5 and 2.1.6: diversity and inclusion

Best practice provisions 2.1.5 (Policy on Diversity and Inclusion (D&I policy)) and 2.1.6 (Reporting

on the D&I policy): on 16 November 2021, the Board adopted a diversity policy (the “Diversity

Policy”). Pursuant to this Diversity Policy, the Company's goal is to create an environment of

inclusion and acceptance within the Company in which each person is treated equally without

discrimination.

Furthermore, this Diversity Policy will be taken into account when considering the appointment and

reappointment of the Directors. The Company recognises the benefits of having a diverse Board

and sees diversity in the Board as an important element in maintaining a competitive advantage.

Currently, 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 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 not independent (Mr. Stefan Winners

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

of this Board Report). 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 incorporation

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 as CEO of the Company from the incorporation of the Company until 17

November 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. The Company aims to comply with this provision after completion of

the Business Combination.

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 does 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 this

Board Report). Nevertheless, the Company has appointed Mr. Winners as Chairman as it considers

Mr. Winners suitable for this position. The Company aims to comply with this provision after

completion of the Business Combination.

3.4. Best practice provision 2.2.6, 2.2.7 and 5.1.5: evaluation of the Non-Executive

Directors

Best practice provisions 2.2.6 (Evaluation by the supervisory board), 2.2.7 (Evaluation of the

management board) and 5.1.4 (Reporting on supervision by non-executive directors): the Company

does not comply with best practice provisions 2.2.6 and 2.2.7, which provide that the Board should

evaluate its own functioning, the functioning of the various committees of the Board and of the

individual Board members at least once per year. Given the nature of the Company and as such

the limited activities and absence of an operating business this was not considered relevant at this

stage. After completion of the Business Combination, it is envisaged that evaluations will take place.

3.5. 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, paragraph 3, of

the Dutch Civil Code (“DCC”) in respect of these matters has been excluded in 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 2023, the issued share capital of the Company consisted of:

(a) 170,000,000 Class A Ordinary Shares, of which 168,761,038 Treasury Shares, representing

96.23% of the aggregate issued share capital; and

(b) 6,666,666 Founder Shares, representing 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 are jointly referred to as the “Shares”.

In accordance with Dutch law and the articles of association of the Company (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 168,761,038 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 meeting 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 are not entitled to distributions from the general share premium reserves of the

Company.

As set out in Section 1.2.4 (Expiration of Warrants) of this Board Report, the Warrants expired

worthless on the Original Business Combination Deadline.

4.2. Limitations on the transfer of shares

4.2.1. Anti-takeover measure

The Board is authorised 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, the Founder Warrants (i.e. which have expired by now) and 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.

The approval of the general meeting of the Company is required for decisions of the Board regarding

amendment of the provisions regarding the sponsor lock-up as stated in the Sponsors Agreement

between the Company and the Sponsors. Such a resolution requires at least a majority of two-thirds

of the votes cast representing more than half of the issued share capital. A second meeting as

referred to in section 2:230, paragraph 3 DCC cannot be convened.

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 favour 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 shall appoint the Directors upon a binding nomination by the Board. The

General Meeting may only overrule a binding nomination by the Board 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. A resolution of the General Meeting to appoint a Director can be adopted by

simple majority of the votes cast.

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.

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, paragraph 3 DCC in respect of

these matters has been excluded in the Articles of Association. In addition, (i) the Board may

suspend an Executive Director at any time by resolution passed by a majority of at least two-thirds

of the votes cast representing more than half of the Directors in office and (ii) Executive Directors

may be suspended or dismissed by the Non-Executive Directors at any time.

In accordance with the board rules of the Company (the “Board Rules”), the Non-Executive

Directors have prepared 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 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 article

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 the possibility to convene a new general meeting as

referred to in section 2:230, paragraph 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 Shares (either

in the form of a stock dividend or otherwise) and/or grant rights to acquire 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

The Company has not concluded any agreement with the Directors that provides for any severance

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

of section 5:70 of the DFSA.

5. SHAREHOLDINGS OF EXECUTIVE DIRECTORS AND NON-

EXECUTIVE DIRECTORS

The Sponsors' principals are the Directors of the Company and, as of 31 December 2023, indirectly

hold the following financial instruments in the Company:

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

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

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

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

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

Founder Shares; and

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

As set out in Section 1.2.4 (Expiration of Warrants) of this Board Report, the Warrants expired

worthless on the Original Business Combination Deadline.

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 report

includes the developments with respect to the remuneration in 2023. Lastly, this remuneration report

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

year ended 31 December 2023.

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 2023, 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.

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 developments 2023

On 20 July 2023, the Company and the Directors entered into an agreement on remuneration (the

"Remuneration Agreement").

Due to the announcement of the Company on 26 June 2023 not to have the AGM resolve upon the

Proposed Croma Business Combination (as referred to in Section 1.2.1 (Proposed Croma Business

Combination) of this Board Report), the Directors waived their annual fees for the period from 1 July

2023 until the completion of a Business Combination or a resolution of the General Meeting

resolving on the liquidation of the Company.

Pursuant to the Remuneration Agreement:

a. each Director waived vis-à-vis the Company any right and any other entitlement he may have

with respect to his annual fee for services to the Company for the period from 1 July 2023 until

the completion of a Business Combination or a resolution of the General Meeting resolving on

the liquidation of the Company, in each case by mid-November 2023;

b. each Director undertook to pay-back to the Company any annual fee for services to the

Company already received for the period starting from 1 July 2023;

c. all other provisions of the respective service agreements and Remuneration Policy shall not be

waived and shall remain intact; and

d. each Director shall be entitled to 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 arrangements included in a. to d. together, the "2023 Remuneration Waivers").

6.3. 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.

Based on their respective service agreements, Dr. Cornelius Baur and Dr. Thomas Rudolph were

each entitled to receive an annual gross remuneration for their services 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) in twelve equal instalments.

The Company has taken out a directors' and officers' liability insurance for the benefit of the

Directors.

Pursuant to the 2023 Remuneration Waivers, Dr. Cornelius Baur and Dr. Thomas Rudolph have not

received the part of their (fixed) annual fee from 1 July 2023 until the Original Business Combination

Deadline.

The Company has not paid any remuneration to the Executive Directors after the Original Business

Combination Deadline.

In the financial year 2023, the Company has not paid any other benefits to the Executive Directors.

6.4. 2023 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 years

ended 31 December 2023 and 31 December 2022.

Executive Director Year Fixed fee Other benefits Total

remuneration

Dr. Cornelius Baur 2023 €235,000

€7,505.37

€242,505.37

2022 €470,000

€13,555.00

€483,555.00

Dr. Thomas Rudolph 2023 €235,000

€6,607.86

€241,607.86

2022 €470,000

€12,000.00

€482,000.00

6.5. 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. Non-

Executive Directors will not receive any variable remuneration and will not be granted shares and/or

rights to (subscribe for) shares.

Based on his service agreement, Mr. Stefan Winners was entitled to 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) in twelve equal instalments. Mr. Winners has continuously provided 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 has taken out a directors' and officers' liability insurance for the benefit of its

Directors.

Based on the Remuneration Policy, the other Non-Executive Directors were entitled to receive an

annual gross remuneration for their services as Non-Executive Director of €40,000 each.

Pursuant to the 2023 Remuneration Waivers, the Non-Executive Directors, have not received the

part of their (fixed) annual fee from 1 July 2023 until Original Business Combination Deadline.

The Company has not paid any remuneration to the Non-Executive Directors after the Original

Business Combination Deadline.

6.6. 2023 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 summarises the remuneration received by the Non-Executive Directors for the

years ended 31 December 2023 and 31 December 2022.

Non-Executive Director Year Fixed fee Total remuneration

Mr. Stefan Winners

2023 €120,000

€120,000

2022 €240,000

€240,000

Mr. Peer M. Schatz 2023 €20,000

€20,000

2022 €40,000

€40,000

Dr. Axel Herberg 2023 €20,000

€20,000

2022 €40,000

€40,000

Dr. Stefan Oschmann 2023 €20,000

€20,000

2022 €40,000

€40,000

6.7. Service agreements

The Executive Directors and the Chairman have entered into a service agreement with the

Company, as disclosed in the Prospectus. These service agreements terminated on the Original

Business Combination Deadline.

There are no existing or proposed service agreements or letters of appointment between the other

Directors and the Company.

The Directors have entered into the Remuneration Agreement (as referred to in Section 6.2

(Remuneration developments 2023) of this Board Report).

6.8. 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 Section 4.11 (Redundancy agreements in the event

of a public takeover bid) 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 2023, 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 they determine 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).

Besides the Remuneration Agreement, the Company has not entered into related party transactions

in 2023.

9. CODE OF CONDUCT AND ETHICS

The Board has a code of conduct and ethics (the “Code of Conduct and Ethics”).

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 favours, 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

The Company realised a profit of € 26,552k. The proposal to the General Meeting is to use the net

income to off set the accumulated deficit. The Directors have signed the financial statements to

comply with their statutory obligation pursuant to article 2:101, paragraph 2 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 Financial Statements and some

other information.

The Board has prepared the Financial Statements 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 the Board's 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.

Dr. Cornelius Baur

Dr. Thomas

Rudolph

Chief executive officer Executive director

Mr.

Stefan Winners

Dr. Axel Herberg

Chairman Non-executive director

Dr. Stefan Oschmann

Mr. Peer M. Schatz

Non-executive director Non-executive director

12. REPORT OF THE NON-EXECUTIVE DIRECTORS

This is the report of the Non-Executive Directors of the Company over the financial year 2023, 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 1.4 (The Board) and 12.5 (Board committees) of this Board

Report.

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 doing so, 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 Company, 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 the Audit Committee (as defined below).

Furthermore, the Non-Executive Directors regularly discussed 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 not 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)

of this Board Report.

12.4. Functioning of the Board (evaluation accountability)

As set out in Section 3.4 (Best practice provision 2.2.6, 2.2.7 and 5.1.5: evaluation of the Non-

Executive Directors) of this Board Report, no evaluations have taken place in 2023. After completion

of the Business Combination it is envisaged that evaluations will take place.

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 (Besluit instelling

auditcommissie).

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. Audit Committee rules that govern the Audit Committee have

been adopted by the Non-Executive Directors and are available on the Company's website

(www.ehc-company.com).

In 2023, two meetings of the Audit Committee have taken place. The Audit Committee reported to

the Non-Executive Directors in accordance with the DCGC. The Audit Committee discussed

amongst others, the financial statements for the financial year 2022, the interim financial statements

for the period of 1 January 2022 up to and including 30 June 2022 and the cash balance of the

Company.

As set out in Section 3.4 (Best practice provision 2.2.6, 2.2.7 and 5.1.5: evaluation of the Non-

Executive Directors) of this Board Report, the Non-Executive Directors did not evaluate and

supervise the performance of the Audit Committee in 2023.

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 two regular meetings in 2023. All Directors attended all the meetings, as such the

absenteeism rate is zero.

12.7. Looking ahead

The Non-Executive Directors wish to thank the Executive Directors for their dedication and

commitment in aiming to realise a Business Combination prior to the Extended Business

Combination Deadline and their efforts with regard to the Proposed Croma Business Combination.

The Non-Executive Directors continue to advise and support the Executive Directors on the

completion of the Business Combination.

FINANCIAL STATEMENTS

European Healthcare Acquisition & Growth Company B.V.,

Financial statements

for the year ended 31 December 2023

Contents

Page

Statement of profit or loss and other comprehensive income……………………….………. 40

Statement of financial position…………………………………………………………….….…. 41

Statement of changes in equity………………………….………………………………….….… 42

Statement of cash flows……..………………….………….………………………………….…. 43

Notes to the financial statements………………………………………………………………… 44

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

European Healthcare Acquisition & Growth Company B.V.

Statement of profit or loss and other comprehensive income

for the year ended 31 December 2023

2023 2022

€000 €000

Notes

Personnel expenses 5.6 (634) (1,244)

Deferred underwriting fee 5.7 6,000 (6,000)

Other operating expenses 5.1 (2,339) (2,931)

Operating income / (loss)

3,027 (10,175)

Fair value adjustments of warrants 5.2 27,099 (13,692)

Effective interest on ordinary shares subject to redemption 5.3 (8,954) (6,068)

Interest income 5.4 5,528 649

Interest expenses 5.5 0 (809)

Finance income / (costs), net

23,673 (19,920)

Income tax

(216) 0

Income / (loss) for the period

26,484 (30,095)

Other comprehensive income 0 0

Total comprehensive income / (loss) for the period, net of tax

26,484 (30,095)

Earnings per share

Basic earnings per share 7 3.97 (4.51)

Diluted earnings per share 7 0.74 (4.51)

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

European Healthcare Acquisition & Growth Company B.V.

Statement of financial position

as at 31 December 2023

31 December 2023 31 December 2022

€000 €000

Notes

Assets

Current assets

Other receivables 11 1,812 290

Deferred cost 11 169 249

Cash and cash equivalents 12 13,903 204,316

15,884 204,855

Total assets

15,884 204,855

Equity and liabilities

Equity

Issued capital 13 67 67

Share premium 13 7,971 7,971

Accumulated deficit 13 (6,137) (32,621)

Total equity

1,901 (24,583)

Current liabilities

Redeemable ordinary shares 8 12,658 194,503

Market warrants 9 0 14,227

Founder warrants 10 0 12,872

Trade and other payables 15 1,325 1,836

Deferred underwriting fee 16 0 6,000

13,983 229,438

Total liabilities

13,983 229,438

Total equity and liabilities

15,884 204,855

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

European Healthcare Acquisition & Growth Company B.V.

Statement of changes in equity

for the year ended 31 December 2023

Issued Share Accumulated

capital premium deficit Total

(Note 13) (Note 13) (Note 13)

equity

€000 €000 €000 €000

At 1 January 2022 67 6,767 (2,526) 4,308

Loss for the period 0 0 (30,095)

(30,095)

Additional share premium 0 1,205 0

1,205

Other comprehensive income 0 0 0

Total comprehensive loss

0 0 (30,095)

(30,095)

At 31 December 2022 67 7,971 (32,621) (24,583)

At 1 January 2023 67 7,971 (32,621) (24,583)

Profit for the period 0 0 26,484

26,484

Other comprehensive income 0 0 0

Total comprehensive income

0 0 26,484

26,484

At 31 December 2023 67 7,971 (6,137) 1,901

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

European Healthcare Acquisition & Growth Company B.V.

Statement of cash flows

for the year ended 31 December 2023

2023 2022

€000 €000

Notes

Operating activities

Profit / (Loss) for the period 26,484 (30,095)

Adjustments to reconcile net loss to cash flows:

Fair value adjustments of warrants 5.2 (27,099) 13,692

Effective interest on ordinary shares subject to redemption 5.3 8,954 6,068

Interest paid / (received), net 5.4, 5.5 (2,339) 160

Working capital adjustments:

Decrease (+) / increase (-) in deferred costs 11 80 261

Decrease (-) / Increase (+) in deferred underwriting fee 16 (6,000) 6,000

Decrease (+) / increase (-) in other working capital

11, 15, 16

(2,032) 725

Net cash flows from operating activities

(1,952) (3,189)

Financing activities

Redemption related to redeemable ordinary shares 8 (190,800) 0

Transaction costs related to issuance of ordinary shares 8 0 (1,430)

Transaction costs related to issuance of founder shares 13 0 (2)

Proceeds from payments of additional share premium 10, 13 0 1,205

Interest received / (paid), net 2,339 (160)

Net cash flows from financing activities

(188,461) (387)

Net decrease / increase in cash and cash equivalents (190,413) (3,576)

Cash and cash equivalents at 1 January 204,316 207,892

Cash and cash equivalents at 31 December

12 13,903 204,316

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 2023 were authorised for publication on 25 April 2024 in accordance with a resolution of

the Directors.

The Company is registered with the Netherlands Chamber of Commerce under number 83366180.

The registered office of the Company is located at Theresienhoehe 28, 80339 Munich, Germany.

The Company's redeemable class A ordinary shares (the "Public Shares" or "redeemable

Ordinary Shares" and a holder of one or more of such shares, an “Ordinary Shareholder") and

redeemable class A warrants (the “Public Warrants” or the “Market Warrants”) were 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 "Prospectus").

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 is effectively managed in

Germany.