Interim report
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Interim Report 06/2026 YEAR 26
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Invested Capital > 585 MM € Total output > 106 MM € EBITDA (adj.) > 32 MM € Illustration: stock.adobe.com/starlineart KEY FACTS HALF-YEAR FIGURES (as of June 30, 2026) HALF-YEAR FIGURES Countries 10 Operating companies 60 Employees > 1.300
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06/2026 Letter to the Shareholders Page 6 Manuscript Method Page 9 Key Figures Page 10 Inside CHAPTERS Group Page 12 Combined Interim Management Report Page 26 Condensed Consolidated Interim Financial Statements Page 56 Review Certificate Page 90 Condensed Interim Financial Statements CHAPTERS Group AG Page 91 HAMBURG HEADQUARTERS OF CHAPTERS GROUP AG Photo: stock.adobe.com/Steffen
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LETTER TO THE SHAREHOLDERS Dear shareholders, dear friends of the company, As CHAPTERS grows, we increasingly think about our progress not only in terms of the businesses we acquire or the results they produce, but also in terms of what the organization is learning. Are we becoming better at identifying great busi- nesses? Are we becoming a better home for them? Can we help them grow faster, operate better and build better products? Can we take something learned in one part of the group and make it useful somewhere else? In last year’s annual report, we wrote that the foun- dation we had been building was starting to com- pound. At its core, our model has always rested on two things: acquiring great mission-critical busi- nesses and making them better after they join us. We believe we are getting better at both. Across the group, organic growth has accelerated meaningfully and profitability has developed ahead of our expectations. Importantly, this is not the re- sult of one exceptional business. We are seeing progress across the group as our teams simplify organizations, introduce value-based pricing, de- ploy AI and automation, and increasingly share what works through the Manuscript Method. During the first half, we also continued to grow the group, completing two acquisitions in the Public Sector. Since then, we have closed four further transactions, with another one signed. The op- portunity set we see today is as interesting as it has ever been, and the equity capital raised during the summer gives us additional capacity to pursue these opportunities with the same discipline as in the past. In our Financial Technologies segment, we see the tangible effects of building an industry cluster at scale. By bringing together three businesses serv- ing the same market, we have been able to create a stronger proposition for customers, realize mean- ingful synergies and accelerate the development of new technology. A stronger customer propo- sition allows us to deepen and extend customer relationships, while the shared platform creates operating leverage as the business grows. More importantly, we are learning what it takes to bring businesses together without losing what made them successful in the first place. This is not always easy. It requires making choices about what should be shared and what should remain decen- tralized, where standardization creates value and where it gets in the way. In the Inside CHAPTERS section of this report, Tobias Fischer, CEO of Lumeira—the name of the combined businesses—shares his perspective on the learnings, challenges and achievements of the first twelve months—and on what the future holds. What we are learning in Financial Technologies has implications beyond that segment. We increasingly believe that combining excellent vertical software businesses around a common industry can create something more valuable than individual business- es on their own. Over time, we want to build more of these industry-leading clusters across CHAPTERS. And what about AI? We have put strong emphasis on AI over the past few months. AI is changing the software industry—and it will change CHAPTERS and our businesses as well. CHAPTERS Group AG – Interim Report 2026 | Letter to the Shareholders 7
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The immediate impact is already visible. Our teams are using AI to write software faster, automate processes, improve customer service and rethink how work gets done. Some of these changes are incremental; others are more fundamental. Taken together, they are already changing the eco- nomics of parts of our group. But we believe the bigger opportunity goes be- yond efficiency. AI changes what software can do for customers. Many of our businesses have spent years—sometimes decades—building deep domain expertise, understanding complex work - flows and earning the trust of their customers. AI gives them new tools to turn that knowledge into better products, faster. It also challenges some of our assumptions. The cost of building software is falling, product devel- opment is becoming faster, and customer expec- tations are changing with it. What constituted a great software business five years ago will not necessarily be enough five years from now. We do not know exactly how AI will reshape our markets over the coming years. But what we can do is build an organization that learns quickly, experiments often and is willing to change its assumptions when the evidence changes. Our de- centralized structure gives individual businesses the freedom to experiment, while the Manuscript Method allows us to share what works—and what does not—across the group. In a period of rapid technological change, we believe that combina- tion can become an important advantage. We were delighted to welcome so many of you to our Capital Markets Day and AGM in Hamburg in July. We value the personal exchange with you, our shareholders, and it gave us the opportunity to spend more time explaining how we think about CHAPTERS, to introduce more of the people build- ing our businesses, and to discuss where we believe the group can go from here. As CHAPTERS grows, we want to keep learning, keep improving and keep pushing the boundaries of what is possible for our businesses and the Group as a whole. Thank you for your support and trust. We look forward to continuing the successful journey of CHAPTERS Group AG together with you. Sincerely . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jan-Hendrik Mohr Marlene Carl CEO CFO We grow together We think in decades We serve the edge Building a track record of creating shareholder value giving us the long-term backing to focus on our values MANUSCRIPT METHOD IMPROVES ORGANIC GROWTH WHILE MAINTAINING THE ENTREPRENEURIAL ENERGY OF A DECENTRALIZED ORGANIZATION Different CHAPTERS of the Manuscript covering Benchmarking, AI tools and best practice sharing Our operating model is based on Autonomy. Autonomy requires Authority granted to our leaders. Authority requires Accountability. Our values are our North Star Policy Deployment is our internal language to align on goals and objectives MANUSCRIPT METHOD Shareholder Value Values Policy Deployment Autonomy CHAPTERS of the Manuscript Illustration: stock.adobe.com/vectorcreator 98 CHAPTERS Group AG – Interim Report 2026 | Letter to the Shareholders
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Illustration: stock.adobe.com/starlineart KEY FIGURES TOTAL OUTPUT in EUR MM OPERATING EBITDA in EUR MM EARNINGS PER SHARE in EUR For Earnings per Share, the net income for the reporting period of all companies belonging to the group at the end of the relevant reporting period is taken into account with the share at- tributable to CHAPTERS Group AG and divided by the number of shares outstanding at the end of the relevant reporting period. For the calculation, all accounting related effects (e.g. goodwill depreciation) on the consoli- dated net income are excluded. reported adjusted EPS EPS excl. Securities Portfolio and virtual longterm incentive program/ share based compensation 29 5545 60 106. 1 83.8 55.5 35.6 H1 2023 H1 2024 H1 2026H1 2025 No. of operating companies 7.7 8.9 12.6 13.3 11.5 26.2 19.3 32.5 H1 2023 H1 2024 H1 2026H1 2025 0. 100. 11 0. 110.08 0. 15 -0. 16 0.09 -0.08 Share of Recurring Revenue 51% Share of CHAPTERS in EBITDA 73. 9% H1 2023 H1 2024 H1 2026H1 2025 For the calculation of total output and EBITDA, we include all operating companies in which CHAPTERS owns a majority stake and that are part at the end of the relevant reporting period of the group with 100% of their half-year results. 1110 CHAPTERS Group AG – Interim Report 2026 | Key Figures
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INSIDE CHAPTERS GROUP As of June 30, 2026, the Group consists of 60 com- panies, which generated combined total output of approximately EUR 106 million in the first half of the year alone and employ more than 1,300 people. We organize the Group into three key verticals: Public Sector Enterprise Financial Technologies By segmenting the Group, we provide a clearer and more structured view of how our portfolio is built, why we invest where we do, and where we are heading. Each segment reflects a distinct strategic logic. Whether driven by regulatory resil- ience, sector- specific digitalization trends, or plat- form scaling opportunities. This enhanced transparency not only sharpens the understanding of our current positioning but also enables us to identify potential and unlock synergies within our ecosystem, while allowing in- vestors to better assess the sustainability of our long-term growth trajectory. Segmentation aligns our internal reporting, capital allocation, and leadership responsibilities with the actual operating logic of our businesses. It allows our management team to benchmark performance within comparable peer sets, pursue relevant KPIs, and identify synergies and best practices specific to the segment. This vertical integration enhances focus, accountability, and execution at every level. Segment Total output in EUR MM Share of Recurring Revenue EBITDA in EUR MM Operating Com panies Public Sector 53.0 60.7% 10.8 31 Enterprise 27.7 67.6% 8.4 26 Financial Technologies 25.4 15. 1% 13.3 3 Segment data is presented on a fully consolidated basis for all companies in which CHAPTERS owns a majority stake with 100% of their total output/EBITDA for the full first half of the year. CHAPTERS Group AG – Interim Report 2026 | Inside CHAPTERS Group 13
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Lumeira Group is the first at-scale industry cluster built within CHAPTERS—accounting for c. 41% of adjusted operating EBITDA in H1 2026. Lumeira emerged from the combination of Expatrio and Fintiba with its subsidiary Coracle in May 2025. The Group offers digital solutions for inter national students, professionals and expats moving to Germany. With their core product being blocked accounts required for the visa application process, the offering also includes health insurance prod- ucts and has recently been expanded by a current account and other financial services. To date, more than 750,000 customers from 190 countries have used its solutions. THE STARTING POINT : THREE BRANDS, THREE SYSTEMS What began in 2021 with a minority stake in Fintiba grew, step by step, into a leading position in a clearly defined market: financial solutions for inter national students and skilled professionals on their way to Germany. Expatrio and Coracle added two further strong providers, and in May 2025, the merger of Fintiba and Expatrio marked the largest transaction in the history of the group. As compelling as the strategic logic was, the start was demanding: three brands, three technology stacks, three operating models. Integration pro- gressed more slowly than planned, synergies re- mained potential rather than reality, and running parallel systems tied up energy that was missing in the market. HOW LUMEIRA BECOMES THE MARKET LEADER THE DECISION: ONE PLATFORM, ONE OPERATING MODEL The answer was not another integration plan but a clean break. All brands will be running on a single platform, rebuilt with the help of AI and ad- hering to market-leading compliance standards, supporting one shared operating model. In paral- lel, the organization was streamlined, marketing spent was focused, the positioning of the brands was reviewed, and key supplier contracts were renegotiated. The impact has exceeded our original expecta- tions of the synergy potential. Above all, the shared platform has clarified the roles: the brands remain visible where customers know and trust them. Be- hind them, one team works on one infrastructure, under one name: Lumeira Group, the group’s first industry cluster at scale. Founding Fintiba GmbH Founding Coracle GmbH Founding Expatrio Global Services GmbH CHAPTERS joins Fintiba GmbH as a minority shareholder CHAPTERS becomes majority shareholder in Fintiba Fintiba acquires 100% of the shares in Coracle Merger of Expatrio and Fintiba under CHAPTERS ownership Establishment of the Lumeira Group as a platform with two brands: Fintiba & Expatrio OCTOBER 2016 APRIL 2017 AUGUST 2017 MAY 2021 DECEMBER 2023 DECEMBER 2024 MAY 2025 DECEMBER 2025 1514 CHAPTERS Group AG – Interim Report 2026 | Inside CHAPTERS Group
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Let‘s start with the name: why a new brand, and what does Lumeira stand for? What started as three separate visions has now come together as one through the merger. We are no longer three separate companies. We are one team, united by a shared purpose: to become the go-to platform for internationals in Germany. Being One also means having one shared identity. One brand that represents who we are and what we stand for: Lumeira. We chose the name Lumeira which comes from lumen, meaning light. Light rep- resents clarity, guidance, and a sense of positive direction—and that is exactly what we strive to be for every student preparing to take one of the big- gest steps in their lives. When we finalized the transaction in May 2025, the original thesis was to keep the three busi- nesses separate. Now the businesses are run as one with two brands—Expatrio and Fintiba. What has triggered this change in approach from your perspective? When we finalized the transaction in May 2025, our working hypothesis was to operate three busi- nesses under one group. But as we started working together, we learned quickly that the reality was more complex—and that there was an opportu - nity to move faster and be more ambitious with the integration. One important learning was around Coracle. We identified compliance concerns that ultimately led us to sunset the business. At the same time, it became clear that, if we wanted to build a truly high-performing organization going forward, we needed to make faster and more fun- damental changes to how the businesses oper- ated. We therefore took a step back and assessed what each business did best—products, capabili- ties, people and ways of working—and asked our- selves how we could combine the best of all three. The answer was to move beyond simply managing three businesses under one umbrella and instead design and build an integrated organization, while keeping the two strongest brands, Expatrio and Fintiba, in the market. Despite some initial post-merger integration chal- lenges, the speed of the transformation has been remarkable since December 2025. In a very short period of time, we have worked through more than 90% of the post-merger integration topics, scaled calculated synergies, and reached the future op- erating model we set out to build. That does not mean we are finished. Quite the opposite. We be- lieve we have created a solid foundation, but we have not yet unlocked the full potential of what this combination can become. The next phase is about making the organization work even better together, capturing the synergies, and continuing to build a platform that can serve internationals in Germany at scale. What has changed with CHAPTERS as a majo rity shareholder? In terms of how we run the business day to day, not much has changed—and I see that as a very positive thing. What we have experienced with CHAPTERS is a high level of trust, autonomy and, importantly, strong backing for the decisions we make as management team of Lumeira. That entre preneurial spirit is very much aligned with how we want to operate. At the same time, we have adopted CHAPTERS’ Policy Deployment approach. It gives us a clear framework for aligning our prior- ities, setting ambitious goals and making sure we are accountable for delivering on them. For us, it is not about adding layers of management, but it is about creating clarity and focus while preserv- With years of experience in the FinTech industry in Germany and Asia, Tobias cofounded Expatrio and—as CEO in recent years—played a key role in building the company into a leading provider of finan cial solutions for international students and skilled professionals moving to Germany. Since December 2025, Tobias is leading Lumeira as CEO, together with Ed Schmidt (COO), Pablo Giner Abad (CTO), and Oliver Loesdau (CFO). In the interview, he shares his insights from the first twelve months and his perspective on the Group’s future development. Tobias Fischer 17
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ing the autonomy to execute. The biggest change is perhaps that we are now part of a larger listed group. That comes with greater exposure to the capital markets and a higher level of transparency and accountability. But I see that as an opportunity rather than a constraint: we have the freedom to run the business entrepreneurially, combined with the structure, backing and ambition of a larger group. That combination allows us to think bigger, move faster and be more ambitious about what we can build at Lumeira. What has been the biggest challenge in inte- grating the businesses? What areas are you most focused on getting right during the inte- gration phase? Where have you seen the ear- liest signs that the combination is creating value? Culture. Creating and adjusting to a new culture is not easy, and an ongoing effort. We brought to- gether three businesses with fundamentally differ- ent ways of operating, different leadership styles, and more than a decade of competing with each other. Bringing them together therefore required more than aligning structures and processes. It meant building a new way of working to gether. Since taking over the leadership, we have spent a lot of time talking about culture and aligning every one behind one vision. A critical part of this has been defining a common set of work and behavioral prin- ciples that define how we work and act to gether. The team needs to understand not only what we want to achieve, but also how we expect to work together at Lumeira. Ultimately, we are building a high-performance organization where our culture becomes a competitive advantage. We are already seeing early signs of this coming together: closer collaboration, faster execution, leveraging data and AI in decision making just to name a few. But culture takes time, and getting this right remains one of our most important priorities. What changes for your customers in practice? The blocked account was the entry point: what comes next on the product side? For the customer, the combination means bringing together the strengths and best practices of both businesses to create a new standard in how we serve internationals in Germany. Our blocked ac- count can be seen as an entry point and is there- fore only the beginning of the relationship. We are moving from a transactional customer interaction in the past to a long-lasting customer relation- ship—a strong flywheel of products and services that supports students and aspiring skilled profes- sionals throughout their entire journey from pre- paring to move to Germany to building their lives here. Where do you see the biggest practical oppor- tunities for AI within Lumeira today? What role do you see AI playing in Lumeira’s development going forward? I see AI becoming one of the core capabilities of Lumeira—with a common AI platform supporting both customer interactions and how we operate and make decisions as a business. I think about this in three dimensions. Firstly, AI-powered guidance and recommenda- tion systems that support students and interna- tionals in the initial phase of moving abroad—from our AI Studybuddy and chatbots to personalized checklists and recommendations. Secondly, generative AI in customer service. We have significantly scaled our AI-enabled customer service and operations. Today, around 40 to 50% of incoming tickets receive an AI-generated first response, with AI fully resolving roughly 30% of all customer service tickets. Our ambition is to con- tinuously increase the level of automation while improving service quality and efficiency. Thirdly, AI-powered workflows and decision- making across the organization. AI agents and copilots are fundamentally changing how our teams work across departments, enabling us to achieve significantly more with the same capacity. Ultimately, we want to rethink how the organi- zation operates around AI-native capabilities and fundamentally increase our output without propor tionally increasing capacity. That is the am- bition: not just to use AI, but to build Lumeira as an AI- native organization. What are your strategic priorities for the next phase? What will define success for Lumeira over the next 12 to 24 months? Our priority for the next phase is unlocking the full potential of the merger and expanding on the scale of distribution. The way we think about that is quite simple: grow the number of customers we serve, deepen the relationship with them, and increase the value we create per customer, while continu- ously improving our operating efficiency. For me, success over the next 12 to 24 months is there- fore not just about growth. The goal is to demon- strate that the Lumeira model delivers a stronger customer proposition, leading to higher customer lifetime value and increasing operating leverage as the business scales. What’s ahead is a once-in-a- lifetime opportunity to reshape one of the largest industries in Germany. It won‘t be easy, but we’re ready for the challenge. It’s the first minute of the first half. Frankfurt International Bank AG As part of the strategy in this seg- ment, Frankfurt International Bank AG (“FIB”) was established in 2022 and received its banking license in 2024. CHAPTERS owns a minority stake of c. 31% in FIB. FIB serves as the strategic banking partner for Fintiba GmbH. After the founding years, FIB is now in scale-up mode and expanding its loan book includ- ing export-credit agency backed lending and acquisition financing. 1918 CHAPTERS Group AG – Interim Report 2026 | Inside CHAPTERS Group
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PUBLIC The Segment Public has emerged as a core stra- tegic vertical for CHAPTERS, driven by our belief that digital infrastructure for (semi-)public institu- tions represents one of the most mission-critical, resilient, scalable, and impactful investment areas in the European software landscape. Public insti- tutions, municipalities, education systems, trans- portation networks, and social service providers are under increasing pressure to modernize legacy systems, ensure regulatory compliance, and meet rising citizen expectations for efficient digital ser- vices. These institutions often rely on deeply em- bedded, highly specific software systems that re- quire long-term partnerships, domain expertise, and exceptional reliability—creating a unique op- portunity: recurring revenue streams anchored in multi-year contracts, low customer churn, strong resilience to economic cycles, and growing de- mand for secure, mission-critical digital tools. Our companies deliver mission-critical software across key segments of public infrastructure, in- cluding social case management software for municipalities, cybersecurity and compliance solu- tions for public administration, and tailored soft- ware for public transport, homeland security, utilities, education, and non-profit institutions— supporting not just operational efficiency, but also transparency, regulatory compliance, and social service delivery. ENTERPRISE The segment Enterprise encompasses digital solutions tailored to construction, manufacturing, and logistics. Our companies deliver operationally embedded tools: project management systems, CAD and engineering software, document and data management platforms, ERP solutions, and specialized scheduling or billing systems. Their strength lies in deep domain expertise, strong local brands, and long-standing customer relation- ships—with applications that are often mission- critical for SMEs relying on software deeply inte- grated into their daily workflows. This segment benefits from high customer reten- tion, recurring revenue, and scalable growth op- portunities in underserved digital verticals. FINANCIAL TECHNOLOGIES The Financial Technologies segment was estab- lished through the merger of Fintiba GmbH and Expatrio Global Services GmbH—two entrepreneur- led fintech companies that have served inter - national students and skilled professionals in Germany for many years. Together, they provide mission-critical financial solutions for cross- border mobility: blocked accounts for visa applications, health insurance, and rental guarantees. Through a strategic partnership with Frankfurt Inter national Bank AG (FIB), the combined entity will further expand its offering with current accounts, debit cards, and innovative financial products tailored to the needs of international talent. Having already served over 750,000 customers from 190 countries, the merged platform is uniquely po- sitioned to become the definitive financial home for internationals in Germany. The combination un- locks significant product expansion opportunities as well as meaningful synergy potential. PUBLIC SECTOR ENTERPRISE FINANCIAL TECHNOLOGIES SEGMENTS CHAPTERS Group AG – Interim Report 2026 | Inside CHAPTERS Group 21
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PUBLIC SECTOR D2L Informatique SAS icomedias GmbH UniSoft GmbH Somentec Software GmbH Interconsult SAS Linear Service GmbH Cybersense GmbH Finfox Software and Technology AG PEAK Mobility GmbH Technocarte SAS DIVERA GmbH filmwerte GmbH with its subsidiary myfilmfriend LLC Xplain AG with its sister company Xplain Iberica S.L. GBS Europa GmbH MAJELIS Tutelle SAS CSWin SAS with its sister company ACM2J SAS rocom GmbH Solarys Software GmbH LITTERA Software & Consulting GmbH (in Austria and Germany) appwerke GmbH Glasfaser Direkt GmbH, Jobst-NET GmbH and Eifel-Net GmbH Utilities Systems s.r.o. with its subsidiary Usys Slovakia s.r.o. Condition – Integrierte Softwarelösungen GmbH Software und Beratung Meinhard GmbH ingenia Glasfaser GmbH Interactive Network Communications GmbH carrierwerke GmbH OPAS Software GmbH with its sister company OPAS USA Inc. SWH Softwarehaus Heider GmbH FINANCIAL TECHNOLOGIES Expatrio Global Services GmbH with its subsidiaries DeGiS gGmbH and Lumeira Invest GmbH Fintiba GmbH Coracle GmbH ENTERPRISE Lang Finanzsoftware GmbH Haiberg GmbH (formerly HUP GmbH and Haiberg GmbH) and AdFlow Systems ProLogic Computer GmbH with its subsidiary ProLogic Handelsgesellschaft GmbH Simmeth System GmbH Cogima Logiciels SAS Inedee SAS with BillJobs SAS 3GWIN SAS Equinoxe Software SAS with its subsidiary Equinoxe Automative SAS GAIN Software GmbH BG Informatique SAS GI Informatique SAS CSB Bruns & Börjes GmbH KeyLogic GmbH MWM Software & Beratung GmbH Teamsware GmbH WAREHaus GmbH Voigt Software und Beratung AG elKom solutions GmbH Corporate Montage Europe GmbH direkt cnc-systeme GmbH DATEX Software GmbH Software24.com GmbH gripsware datentechnik GmbH Parity Software GmbH BleTec Software GmbH AS OF JUNE 30, 2026, THE GROUP INCLUDES 60 OPERATING COMPANIES, DELIVERING MISSION CRITICAL SOLUTIONS TO THEIR CUSTOMERS VIENNA HEADQUARTERS OF SOLARYS SOFTWARE GMBH Photo: stock.adobe.com/pominova 22 CHAPTERS Group AG – Interim Report 2026 | Inside CHAPTERS Group
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PUBLIC SECTOR Part of the Group since March 2026 D2L Informatique is a French software company that has developed Silao, a digital platform for social services organizations. The solution is SEGUR certified and provides a comprehensive "User File" management system covering admin- istrative, educational and health related data. The aim is to digitize administrative processes and facilitate collaboration within teams. The cloud- based software enables secure and structured management of social services. Its customers primarily include child protection centers (90%) but also disability support homes, and social rein- tegration organizations. Part of the Group since February 2026 icomedias GmbH is an Austrian software provider developing enterprise solutions for business- critical public sector processes across the DACH region for +30 years. Designed for highly regulated environments, its technologies support public administration, public safety and police, critical infra structure, and healthcare in enabling secure, paperless, digital workflows. A platform for struc- tured, mobile, end-to-end digital forms, it powers central digital government services such as the Onlinewache, the primary online interface be- tween citizens and police authorities in Germany, used across 15 federal states. The offering is com- plemented by on-premises AI modules for high- security environments, improving data quality and automation while ensuring sensitive data remains within the customer’s infrastructure. GRAZ HEADQUARTERS OF ICOMEDIAS GMBH Photo: stock.adobe.com/Photofex 24 CHAPTERS Group AG – Interim Report 2026 | Inside CHAPTERS Group
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A. Background of the Group and CHAPTERS Group AG BUSINESS ACTIVITY AND ORIENTATION CHAPTERS Group AG aims to build the home for "mission critical digital solutions" . For us, "mission critical" means products and services that are essential for end customers—be it an ERP system or a blocked account for the visa process. More than 60 companies have become part of the Group since the first investment at the beginning of 2019. Since the 2024 fiscal year, we have struc- tured our portfolio into three core verticals: Digital Solutions for Public Sector Clients and Civic Institutions (“Public“) Digital Solutions for Private Sector Companies (“Enterprise“) Digital Solutions for Financial Services (“Financial Technologies“) Each segment follows its own strategic logic— whether driven by regulatory stability, industry- specific digitalization trends, or platform-scaling opportunities. This segmentation enables us to strengthen our portfolio through targeted capital allocation across key market verticals, identify attractive value chains, and more effectively capture syner- gies within the respective clusters. As we further develop the Group, our three core values serve as guiding principles: WE THINK IN DECADES We make our investments with an unlimited time horizon. Divestitures aimed at generating short- term value gains are explicitly not part of our strat- egy. That said, we may pursue divestitures in cases where they enable a company and its management to take the next step on their growth path. Companies that become part of CHAPTERS Group AG have typically developed their solutions over many years, building on strong customer focus as well as deep market and industry expertise. These solutions are closely tailored to their clients’ needs. In developing these companies further, we follow a sustainable and entrepreneurial approach. To- gether with local management and employees, we work to preserve and enhance long-term com- petitiveness while continuously improving and expanding the solutions offered to customers. WE GROW TOGETHER Our investments are typically made through subsid- iaries of CHAPTERS Group AG, our platforms. Each platform defines its own strategy and focus, led by its respective management team. Through equity participation, we enable these teams to participate in the long-term value creation they help drive. COMBINED INTERIM MANAGEMENT REPORT AS OF JUNE 30, 2026 CHAPTERS Group AG – Interim Report 2026 | Management Report 27
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dation for investment discussions. In addition to these metrics, the company’s positioning with regard to artificial intelligence is also an integral part of the framework parameters. Potential acquisitions are presented to CHAPTERS Group AG and reviewed by the Management Board—together with the Supervisory Board if re- quired—before a final investment decision is taken. MANUSCRIPT METHOD AS THE FOUNDATION OF ACCOUNTABILITY Responsibility for the development of the Group’s operating companies lies with the respective plat- form managers. CHAPTERS Group AG monitors performance through monthly key financial perfor- mance indicators, with particular focus on revenue and total output growth as well as adjusted oper- ating earnings before interest, taxes, and depre- ciation (Adjusted EBITDA), benchmarked against both the prior-year period and the budget agreed upon between the managing directors, platform managers, and CHAPTERS Group AG. In collaboration with the platform teams, we refine our Manuscript Method. In addition to best prac- tice sharing, the Manuscript Method comprises a series of standardized processes for implemen- tation across Group companies. These include the definition of strategic priorities for the coming years with corresponding improvement initiatives and action plans, regular reviews of pricing strat- egies, and a standardized approach to identifying and developing talent within the organization. Implementation and execution of the Manuscript Method is the responsibility of the platform manag- ers. Monthly review meetings between CHAPTERS Group AG and the platform provide a forum for dis- cussing key developments within the companies belonging to each platform and—where necessary— to define corrective measures early in cases of po- tential underperformance or ensure that emerging opportunities are effectively leveraged. EQUITY PARTICIPATION AS A MANAGEMENT INSTRUMENT A central management instrument within CHAPTERS Group is our investment and incentive structure. Platform teams typically hold equity stakes in the platforms they manage. For the financing of acquisitions of new operating subsidiaries—and, where required, for capital sup- port to the companies— CHAPTERS Group AG pro- vides shareholder loans bearing an annual interest rate of 10%. This structure creates a clear incen- tive for Group companies to pursue only those in- vestments with expected returns well above this threshold, while also encouraging excess liquidity to be returned to CHAPTERS Group AG when rein- vestment in their own business does not promise higher value creation. WE SERVE THE EDGE We operate in a decentralized operational model built on autonomy. The companies within the Group retain their individual corporate cultures, which we actively support and preserve. Decision- making remains with the teams closest to the customer rather than being centralized. At the same time, networking and knowledge exchange across the Group—through benchmarking, best practice sharing, as well as access to centralized resources and experts in key areas—help foster the contin- ued development of all companies. OBJECTIVES AND STRATEGY CHAPTERS Group AG is committed to the sus- tainable growth of the Group’s enterprise value over the long term. As a key indicator of enterprise value development, we measure the long-term development of earnings per share, which has been calculated since 2020. Earnings per share are primarily influenced by the organic development of our companies, inorganic growth, and the Group’s financing structure. SUSTAINABLE DEVELOPMENT OF OPERATING SUBSIDIARIES Our goal is the long-term and sustainable devel- opment of our portfolio companies. This includes targeted growth initiatives such as best practice sharing in areas like sales and pricing. FURTHER ACQUISITIONS AS A GROWTH DRIVER In recent years, acquisitions of new operating companies have been a central driver of growth. We intend to continue pursuing this path, with a particular focus on acquiring companies active in industries where other Group companies already operate, as well as businesses offering solutions that complement our existing portfolio. OPTIMIZATION OF THE FINANCING STRUCTURE Our portfolio companies are characterized by high and stable cash flow conversion. Historically, a portion of purchase prices has been financed with debt capital, while liquidity surpluses from operat- ing companies have been primarily used to repay existing debt financing. This continuous delever- aging creates additional capacity for new financ- ing. Furthermore, optimizing repayment structures toward partial bullet maturities provides additional flexibility to finance future acquisitions with re- duced equity requirements. MANAGEMENT CONTROL SYSTEM We operate in a decentralized operational model built on autonomy. Decision-making is not cen- tralized; authority rests with the teams closest to the customer—whether within the operating companies or at the platform level in connection with company management, the identification and evaluation of new investment opportunities, and transaction structuring. To ensure effectiveness within this decentral- ized framework, clearly defined parameters and accountability are essential. Decision-makers across our organization are expected to take re- sponsibility for results while remaining open to learning from one another. INVESTMENT DECISIONS BASED ON DEFINED FRAMEWORK PARAMETERS The responsibility for identifying and analyzing new investment opportunities lies with our plat- forms. Together with the platform managers, we have established defined framework parameters for acquisitions, including key metrics such as size (revenue and number of employees), share of re- curring revenue, customer concentration, churn rate, and EBITDA margin, which serve as the foun- 2928 CHAPTERS Group AG – Interim Report 2026 | Management Report
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BUSINESS PERFORMANCE The first half of 2026 was characterized by oper- ational progress across the Group, reflected in a significant increase in the EBITDA margin. The positive development of the Group companies demonstrates the effectiveness of the consistent application of the Manuscript Method. A particular focus in the first half of 2026 was on automation and efficiency improvements through the use of AI. Inorganic growth also continued, with two ad- ditional companies in the Public segment joining the Group. As part of the strategic focus, the stake in Kältehelden GmbH was also reduced. Taking into account the merger of two operating compa- nies in the Enterprise segment serving the same customer group, the Group held majority stakes in a total of 60 operating companies as of June 30, 2026 (December 31, 2025: 60). B. Economic report MACROECONOMIC AND SECTOR-SPECIFIC ENVIRONMENT In the first quarter of 2026, gross domestic prod- uct (GDP) in the European Union grew by only 0. 1%1 compared with the fourth quarter of 2025. In the second quarter of 2026, growth showed signs of a slight recovery, with GDP increasing by 0.5%1. In Germany, GDP growth of 0.4% 1 in the first quar- ter of 2026 remained above the European average, while the figure was somewhat lower at 0.2% 1 in the second quarter of 2026. While the inflation rate in the European Union ini- tially declined slightly at the beginning of the year compared with 2025, it rose over the course of the first half to 2.9%¹ as of June 2026 and was there- fore above the level recorded in the corresponding period of the previous year. In Germany, too, the in- flation rate of 2.4%¹ was above the level recorded in the corresponding period of the previous year. In response to the rise in inflation, the ECB in- creased its key interest rate from 2.00% to 2.25% in June 2026. A further increase to 2.5% followed in September 2026. 1 European Statistical Monitor Edition: August 2026 FRANKFURT HEADQUARTERS OF LUMEIRA HOLDING GMBH Photo: stock.adobe.com/moofushi
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The figures presented here for total output and adjusted operating EBITDA are shown on a pro forma basis, including all operating subsidiaries belonging to the Group as of June 30, 2026, for the entire first half of 2026. For the calculation of adjusted earnings per share, effects on the consolidated result that arise solely from HGB consolidation requirements are excluded. These primarily comprise depreci- ation and amortization of assets identified in the course of purchase price allocation and related deferred taxes, as well as amortization of goodwill. In addition, pursuant to Section 301 HGB, the re- sults of subsidiaries are included in the consolidat- ed interim financial statements only for the period following acquisition. For adjusted earnings per share, results prior to the acquisition date are also taken into account. Unlike the calculation of oper- ating EBITDA, further adjustments (e.g., for one- time expenses) are not made. KEY FINANCIAL FIGURES AS OF JUNE 30, 2026 The positive development in the first half of 2026 is reflected in the Group’s key financial figures, with total output and EBITDA representing the key management metrics. 06/30/2026 06/30/2025 12/31/2025 Operating subsidiaries (majority interests) 60 55 60 Pro forma total output2 of operating subsidiaries (majority interests) EUR 106. 1 MM EUR 83.8 MM EUR 195.0 MM Adjusted EBITDA of operating subsidiaries (majority interests) EUR 32.5 MM EUR 19.3 MM EUR 49. 1 MM Adjusted earnings per share excluding net income from securities and result from share- based compensation3 EUR 0.09 EUR 0. 15 EUR -0.05 Adjusted earnings per share excluding net income from securities3 EUR -0. 11 EUR -0.32 EUR -0.48 Adjusted earnings per share3 EUR -0.08 EUR -0. 16 EUR -0.03 Net debt4 Invested capital5 EUR 162.3 MM EUR 585.6 MM EUR 151. 1 MM EUR 543.5 MM EUR 138.5 MM EUR 563.4 MM Additionally invested capital in the acquisition of and investments in minority interests6 EUR 24.9 MM EUR 29.6 MM EUR 21.7 MM 2 Revenue plus/minus changes in inventories. 3 Includes income from the sale of operating subsidiaries by NGC Nachfolgekapital amounting to EUR 0.28 per share in the first half of 2025 and EUR 0.27 per share for the full year 2025. 4 Includes liabilities to banks, bonds (less own holdings), seller loans, provisions for purchase prices, and liabilities to minority share- holders. In the first half of 2026, provisions for a virtual participation program at subsidiary level in the Financial Technologies seg- ment, which are included in other provisions, were added 5 Comprises the total capital invested in the acquisition of Group companies (including debt financing and equity contributions from minority shareholders) and funds for the operating activities of subsidiaries in which CHAPTERS Group AG holds a majority interest. Includes an implicit equity contribution by minority shareholders in the Financial Technologies segment amounting to EUR 98. 1 million, resulting from the contribution of the shares to the newly established holding company. 6 Includes only the amount invested by CHAPTERS Group AG. The increase compared to 12/31/2025 is attributable to the investment in two additional minority interest as well as the reduction of the stake in Kältehelden GmbH. CHAPTERS Group AG now holds only 49% of the shares in the company, meaning that the shareholder loans provided will in future be reported under investments in minority interests. 3332 CHAPTERS Group AG – Interim Report 2026 | Management Report
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RECONCILIATION OF EBITDA TO THE CONSOLIDATED FINANCIAL STATEMENTS 06/30/2026 in EUR MM 06/30/2025 in EUR MM 12/31/2025 in EUR MM Adjusted EBITDA of operating subsidiaries 32.49 19.28 49. 12 - Adjustments 6.27 7.80 22.69 = Reported EBITDA of operating subsidiaries7 26.22 11.48 26.44 - thereof prior to the acquisition date 0.52 3.62 4.44 + thereof prior to the disposal date -0. 12 1.41 1.23 = Reported EBITDA of operating subsidiaries in the consolidated financial statements 25.57 9.27 23.23 + Platform companies and acquisition companies -1.92 - 1.79 -4.42 + CHAPTERS Group AG and holding company (before share-based compensation) -3.43 -2.31 -6.54 = Reported EBITDA before sharebased compensation 20.22 5. 17 12.27 + Share-based compensation at CHAPTERS Group AG level & virtual participation programs at subsidiary level -7.88 -11. 13 -10.20 = Value in the consolidated financial statements 12.34 -5.95 2.07 ADJUSTMENTS Adjustments amounted to EUR 6.27 million in total in the first half of 2026. Of this amount, EUR 2.22 million relates to companies reporting negative EBITDA, which is adjusted to EUR 0.00. This in- cludes, on the one hand, companies that are still in the development phase and therefore incur corresponding start-up costs (primarily compa- nies of the CarMa Group) and, on the other hand, one company that became part of the Group in the fourth quarter of 2024 and is still undergoing operational repositioning with a focus on cost dis- cipline, process optimization, and efficiency im- provements. EUR 1.48 million relates to follow-on severance and salary costs resulting from person- nel restructurings implemented in the 2025 fiscal year. An amount of EUR 0.68 million relates to legal advisory costs in connection with transactions from previous years, and EUR 0.42 million to pay- ments to sellers of companies as well as duplicate managing director salaries during the transition phase, which are included in personnel or consult- TOTAL OUTPUT AND EBITDA In 2025, the Company decided to focus primarily on total output in the future rather than revenue. Total output is defined as revenue less changes in inventories before effects from purchase price allocation. The reason for this is the increasing importance of the Public segment, where long-term service projects are common. Depending on the timing of project completion, annual revenue and, con- sequently, changes in inventories may fluctuate significantly, meaning that total output provides a better reflection of actual business performance. The figures presented here are shown on a pro forma basis, including all operating subsidiaries belonging to the Group as of June 30, 2026, for the entire first half of 2026. RECONCILIATION OF TOTAL OUTPUT TO THE CONSOLIDATED FINANCIAL STATEMENTS 06/30/2026 in EUR MM 06/30/2025 in EUR MM 12/31/2025 in EUR MM Total revenue of operating subsidiaries 105.36 84.54 205.88 ± Changes in inventories at operating subsidiaries level 0.77 -0.76 -10.84 Total output of operating subsidiaries 106. 13 83.78 195.04 - thereof prior to the acquisition date 1.04 19.51 30.95 + thereof prior to the disposal date 0.54 6.07 6.07 = Operating subsidiaries in the consolidated financial statements 105.63 70.34 170. 17 + Platform companies and acquisition companies 0.04 0.05 0.05 = Value in the consolidated financial statements 105.66 70.39 170.21 ± Changes in inventories from purchase price allocation -1.67 -1.70 0. 14 = Reported total output in the consolidated financial statements 103.99 68.69 170.36 7 For the calculation of the reported EBITDA, the decrease in inventories of finished and unfinished goods resulting from purchase price allocation, income and losses from currency translation, as well as income, losses, and expenses from the disposal of fixed assets are not taken into account. The calculation is provided in the notes on the Group’s earnings performance. 3534 CHAPTERS Group AG – Interim Report 2026 | Management Report
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RECONCILIATION FROM CONSOLIDATED (INTERIM) RESUL T TO ADJUSTED EARNINGS PER SHARE 06/30/2026 in EUR ‘000 06/30/2025 in EUR ‘000 12/31/2025 in EUR ‘000 Net loss of the year -31,444.66 -17,843.08 -40,214. 18 - Non-controlling interests -10,287.55 -1,763.62 -10,568.98 = Consolidated net loss -21, 157. 11 -16,079.47 -29,645.20 ± Reduction/increase of inventories of finished goods from purchase price allocation 1,666.50 1,700.94 -144.70 + Amortization of assets from purchase price allocation and goodwill 29,386.21 15, 139.27 43,877.48 - Release of deferred taxes8 -1,886.07 -1,320.43 2,283.95 - thereof attributable to non-controlling interests -9, 154.02 3,090.80 12,013.46 + Other consolidation-related adjustments (if attributable to the parent company) -1,342.88 -1,249. 14 1,223.07 Adjustment of consolidated net loss from consolidation effects 18,669.74 11, 179.84 28,212.29 - Result from associated companies 140.01 -352.50 520.22 + Dividends received from associated companies 0.00 0.00 0.00 Adjustment of consolidated net loss from results of associated companies -140.01 352.50 -520.22 ± Results from subsidiaries before the date of acquisition/disposal 843.07 -933.65 -302.22 - thereof attributable to non-controlling interests 162.29 -1,743.48 -1,627.85 Adjustment of consolidated net loss from results prior to acquisition date 680.78 809.83 1,325.63 = Adjusted consolidated profit -1,946.59 -3,737.29 -627.51 / Number of shares at the end of the reporting period 23,842. 152 23,457.246 23,842. 152 = Adj. earnings per share - 0.08 -0. 16 -0.03 - Earnings per share from the CHAPTERS Group AG securities portfolio 0.03 0. 16 0.45 = Adjusted earnings per share, excluding income from securities -0. 11 -0.32 -0.48 - Result per share from share-based compensation -0.20 -0.47 -0.43 Adj. earnings per share excluding securities results and sharebased compensation9 0.09 0. 15 -0.05 ing expenses. One-off expenses of EUR 0.75 mil- lion were incurred for the (further) development of products. Prior-period income amounting to EUR 0.30 million was deducted, while prior- period expenses amounting to EUR 0.27 million were added back. The remaining adjustments of EUR 0.75 million relate to one-off expenses including recruitment and legal advisory costs. HOLDING COSTS In the first half of 2026, net holding costs (includ- ing costs at platform companies and acquisition companies) amounted to EUR 5.36 million in total. Adjusted for one-off financing costs of EUR 0. 14 million at CHAPTERS Group AG level relating to the placement of a further tranche of the corpo- rate bond, holding costs amounted to EUR 5.22 million, corresponding to approximately 16. 1% of adjusted operating EBITDA. In the 2025 fiscal year, holding costs adjusted for one-off financing costs amounted to EUR 9.46 million, corresponding to approximately 19.3% of adjusted operating EBITDA. The decrease in this ratio results, on the one hand, from the strong operational performance and, on the other hand, from the introduction of internal recharges for costs that directly contribute to the operational value creation of the portfolio compa- nies. Costs at platform companies and acquisition companies that are not recharged primarily relate to personnel and consulting expenses for ongoing M&A activities. ADJUSTED EARNINGS PER SHARE Inherent to the business model of the Group and its subsidiaries, the consolidated earnings are par- ticularly affected by the results of capital consol- idation, the resulting amortization of (intangible) assets, the release of the order backlog identified as part of the purchase price allocation and the associated release of deferred tax liabilities. In ad- dition, the amortization of goodwill has a significant impact on the consolidated result. For purposes of calculating adjusted consolidated profit, the con- solidated net loss for the year is adjusted for these effects (and the related effects on income attrib- utable to non-controlling interests). In addition— as for total output and EBITDA—the earnings of companies acquired in the current fiscal year that were generated prior to their acqui sition by a Group company are also taken into account ( adjusted proportionately for the shares of non-controlling shareholders at the various levels). The result from associated companies is only included in the cal- culation if it relates to distributions (after taxes). Further adjustments (e.g. for one-off expenses) are not applied—unlike for the calculation of oper- ating EBITDA. 8 Differences compared with the income statement amounting to EUR 26.85 thousand result from deferred taxes at the level of the operating companies, which are not adjusted. 9 Includes one-off income from the sale of a minority interest and the reduction of the interest in another company by CHAPTERS Group AG amounting to EUR 0.02 per share. Prior-year figures include one-off income from the sale of an operating subsidiary by NGC Nachfolgekapital amounting to EUR 0.27 per share as of December 31, 2025, and EUR 0.28 per share as of June 30, 2025. 36 CHAPTERS Group AG – Interim Report 2026 | Management Report
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Other operating income amounted to EUR 3.75 million (prior-year period: EUR 17.04 million), of which EUR 0. 19 million (prior-year period: EUR 3.80 million) related to gains from disposals of and write-ups on securities at the level of CHAPTERS Group AG. Income from the disposal of companies from the consolidated group amounting to EUR 1.76 million is included, of which EUR 0.42 million was realized in cash and EUR 1.34 million relates to non-cash in- come resulting from the derecognition of retained losses from previous years. In the previous year, income from the disposal of companies from the consolidated group amounting to EUR 11. 10 million was included, of which EUR 1.23 million was non- cash. Cost of materials amounted to EUR 12.46 million (prior-year period: EUR 8.98 million). The cost of materials ratio decreased slightly from 12.7% in the previous year to 11.8%. Personnel expenses amounted to EUR 60.90 million (prior-year period: EUR 50.82 million). This includes expenses of EUR 7.88 million in the first half of 2026 for the recognition of provisions in connection with the virtual long-term participa- tion program established in the current year in the Financial Technologies segment. The program in- centivizes significant, sustainable growth in the operating earnings power of the Lumeira Group through the end of 2029. For this purpose, provi- sions are recognized at the company based on the expected value of a payment in 2030 and are includ- ed in personnel expenses. For purposes of Group management, the relevant amounts are included in the calculation of net debt. The prior-year figure includes expenses of EUR 11. 13 million in connec- tion with share-based compensation at the level of CHAPTERS Group AG and trans action bonuses to employees amounting to EUR 2.04 million. Adjusted for these one-off effects, personnel ex- penses amounted to EUR 53.02 million in the first half of 2026 and EUR 37.65 million in the first half of 2025. The personnel expense ratio in relation to total output (before purchase price allocation) de- creased from 53.5% to 50. 1%. Depreciation and amortization amounted to EUR 31.35 million (prior-year period: EUR 16.72 million). Of this amount, EUR 5.27 million (prior-year period: EUR 3. 12 million) related to amortization of hidden reserves on assets identified as part of purchase price allocation, while EUR 24. 12 million (prior-year period: EUR 12.01 million) related to amortization of goodwill resulting from capital consolidation. The increase compared with the prior-year period is attributable on the one hand to the inclusion of additional companies in the Group and, on the other hand, to the fact that amortization of in- tangible assets and goodwill acquired in the first half of 2025 is recognized for the entire half-year, whereas in the same period of the previous year, amortization had only been recognized on a pro rata basis due to the acquisition dates. Other operating expenses amounted to EUR 21.71 million (previous year: EUR 19.09 million). The in- crease is attributable to the growth of the Group— in relation to total output, other operating ex- penses increased at a lower rate and amounted to approximately 20.5% of total output (before pur- chase price allocation; prior-year period: 27. 1%). For the calculation of reported EBITDA (earnings before taxes, interest, depreciation and amor- tization, including share-based compensation) at Group level amounting to EUR 12.34 million ( previous year: EUR -5.95 million), not only depre- ciation and amortization but also the decrease in inventories of finished goods resulting from the re- lease of the order backlog identified as part of pur- chase price allocation is added back to earnings EARNINGS POSITION OF THE GROUP The Company has decided to focus primarily on total output before purchase price allocation effects in the future rather than on revenue. The reasoning for this decision is the increasing im- portance of the Public segment, in which long-term service projects are common. Depending on the completion date of projects, annual revenue figures and the corresponding changes in inventories may fluctuate significantly, meaning that total output provides a more accurate picture of actual business performance. Total output before effects from purchase price allocation amounted to EUR 105.66 million in the first half of the 2026 fiscal year (prior-year period: EUR 70.39 million) and consisted of revenue of EUR 105. 12 million (prior-year period: EUR 70.96 million) and an increase in inventories at the level of the operating Group companies amounting to EUR 0.54 million (prior-year period: decrease in inventories of EUR 0.58 million). Total in EUR MM Public in EUR MM Enterprise in EUR MM Financial Techno- logies in EUR MM Other in EUR MM Holding companies in EUR MM Pro forma revenue H1 2025 84.54 37.58 25.31 20.42 1.23 0.00 Changes in inventories (operating level) -0.76 -0.70 -0.51 0.00 0.44 0.00 Pro forma total output H1 2025 83.78 36.88 24.81 20.42 1.67 0.00 thereof from companies deconsolidated since July 1, 2025 1.67 Total output from companies already included in the consolidated group as of June 30, 2025 93.54 40.67 26.85 25.44 0.54 0.04 Total output from companies that became part of the Group since July 1, 2025 (pro rata temporis) 12. 12 11.25 0.87 0.00 0.00 0.00 Consolidated total output H1 2026 105.66 51.92 27.72 25.44 0.54 0.04 Less total output from companies deconsoli- dated in 2026 -0.54 0.00 0.00 0.00 -0.54 0.00 Plus total output generated in the months prior to inclusion in the consolidated financial statements 1.04 1.04 0.00 0.00 0.00 0.00 Pro forma total output H1 2026 106. 16 52.96 27.72 25.44 0.00 0.04 The decrease in inventories of finished and unfinished goods and unfinished services from purchase price allocation amounted to EUR 1.67 million in the first half of 2026 (prior-year period: decrease of EUR 1.70 million). 3938 CHAPTERS Group AG – Interim Report 2026 | Management Report
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For the calculation of adjusted EBITDA, reference is made to the explanations in the section on busi- ness performance. The financial result amounted to EUR -9.65 million overall (prior-year period: EUR -6.46 million). The composition is shown in the following table. The financial result attributable to CHAPTERS Group AG is explained in the following presentation of the earnings position of CHAPTERS Group AG. 01/01/- 06/30/2026 in EUR MM 01/01/- 06/30/2025 in EUR MM 01/01/- 12/31/2025 in EUR MM Result from associated companies 0. 14 -0.35 0.52 Income from participations 0.01 0.00 0.01 Income from other securities and loans classified as financial assets 0.09 0. 12 0.22 thereof at the level of CHAPTERS Group AG 0.09 0. 12 0.22 thereof at the level of subsidiaries 0.00 0.00 0.00 Other interest and similar income 0.97 0.63 1.44 thereof at the level of CHAPTERS Group AG 0.71 0.27 0.62 thereof at the level of subsidiaries 0.26 0.37 0.82 Interest and similar expenses -10.32 -6.05 -15.86 thereof at the level of CHAPTERS Group AG -2.65 -0.42 -1.85 thereof at the level of subsidiaries -7.67 -5.63 -14.01 Writedowns on financial assets -0.53 -0.82 -1.29 thereof at the level of CHAPTERS Group AG -0.53 -0.82 -1.24 thereof at the level of subsidiaries 0.00 0.00 -0.05 Net financial result -9.65 -6.46 -14.96 The result from associated companies amounted to EUR 0. 14 million in the first half of 2026, com- pared with EUR -0.35 million in the prior-year period. The prior-year figure was primarily affected by amortization of the acquired goodwill attribut- able to Software Circle plc included in the result. CHAPTERS Group AG held more than 20% of the company until October 2025; since then, no result from associated companies in connection with Software Circle plc has been recognized. As of June 30, 2026, the Company held approximately 9% of the shares. Other interest and similar in- come at subsidiary level amounting to EUR 0.26 million includes EUR 0.07 million in interest income from companies in which an equity investment is held. The remaining amounts relate to interest in- come from cash deposits. before taxes. In addition, expenses and income from foreign currency translation and gains and losses from disposals of fixed assets and related costs are excluded from the calculation. The con- solidation-related expenses and income primarily include expenses resulting from the initial recog- nition of pension provisions for the French subsid- iaries as part of the harmonization of accoun ting standards. To a lesser extent, other operating in- come includes, among other things, income from the reversal of differences arising from capital consolidation. EBITDA includes expenses of EUR 7.88 million in connection with the establishment of a long-term virtual participation program at the level of a subsidiary, which will result in a payment in 2030. A provision is recognized for the expected payments and is reflected in personnel expenses. For purposes of Group management, the relevant amounts are included in the calculation of net debt. In the first half of 2025, expenses of EUR 11. 13 million in connection with the recognition of provi- sions for share-based compensation at the level of CHAPTERS Group AG were included. In the first half of 2026, no additional provisions were recognized due to the share price performance in the first half of 2026 and the resulting valuation of the Virtual Share Options. In light of the share price perfor- mance since June 30, 2026, existing provisions were not reversed. 01/01/- 06/30/2026 in EUR MM 01/01/- 06/30/2025 in EUR MM 01/01/- 12/31/2025 in EUR MM Earnings before interest and taxes according to the consolidated income statement -18.67 -9.88 -22.85 + Decrease in inventories from purchase price allocation 1.67 1.70 -0. 14 + Depreciation and amortization 31.35 16.72 47.67 ± Expenses / income from foreign currency translation 0.03 -0.25 -0.46 - Gains from disposals / write-ups of fixed assets -2.02 -14.90 -23.38 + Losses from disposals of fixed assets 0.03 0.66 0.77 ± Consolidation-related expenses / income -0.04 0.00 0.47 = EBITDA after results from disposals of fixed assets 12.34 -5.95 2.07 + Sharebased compensation and virtual participation programs at subsidiary level 7.88 11. 13 10.20 = EBITDA after results from disposals of fixed assets and sharebased compensation 20.22 5. 18 12.27 4140 CHAPTERS Group AG – Interim Report 2026 | Management Report
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LIQUIDITY POSITION OF THE GROUP Overall, cash and cash equivalents decreased by EUR 3.49 million in the first half of the 2026 fiscal year to EUR 103.25 million (December 31, 2025: EUR 106.74 million). During the reporting period, the CHAPTERS Group generated positive cash flow from operating activities amounting to EUR 20.72 million (prior- year period: EUR 15.77 million10). Cash flow from investing activities amounted overall to EUR -28.62 million (prior-year period: EUR -82.95 million). Of this amount, EUR 24.81 million (prior-year period: EUR 94.20 million) related to payments for the acquisition or increase of interests in operating subsidiaries. Payments for investments in property, plant and equipment amounting overall to EUR 0.98 million (prior-year period: EUR 0.64 million) and for invest- ments in intangible assets amounting to EUR 0.41 million (prior-year period: EUR 0.99 million) related to smaller investments within the Group companies. Payments for financial assets amounting over- all to EUR 6.55 million (prior-year period: EUR 8.36 million) primarily resulted from investments by CHAPTERS Group AG in two new minority interests. Cash inflows amounting to EUR 3.22 million (prior- year period: EUR 11.51 million) primarily resulted from proceeds from the sale of the interest in NPV Nachfolge Beteiligungen GmbH and the associat- ed repayment of existing shareholder loans. To a lesser extent, proceeds from sales of securities at the level of CHAPTERS Group AG are also included. In the prior-year period, CHAPTERS Group AG’s securities portfolio was reduced to a significantly greater extent, and the position in Software Circle plc was also reduced substantially. Cash flow from financing activities amounted to EUR 2.98 million (prior-year period: EUR 55.55 million10). Cash inflows from the issuance of bonds and the raising of loans include EUR 4.91 million from the issuance of a third tranche of the corporate bond (25/30) by CHAPTERS Group AG. The nominal amount of EUR 10 million is offset by the portions retained by the Company for its own account and is increased by accrued interest received in con- nection with the tap issue in April 2026. Costs of EUR 0. 14 million were incurred in connection with the issuance and are also allocated to cash flow from financing activities. Subsidiaries raised debt financing amounting to EUR 15.73 million in total (prior-year period: EUR 70.26 million). Repayments amounted to EUR 7.70 million, of which EUR 2.65 million related to the repayment of existing seller loans. The amount of cash and cash equivalents acquired as part of the acquisition of new operating subsid- iaries by the platform companies amounted to EUR 2. 16 million (prior-year period: EUR 8. 13 million). The change resulting from the disposal of companies that belonged to the 2025 consolidated group amounted overall to EUR -0.77 million (prior-year period: EUR -2.79 million). Exchange rate-related changes in cash and cash equivalents amounting to EUR 0.05 million resulted from companies belonging to the consolidated group that prepare their financial statements in foreign currencies (United States, China, Czech Republic, and Switzerland) and from differences in the exchange rates applied for the consolidation of local cash balances as of December 31, 2025 and the translation as of June 30, 2026. Interest and similar expenses amounted to EUR 10.32 million (prior-year period: EUR 6.05 million) against gross debt of EUR 265.57 million as of June 30, 2026. The significant increase compared with the prior-year period at subsidiary level is primarily attributable to bank and seller loans of approx- imately EUR 93.3 million taken out in May 2025 in connection with the merger of Fintiba GmbH and Expatrio Global Services GmbH. Expenses also in- clude interest expenses payable to minority share- holders amounting to EUR 0. 12 million. Income taxes amounted overall to EUR 3.09 million (prior-year period: EUR 1.47 million), including EUR 1.91 million (prior-year period: EUR 1.35 million) from the reversal of deferred tax assets and liabilities (primarily resulting from purchase price allocation effects), offset against taxes incurred at the level of the individual companies amounting to EUR 5.00 million (prior-year period: EUR 2.82 million). The halfyear deficit amounted to EUR 31.44 mil- lion overall (prior-year period: EUR 17.84 million). Of this amount, EUR 10.29 million (prior-year period: EUR 1.76 million) was attributable to mino rity share- holders at the various levels of the Group and EUR 21. 16 million (prior-year period: EUR 16.07 million) to the parent company of the Group. The increase in the amounts attributable to minority share- holders is primarily attributable to the acquisition of Expatrio Global Services GmbH and its merger with Fintiba GmbH. Due to the structure, relatively high amortization of intangible assets identified as part of purchase price allocation and goodwill is incurred and is also allocated proportionately to the minority shareholders within the structure. For the consolidation-related effects on Group earn- ings, reference is made to the reconciliation from consolidated loss to adjusted earnings per share in the section on business performance. 10 Differences compared with the amounts reported in the 2025 consolidated interim financial statements of EUR 15.73 million for oper- ating cash flow and EUR 55.59 million for cash flow from financing activities result from the allocation of costs for capital measures. KARLSRUHE HEADQUARTERS OF DATEX SOFTWARE GMBH Photo: stock,adobe,com/tichr 42
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The decrease in receivables from associated companies results from the reduction of the bridge loan to Global Heart Beteiligungsgesell- schaft mbH included in the previous year in con- nection with the investment in the company’s equity described above. The remaining amount of approximately EUR 1.04 million was repaid in July 2026. This item also includes receivables of Fintiba GmbH from FIB Frankfurt International Bank AG. Since summer 2025, FIB Frankfurt International Bank AG has acted as a partner of Fintiba GmbH in the area of blocked accounts. Equity decreased from EUR 313.57 million as of December 31, 2025 to EUR 282.69 million as of June 30, 2026; the equity ratio amounted to 42. 1% (December 31, 2025: 47.2%). The decrease is attributable, on the one hand, to the half-year loss attributable to the Group and, on the other hand, to the decrease in non-controlling interests. The non-controlling interests primarily relate to mino- rity shareholders in the Financial Technologies segment and arose in connection with the merger of Fintiba GmbH and Expatrio Global Services GmbH in May 2025. A significant portion of the amortiza- tion of goodwill is allocated to the minority share- holders, resulting in a half-year loss attributable to other shareholders and a corresponding decrease in non-controlling interests. The currency translation difference from reval- uation increased from EUR 0.71 million to EUR 0.82 million. Due to differing exchange rates between valuation at the acquisition date and preparation of the consolidated interim financial statements, differences arise in the revalued assets identified as part of purchase price allocation, which are off- set through this position. Retained earnings attributable to the Group decreased by EUR 0.29 million due to the addition of a further minority shareholder at the level of one of the subsidiaries. The difference arising from capital consolida- tion amounting to EUR 2. 13 million (December 31, 2025: EUR 2. 13 million) results from the acquisi- tion of two companies out of insolvency by CarMa Holding GmbH in 2023, for which the purchase price paid was below the revalued amount of the acquired non-current assets due to the insolvency situation. Both companies developed positively and in line with expectations since acquisition. As expected, one of the companies reached break- even in 2025, while the second company is ex- pected to reach break-even in 2026 as originally planned, meaning that no adjustment for expect- ed losses is required. The special item amounting to EUR 2.90 million (December 31, 2025: EUR 1.68 million) relates to subsidies received for the expansion of a fibre optic network at a company belonging to the Glasfaser Direkt Group. The subsidy received is recognized as a special item and released to other operating income over the useful life of the subsidized net- work. The increase results from the completion of a fibre optic network that was acquired while still under construction. Upon completion of con- struction the subsidies also became due and are accordingly recognized as a special item. Provisions for pensions and similar obligations, which have been included since December 31, 2025, amounted to EUR 5.73 million (December 31, 2025: EUR 5.82 million). NET ASSETS POSITION OF THE GROUP The Group’s total assets increased by approxi- mately 1. 1% in the first half of the 2026 fiscal year, from EUR 665.02 million as of December 31, 2025 to EUR 671.97 million. The Group’s non-current assets decreased from EUR 510.50 million as of December 31, 2025 to EUR 504.25 million as of June 30, 2026 in the first half of the 2026 fiscal year, with an increase in financial assets of EUR 1.40 million offset by a decrease in intangible assets of EUR 7.56 million. The decrease in intangible assets is primarily attri butable to ongoing amortization of hidden reserves on assets identified as part of purchase price allocation as well as goodwill. The 2025 fiscal year was characterized by strong acquisition activ- ity, which was reflected in a significant increase in both positions compared with 2024. Accordingly, amortization of the two positions also increased and amounted to EUR 29.44 million in the first half of 2026. Additions to the two positions from new acquisitions amounted to EUR 22.61 million in the first half of 2026, resulting in an overall decrease in the two positions, which accounted for approx- imately 88% of non-current assets as of June 30, 2026 (December 31, 2025: 88%). The slight increase in financial assets is attrib- utable to investments by CHAPTERS Group AG in new participations as well as the subscription of a convertible loan in connection with one of these participations. In addition, approximately EUR 1.75 million was invested in Global Heart Beteiligungs- gesellschaft mbH, which in turn used the funds to increase the equity of FIB Frankfurt Inter national Bank AG. The portions of the corporate bond (25/30) held by CHAPTERS Group AG itself, which had previously been reported under non-current assets, were reclassified to current assets due to the existing intention to sell. In the first half of 2026, CHAPTERS Group AG issued an additional tranche of the corporate bond (25/30) and re- tained part of it for its own account, resulting in an increase from EUR 7.32 million as of December 31, 2025 to EUR 12. 16 million as of June 30, 2026. The increase in trade receivables is primarily attri- butable to the acquisition of additional subsidiar- ies. The development of the individual positions is shown in the following table. Trade receivables in EUR MM Other assets in EUR MM 12/31/2025 22.92 8.23 Changes from companies acquired in the first half of 2026 2. 14 0. 16 Changes from companies deconsolidated in the first half of 2026 -0.45 -0.02 Changes from companies that were part of the Group in both periods 0.75 -0. 18 06/30/2026 25.36 8. 19 4544 CHAPTERS Group AG – Interim Report 2026 | Management Report
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Liabilities to banks in EUR MM 12/31/2025 111. 19 New acquisition financing 15.00 Repayment of acquisition financing -4.34 Disposal of companies from the consolidated group -0.07 Borrowings / repayments at operating level 0.02 Addition of companies to the consolidated group 0.00 Capitalized interest 0.07 06/30/2026 121.87 Advance payments received remained largely unchanged in the first half of 2026 and amounted to EUR 1.51 million as of June 30, 2026 (December 31, 2025: EUR 1.57 million). The decrease in trade payables is primarily attri- butable to reductions at companies that were already part of the Group as of December 31, 2025. Trade payables in EUR MM 12/31/2025 8.03 Increase from companies acquired in the first half of 2026 0.06 Decrease from companies deconsolidated in the first half of 2026 -0.03 Decrease in companies that were part of the Group in both years -2.57 06/30/2026 5.48 Liabilities to companies in which a participa- tion is held result from liabilities of Fintiba GmbH to FIB Frankfurt International Bank AG. Other liabilities amounted to EUR 74.90 million (December 31, 2025: EUR 77.23 million), including liabilities to sellers amounting to EUR 61.60 million (December 31, 2025: EUR 64.52 million). An amount of EUR 2.65 million was settled through payments in the first half of 2026. An amount of EUR 0.30 mil- lion was offset against warranty claims against the seller. Capitalized interest amounting to EUR 0.04 million is included. In addition, other liabilities include liabilities to minority shareholders amounting to EUR 2.52 million (December 31, 2025: EUR 2.58 million). Pay- ments to minority shareholders from the operating cash flow of the respective companies amounting to EUR 0. 18 million were offset by additional capital- ized interest of EUR 0. 12 million. Deferred income increased by EUR 15. 19 million to EUR 32.34 million as of June 30, 2026. Of this in- crease, EUR 1.36 million resulted from companies newly included in the consolidated group. At com- panies that were already part of the consolidated group as of December 31, 2025, the increase was attributable to the deferral of revenue from (soft- ware) maintenance contracts recognized in con- nection with the preparation of the interim con- solidated financial statements. These contracts typically provide for invoicing of the full annual amount in January of each year. Deferred tax liabilities amounting to EUR 13.40 million (December 31, 2025: EUR 14.50 million) primarily result from purchase price allocation carried out as part of capital consolidation. Tax provisions increased slightly in the first half of 2026 from EUR 7.81 million as of December 31, 2025 to EUR 8.00 million. An amount of EUR 0. 13 million results from the addition of companies to the con- solidated group. Other provisions amounting to EUR 38.92 million (December 31, 2025: EUR 32. 12 million) include pro- visions for share-based compensation at the level of CHAPTERS Group AG amounting to EUR 13.86 million, unchanged from December 31, 2025 (EUR 13.86 million). The share-based compensation pro- gram was introduced in the 2023 fiscal year. In the first half of 2026, no additional provisions were rec- ognized due to the share price performance in the first half of 2026 and the resulting valuation of the Virtual Share Options. In light of the share price per- formance since June 30, 2026, existing provisions were not reversed. Further explanations regarding the calculation of the provisions can be found in the following explanations relating to the financial and asset position of CHAPTERS Group AG. In the first half of 2026, new provisions amounting to EUR 7.88 million were recognized in connection with the virtual long-term participation program estab- lished in the current year in the Financial Technol- ogies segment. The program incentivizes signifi- cant, sustainable growth in the operating earnings power of the Lumeira Group through the end of 2029. For this purpose, provisions are recognized at the company based on the expected value of a payment in 2030. Other provisions in EUR MM 12/31/2025 32. 12 Increase in provisions for share-based compensation & virtual participation programs at subsidiary level 7.88 Change in provisions for earn- out obligations -0.42 Increase from companies acquired in the first half of the 2026 fiscal year 0.24 Decrease from companies deconsolidated in the first half of the 2026 fiscal year -0.04 Change in companies that were part of the Group in both fiscal years -0.85 06/30/2026 38.92 Provisions for earn-out obligations decreased by EUR 0.42 million in the first half of 2026, from EUR 2.28 million to EUR 1.86 million, due to payments to the respective sellers. The further decrease in other provisions is primarily attributable to the reduction of provisions at com- panies that were already part of the Group as of December 31, 2025. The development of the indi- vidual positions is shown in the table above. Liabilities to banks increased by a total of EUR 10.68 million in the first half of the 2026 fiscal year to EUR 121.87 million. The relevant effects are shown in the following table. 4746 CHAPTERS Group AG – Interim Report 2026 | Management Report
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In addition, income of EUR 0.40 million was real- ized from the sale of a minority interest as part of a management buy-out. The costs of CHAPTERS Group AG as a standalone entity primarily consist of personnel expenses, legal and consulting expenses, as well as costs associated with the Company’s legal structure. Personnel expenses amounted to EUR 1.52 million in the first half of the 2026 fiscal year (prior-year period: EUR 12.27 million). The prior-year figure in- cludes expenses of EUR 11. 13 million for provisions recognized in connection with share-based com- pensation (in addition to the provisions already existing from the previous year). In the first half of 2026, no additional provisions were recognized due to the share price performance in the first half of 2026 and the resulting valuation of the Virtual Share Options. In the 2023 fiscal year, the Company’s Super- visory Board established a virtual share option plan (“ Virtual Share Option Plan” , “VSOP”) for the members of the Management Board. In the 2024 fiscal year, the share option plan was extended to key employees of the Company. As of June 30, 2026, the number of granted and vested options amounted to 1,037,886, of which 875,000 relate to the Management Board. Based on the 30-trading- day volume-weighted average price as of June 30, 2026, the option value ranged between EUR 4.29 and EUR 11.88 and was therefore significantly be- low the values as of December 31, 2025. In light of the share price performance since June 30, 2026, existing provisions were not reversed. Further in- formation regarding the share option plan can be found in the notes to the consolidated financial statements under “Compensation of Governing Bodies” . The increase in other personnel expenses is primarily attributable to the hiring of additional employees to fulfil the role of the holding company. As in previous years, personnel expenses for the position of “Chief Operating Officer” for the vertical market software segment, created in March 2024, are not included. The related personnel expenses are borne by a wholly owned subsidiary of the AG and charged to CHAPTERS Group AG. In the stand- alone interim financial statements of CHAPTERS Group AG, the amount is included in other operat- ing expenses. Other operating expenses amounted to EUR 2.68 million in the first half of 2026, compared with EUR 2.68 million in the prior-year period. This includes EUR 0.35 million relating to the project launched at the end of 2025 to achieve IFRS readiness for the Group. Also included are costs of EUR 0. 14 million in connection with the tap issue of the corporate bond (25/30) in April 2026. Income taxes amounted to EUR 1.00 million (prior- year period: EUR 0.07 million). The Company has had no tax loss carryforwards since the 2023 fiscal year. Overall, as of June 30, 2026, the Company reported a halfyear net income of EUR 1.83 million (prior- year period: half-year net loss of EUR -3.84 mil- lion). The retained earnings therefore amounted to EUR 5.35 million (prior-year period: loss carried forward of EUR 6.81 million). EARNINGS POSITION OF CHAPTERS GROUP AG (PARENT COMPANY OF THE GROUP)11 The revenue generated in the first half of the 2026 fiscal year amounting to EUR 0.66 million (prior-year period: EUR 1.41 million) relates to the recharge of costs borne by CHAPTERS Group AG (primarily personnel expenses) to subsidiaries (platforms). The decrease compared with the prior- year period results from one-off effects included in the previous year. Interest income from shareholder loans granted (including loans to companies in which CHAPTERS Group AG holds a minority interest) as well as interest- like income from affiliated companies amounted to EUR 8. 16 million in total (prior-year period: EUR 6.95 million). The increase compared with the prior-year period reflects the Group’s con- tinued investment activity and the resulting in- crease in shareholder loans provided by CHAPTERS Group AG to finance acquisitions. For the first half of the 2026 fiscal year, total inter- est expense amounted to EUR 2.65 million and related entirely to interest expense on the corpo- rate bond (25/30), which was placed for the first time in August 2025. The result from the securities portfolio of CHAPTERS Group AG amounted to EUR -0.35 mil- lion in the first half of the 2026 fiscal year (prior- year period: EUR 3.66 million). The composition is shown in the table below. 01/01/- 06/30/2026 in EUR MM 01/01/- 06/30/2025 in EUR MM 01/01/- 12/31/2025 in EUR MM Realized gains from the sale of securities 0.09 0.35 10.90 Reversal of write-downs from previous years 0.00 2.31 0. 18 Write-ups on securities classified as financial assets 0. 10 1.1 4 0.69 Realized losses from the sale of securities -0.01 -0.34 -0.28 Reversal of write-downs from previous years 0.00 0. 17 0.07 Dividends and interest income from fixed-income investments 0.00 0.05 0.09 Write-downs on financial assets -0.53 -0.03 -0.44 Result from securities portfolio -0.35 3.66 11.22 11 The explanations relating to the earnings position of CHAPTERS Group AG were included in the review of the consolidated interim financial statements; the separate interim financial statements were not reviewed. 4948 CHAPTERS Group AG – Interim Report 2026 | Management Report
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As of June 30, 2026, loans and receivables from subsidiaries and companies in which a participa- tion is held amounted to EUR 177.42 million in total (December 31, 2025: EUR 163.73 million). Other assets amounted to EUR 0.80 million ( December 31, 2025: EUR 1.86 million). The de- crease is attributable to the repayment of the bridge loan to a co-shareholder included as of December 31, 2025. As part of its liquidity management, CHAPTERS Group AG partially invests excess liquidity in secu- rities. Equity investments are measured in accor- dance with the lower of cost or market principle under German commercial law (§ 253 (3) sentence 5 HGB) at the lower of acquisition cost and market value as of June 30, 2026, whereby a write-down to market value is only recognized if the market value is at least 5% below acquisition cost. As of June 30, 2026, the market value of the secu- rities portfolio (excluding the shares in MedNation AG) amounted to EUR 14.88 million and was there- fore approximately 9.33% above the carrying amount. As of June 30, 2026, in addition to the shares in Software Circle plc, the portfolio con- sisted of seven further positions, including five individual securities and two funds. FINANCIAL POSITION, NET ASSETS POSITION AND LIQUIDITY POSITION OF CHAPTERS GROUP AG (PARENT COMPANY OF THE GROUP)12 The Company’s total assets increased by EUR 13.21 million in the first half of 2026 to EUR 391.88 million. Taking into account the half-year net income of EUR 1.83 million, the Company’s equity increased to a total of EUR 288.21 million as of June 30, 2026 (December 31, 2025: EUR 286.37 million). Provisions increased from EUR 17.45 million as of December 31, 2025 to EUR 18.48 million, due to ad- ditional tax provisions for the current fiscal year. Of this amount, EUR 13.86 million relates to provisions for share-based compensation under the Virtual Share Option Plan, unchanged from December 31, 2025. The tax provisions amount to EUR 3.05 mil- lion (December 31, 2025: EUR 2. 19 million). Under liabilities, the corporate bond (25/30) is reported. In three tranches (August 2025, October 2025 and April 2026), the Company issued a total nominal amount of EUR 82 million. As of June 30, 2026, the Company held a nominal amount of EUR 12.32 million for its own account, which is included in current assets at acquisition cost of EUR 12. 16 million. Compared with December 31, 2025, the portions of the bond held by the Company itself were reclassified from financial assets to current assets due to the existing intention to sell. Shares in affiliated companies remained un- changed in the first half of the year and amounted to EUR 130.07 million. Participations continue to include the shares in MedNation AG, Bonn (ISIN DE0005653604). CHAPTERS Group AG’s interest in MedNation AG increased from 21.49% as of December 31, 2025 to 22.06% as of June 30, 2026. The interest in NPV Nachfolge Beteiligungen GmbH, Dorsten, which had been included in previous years, was sold to the managing director and majority share holder as part of a management buy-out in the first half of 2026. A new participation in Float Financial Technologies AB was added. The Sweden-based company offers innovative financing solutions for European software and technology companies. In addition to the participation in the share capital, CHAPTERS Group AG invested EUR 4.5 million in a convertible loan issued by the company, which is included in other loans. In its role as Group holding company, CHAPTERS Group AG provides the funds required for the acquisition of new operating companies by the platform companies and, to a lesser extent, for financing the build-up of business operations, either in the form of shareholder loans or contri- butions to the capital reserves of subsidiaries. In connection with the financing of acquisitions of operating companies, a portion of the purchase price is typically financed through debt capital pro- vided by banks. Shareholder loans are reported under current assets if short-term repayment is expected, for example through the raising of debt financing by the subsidiary; otherwise, they are reported under non-current assets. Interest accru- ing on the shareholder loans may either be capital- ized or paid at the discretion of the subsidiaries. In principle, payment of the interest by the subsid- iaries is intended, and the interest receivables are therefore also reported under current assets. 12 The explanations relating to the financial position, net assets position and liquidity position of CHAPTERS Group AG were included in the review of the consolidated interim financial statements; the separate interim financial state- ments were not reviewed. MUNICH HEADQUARTERS OF PROLOGIC COMPUTER GMBH Photo: stock.adobe.com/Fabio 50 CHAPTERS Group AG – Interim Report 2026 | Management Report
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C. Risk and Opportunity Report CHAPTERS Group AG pursues the objective of in- creasing the Group’s enterprise value on a long- term and sustainable basis. To this end, the exist- ing portfolio of equity investments is to be further expanded over the coming years, and the value of the existing portfolio companies continuously in- creased. In principle, CHAPTERS Group AG benefits from the diversified structure of its operating portfolio companies, so that positive developments in other companies can mitigate the effects of a potential- ly below-plan performance of individual operating companies. The Company sees the key opportunities for the Group as a whole, as well as for CHAPTERS Group AG as the parent company of the Group, primarily in the further organic growth of the existing Group companies, the development of AI-native additional functionalities with tangible customer benefits, additional efficiency potential through AI, and fur- ther acquisition-driven growth along the estab- lished segments. The key risks primarily relate to new acquisitions, where, despite due diligence, it cannot be ruled out that not all risks can be iden- tified at the time of acquisition, as well as seg- ment-specific market and end-market risks. The opportunities and risks are presented in detail in the combined management report for the 2025 fiscal year. There were no material changes in the assessment of opportunities and risks during the reporting period compared with those presented in the combined management report for the 2025 fiscal year. LIQUIDITY POSITION OF CHAPTERS GROUP AG In April 2026, CHAPTERS Group AG placed a third tranche of its corporate bond. After deducting the portions held by the Company for its own account and taking into account transactions during the year as well as accrued interest and costs, the Company received total proceeds of EUR 4.76 mil- lion. The Company made its first interest payment on the bond in February 2026 in the amount of EUR 2.52 million. Other investments include cash inflows from investments made in previous years amounting to EUR 1.63 million. 01/01/- 06/30/2026 in EUR ‘000 01/01/- 06/30/2025 in EUR ‘000 01/01/- 12/31/2025 in EUR ‘000 Bank balances at the beginning of the reporting period 58,488.2 26,490. 1 26,490. 1 Cash flow from shareholder loans & investments in subsidiaries -8,569.6 -16,520. 1 -51,282.3 Shareholder loans issued -17,459.5 -33,821.4 -52,816.7 Repayments from refinancing through bank loans + 8,316.4 +40,740.5 +70,230.8 Interest received and similar income + 3,671.9 +1,660.2 +2,219.5 Investment in the equity of subsidiaries 0.0 -31,455.5 -73, 128.3 Other investments - 3,098.4 +6,356.2 +2,212.4 Cash flow from investments in securities & interest 882.3 -758.4 + 22,376.6 Cash outflow from the purchase of securities (including accrued interest paid) -145.4 -8, 149. 1 -10, 162.5 Cash inflow from the sale of securities (including accrued interest) 549.7 +7, 170.3 +32, 147.9 Cash inflow from interest and dividends (after taxes) 478. 1 +220.4 +391.2 Cash flow from corporate actions and financing activities 2,235.7 574.3 +64,487.6 Cash inflow from capital increases (net of costs) 0.0 +16,468.8 +16,436.0 Cash inflow from the issuance of the corporate bond (25/30) (net of costs) 4,755.7 0.0 +63,923.4 Interest paid -2,520.0 0.0 0.0 Cash outflow from the repayment of the perpetual bond (net of costs) 0.0 -15,894.5 -15,871.9 Other cash flow from operating activities -3,403.8 -1,441.0 -3,583.7 Bank balances at the end of the reporting period 49,632.9 8,345.0 58,488.2 Securities account at the end of the reporting period13 17,660. 1 46, 132.8 21,020.2 13 including the shares in MedNation AG amounting to EUR 2.78 million (December 31, 2025: EUR 1.68 million). The amount as of June 30, 2025 also includes the shares in Software Circle plc amounting to EUR 34.34 million, which were likewise reported under participa- tions as of June 30, 2025. POTSDAM HEADQUARTERS OF FILMWERTE GMBH Photo: stock,adobe,com/powell83 52 CHAPTERS Group AG – Interim Report 2026 | Management Report
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The principal earnings contribution at the level of CHAPTERS Group AG as holding company primarily consists of interest income from shareholder loans granted to finance the acquisition of oper- ating companies. With respect to interest income from shareholder loans, we now expect income to be slightly below the previously expected range of EUR 18 million to EUR 20 million due to timing shifts in larger transactions. With respect to the operating costs of CHAPTERS Group AG, the Company continues to expect costs of EUR 6 million to EUR 6.5 million. In addition, the Company had expected approximately EUR 4 million for the implementation of two key stra- tegic projects (investment in the development of AI- native additional functionalities by subsidiaries and achieving IFRS readiness for the Group). With respect to investments in the development of AI-native additional functionalities, strong mo- mentum has been observed in recent months. The vast majority of the initiatives can currently be im- plemented within the operating companies, also as a result of technological advances, meaning that investments by CHAPTERS Group AG as the parent company are expected to be significantly below the budgeted amount. Hamburg, October 06, 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jan-Hendrik Mohr Marlene Carl CEO CFO D. Outlook Report For approximately three years, a central theme in the development of the Group has been a stronger focus on the Public, Enterprise and Financial Tech- nologies segments, as well as the establishment of a culture of organic growth within our companies. We define organic growth as the full-year results for a fiscal year based on the respective Group structure as of June 30 of that fiscal year compared with the full-year results of the same Group struc- ture for the previous fiscal year. For organic growth in 2026, the full-year results for 2026 based on the Group structure as of June 30, 2026, are compared with the full-year results for 2025 for this Group structure. The 60 operating companies that were part of the Group as of June 30, 2026 generated total output of approximately EUR 197 million and adjusted op- erating EBITDA of approximately EUR 52 million in the 2025 fiscal year. The development in the first half of 2026 demon- strates that the focus on organic growth is in- creasingly having an impact. This development was supported by strong momentum in the rel- evant end markets, the realization of synergies in the Financial Technologies segment, as well as the continued focus on AI and automation, organizational simplification and value-based pricing adjustments in the Enterprise and Public segments. Against this backdrop, as part of the publication of the preliminary figures for the first half of 2026 on September 8, 2026, the Company already raised its forecast for organic growth in 2026. For 2026, the Company now expects or- ganic growth in both total output and recurring revenues of 11–14%. Compared with the Forecast Report for the 2025 fiscal year, this represents an increase from the previously expected 7–9% for total output and recurring revenue growth above that level. For adjusted operating EBITDA, the Company ex- pects organic growth of 36–39% (compared with an expectation of 14–17% according to the Fore- cast Report for the 2025 fiscal year, which had already been raised to a growth rate of more than 22% on July 13, 2026). Between June 30, 2026 and the date of prepa- ration of the 2026 consolidated interim finan- cial statements, four additional companies have already become part of the Group. These com- panies generated total output of approximately EUR 7.2 million and adjusted operating EBITDA of approximately EUR 2.6 million in the 2025 fiscal year. A further transaction has been signed, with closing still subject to approval by the competent government authorities. The company generated total output of approximately EUR 3.7 million and adjusted operating EBITDA of approximately EUR 2 million in the 2025 fiscal year. We currently ex- pect the transaction to be approved during the 2026 fiscal year. The platforms of CHAPTERS Group AG continu- ously evaluate the acquisition of additional oper- ating companies within their respective markets and related strategies, and we expect that further transactions can be completed in 2026. No fore- cast can be made regarding the volume and timing of further investments. A forecast for the absolute level of total output and Group EBITDA for the cur- rent 2026 fiscal year therefore cannot be provided on a reliable basis. The Group continues to evolve dynamically and pursues opportunities where they are considered strategically sensible and finan- cially feasible. 5554 CHAPTERS Group AG – Interim Report 2026 | Management Report
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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2026 Consolidated Income Statement from January 1, 2026 to June 30, 2026 01/01/- 06/30/2026 in EUR ‘000 01/01/- 06/30/2025 in EUR ‘000 01/01/- 12/31/2025 in EUR ‘000 1. Revenue 105, 117.63 70,963.65 180,800.48 2. Decrease of inventories of finished and unfinished goods and work in progress thereof from purchase price allocation thereof other changes -1, 125.86 -1,666.50 540.64 -2,276.43 -1,700.94 -575.49 -10,442.21 144.70 -10,586.91 Total output 103,991.76 68,687.22 170,358.27 3. Other operating income thereof income from the disposal of and write-ups on fixed assets 3,747.21 2,016.07 17,039.26 14,903.25 29,681.69 23,381.80 4. Cost of materials a) Cost of raw materials, consumables, and supplies and purchased goods b) Cost of purchased services -12,459.37 -5,007.66 -7,451.71 -8,980.89 -2,760.94 -6,219.95 -22,429.76 -6,948.49 -15,481.27 5. Personnel expenses a) Wages and salaries thereof for share-based compensation b) Social security contributions and expenses for pensions and other benefits thereof for pensions -60,896.69 -51,271.52 0.00 -9,625. 17 40.56 -50,815.25 -43,726. 19 -11, 130.80 -7,089.06 -159.50 -103,645. 18 -87, 154.92 -10,201. 13 -16,490.26 -1,036.57 6. Depreciation and amortization a) On intangible assets and property, plant and equipment thereof on assets from purchase price allocation thereof on goodwill b) On current assets (to the extent that they exceed normal depreciation within the company) -31,346.96 -31,346.70 -5,268.33 -24, 117.88 -0.26 -16,724. 10 -16,713.53 -3, 124.47 -12,014.80 -10.58 -47,669.00 -47,565.29 -8,332.68 -35,544.80 -103.71 7. Other operating expenses thereof losses from the disposal of fixed assets -21,705.06 -28. 16 -19,085.66 -658.08 -49, 144.20 -766.58 Earnings before interest and taxes -18,669. 10 -9,879.42 -22,848. 17 8. Results from associated companies 140.01 -352.50 520.22 9. Income from participations 9.38 0.00 10.01 10. Income from other securities and from loans classified as financial assets thereof from companies in which a participation is held 85.54 77.07 123.43 70.55 221.73 125.57 11. Other interest and similar income thereof from portions of the corporate bond held by the Company thereof from companies in which participations are held 969.81 323.40 40.97 634.90 0.00 10.60 1,441.52 107.52 13.74 12. Write-downs on financial assets thereof impairment losses -530.82 -530.82 -816.81 -816.81 -1,293.38 -1,293.38 13. Interest and similar expenses thereof for corporate bond -10,324.89 -2,653.96 -6,047.80 -400.30 -15,858.54 -400.30 14. Taxes on income and earnings thereof from the reversal of deferred tax assets and liabilities -3,089.64 1,912.92 -1,469.27 1,348. 16 -2, 167.53 2,279.94 Earnings after taxes -31,409.72 -17,807.47 -39,974. 13 15. Other taxes -34.94 -35.61 -240.05 (Half)year deficit -31,444.66 -17,843.08 -40,214. 18 Attributable to other shareholders -10,287.55 -1,763.62 -10,568.98 Consolidated (half)year deficit -21, 157. 11 -16,079.47 -29,645.20 CHAPTERS Group AG – Interim Report 2026 | Financial Statements 57
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Consolidated Balance Sheet as of June 30, 2026 06/30/2026 in EUR ‘000 12/31/2025 in EUR ‘000 A. Fixed assets 504,248.94 510,497.54 I. Intangible assets 447, 189.92 454,745.72 1. Acquired concessions, industrial property rights, and similar assets thereof from purchase price allocation 47,695.03 43,836.61 51,391.47 47, 121.89 2. Goodwill 399,359.94 403, 120.22 3. Advance payments on intangible assets 134.95 234.03 II. Property, plant and equipment 10,217. 17 10,307.85 1. Land and buildings 686.59 718.75 2. Technical equipment and machinery 1,255.48 971.26 3. Other fixtures and fittings, operating and office equipment 4,606.37 4,995.47 4. Payments on account and assets under construction 3,668.73 3,622.37 III. Financial assets 46,841.86 45,443.98 1. Shares in associated companies 23,444.37 21,404.67 2. Loans to associated companies 2, 150.00 1,055.00 3. Other participations in companies 2,453. 16 624.99 4. Securities held as fixed assets 14,008.53 14,845.55 5. Portions of the corporate bond held by the Company 0.00 7,315.62 6. Other loans 4,785.80 198. 15 B. Current Assets 160, 152. 16 150, 164.68 I. Inventories 8,557.04 8,372.43 1. Raw materials and supplies 27.79 23.39 2. Work in progress, unfinished services 3,355.28 2,609.01 3. Finished goods and merchandise thereof from purchase price allocation 4,855.84 4, 140.21 5,382.59 4,391.94 4. Advance payments made 318. 13 357.44 II. Receivables and other assets 36, 182.66 35,054.46 1. Trade accounts receivable 25,361.33 22,922. 12 2. Receivables from associated companies 2,628.27 3,901.97 3. Other assets 8, 193.06 8,230.37 III. Securities 12, 164.93 0.00 Portions of the corporate bond held by the Company 12, 164.93 0.00 IV. Cash on hand, bank balances 103,247.53 106,737.79 C. Accrued items 5,343.02 2, 132. 12 D. Deferred tax assets 2,228.98 2,223.09 Total Assets 671,973. 11 665,017.43 06/30/2026 in EUR ‘000 12/31/2025 in EUR ‘000 A. Equity 282,690.60 313,567.78 I. Subscribed capital 23,842. 15 23,842. 15 II. Capital reserve 259,017.98 259,017.98 III. Currency translation difference from revaluation 821. 14 710.88 IV. Loss carried forward -59,412.20 -30,055.98 V. Consolidated (half-)year deficit -21, 157. 11 -29,645.20 VI. Non-controlling interests 79,578.64 89,697.95 B. Difference from capital consolidation 2, 127.52 2, 133.32 C. Special items 2,901.57 1,679. 18 D. Provisions 52,652.00 45,748.33 1. Provisions for pensions and similar obligations 5,731.86 5,818.98 2. Tax provisions 7,995.73 7,814.35 3. Other provisions thereof for share-based compensation thereof for potential additional purchase price payments (earn-outs) 38,924.40 13,856.70 1,860.23 32, 115.00 13,856.70 2,280.92 E. Liabilities 285,865.32 270,250.07 1. Bond 82,000.00 72,000.00 2. Amounts owed to credit institutions 121,871.00 111, 188.66 3. Advance payments received on orders 1,505.46 1,568.43 4. Trade accounts payable 5,484.06 8,029.21 5. Liabilities to companies in which a participation is held 106.38 231. 18 6. Other liabilities thereof from seller loans thereof owed to minority shareholders 74,898.42 61,601.37 2,520. 12 77,232.59 64,516.98 2,576.57 F. Deferred income 32,335.03 17, 143.49 G. Deferred tax liabilities 13,401.07 14,495.25 Total equity and liabilities 671,973. 11 665,017.43 5958 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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The amount attributable to non-controlling inter- ests before the revaluation reserve, currency translation differences, and the annual result corresponds to the proportional interest of the respective minority shareholders in the share capital and capital reserves of the subsidiaries concerned. The portion of other shareholders in the revaluation reserve arises from capital consoli- dation. Where minority shareholders hold direct in- terests in an acquired company, their share result- ing from the purchase price allocation is presented here. The portions attributable to the Group are eliminated as part of capital consolidation. The item “Currency translation difference from revalu- ation” stems from the Czech subsidiary added to the Group in fiscal year 2023, the Swiss sub sidiary included in fiscal year 2024, as well as from the Group’s interests in associated companies in the UK. Differences between the exchange rates at the acquisition date and those applied in preparing the consolidated interim financial statements give rise to remeasurement differences in assets from purchase price allocation, which are recognized under this item. “Other changes” comprise adjust- ments arising from increases or decreases in the Group’s shareholdings in subsidiaries. Movements resulting from changes in the scope of consolida- tion include effects from the sale of interests in companies of the Altamount Group. Attributable to the shareholders of the parent company Non-controlling interests Share capital in EUR ‘000 Capital reserve in EUR ‘000 Currency translation difference from revaluation in EUR ‘000 Loss carried forward in EUR ‘000 Consolidated net loss for the year in EUR ‘000 Total in EUR ‘000 Non-con- trolling inter- ests before revaluation reserve, equity difference from currency translation and annual results in EUR ‘000 Revaluation reserve in EUR ‘000 Currency translation difference from revaluation in EUR ‘000 Difference from capital consoli- dation in EUR ‘000 Profit and loss attributable to non- controlling interests in EUR ‘000 Total in EUR ‘000 Consoli- dated Equity in EUR ‘000 As of January 01, 2026 23,842. 15 259,017.98 710.88 -59,701. 18 0.00 223,869.83 As of January 01, 2026 105, 162. 17 61.08 1.75 533.33 -16,060.39 89,697.95 313,567.78 Changes in the scope of consolidation 288.98 288.98 Changes in the scope of consolidation 17.52 -10.89 6.63 295.61 Current translation adjustment from currency conversion 110.25 110.25 Current translation adjustment from currency conversion 1.1 7 -1.45 -0.28 109.97 Other changes 0.00 Other changes 161.91 161.91 272. 16 Consolidated result -21, 157. 11 -21, 157. 11 Consolidated result -10,287.55 -10,287.55 -31,444.66 Balance as of June 30, 2026 23,842. 15 259,017.98 821. 14 -59,412.20 -21, 157. 11 203, 111.96 Balance as of June 30, 2026 105,341.60 61.08 2.92 531.88 -26,358.83 79,578.64 282,690.60 Consolidated Statement of Changes in Equity as of June 30, 2026 MADRID HEADQUARTERS OF EXITO 24H SL Photo: stock,adobe,com/jonbilous 60 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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Consolidated Cash Flow Statement from January 1, 2026 to June 30, 2026 The cash and cash equivalents correspond to the balance sheet item “Cash on hand and bank balances” . Of this amount, EUR 120 thousand ( December 31, 2025: EUR 120 thousand) has been pledged as collateral for a bank guarantee issued by CHAPTERS Group AG and is therefore subject to restrictions on disposal. Other non-cash income (previous year: expenses) mainly includes the result from associated companies. Further infor- mation on the development of the Group’s liquid- ity position can be found in the combined interim management report for the first half of 2026. The exchange rate-related changes in cash and cash equivalents result from the subsidiaries belong- ing to the Group in the Czech Republic, China, the United States, and Switzerland and the cash and cash equivalents held there. 01/01/- 06/30/2026 in EUR ‘000 01/01/- 06/30/2025 in EUR ‘000 01/01/- 12/31/2025 in EUR ‘000 Period result (including shares of other shareholders) -31,444.66 -17,843.08 -40,214. 18 Release of order backlog /inventory from the purchase price allocation 1,666.50 1,700.94 -144.70 Depreciation/write-ups on property, plant and equipment thereof on assets disclosed as part of the purchase price allocation 884.60 56.46 817. 18 56.46 1,884. 13 112.92 Write-downs/write-ups on financial assets 530.82 816.81 1,293.38 Amortization/write-ups on intangible assets thereof on assets identified as part of the purchase price allocation thereof on goodwill 30,462. 10 5,211.87 24, 117.88 15,896.35 3,068.01 12,014.80 45,681. 15 8,219.75 35,544.80 Increase/decrease in provisions 6,772.57 12,535.45 15,305.43 Other non-cash expenses/income -208.74 -327.43 -1,079.22 Increase/decrease in inventories, trade accounts receivable and other assets (not investing/financing activity) -4,865.43 -2,385.77 5,573. 15 Increase/decrease in accounts payable and other liabilities (not investing/financing activity) 11,207.44 15,027.85 1,497.06 Profit/loss from disposal of fixed assets -1,987.91 -14,245. 17 -22,615.51 Interest expenses/income 9,355.08 5,342.34 14,417.02 Other income from participations -94.92 -52.87 -231.74 Expenses in connection with corporate actions and bond placement 144.50 46.23 1,541.25 Income tax expense/income 5,002.56 2,817.42 4,447.47 Income tax payment -4,822. 10 -3,052.36 -6,584.36 Reversal of deferred taxes from purchase price allocation -1,885.60 -1,320.43 -2,271.25 Cash flow from operating activities 20,716.81 15,773.45 18,499.38 Proceeds from disposal of intangible assets 0.00 7.36 17.54 Payments for investments in intangible assets -408.79 -990.58 -1,672.82 Proceeds from disposal of property, plant and equipment 111.73 122.08 347.91 Payments for investments in property, plant and equipment -980.20 -644.55 -1,657.61 Proceeds from disposal of financial assets 3,221.67 11,506. 12 33,738.82 Payments for investments in financial assets -6,551.74 -8,355. 10 -10,541.49 Payments for bridge loans to companies in which a participation is held 0.00 0.00 -2,620.00 Payments for additions to the scope of consolidation -24,809.43 -94,201.63 -131,795. 14 Proceeds from disposals from the scope of consolidation 86.50 8,901.41 10,291.20 Interest and dividend payments received 712.57 702.57 1,660.58 Cash flow from investing activities -28,617.70 -82,952.32 -102,231.01 Proceeds from corporate actions of CHAPTERS Group AG 0.00 16,492.66 16,492.66 Proceeds from equity contributions from other shareholders 97.00 54.23 1,694.88 Change in liabilities to shareholders -176.84 34.46 - 497.7 7 Payments to company owners and minority shareholders 0.00 -2, 178.30 -2, 189.53 Proceeds from the issuance of bonds and the raising of (financial) loans 20,635.83 70,262.97 148,224.31 Repayment of bonds and (financial) loans -7,701.58 -24, 107.97 -27,942.37 Payments in connection with corporate actions and bond placement -144.50 -46.23 -1,541.25 Interest paid -9,729.54 -4,963.30 -11,484.44 Cash flow from financing activities 2,980.36 55,548.53 122,756.49 Changes in cash and cash equivalents -4,920.52 -11,630.34 39,024.86 Cash and cash equivalents at the beginning of the period 106,737.79 58,507.77 58,507.77 Exchange rate and valuation-related changes in cash and cash equivalents 43.94 -13.49 -104.39 Consolidation-related changes in cash and cash equivalents 1,386.32 5,340.68 9,309.55 Cash and cash equivalents at the end of the period 103,247.53 52,204.62 106,737.79 6362 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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Notes to the Condensed Interim Consolidated Financial Statements as of June 30, 2026 A. General Disclosures CHAPTERS Group AG is headquartered in Hamburg and is registered in the commercial register of the Hamburg District Court under register number HRB 182147. The Company’s shares have been traded since June 3, 2005, on the Open Market (Frei- verkehr) of the Frankfurt Stock Exchange (WKN 661 830). The Open Market does not constitute a regulated market within the meaning of Section 2 (11) of the German Securities Trading Act (WpHG). CHAPTERS Group AG invests—usually indirectly through subsidiaries—in companies currently ex- clusively based in Europe, China, and the United States. As of the reporting date, the Company held direct or indirect majority interests in 117 compa- nies (December 31, 2025: 117), of which 76 1 were operating subsidiaries (December 31, 2025: 76 companies). As of the reporting date, the Com- pany also held five minority interests of more than 20% (December 31, 2025: five), including one in a listed stock corporation. In the case of companies in which CHAPTERS Group AG holds a majority in- terest and which are based in Germany, these are medium-sized corporations within the meaning of Section 267 (2) HGB as well as small corporations within the meaning of Section 267 (1) HGB. The condensed consolidated interim financial statements as of June 30, 2026, were prepared in accordance with the provisions of German Accounting Standard (GAS) 16 “Interim Reporting” , which governs interim financial statements under German commercial law. The consolidated interim financial statements for the period from January 1, 2026, to June 30, 2026, comprise the consolidat- ed balance sheet, the consolidated income state- ment, the consolidated cash flow statement, the consolidated statement of changes in equity, as well as the condensed notes to the consolidated financial statements (including the statement of liabilities and fixed assets). Differences may arise from the use of rounded amounts and percent- ages due to commercial rounding. The financial year of CHAPTERS Group AG and the majority of its consolidated subsidiaries begins on January 1 and ends on December 31. The consolidated income statement—like the income statements of the consolidated companies—is prepared using the total cost method. The combined interim management report of the CHAPTERS Group was prepared in accordance with the provisions of German Accounting Stan- dard (GAS) 16 “Interim Reporting” , which governs interim financial statements under German com- mercial law, and was combined with the interim management report of CHAPTERS Group AG. B. Scope of consolidation and consolidation methods SCOPE OF CONSOLIDATION In accordance with Section 294 (1) HGB, all compa- nies in which CHAPTERS Group AG holds, directly or indirectly, more than 50% of the capital as of June 30, 2026, are included in the consolidated interim financial statements. Companies in which CHAPTERS Group AG holds less than 50% in di- rectly, but where more than 50% of the capital at each level of the ownership chain is held by a Group company, are also included. As of June 30, 2026, there were no companies in which CHAPTERS Group AG held less than 50% of the capital but was entitled to more than 50% of the voting rights. As of June 30, 2026, the scope of consolidation comprised the parent company and 117 subsi- diaries (December 31, 2025: 117), which are fully consolidated. One company is not included in the consolidated financial statements by reference to Section 296 (2) HGB (December 31, 2025: one company). Five companies (December 31, 2025: five compa- nies) in which CHAPTERS Group AG indirectly holds more than 20% but less than 50% of the capital are included in the consolidated financial statements as associated companies using the equity method. 1 The deviations from the figures in the combined interim management report result from the consolidation of several legal entities into one operating unit and vice versa. 6564 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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No. Company Registered office Category Ownership percentage CHAPTERS Group AG Partici- pation via No. Share held by direct parent company Part of the group since Included in cons. fin. statements 2025 Parent company 1 CHAPTERS Group AG Hamburg Direct participation 2 CHAPTERS Beteiligungsgesellschaft mbH Hamburg Holding company 100.00 1 100.00 Feb 19 Indirect participations (Level 1) 3 NGC CNC Beteiligungen GmbH Alfdorf Platform company 68.40 2 72.00 Apr 21 4 CHAPTERS Software GmbH Hamburg Platform company 100.00 2 100.00 May 19 5 CarMa Holding GmbH Bremer- haven Platform company 80.00 2 80.00 Jun 21 6 mlog capital SAS Le Bouscat, France Platform company 80.00 2 80.00 Dec 23 7 CHAPTERS Beteiligungen Verwaltungs GmbH Hamburg Management GmbH 100.00 2 100.00 Aug 22 8 CHAPTERS Beteiligungen 1 GmbH & Co. KG Hamburg Platform company 63.40 2 63.40 Aug 22 9 Lumeira Holding GmbH (previously Blitz F25-951 GmbH) Frankfurt Platform company 61.74 2 61.74 May 25 10 CHAPTERS Software Switzerland GmbH Zurich, Switzerland Platform company 100.00 2 100.00 Oct 23 11 Altamount Software GmbH Berlin Platform company 81.50 2 81.50 Jun 24 12 Waterkant Software GmbH Hamburg Platform company 80.00 2 80.00 Sep 24 Indirect participations under NGC CNC Beteiligungen GmbH (No. 3) 13 Direkt CNC-Systeme GmbH Alfdorf Operating company 68.40 3 100.00 May 21 14 ProLogic Computer GmbH Munich Operating company 68.40 3 100.00 Apr 25 pro-rata 15 ProLogic Handelges. mbH Hafnerbach, Austria Operating company 68.40 14 100.00 Apr 25 pro-rata Indirect participations under CHAPTERS Software GmbH (No. 4) 16 Vortex Software GmbH Bochum Platform company 90.00 4 90.00 Jul 19 17 Parity Software GmbH Ditzingen Operating company 90.00 16 100.00 Aug 19 18 GAIN Software GmbH Schönbrunn i. Stgw. Operating company 90.00 16 100.00 Jul 23 19 CSB – Bruns & Börjes GmbH Augustfehn Operating company 90.00 16 100.00 Jan 24 20 Vortex 1 Beteiligungs GmbH Bochum Acquisition company 90.00 16 100.00 Sep 21 21 Corporate Montage Europe GmbH Wiesbaden Operating company 90.00 20 100.00 Sep 21 22 BleTec Software GmbH Roßdorf Operating company 90.00 16 100.00 Dec 20 23 CHAPTERS DACH 1 Beteiligungs GmbH Hamburg Acquisition company 100.00 4 100.00 Dec 21 No. Company Registered office Category Ownership percentage CHAPTERS Group AG Partici- pation via No. Share held by direct parent company Part of the group since Included in cons. fin. statements 2025 Indirect participations under CHAPTERS Software GmbH (No. 4) 24 Condition Integrierte Software- lösungen GmbH Göttingen Operating company 100.00 23 100.00 Jan 23 25 gripsware datentechnik gmbh Röttenbach Operating company 100.00 23 100.00 Dec 19 26 OPAS Software GmbH Strullendorf Operating company 100.00 23 100.00 Dec 20 27 OPAS USA Inc. Wilmington, OH (USA) Operating company 100.00 26 100.00 Jan 26 28 elKom Solutions GmbH Tuttlingen Operating company 100.00 23 100.00 Dec 21 29 rocom GmbH Riedering Operating company 100.00 23 100.00 Dec 23 30 SWH Softwarehaus Heider GmbH Bad Abbach Operating company 100.00 23 100.00 Dec 19 31 Software und Beratung Meinhardt GmbH Eschwege Operating company 91.67 23 91.67 Dec 22 32 Via Unita prima GmbH Stephans- kirchen Acquisition company 80.00 4 80.00 Mar 21 33 DATEX Software GmbH Karlsruhe Operating company 80.00 32 100.00 Apr 21 34 Software24.com GmbH Stephans- kirchen Operating company 80.00 32 100.00 Apr 21 35 WAREHaus GmbH Stephans- kirchen Operating company 80.00 34 100.00 Jun 22 36 Voigt Software und Beratung AG Ilsfeld Operating company 80.00 32 100.00 May 22 37 MWM Software & Beratung GmbH Bonn Operating company 72.00 32 90.00 Jun 23 38 KeyLogic GmbH Eschborn Operating company 80.00 32 100.00 Aug 23 39 Littera Software & Consulting GmbH Hall in Tyrol, Austria Operating company 80.00 32 100.00 Nov 23 40 Littera Software & Consulting GmbH Munich Operating company 80.00 39 100.00 Nov 23 41 Via Unita Software GmbH Stephans- kirchen Platform company 80.00 4 80.00 Feb 25 42 filmwerte Beteiligungs GmbH Stephans- kirchen Acquisition company 80.00 41 100.00 Mar 25 43 filmwerte GmbH Potsdam Operating company 80.00 42 100.00 Nov 24 44 myfilmfriend, Inc Austin, TX (USA) Operating company 80.00 43 100.00 Nov 24 45 Lang Finanzsoftware GmbH Freistadt, Austria Operating company 80.00 41 100.00 Oct 25 pro-rata 46 Via Unita Futura GmbH Stephans- kirchen Acquisition company 80.00 41 100.00 May 26 47 SOLARYS Beteiligungen GmbH Vienna, Austria Acquisition company 100.00 4 100.00 Feb 22 48 Solarys Software GmbH Vienna, Austria Operating company 100.00 47 100.00 Feb 22 / Dec 22 6766 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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No. Company Registered office Category Ownership percentage CHAPTERS Group AG Partici- pation via No. Share held by direct parent company Part of the group since Included in cons. fin. statements 2025 Indirect participations under CHAPTERS Software GmbH (No. 4) 49 Utilities Systems s.r.o. Prague, Czech Republic Operating company 100.00 4 100.00 Apr 23 50 Usys Slovakia, s.r.o. Banská Bystrica, Slovakia Operating company 100.00 49 100.00 Apr 23 51 Teamsware Beteiligungen GmbH Stephans- kirchen Acquisition company 70.00 4 70.00 Jan 23 52 Teamsware GmbH Munich Operating company 70.00 51 100.00 Mar 23 53 OSW 15 Ookam Beteiligungs GmbH Berlin Acquisition company 80.00 4 80.00 Mar 24 54 Divera GmbH Wuppertal Operating company 80.00 53 100.00 Nov 24 55 Ferlynx Software GmbH Bovenden Platform company 90.00 4 90.00 Nov 25 pro-rata Indirect participations under CarMa Holding GmbH (No. 5) 56 CarrierWerke GmbH Walldorf Operating company 80.00 5 100.00 Aug 21 57 LUMi GmbH Frankfurt Operating company 80.00 5 100.00 Nov 21 58 CarMa rental GmbH Frankfurt AssetCo2 80.00 5 100.00 Feb 22 59 Ingenia Glasfaser GmbH Kirchberg an der Jagst Operating company 64.00 5 80.00 Sep 22 60 CarMa networks GmbH Frankfurt AssetCo2 80.00 5 100.00 Apr 23 61 Jobst NET GmbH Amberg Operating company 80.00 60 100.00 Aug 23 62 Glasfaser Direkt GmbH Cologne Operating company 80.00 60 100.00 Aug 23 63 EIFEL-NET GmbH Euskirchen Operating company 80.00 60 100.00 Aug 23 64 codewerke GmbH Heubach Operating company 80.00 5 100.00 Nov 23 Indirect participations under mlog capital SAS (No. 6) 65 GI Informatique Holding SAS Le Bouscat, France Acquisition company 68.00 6 85.00 Dec 23 66 GI Informatique SAS Bouillargu- es, France Operating company 68.00 65 100.00 Jan 24 67 BG Informatique SAS Metz, France Operating company 68.00 65 100.00 Jun 24 68 Cogima Logiciels SAS Pompey, France Operating company 68.00 65 100.00 Apr 25 pro-rata 69 CSWIN Holding SAS Le Bouscat, France Acquisition company 64.00 6 80.00 Dec 23 70 CSWIN SAS Plérin, France Operating company 64.00 69 100.00 Jan 24 71 ACM2J SAS Plérin, France Operating company 64.00 69 100.00 Jan 24 72 MAJELIS Tutelle SAS Bordeaux, France Operating company 64.00 69 100.00 Apr 24 No. Company Registered office Category Ownership percentage CHAPTERS Group AG Partici- pation via No. Share held by direct parent company Part of the group since Included in cons. fin. statements 2025 Indirect participations under mlog capital SAS (No. 6) 73 Equinoxe Holding SAS Le Bouscat, France Acquisition company 48.00 6 60.00 Aug 24 74 Equinoxe Software SAS Gouvieux, France Operating company 48.00 73 100.00 Aug 24 75 Equinoxe Automative SAS Gouvieux, France Operating company 24.00 74 50.00 Aug 24 76 3GWIN Holding SAS Le Bouscat, France Acquisition company 72.00 6 90.00 Oct 24 77 3GWIN SAS Bordeaux, France Operating company 72.00 76 100.00 Oct 24 78 Technocarte Holding SAS Le Bouscat, France Acquisition company 73.60 6 92.00 Dec 24 79 Technocarte SAS Fos sur Mer, France Operating company 73.60 78 100.00 Dec 24 80 Inedee Holding SAS Le Bouscat, France Acquisition company 56.00 6 70.00 Dec 24 81 Inedee SAS3 Colombes, France Operating company 56.00 80 100.00 Jan 25 82 Interconsult SAS Penne-sur- Huveaune, France Operating company 80.00 6 100.00 Jul 25 pro-rata 83 D2L Informatique SAS Bordeaux, France Operating company 80.00 6 100.00 Mar 26 Indirect participations under Lumeira Holding GmbH (No. 9) 84 Lumeira Group GmbH (previously Blitz F25-952 GmbH) Frankfurt Acquisition company 61.74 9 100.00 May 25 pro-rata 85 Fintiba GmbH Frankfurt Operating company 61.74 84 100.00 Dec 21 86 Coracle GmbH Hamburg Operating company 61.74 85 100.00 Dec 24 87 Expatrio Global Services GmbH Berlin Operating company 61.74 84 100.00 May 25 pro-rata 88 Lumeira Invest GmbH (previously 4OS Capital GmbH) Berlin Operating company 61.74 87 100.00 May 25 pro-rata 89 DeGiS gGmbH Berlin Operating company 61.74 87 100.00 May 25 pro-rata Indirect participations under CHAPTERS Software Switzerland GmbH (No. 10) 90 CHSS 1 CHAPTERS Beteiligungs GmbH Zurich, Switzerland Acquisition company 100.00 10 100.00 Sep 24 91 Xplain AG Interlaken, Switzerland Operating company 100.00 90 100.00 Oct 24 92 Xplain Iberica S.L. Madrid, Spain Operating company 100.00 10 100.00 Oct 24 93 Finfox Holding AG Zurich, Switzerland Acquisition company 100.00 90 100.00 May 25 pro-rata 94 Finfox Software and Technology AG Zurich, Switzerland Operating company 100.00 93 100.00 May 25 pro-rata 95 Exito 24h SL Madrid, Spain Operating company 100.00 10 100.00 Nov 25 6968 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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WAIVER OF INCLUSION For one company, inclusion was waived with refer- ence to Section 296 (2) HGB due to the minor significance of its inclusion for the condensed consolidated interim financial statements. HUP Benelux B.V., based in AP Bergschenhoek, Netherlands, is a wholly owned subsidiary of HUP GmbH. HUP Benelux B.V. was not operationally active in fiscal years 2024 and 2025 or in the first half of 2026. The company was also not included in the con- solidated financial statements as of December 31, 2025, and is reported under other participations at its carrying amount of EUR 30.00 thousand (corre- sponding to the proportionate share capital). ASSOCIATED COMPANIES No. Company Registered office Category Ownership percentage CHAPTERS Group AG Partici- pation via No. Share held by direct parent company Part of the group since Included in cons. fin. statements 2025 119 MedNation AG5 Bonn Operating company 22.06 1 21.49 Nov 21 120 TraFin Scout GmbH6 Frankfurt Operating company 33.09 2 33.09 Aug 22 121 Global Heart Beteiligungs- gesellschaft mbH Frankfurt Investment holding 31.38 8 49.50 Aug 22 122 rocom services GmbH Riedering Operating company 50.00 29 50.00 Dec 23 123 KKM Allstars GmbH Hamburg Operating company 49.00 2 49.00 Apr 26 No. Company Registered office Category Ownership percentage CHAPTERS Group AG Partici- pation via No. Share held by direct parent company Part of the group since Included in cons. fin. statements 2025 Indirect participations under Altamount Software GmbH (No. 11) 96 Altamount Beteiligungen 1 GmbH Berlin Acquisition company 81.50 11 100.00 Jun 24 97 GBS Europa GmbH Karlsruhe Operating company 81.50 96 100.00 Jun 24 98 Altamount Beteiligungen 2 GmbH Berlin Acquisition company 81.50 11 100.00 Oct 24 99 Peak Mobility GmbH Berlin Operating company 81.50 98 100.00 Mar 25 pro-rata 100 PEAK MOBILITY sp.z.o.O. Poznan, Poland Operating company 81.50 99 100.00 Mar 25 pro-rata 101 Altamount Beteiligungen 3 GmbH Berlin Acquisition company 48.90 11 60.00 Jan 25 102 Cybersense GmbH Dortmund Operating company 48.90 101 100.00 Jun 25 pro-rata 103 Altamount Beteiligungen 4 GmbH Berlin Acquisition company 81.50 11 100.00 Jan 25 104 Altamount Beteiligungen 5 GmbH Berlin Acquisition company 81.50 11 100.00 Aug 25 105 Somentec Software GmbH Langen Operating company 81.50 104 100.00 Aug 25 pro-rata 106 Altamount Ignite GmbH (previously Altamount Beteiligungen 6 GmbH) Berlin Acquisition company 81.50 11 100.00 Aug 25 107 Altamount Beteiligungen AT 1 GmbH Graz, Austria Acquisition company 81.50 11 100.00 Nov 25 108 Icomedias Holding GmbH Graz, Austria Acquisition company 81.50 107 100.00 Feb 26 109 Icomedias GmbH Graz, Austria Operating company 81.50 108 100.00 Feb 26 Indirect participations under Waterkant Software GmbH (No. 12) 110 Waterkant Software 1 Beteiligungs GmbH Hamburg Acquisition company 80.00 12 100.00 Sep 24 111 Haiberg GmbH (previously HUP GmbH)4 Braun- schweig Operating company 80.00 110 100.00 Sep 24 112 LEO Bytes GmbH Braun- schweig Dormant 80.00 111 100.00 Sep 24 113 Waterkant Software 2 Beteiligungs GmbH Hamburg Acquisition company 80.00 12 100.00 Sep 24 114 Simmeth System GmbH Burghausen Operating company 80.00 113 100.00 Mar 25 pro-rata 115 Waterkant Software 3 Beteiligungs GmbH Hamburg Acquisition company 80.00 12 100.00 Dec 24 116 UniSoft Gesellschaft für Software Engineering mbH Roth Operating company 80.00 115 100.00 Oct 25 pro-rata 117 Waterfüchse Software GmbH Hamburg Acquisition company 72.00 12 90.00 May 25 118 Linear Service GmbH Berlin Operating company 72.00 117 100.00 Jun 25 pro-rata Footnotes to the table p. 66-70 2 Companies own and lease property, plant, and equipment to other subsidiaries within the Group. 3 Effective January 1, 2026, BillJobs SAS was merged into Inedee SAS. 4 Effective January 1, 2026, Haiberg GmbH and AdFlow Systems GmbH were merged into Haiberg GmbH (formerly: HUP GmbH). Footnotes to the table below 5 CHAPTERS Group AG has held shares in MedNation AG (previously Eifelhöhen-Klinik AG) since August 2020. The threshold of 20% was first exceeded in November 2021. 6 CHAPTERS Group AG has held an interest in TraFin Scout GmbH since April 2022. The threshold of 20% was first exceeded in August 2022. 7170 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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CHANGES IN THE SCOPE OF CONSOLIDATION In addition to the companies newly included in the scope of consolidation as shown in the overview above, CHAPTERS Group AG’s indirect interest in the following companies changed in the first half of 2026: No. Company Registered office Category Ownership percentage CHAPTERS Group AG 06/2026 Ownership percentage CHAPTERS Group AG 2025 Partici- pating through No. 11 Altamount Software GmbH Berlin Platform company 81.50 84.50 2 96 Altamount Beteiligungen 1 GmbH Berlin Acquisition company 81.50 84.50 11 97 GBS Europa GmbH Karlsruhe Operating company 81.50 84.50 96 98 Altamount Beteiligungen 2 GmbH Berlin Acquisition company 81.50 84.50 11 99 Peak Mobility GmbH Berlin Operating company 81.50 84.50 98 100 PEAK MOBILITY sp.z.o.O. Poznan, Poland Operating company 81.50 84.50 99 101 Altamount Beteiligungen 3 GmbH Berlin Acquisition company 48.90 50.70 11 102 Cybersense GmbH Dortmund Operating company 48.90 50.70 101 103 Altamount Beteiligungen 4 GmbH Berlin Acquisition company 81.50 84.50 11 104 Altamount Beteiligungen 5 GmbH Berlin Acquisition company 81.50 84.50 11 105 Somentec Software GmbH Langen Operating company 81.50 84.50 104 106 Altamount Ignite GmbH (previously Altamount Beteiligungen 6 GmbH) Berlin Acquisition company 65.20 84.50 11 107 Altamount Beteiligungen AT1 GmbH Graz, Austria Acquisition company 81.50 84.50 11 The following company was deconsolidated in the first half of 2026: Company Registered office Category Ownership percentage CHAPTERS Group AG Participation through company Direct parent company interest Part of the Group until Kältehelden GmbH Hamburg Operating company 49.00 KKM Allstars GmbH 100.00 Apr 26 CAPITAL CONSOLIDATION Capital consolidation for companies acquired directly or indirectly by CHAPTERS Group AG from third parties or newly established is carried out using the acquisition method in accordance with Section 301 HGB. The carrying amount at the direct parent company of the acquired or newly estab- lished entity is offset against the share of the remeasured equity of the subsidiary attributable to these interests. Under the revaluation method applied, the assets, liabilities, prepaid expenses and deferred income, and special items to be rec- ognized are measured at their fair values at the time of their initial inclusion in the consolidated (interim) financial statements. For the revaluation of equity, CHAPTERS Group AG (with the support of Baker Tilly GmbH & Co. KG Wirtschaftsprü- fungsgesellschaft) performed a purchase price allocation. The revalued assets resulting from the purchase price allocation are recognized in the consolidated (interim) financial statements at the level of the respective acquired subsidiary and depreciated or amortized there. A positive difference between the carrying amount at the direct parent company and the revalued equity of the subsidiaries resulting from the pur- chase price allocation is recognized as goodwill in the consolidated (interim) financial statements at the level of the direct parent company and amor- tized there. A negative difference between the carrying amount at the direct parent company and the re- valued equity of the subsidiaries resulting from the purchase price allocation is recognized as a differ- ence from capital consolidation in the consoli dated (interim) financial statements at the level of the di- rect parent company and reported there as an item after equity. The difference from capital consoli- dation is recognized in income over the weighted average remaining useful life of the acquired de- preciable assets. If the acquired assets consist to a significant extent of non-depreciable assets, the treatment of the difference from capital con- solidation is based on the consumption or dis posal of the non-depreciable assets. In this case, the difference from capital consolidation is released to income to the extent that the non-depreciable assets are subject to impairment or are derecog- nized, for example, due to a sale. The valuation is carried out in accordance with Section 301 (2) HGB at the acquisition date of the respective subsidiary. If no interim financial state- ments are prepared at the acquisition date for transactions occurring during the year, said state- ments are derived using the pro rata temporis method. Subsidiaries acquired in the first half of 2026 are included in the consolidated income statement only on a pro rata basis with the results generated since the acquisition date. Where ownership is acquired in stages, the date on which CHAPTERS Group AG obtained control, and the parent-subsidiary relationship was estab- lished is taken as the date of initial capital consol- idation and thus also as the date of the transition from equity accounting to full consolidation. NON-CONTROLLING INTERESTS In the Group structure of CHAPTERS Group AG, minority shareholders hold interests in subsidiaries at several levels. According to Section 307 HGB, an adjustment item equal to the proportionate equity capital is created for the shares in a subsidiary to be included that are held by shareholders outside the Group. In the consolidated income statement, the profits and losses attributable to the other share- holders (including their share of the results from capital consolidation and the related depreciation and amortization) are reported separately, and the adjustment item in equity is updated accordingly. 7372 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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CONSOLIDATION OF LIABILITIES, EXPENSES, AND INCOME, AND ELIMINATION OF INTER- COMPANY RESUL TS Receivables and liabilities, revenues, as well as expenses and income within the consolidated group were eliminated. This includes, in particular, (shareholder) loans existing within the consoli- dated group and the interest incurred on them. No material intercompany profits from transactions between consolidated companies existed. FOREIGN CURRENCY TRANSLATION When translating the financial statements of sub- sidiaries whose functional currency is not the euro, the modified reporting date exchange rate method pursuant to Section 308a HGB is applied. Accord- ing to this method, assets and liabilities are gen- erally translated at the average spot exchange rate on the reporting date. Expenses and income are translated at the average euro exchange rate. Equity items are translated at the historical ex- change rates applicable at the date of initial con- solidation. The resulting currency translation dif- ferences are recognized in equity under reserves in the item “Currency translation difference from revaluation” and remain there without effect on income until the disposal of the foreign operation. SHARES IN ASSOCIATED COMPANIES Shares in associated companies are accounted for using the at-equity method at acquisition cost, adjusted for changes in equity of the associated company since acquisition. Where the associated company prepares consolidated interim financial statements, these are used as the basis; other- wise, the individual financial statements are used. No adjustments are made for accounting and val- uation methods or reporting dates in the relevant financial statements of the associated companies that differ from those of the consolidated interim financial statements. The respective annual result after taxes is taken into account for the result of changes in the equity of associated companies. Profit distributions received are deducted. If the acquisition costs at the time of acquisition differ from the share of equity acquired, the dif- ference is recognized in a reconciliation schedule either as a negative consolidation difference or as goodwill and is amortized or released on a straight- line basis over ten years. It is included in the result from associated companies. If the cumulative loss of the respective company since CHAPTERS Group AG acquired its interest exceeds the carrying amount of the investment, the shares are recog- nized at EUR 1.00 until they are offset by subse- quent earnings of the company. C. Summary of Relevant Accounting and Valuation Methods The condensed consolidated interim financial statements of the CHAPTERS Group are prepared on the basis of the interim financial statements of the fully consolidated subsidiaries and the associ- ated companies included using the equity method. Where the associated company prepares consoli- dated interim financial statements, these are con- sidered. For subsidiaries not domiciled in Germany, material differences between local accounting standards and the HGB are eliminated. The accounting and valuation methods applied are those described in the notes to the audited con- solidated financial statements as of December 31, 2025, unless otherwise stated. Permissible valuation options are exercised uni- formly in the consolidated interim financial state- ments in accordance with Section 308 HGB, irre- spective of their application in the interim financial statements of the companies included in the con- solidated interim financial statements. BREMERHAVEN HEADQUARTERS OF CARMA HOLDING GMBH Photo: stock.adobe.com/Silke Koch 7574 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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D. Notes to the Consolidated Balance Sheet FIXED ASSETS The changes in the individual fixed asset items, as well as the depreciation and amortization for the fiscal year, can be found in the consolidated Fixed Asset Statement attached as an appendix to the condensed Notes to the Consolidated Financial Statements. Shares in associated companies are recognized at their carrying amounts. The carrying amount is adjusted for CHAPTERS Group AG’s (or its direct subsidiaries’) proportionate share of the asso- ciated company’s interim result and for amortiza- tion of goodwill or the reversal of negative consol- idation differences. If the cumulative loss of the respective company since CHAPTERS Group AG acquired its interest exceeds the carrying amount of the investment, the shares are recognized at EUR 1.00 until they are offset by subsequent earn- ings of the company. The difference between the carrying amount (if negative) and the balance sheet value amounts to EUR 618.43 thousand (December 31, 2025: EUR 606. 1 thousand). If off- setting the acquisition cost against the propor- tionate equity of the respective company results in goodwill or a negative consolidation difference (if the acquisition cost is lower than the equity at the acquisition date), this difference is amortized or released to income on a straight-line basis over ten years from the acquisition date. The cumula- tive amortization of goodwill arising in prior years in connection with associated companies amounts to EUR 326.24 thousand, of which EUR 30.34 thou- sand relates to the first half of 2026. As of June 30, 2026, the remaining goodwill amounts to EUR 330. 18 thousand (December 31, 2025: EUR 363.00 thousand). The negative consolidation difference arising in fiscal years 2021 and 2024 amounts to EUR 38.32 thousand as of June 30, 2026, after the release recognized during the fiscal year (Decem- ber 31, 2025: EUR 125.60 thousand). The goodwill identified as part of the purchase price allocation developed as follows during the reporting period: Opening balance as of January 1, 2026 in EUR ‘000 Inflow in the financial year (incl. changes to the scope of consolidation) in EUR ‘000 Disposals during the fiscal year /reclassifications/ currency translation differences in EUR ‘000 Amortization for the financial year in EUR ‘000 Closing balance as of June 30, 2026 in EUR ‘000 From purchase price allocation 401,446.84 20,538.38 104.88 -24, 117.88 397,972.22 From individual financial statements 1,673.38 7.32 -2.57 -290.40 1,387.72 Total 403, 120.22 20,545.70 102.31 -24,408.28 399,359.94 FINISHED GOODS AND PRODUCTS FROM PURCHASE PRICE ALLOCATION The order and contract backlog identified as part of the purchase price allocation developed as follows in the first half of 2026: Opening balance as of 01/01/2026 in EUR ‘000 Additions during the financial year in EUR ‘000 Currency-related changes in EUR ‘000 Reversals during the financial year in EUR ‘000 Closing balance as of 06/30/2026 in EUR ‘000 4,391.94 1,414.77 0.00 -1,666.49 4, 140.22 RECEIVABLES AND OTHER ASSETS Trade accounts receivable amounting to EUR 25,361.33 thousand (December 31, 2025: EUR 22,922. 12 thousand) relate to the operating sub- sidiaries included in the consolidated interim financial statements. Receivables from associated companies amount- ing to EUR 2,628.27 thousand (December 31, 2025: EUR 3,901.97 thousand) relate to loan receivables from minority interests within the Group structure. The interest accrued on these shareholder loans may, at the discretion of the subsidiaries, be either retained or paid. In principle, the subsidiaries plan to pay the interest. The interest receivables are therefore also reported under current assets. SECURITIES The portions of the corporate bond held by the Company amounting to EUR 12, 164.93 thousand (December 31, 2025: EUR 7,315.62 thousand) were reported under financial assets within fixed assets in the previous year. Due to the existing intention to sell, the portions of the corporate bond held by the Company were reclassified as of June 30, 2026, and are now reported under securities within current assets. BANK BALANCES AND CASH ON HAND Cash and cash equivalents amounting to EUR 103,247.53 thousand (December 31, 2025: EUR 106,737.79 thousand) consist predominantly of bank balances. Cash on hand amounts to EUR 19.86 thousand (December 31, 2025: EUR 20.79 thousand). An amount of EUR 49,632.90 thousand ( December 31, 2025: EUR 58,488.25 thousand) relates to the cash and cash equivalents of CHAPTERS Group AG as the parent company, while the cash and cash equivalents at subsidiary level amount to EUR 53,614.63 thousand (December 31, 2025: EUR 48,249.54 thousand). No cash pool- ing arrangements are in place. A detailed analysis of changes in cash and cash equivalents can be found in the Consolidated Cash Flow Statement. ACCRUED AND DEFERRED ITEMS Deferred income items are recognized as part of the preparation of the consolidated half-year financial statements for payments already re- ceived in the first half of 2026 by the operat- ing subsidiaries for services covering the entire fiscal year. These primarily relate to revenues from software maintenance contracts. As of June 30, 2026, deferred income items amount to EUR 32,335.03 thousand (December 31, 2025: EUR 17, 143.49 thousand). The majority of this deferred 7776 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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income will be released to income in the second half of 2026. Accrued items amount to EUR 5,343.02 thousand (December 31, 2025: EUR 2, 132. 12 thousand). Of this, EUR 288.68 thousand (December 31, 2025: EUR 0.00 thousand) relates to expected interest expenses from the amortization of the discount on the corporate bond issued in August 2025 at the level of CHAPTERS Group AG as the parent company. EQUITY The detailed changes in equity are reported in the Consolidated Statement of Changes in Equity. The subscribed capital of CHAPTERS Group AG amounts to EUR 23,842. 15 thousand as of the re- porting date (December 31, 2025: EUR 23,842. 15 thousand) and is divided into 23,842, 152 no-par value bearer shares. The capital reserve amounts to EUR 259,017.98 thousand (December 31, 2025: EUR 259,017.98 thousand). On July 9, 2025, the Annual General Meeting re- solved to increase the Company’s share capital once or several times from EUR 23,457.25 thou- sand by up to nominally EUR 11,728.62 thousand to up to EUR 35, 185.87 thousand (Authorized Capital 2025). In the course of this resolution, the previ- ously existing Authorized Capital 2023/I and 2024/I were cancelled. Following partial utilization in Sep- tember 2025, Authorized Capital as of June 30, 2026, amounts to EUR 11,343.72 thousand. SPECIAL ITEMS The special items amounting to EUR 2,901.57 thousand (December 31, 2025: EUR 1,679. 18 thou- sand) relates to grants received for the expansion of a fibre optic network at a company in the Glasfas- er Direkt Group. The grant received is recognized as a liability and released to income through other operating income over the useful life of the subsi- dized network. The increase results from the com- pletion of a fibre optic network that was acquired in a partially completed state. Upon completion of construction, the grant funding also became due and is recognized accordingly as a liability. PROVISIONS Provisions amounting to EUR 52,652.00 thousand (December 31, 2025: EUR 45,748.33 thousand) are composed as follows: 06/30/2026 in EUR ‘000 12/31/2025 in EUR ‘000 Provisions for pensions and similar obligations 5,731.86 5,818.98 Tax provision 7,995.73 7,814.35 Other provisions 38,924.40 32, 115.00 thereof for annual accounts and audit 831.99 1,053.08 thereof for personnel costs (share-based compensation not included) 10,738.90 2,537.42 thereof for share-based compensation at CHAPTERS Group AG level 13,856.70 13,856.70 thereof vacation accruals 3,238.76 2,866.54 thereof for guarantees 45.80 16.60 thereof for potential additional purchase price payments (earn-outs) 1,860.23 2,280.92 In the 2023 fiscal year, the Company’s Super- visory Board established a virtual share option plan (“ Virtual Share Option Plan” , “VSOP”) for the members of the Management Board. In the 2024 fiscal year, the share option plan was extended to key employees of the Company. Based on the 30-trading-day volume-weighted average price as of June 30, 2026, the option value ranged between EUR 4.29 and EUR 11.88 and was therefore signifi- cantly below the values as of December 31, 2025. In light of the share price performance since June 30, 2026, existing provisions were not reversed. Further information regarding the options can be found under “Compensation of Governing Bodies” . The share options are valued using the Black- Scholes model. Management Board Key Employees Options granted thereof vested as of June 30, 2026 1,000,000 875,000 541,000 162,886 Earliest exercise date 31 December 2026 31 Dec 2027 – 31 Mar 2030 Strike price 22.27 26.03-62.45 Option value per option as of June 30, 2026 11.88 4.29-10.93 LIABILITIES Liabilities totalling EUR 285,865.32 thousand ( December 31, 2025: EUR 270,250.07 thousand) include the corporate bond issued by CHAPTERS Group AG during the 2025 fiscal year in the amount of EUR 82,000.00 thousand (December 31, 2025: EUR 72,000.00 thousand). On July 31, 2025, the Management Board resolved the issuance of a new corporate bond with a maximum volume of EUR 100,000.00 thousand. An initial partial issu- ance of the bond in the amount of EUR 32,000.00 thousand took place on August 8, 2025. A further issuance in the amount of EUR 40,000.00 thou- sand took place on October 20, 2025, and another issuance in the amount of EUR 10,000.00 thousand on April 23, 2026. A term of five years was agreed and no pledges or similar rights were granted. The interest rate amounts to 7%. Amounts owed to credit institutions mainly relate to acquisition loans raised to finance the acquisition of operating subsidiaries. These finan- cings are entered into either at the level of the acquisition companies or at the level of the oper- ating companies themselves. Where the financ- ing was entered into at the level of the acquisition company, it is generally secured either by a pledge of the shares in the operating company by the acquisition company or by a guarantee provided by the operating company in favour of the financ- ing bank. The amount secured by pledged shares totals EUR 77.37 million (December 31, 2025: EUR 78. 15 million). No joint liability exists on the part of other Group companies or CHAPTERS Group AG (“ring- fencing”). In some cases, interest rate hedging transactions were entered into for the 7978 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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loans. The funds are used for the partial repay- ment of shareholder loans provided by CHAPTERS Group AG as the ultimate parent company for the acquisition. Trade payables amounting to EUR 5,484.06 thou- sand (December 31, 2025: EUR 8,029.21 thousand) mainly comprise liabilities for services and goods received at the level of the operating subsidiaries. Other liabilities include seller loans amounting to EUR 61,601.37 thousand (December 31, 2025: EUR 64,516.98 thousand), resulting from the deferral of purchase prices by the sellers in connection with the acquisition of operating companies. Also included are liabilities to minority share- holders amounting to EUR 2,520. 12 thousand ( December 31, 2025: EUR 2,576.57 thousand). The shareholder loans granted by minority share- holders are provided on essentially the same terms as the shareholder loans of CHAPTERS Group AG. The maturities of the liabilities are listed in the following schedule of liabilities: Total in EUR ‘000 Up to 1 year in EUR ‘000 Between 1 and 5 years in EUR ‘000 More than 5 years in EUR ‘000 Bond 06/30/2026 12/31/2025 82,000.00 72,000.00 0.00 0.00 82,000.00 72,000.00 0.00 0.00 Amounts owed to credit institutions 06/30/2026 12/31/2025 121,871.00 111, 188.66 11,715. 10 8,974.24 71,606.90 26,687.44 38,549.00 75,526.99 Advance payments received on orders 06/30/2026 12/31/2025 1,505.46 1,568.43 1,505.46 1,568.43 0.00 0.00 0.00 0.00 Accounts payable 06/30/2026 12/31/2025 5,484.06 8,029.21 5,484.06 8,029.21 0.00 0.00 0.00 0.00 Liabilities to companies in which a participation is held 06/30/2026 12/31/2025 106.38 231. 18 106.38 231. 18 0.00 0.00 0.00 0.00 Other liabilities 06/30/2026 12/31/2025 74,898.42 77,232.59 11,779.08 11,656.62 1,762.40 2,017.96 61,356.94 63,558.01 thereof from seller loans 06/30/2026 12/31/2025 61,601.37 64,516.98 1,002. 15 1,517.58 1,762.40 2,017.96 58,836.82 60,981.44 thereof to minority shareholders 06/30/2026 12/31/2025 2,520. 12 2,576.57 0.00 0.00 0.00 0.00 2,520. 12 2,576.57 thereof from taxes 06/30/2026 12/31/2025 4,803.30 4,523.80 4,803.30 4,523.80 0.00 0.00 0.00 0.00 thereof for social security 06/30/2026 12/31/2025 1,204.04 1,016.09 1,204.04 1,016.09 0.00 0.00 0.00 0.00 Liabilities 06/30/2026 12/31/2025 285,865.32 270,250.07 30,590.08 30,459.68 155,369.30 100,705.39 99,905.94 139,085.00 DEFERRED TAX LIABILITIES The recognized deferred tax liabilities primarily result from the purchase price allocation in the course of preparing the consolidated interim finan- cial statements and developed as follows during the reporting period: Opening balance as of January 1, 2026 in EUR ‘000 Additions/disposals during the fiscal year in EUR ‘000 Reversals during the fiscal year in EUR ‘000 Currency-related changes in EUR ‘000 Closing balance as of June 30, 2026 in EUR ‘000 14,495.25 829.88/0.00 -1,951.48 27.42 13,401.07 Deferred tax assets amounting to EUR 2,228.98 thousand (December 31, 2025: EUR 2,223.09 thou- sand) include EUR 140.00 thousand arising from internally generated intangible assets capitalized in the individual financial statements of a sub- sidiary, which are depreciated for tax purposes in accordance with local regulations. In the consoli- dated interim financial statements, internally gen- erated intangible assets are not capitalized. An amount of EUR 1,295.78 thousand (December 31, 2025: EUR 1,314.87 thousand) of the deferred tax assets results from a lower valuation of property, plant, and equipment under the purchase price allo cation compared with the carrying amount in the separate interim financial statements of the relevant company. CONTINGENT LIABILITIES As of June 30, 2026, contingent liabilities amount- ing to EUR 793.69 thousand (December 31, 2025: EUR 793.32 thousand) exist as a result of a guaran- tee for an earn-out payment (in the amount of EUR 330.00 thousand) and maximum amount guaran- tees assumed for lease and supplier agreements of subsidiaries. Based on the business performance of the subsidiaries, utilization is not expected. 8180 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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E. Notes to the Consolidated Income Statement Due to the Company’s strong acquisition-driven growth, the consolidated half-year financial state- ments include, for comparison purposes, both the income statement as of June 30, 2025, and the income statement as of December 31, 2025. Un- less otherwise stated, the changes shown below refer to the prior-year period from January 1, 2025, to June 30, 2025. REVENUE Revenue is generated primarily from the sale of services as well as software licenses and related maintenance contracts. The revenue is predomi- nantly generated in Germany. Approximately 25% of revenue is generated in other European coun- tries and approximately 4% in the rest of the world. Consolidated revenue totals EUR 105, 117.63 thou- sand (prior-year period: EUR 70,963.65 thousand), of which EUR 51,520.79 thousand relates to the Public Sector segment, EUR 27,551.22 thousand to the Enterprise segment, EUR 25,443.59 thousand to the Financial Technologies segment, and EUR 565.47 thousand to the Other segment. Revenue from holding companies (where not intra-group) amounts to EUR 36.56 thousand (prior-year period: EUR 51.00 thousand). OTHER OPERATING INCOME 01/01/- 06/30/2026 in EUR ‘000 01/01/- 06/30/2025 in EUR ‘000 Ordinary operating income 933. 14 1,243.26 Income from the disposal of and write-ups on fixed assets 2,016.07 14,903.25 Income from the reversal of provisions 353.84 108.77 Income relating to other periods 389.51 215.97 Income from currency translation 54.65 568.01 Other operating income 3,747.21 17,039.26 Ordinary operating income includes income from benefits in kind amounting to EUR 355.57 thou- sand (prior-year period: EUR 335.09 thousand). Income from the disposal of and write-ups on fixed assets includes income from the sale of securi- ties by CHAPTERS Group AG amounting to EUR 190.65 thousand (prior-year period: EUR 3,798.68 thousand), of which EUR 97.59 thousand relates to write-ups (prior-year period: EUR 1, 136.00 thou- sand). Income from the deconsolidation of compa- nies amounts to EUR 1,764.84 thousand, of which EUR 1,342.78 thousand relates to non-cash income resulting from the derecognition of retained loss from prior periods (offset against the derecogni- tion of retained earnings where relevant). DEPRECIATION AND AMORTIZATION 01/01/- 06/30/2026 in EUR ‘000 01/01/- 06/30/2025 in EUR ‘000 Depreciation and amortization of intangible assets and property, plant, and equipment from purchase price allocation -5,268.33 -3, 124.47 Amortization of intangible assets at individual company level -1,019.42 -700.61 Depreciation of property, plant and equipment at individual company level -941.07 -873.64 Amortization of goodwill from consolidation -24, 117.88 -12,014.80 On current assets (to the extent that these exceed the company’s usual depreciation) -0.26 -10.58 Depreciation and amortization -31,346.96 -16,724. 10 OTHER OPERATING EXPENSES 01/01/- 06/30/2026 in EUR ‘000 01/01/- 06/30/2025 in EUR ‘000 Cost of premises -2,414.68 -2,525.82 Insurance/Contributions -606. 17 -750.84 Vehicle costs -1,044.07 -884.52 Advertising and travel costs -2,513.26 -2,758.38 Repairs and maintenance -403.82 -777.63 External services -4,454.76 -2,329.03 Legal and consulting costs -2,791.93 -1,964.95 Costs for bookkeeping and preparation of annual financial statements -1, 111.21 -864.21 License costs -1,618.02 -967.95 Other operating costs -4, 157.84 -4, 184.51 Ordinary operating expenses -21, 115.76 -18,007.86 Expenses from currency translation -79.90 -314.09 Expenses relating to other periods -416.76 -100.00 Losses from the disposal of fixed assets -28. 16 -658.08 Losses from impairments, disposals of current assets, and additions to allowances on receivables -64.48 -5.62 Other operating expenses -21,705.06 -19,085.66 8382 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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RESUL TS FROM ASSOCIATED COMPANIES 01/01/- 06/30/2026 in EUR ‘000 01/01/- 06/30/2025 in EUR ‘000 01/01/- 12/31/2025 in EUR ‘000 Distributions received 0.00 0.00 0.00 Net profit for the year attributable to CHAPTERS Group AG 172.22 227. 15 554.55 Net loss for the year attributable to CHAPTERS Group AG -308.40 -235.00 -128.84 Losses in excess of the carrying amount 291.74 115.64 128.96 Net income used for the reversal of impairment losses 0.00 0.00 0.00 Offsetting of net income against loss carryforwards from prior years 0.00 0.00 0.00 Amortization of goodwill -30.34 -473.63 -61.68 Release of negative consolidation differences 14.78 13.34 27.23 Total result from associated companies 140.01 -352.50 520.22 INCOME FROM OTHER SECURITIES AND LOANS CLASSIFIED AS FINANCIAL ASSETS Income amounting to EUR 85.54 thousand (prior- year period: EUR 123.43 thousand) includes EUR 77.07 thousand in interest on loans granted by CHAPTERS Group AG to companies in which a participation is held. OTHER INTEREST AND SIMILAR INCOME Other interest and similar income totalling EUR 969.81 thousand (prior-year period: EUR 634.90 thousand) mainly results from interest income on demand deposits as well as interest rate hedging transactions. WRITE-DOWNS ON FINANCIAL ASSETS Write-downs on financial assets amounting to EUR 530.82 thousand (prior-year period: EUR 816.81 thousand) consist entirely of impairment losses on securities held by CHAPTERS Group AG as the parent company within the scope of liquidity man- agement. INTEREST AND SIMILAR EXPENSES Interest and similar expenses amount to EUR 10,324.89 thousand (prior-year period: EUR 6,047.80 thousand) and comprise interest ex- penses at the level of CHAPTERS Group AG as the parent company amounting to EUR 2,653.96 thousand (prior-year period: EUR 415.05 thou- sand) and interest expenses at the level of the subsidiaries amounting to EUR 7,670.93 thousand (prior- year period: EUR 5,632.75 thousand). The interest expenses at the level of CHAPTERS Group AG relate entirely to interest expenses on the corporate bond. At the subsidiary level, interest expenses mainly relate to acquisition loans raised by the companies to (re)finance the acquisition of companies, with a smaller portion attributable to interest payable to minority shareholders. TAXES ON INCOME AND EARNINGS Taxes on income and earnings are paid at the level of the individual companies. Income tax groups regularly exist between the acquisition company and the operating company in which it has a direct stake. No other income tax group relationships exist, meaning that losses from other Group com- panies cannot be offset. Taxes on income and earnings were determined by applying the income tax rate expected for the full year to the pre-tax result of the interim financial statements of each individual company. INCOME ATTRIBUTABLE TO OTHER SHARE- HOLDERS The loss attributable to other shareholders amounting to EUR 10,287.55 thousand (prior-year period: EUR 1,763.62 thousand) is presented net of shares in profits and losses. The share of profit attributable to other shareholders amounts to EUR 1,205.76 thousand (prior-year period: EUR 3,649.90 thousand) and is offset by a loss share of EUR 11,493.31 thousand (prior-year period: EUR 5,413.52 thousand). BOCHUM HEADQUARTERS OF VORTEX SOFTWARE GMBH Photo: stock,adobe,com/Tupungato 84 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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F . Other Information EMPLOYEES The average number of employees in the first half of 2026 was 1,312 (prior year: 1,253). For compa- nies that became part of the consolidated group in the 2026 fiscal year, employees are included on a pro rata basis for the period during which the company was part of the Group. Managing directors and, in the case of CHAPTERS Group AG, members of the Management Board are not in- cluded in the calculation of this figure. The average number of employees is distributed as shown in the following overview. With the exception of CHAPTERS Group AG, the reported employee figures also include employees of the companies in which the listed entities hold a majority interest. 06/2026 12/2025 CHAPTERS Group AG 23 16 CHAPTERS Software GmbH 416 386 NGC CNC Beteiligungen GmbH 52 42 Lumeira Holding GmbH (previously: Blitz F25-951 GmbH) 113 139 Altamount Software GmbH 344 172 mlog Capital SAS 110 101 CarMa Holding GmbH 24 26 Waterkant Software GmbH 131 119 CHAPTERS Switzerland Software GmbH 77 77 Companies that are no longer part of the Group as of June 30, 2026 22 175 Total 1,312 1,253 OTHER FINANCIAL COMMITMENTS As of the reporting date, other financial commit- ments from rental and lease agreements amount to EUR 10,964.55 thousand (December 31, 2025: EUR 12,236.73 thousand). G. Supplementary Report Between June 30, 2026, and the preparation of the consolidated interim financial statements, the subsidiaries of CHAPTERS Group AG acquired interests in four additional companies—two based in Germany, one in France, and one in Italy. Two of these transactions were bolt-on acquisitions that complement the customer and product portfolios of existing Group companies. The total investment volume for the transactions mentioned above amounts to approximately EUR 17.3 million, funded from the equity of CHAPTERS Group AG and its subsidiaries. In addition, purchase agreements for another company based in Slovenia have already been signed. Closing remains subject to approval by the competent government authority. The invest- ment volume for this transaction amounts to approximately EUR 14 million. In July 2026, the Company resolved to carry out a capital increase by cash contribution utiliz- ing Authorized Capital through the issuance of 1,521,938 new shares. The capital increase was carried out by way of a private placement at a price of EUR 42.00 per share. The Company received total proceeds of EUR 63.9 million. Following reg- istration, the Company’s share capital amounts to EUR 25,364.09 thousand. An amount of EUR 27.8 million was invested in Global Heart Beteiligungsgesellschaft mbH in the form of preferred equity, which in turn used the funds for a capital increase at Frankfurt Interna- tional Bank AG. In addition, CHAPTERS Group AG sold treasury- held portions of the corporate bond (25/30) with a nominal amount of EUR 4.0 million on the market. Hamburg, October 06, 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jan-Hendrik Mohr Marlene Carl CEO CFO 8786 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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Group fixed asset schedule as of June 30, 2026 Acquisition and manufacturing costs 01/01/2026 in EUR ‘000 Additions in EUR ‘000 Transfers in EUR ‘000 Disposals in EUR ‘000 Effects from currency translation in EUR ‘000 Consolidation- related changes in EUR ‘000 06/30/2026 in EUR ‘000 I. Intangible assets 555,508.00 23,017.42 0.00 -6.90 170.69 -225.89 578,463.55 1. Acquired concessions, industrial property rights, and similar rights and values thereof from purchase price allocation 85,640. 16 62,470.87 2,296.09 1,983. 19 0.00 0.00 -6.90 0.00 62.57 63. 11 89.39 0.00 88,081.31 64,517. 17 2. Goodwill thereof from consolidation 469,633.81 463,336.03 20,625.44 20,625.44 0.00 0.00 0.00 0.00 108. 12 111.71 -120.30 -127.62 490,247.29 483,945.78 3. Payments on account 234.03 95.90 0.00 0.00 0.00 -194.98 134.95 II. Property, plant and equipment 24,208. 12 980.28 0.00 -311.80 7.85 -97.67 24,786.69 1. Land and buildings 1,244.36 14.02 0.00 0.00 0.74 -72.44 1, 186.68 2. Technical equipment and machinery 1,737.60 402. 17 22. 11 -7. 10 0.00 0.00 2, 154.70 3. Other fixtures and fittings, operating and office equipment 17,603.78 517.08 -22. 11 -304.05 7.1 1 -25.23 17,776.59 4. Payments on account and assets under construction 3,622.37 47.00 0.00 -0.65 0.00 0.00 3,668.73 III. Financial assets 50,362.73 10,574.97 -7,315.62 -1,716.23 0.05 -38.42 51,867.48 1. Shares in associated companies 21,723.65 1,914.74 0.00 -201.40 0.00 0.00 23,436.99 2. Loans to associated companies 1,755.00 2, 150.00 0.00 -1,055.00 0.00 0.00 2,850.00 3. Other participations 1,747.34 1,828. 16 0.00 0.00 0.00 0.00 3,575.50 4. Securities held as fixed assets 17,625.52 85.54 8.87 -459.83 0.05 -38.42 17,221.73 5. Portions of the corporate bond held by the Company 7,315.62 0.00 7,315.62 0.00 0.00 0.00 0.00 6. Other loans 195.60 4,596.53 -8.87 0.00 0.00 0.00 4,783.25 Total fixed assets 630,079.07 34,572.67 -7,315.62 -2,034.93 178.59 -361.98 655, 117.72 Depreciation Carrying value 01/01/2026 in EUR ‘000 Additions in EUR ‘000 Disposals in EUR ‘000 Transfers in EUR ‘000 Effects from currency translation in EUR ‘000 Consoli- dation- related changes in EUR ‘000 06/30/2026 in EUR ‘000 Effects from write-ups, interest income, and results from associated companies (net) in EUR ‘000 06/30/2026 in EUR ‘000 12/31/2025 in EUR ‘000 From previous years In the financial year I. Intangible assets -100,762.51 -30,462. 10 6.90 0.00 -13.06 -43.56 -131,273.85 447, 189.92 454,745.72 1. Acquired concessions, industrial property rights, and similar rights and values thereof from purchase price allocation -34,248.70 -15,348.98 -6,053.81 -5,324.79 6.90 0.00 0.00 0.00 -6.77 -6.78 -83.90 0.00 -40,386.28 -20,680.56 47,695.03 43,836.61 51,391.47 47, 121.89 2. Goodwill thereof from consolidation -66,513.82 -61,889.41 -24,408.28 -24, 117.88 0.00 0.00 0.00 0.00 -6.29 -6.83 40.34 40.34 -90,887.57 -85,973.78 399,359.94 397,972.22 403, 120.22 401,446.84 3. Payments on account 0.00 0.00 0.00 0.00 0.00 0.00 0.00 134.95 234.03 II. Property, plant and equipment -13,900.53 -884.60 258. 16 0.00 -3.64 -39.45 -14,570.07 10,217. 17 10,307.85 1. Land and buildings -525.62 -4.32 0.00 0.00 -0. 12 29.97 -500.09 686.59 718.75 2. Technical equipment and machinery -766.35 -131.01 6.42 -8.47 0.00 0.00 -899.41 1,255.48 971.26 3. Other fixtures and fittings, operating and office equipment -12,608.57 -749.27 251.75 8.47 -3.52 -69.42 -13, 170.57 4,606.37 4,995.47 4. Payments on account and assets under construction 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3,668.73 3,622.37 III. Financial assets -4,602.32 -530.82 0.00 0.00 0.00 0.00 -5, 133. 14 -316.43 423.95 46,841.86 45,443.98 1. Shares in associated companies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -318.98 326.26 23,444.37 21,404.67 2. Loans to associated companies -700.00 0.00 0.00 0.00 0.00 0.00 -700.00 0.00 0.00 2, 150.00 1,055.00 3. Other participations -1, 122.34 0.00 0.00 0.00 0.00 0.00 -1, 122.34 0.00 0.00 2,453. 16 624.99 4. Securities held as fixed assets -2,779.98 -530.82 0.00 0.00 0.00 0.00 -3,310.80 0.00 97.59 14,008.53 14,845.55 5. Portions of the corporate bond held by the Company 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 7,315.62 6. Other loans 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.55 0.00 4,785.80 198. 15 Total fixed assets -119,265.37 -31,877.52 265.06 0.78 -16.70 -83.01 -150,977.06 -316.43 423.95 504,248.94 510,497.54 8988 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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Condensed Interim Financial Statements CHAPTERS GROUP AG — BALANCE SHEET AS OF JUNE 30, 2026 06/30/2026 in EUR MM 12/31/2025 in EUR MM Fixed Assets 298.75 294.80 Intangible assets 0.05 0.06 Tangible assets 0.03 0.02 Financial assets 298.67 294.72 Shares in affiliated companies 130.07 130.07 Loans to affiliated companies and participations 147.55 140.28 Participations 2.72 2.64 Other loans 4.71 0.00 Securities 13.61 14.40 Own holdings in corporate bond 0.00 7.32 Current assets 92.47 83.79 Accounts receivable and other assets 30.68 25.31 Own holdings in corporate bond 12. 16 0.00 Cash on hand, balances with banks 49.63 58.49 Accrued items 0.65 0.07 Total assets 391.88 378.67 06/30/2026 in EUR MM 12/31/2025 in EUR MM Equity 288.21 286.37 Subscribed capital 23.84 23.84 Capital reserve 259.02 259.02 Retained earnings 5.35 3.51 Provisions 18.48 17.45 Tax provisions 3.05 2. 19 Other provisions thereof for share-based compensation 15.43 13.86 15.26 13.86 Liabilities 85. 19 74.84 Bond 82.00 72.00 Trade accounts payable 0.36 0.03 Other liabilities 2.84 2.81 Total liabilities 391.88 378.67 CHAPTERS GROUP AG — PROFIT AND LOSS STATEMENT AS OF JUNE 30, 2026 01/01/- 06/30/2026 in EUR MM 01/01/- 06/30/2025 in EUR MM 01/01/- 12/31/2025 in EUR MM Revenue 0.66 1.41 2.20 Other operating income 0.68 3.81 11.79 Personnel expenses -1.52 -12.27 -12.70 Depreciation -0.02 -0.01 -0.03 Other operating expenses -2.68 -2.68 -6.20 Income from securities and loans classified as financial assets 0.09 0.05 0.22 Other interest and simikar income 8.80 7.1 3 15. 16 Depreciation on financial assets and securities held as current assets -0.53 -0.82 -1.24 Interest and similar expenses -2.65 -0.42 -1.85 Income taxes -1.00 -0.07 -0.87 Net income/loss 1.83 -3.84 6.48 Profit/loss carried forward 3.51 -2.97 -2.97 Retained earnings 5.35 -6.81 3.51 Review Certificate to CHAPTERS Group AG We have reviewed the condensed consolidated interim financial statements—consisting of the con- solidated income statement, consoli dated balance sheet, consolidated statement of changes in equity, consolidated cash flow statement and condensed notes to the consolidated financial statements— and the interim group management report of CHAPTERS Group AG, Hamburg, for the period from January 1, 2026 to June 30, 2026. The preparation of the condensed consolidated interim financial statements and the interim group management report in accordance with the provisions of the “General Terms and Conditions of Deutsche Börse AG for the Open Market of the Frankfurt Stock Exchange” and German commercial law is the responsibility of the Company’s legal represen- tatives. Our responsibility is to issue a certificate on the condensed interim consolidated financial statements and the interim group management report based on our review. We conducted our review of the condensed con- solidated interim financial statements and the interim group management report in accordance with the German principles for the review of finan- cial statements established by the Institute of Public Auditors in Germany (IDW). According to these principles, the review is to be planned and performed in such a way that, based on critical assessment and with a certain level of assurance, we can exclude the possibility that the condensed interim consolidated financial statements and the interim group management report have not been prepared, in all material respects, in accor- dance with the provisions of the “General Terms and Conditions of Deutsche Börse AG for the Open Market of the Frankfurt Stock Exchange” and German commercial law. A review is primarily lim- ited to inquiries of the Company’s employees and analytical assessments and therefore does not provide the assurance obtainable from an audit. As we have not performed an audit in accordance with our engagement, we cannot issue an audit opinion. Based on our review, we are not aware of any mat- ters that cause us to believe that the condensed consolidated interim financial statements and the interim group management report have not been prepared, in all material respects, in accor- dance with the provisions of the “General Terms and Conditions of Deutsche Börse AG for the Open Market of the Frankfurt Stock Exchange” and German commercial law. Hamburg, October 06, 2026 BDO AG Wirtschaftsprüfungsgesellschaft signed Härle signed Ramm Certified accountant Certified accountant 9190 CHAPTERS Group AG – Interim Report 2026 | Financial Statements
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