Sartorius Stedim Biotech

Universal Registration
Document 2023
Including the Annual
Financial ReportKey Figures2023

Δ in %

2022

2021

2020

2019

Order intake1

2,476.1-25.3

3,314.8

3,664.4

2,381.0

1,543.5

Sales revenue

2,775.5-20.5

3,492.7

2,887.0

1,910.1

1,440.6

Underlying EBITDA2, 3

785.4

-35.7

1,221.4

1,033.4

604.7

421.5

Underlying EBITDA2, 3 as % of sales revenue

28.3-6.7pp

35.0

35.8

31.7

29.3

Net profit after non-controlling interest

309.7

-64.6

876.1

414.4

335.9

234.5

Underlying net profit after non-controlling interest4

385.9

-51.6

796.6

687.8

383.8

263.0

Research and development costs

129.5

-2.2

132.4

110.5

84.5

79.2

All figures are stated in millions of € according
to IFRS, unless otherwise specified
Order intake, sales revenue, and earnings

Financial data per share
Earnings per share (in €)

3.36

-64.6

9.51

4.50

3.64

2.54

Earnings per share (in €) 4

4.19

-51.6

8.64

7.46

4.16

2.85

Dividend per share (in €)

0.695

-52.1

1.44

1.26

0.68

0.34

Balance sheet total

7,739.9

52.8

5,065.4

3,951.1

2,856.7

1,845.4

Equity2,673.2

6.3

2,514.2

1,733.2

1,461.0

1,188.9

34.5-15.1pp

49.6

43.9

51.1

64.4

Capital expenditures as % of sales revenue

17.1

4.8pp

12.3

11.2

8.3

9.4

Depreciation and amortization

237.6

32.1

179.9

141.5

100.3

72.8

Balance sheet

Equity ratio (in %)6
Financials

Cash flow from operating activities7
Net debt8

746.4

21.9

612.3

701.9

416.9

310.1

3,565.2

246.6

1,028.6

401.9

527.3

110.4

0.8

0.4

0.8

0.3

11,934

10,409

7,566

6,223

4.5

Ratio of net debt to underlying EBITDA2, 3, 9
Total number of employees as of December 31

10,662-10.7

1 All customer orders contractually concluded and booked during the respective reporting period.
2 Earnings before interest, taxes, depreciation, and amortization and adjusted for extraordinary items.
3 For more information on EBITDA, net profit, and the underlying presentation, please refer to the Group Business Development chapter andto the Glossary.
4 Profit for the period after non-controlling interest, adjusted for extraordinary items and amortization, as well as based on the normalized financial
result and the normalized tax rate.
5 Amount suggested by the Board of Directors (Conseil d’administration) and subject to approval by the Annual General Shareholders’ Meeting.
6 Equity in relation to the balance sheet total.
7 Interest received are reported under cash flows from operating activities since fiscal 2022. The prior year figure was restated accordingly.
8 The net debt excludes the liability for the remaining purchase price for acquisitions; 2023: €80.6 million, 2022: €245.1 million,
2021: €518.7 million, 2020: €127.8 million, 2019: €72.5 million.
9 Quotient of net debt and underlying EBITDA over the past 12 months, including the pro forma amount contributed by acquisitions for this period.

Sartorius Stedim Biotech Share in Comparison to the CAC Large 60 (Indexed)
800
600
400
200
0
2019

Sartorius Stedim Biotech

CAC Large 60

2023

25+

Sites in more than 25 countries,
headquartered in Aubagne, France>10,600

Employees~17%

Sales CAGR 2013–2023~90%

Sales share with life
science customers+5.3ppChange in underlying
EBITDA margin 2013–2023~€22.1bn

Sartorius Stedim Biotech S.A.
market capitalization; listed on
the CAC Large 60

Underlying = excluding extraordinary items

Strong Presence in All Major Biopharma Markets

38% 18%23% 13%

Americas

Sales revenue
Employees

Asia | Pacific

39% 69%EMEA

Innovative Solutions for Better Medications
With its pioneering spirit and a profound understanding of customer requirements, Sartorius Stedim
Biotech has evolved into a key partner for biopharmaceutical research and the industry. Our goal is
to make complex and expensive development of biotech medicines and their production safer andmore efficient. We cover the entire value-added chain of the biopharmaceutical industry and help
with our products and services to ensure that novel therapies and vaccines reach the market fasterand are accessible to more people worldwide.
See page 18, Sartorius Stedim Biotech Group at a glance

MissionAt Sartorius Stedim Biotech, we empowerengineers to simplify and accelerate progress in bioprocessing. In this way, we enable new and better pharmaceuticals to be
manufactured and help keep medications
affordable.

VisionWe are a magnet and dynamic platform forpioneers and leading experts in our field. We
bring creative minds together for a common
goal: technological breakthroughs thatlead to better health for more people.

Sartorius Stedim Biotech

Universal Registration Document 2023

Universal Registration Document 2023

This Universal Registration Document has been filed on February 15, 2024, with the AMF, as competentauthority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation.
The Universal Registration Document may be used for the purposes of an offer to the public of securities oradmission of securities to trading on a regulated market if completed by a securities note and, if applicable, asummary and any amendments to the Universal Registration Document. The whole is approved by the AMF
in accordance with Regulation (EU) 2017/1129.
Pursuant to Article 19 of Regulation (EU) n°2017/1129, the following information is incorporated by referencein the present Universal Registration Document:▪ The year 2022 consolidated financial statements of Sartorius Stedim Biotech prepared using IFRS
as adopted by the European Union and the report of the statutory auditors relating to thesestatements, and the Group 2022 management report appearing on pages 125 to 188 and 17 to 72,
respectively, of the Universal Registration Document filed with the Autorité des Marchés
Financiers on February 16, 2023, under the number D.23 - 0040.
▪ The year 2021 consolidated financial statements of Sartorius Stedim Biotech prepared using IFRS
as adopted by the European Union and the report of the statutory auditors relating to thesestatements, and the Group 2021 management report appearing on pages 118 to 180 and 17 to 70,
respectively, of the Universal Registration Document filed with the Autorité des Marchés
Financiers on February 17, 2022, under the number D.22– 0039.
The sections of these documents not incorporated by reference either are not of interest to an investor, or arecovered in another part of this Universal Registration Document.

Copies of the present Universal Registration Document can be obtained from the following:▪ Sartorius Stedim Biotech S.A. - Z.I. Les Paluds - Avenue de Jouques CS 91051 - 13781 Aubagne
Cedex▪ Group website: www.sartorius.com▪ Autorité des Marchés Financiers website: www.amf-france.org

5Sartorius Stedim Biotech

Contents

Contents
1.
To Our Shareholders
1.1. Joint report of the Chairman and CEO
1.2. Board of Directors
1.3. Sartorius Stedim Biotech Shares

7
8
10
12

2.
Management Report17
2.1. Structure and Management of the Group 18
2.2. Business Model, Strategy and Goals
21
2.3. Sector Conditions
27
2.4. Group Business Development
30
2.5. Net Worth and Financial Position
36
2.6. Products and Sales
41
2.7. Sustainability
43
2.8. Risk Management Organization
49
2.9. Internal Control Procedures
61
2.10. Forecast Report
66
2.11. Financial Statements of the Parent
Company Sartorius Stedim Biotech S.A.
as of December 31, 2023

69

3. Corporate Governance3.1. The Board of Directors and its

81

Committees
3.2. Shareholders' Meeting
3.3. Delegation granted for increase incapital by the Shareholders' meeting
to the Board of Directors
3.4. Remuneration of the Members of
the Board and of the Executive
Corporate Officers
3.5. Independent Auditors' Fees

82
114

116

118
133

4.

Consolidated Financial
Statements and Notes
4.1. Statement of Profit or Loss andOther Comprehensive Income
4.2. Statement of Financial Position
4.3. Statement of Cash Flows
4.4. Statement of Changes in Equity
4.5. Notes to the Financial Statements
4.6. Notes to the Statement ofProfit or Loss
4.7. Notes to the Individual Balance
Sheet Items
4.8. Other Disclosures
4.9. Statutory Auditors' Report on theConsolidated Financial Statements
5.

Annual Financial Statements
and Notes
5.1. Annual Financial Statements
5.2. Statutory Auditors’ Report on
the Financial Statements

135
136
138
139
140
141
155
161
192
195

201
202
215

6. Supplementary Information
220
6.1. Other Information of a Legal Nature221
6.2. Other Information on the Assets,
Financial Position and Results
for the Group235
6.3. Special Report of the Statutory
Auditors on Related Party Agreements 236
6.4. Information on the URD
and the Annual Financial Report
238
6.5. Glossary
242
6.6. Financial Schedule
246

This is a translation into English of the (Universal) Registration
Document of the company issued in French, and it is available
on the website of the issuer

6

To Our Shareholders

01

Sartorius Stedim Biotech

To Our Shareholders 1.1 Joint report of the Chairman and CEO

1.1 Joint report of the Chairman and CEO
Dear Shareholders and Business Partners,
A challenging year lies behind the life science industry. Following three years of extraordinary and partiallyunsustainable growth due to the coronavirus pandemic, 2023 was characterized by an overall expected
normalization of demand for the entire sector, including Sartorius Stedim Biotech. In addition, geopoliticaltensions have had a growing impact on business in recent years.
Accordingly, in 2023, sales revenue of the Sartorius Stedim Biotech Group declined by 18.7% in constantcurrencies and stood at 2.8 billion euros; compared to 2019, the last year before the pandemic, however, thiscorresponds to an increase of 97 percent. The underlying EBITDA margin of 28.3 percent was below the highlevel of the previous year but remained on a robust and healthy level. The development was primarily due tothe after-effects of the coronavirus pandemic, in particular the longer-than-expected reduction of customer
inventories and relatively low production levels, but also to the discontinued business with Russian customers
and an overall muted investment activity, primarily among customers in China and the USA. However, since
the end of the third quarter, business has been picking up, with order intake exceeding sales levels in the fourth
quarter, and we expect this trend to gradually gain traction over the course of the year 2024.
After creating many new jobs at our sites around the world to meet the demand for our urgently needed
products during the pandemic, we have adjusted our headcount from around 11,900 a year ago to 10,700 by
the end of December 2023, in line with our business development. The reduction resulted primarily from theexpiry of fixed-term employment contracts and regular attrition. In view of the sales development, we havealso systematically reduced costs in other areas and postponed some investments.
The demand normalization in the biopharmaceutical industry has had an impact on the capital market
valuations in the life science tools sector and also on the Sartorius Stedim Biotech share price. After years ofstrong increases, the share closed the year at a price of 239.50 euros, which corresponds to a decline of about
21 percent. To put this into perspective, including the decline in 2023, the market capitalization of Sartorius
Stedim Biotech has increased more than 11-fold over the past ten years.
After four years that were dominated by extraordinary effects, we expect to now enter a phase that will be morestrongly characterized by fundamental, very positive growth drivers. By 2050, the world's population will growto more than 9.5 billion people, about 1.6 billion of whom will be over the age of 65 and have increased needfor medical care. Biopharmaceuticals, based on established concepts such as monoclonal antibodies to the
new approaches in cell and gene therapy, promise to improve people's lives and fight diseases that are not yet
curable or treatable. Innovative technologies are vital in making biopharmaceutical development andproduction more efficient and bringing these promising approaches to life faster.
Our broad product portfolio, ranging from bioreactors to critical cell culture media and reagents, helps
customers to bring new therapeutics to the market faster and to manufacture them more cost efficiently.
Through a series of acquisitions over the past years, we have combined key technologies for the cell and genetherapy segment and created a comprehensive technology platform for the particularly dynamic segment ofcell and gene therapies. Last year, we added the most important building block with the acquisition of Polyplus.
Its transfection reagents are key to the efficient production of viral vectors used in many of these newtherapies.
Start

8

Sartorius Stedim Biotech

To Our Shareholders 1.1 Joint report of the Chairman and CEO

Furthermore, we continued our long-term investment program as part of our growth strategy, including the
expansion of our capacities at sites in Europe and the United States and the start of construction of a new
facility in South Korea, and thereby also investing in resilience in the face of geopolitical uncertainties.
Given the robust market trends, our latest acquisitions, and our investments, we are very well positioned tocontinue to grow profitably in the long term. Based on the demand recovery since the end of the third quarterof 2023 and the market outlook forecast by industry observers, we anticipate Group sales revenue to increaseby a mid to high single-digit percentage range, while the underlying EBITDA margin is expected to rise to morethan 30 percent. In the current year, we will put special focus on efficiency gains and strong cash generation
to rapidly run down the elevated debt leverage following the Polyplus acquisition. At the beginning of
February 2024, we accelerated this deleveraging and created additional strategic flexibility through an equity
raise of Sartorius Stedim Biotech S.A. by in total 1,200 million euros in which the majority shareholder Sartorius
AG participated by a third.
Moreover, we have set ourselves a new medium-term ambition: For the five-year period to 2028, Sartorius
Stedim Biotech expects average annual growth in the low- to mid-teens percentage range, with theunderlying EBITDA margin reaching around 35 percent in 2028.
Last year’s challenges were different from the pandemic, but no less demanding. Our employees once again
went the extra mile and achieved extraordinary successes. On behalf of the entire Board of Directors, I would
like to thank each and every one of them for their outstanding efforts over the past year. Special thanks go to
the teams who kept our production and deliveries to our customers going in exceptional situations - forexample at the Beit Haemek site in Israel.
And we want to particularly thank you, our valued customers, business partners, and shareholders, for the trust
you have placed in us for many years. We are confident that we can continue our long-term, successful path
together and would be delighted if you accompanied us in 2024 and beyond.
Sincerely,

Joachim Kreuzburg

René Fáber

Chairman

CEO

Start

9

Sartorius

Board of Directors

Lagebericht Ü1 Prognosebericht Ü2

1

To Our Shareholders 1 .2 Board of Directors

Sartorius Stedim Biotech

1.2 Board of Directors
The Board of Sartorius Stedim Biotech is the central management and supervisory entity of the company,
and it is composed of eight members. The directors are appointed for a three-year term.

Joachim Kreuzburg
Chairman

René Fáber
CEO

PascaleRomaineBoissel
Fernandes

Susan Dexter

Romaine Fernandes

Anne-Marie Graffin

Lothar Kappich

Henri Riey

Start

11

Sartorius Stedim Biotech

To Our Shareholders 1.3 Sartorius Stedim Biotech Shares

1.3 Sartorius Stedim Biotech Shares
Facts about the Share 1
ISIN
Liquidity provider

FR0013154002
Kepler Cheuvreux

Stock exchangeEuronext Paris

Market segment

Local Securities - Compartment A (Large Caps)

Indexes

SBF 120; CAC Next 20; CAC Large 60; CAC All-Tradable; CAC All Shares; CAC Healthcare;
STOXX Europe 600; MSCI France

Number of shares
thereof Sartorius AG
thereof free float
Voting rights

92,180,190
73.6%
26.4%
160,432,470

thereof Sartorius AG

84.6%

thereof free float

15.4%

1 As of December 31, 2023.

Global Stock Markets with Positive Performance
In 2023, international stock markets recorded price increases despite declining economic momentum andrising bond yields. Falling inflation rates and the associated expectations by market players of a reverse ininterest rates had a positive impact on stock market sentiment. In addition, the U.S. economy in particular was
more robust than originally expected, meaning that a recession was regarded as increasingly unlikely. Against
this backdrop, the Dow Jones ended the reporting year at 37,690 points and up 13.7%. The MSCI Europe
closed out the year approximately 11.2% higher at 1,917 points. The French benchmark indexes CAC 40 and the
CAC Large 60, the latter which includes the Sartorius Stedim Biotech shares, also rose by 16.5% to 7,543 points
and 16.1% to 8,139 points respectively.

Price of Sartorius Stedim Biotech Shares Decline
The performance of the Sartorius Stedim Biotech share was affected in 2023 by the temporarily dampened
growth prospects. In view of post-pandemic inventory reductions by customers taking longer than expected
and a delayed demand recovery, the financial forecast had to be lowered twice. The general market weakness
also dampened business development for the other leading manufacturers of bioprocess technology andlaboratory instruments, meaning that share price development for companies in the life science sector was
below average compared with the market as a whole. Against this backdrop, the Sartorius Stedim Biotech
share closed the 2023 stock market year at €239.50 – down 20.8% year over year.

Start

12

Sartorius Stedim Biotech

To Our Shareholders 1.3 Sartorius Stedim Biotech Shares

Sartorius Stedim Biotech Share in €January 1, 2019 to December 31, 2023

600
450

300
150
0
2019

2020

2021

2022

2023

Sartorius Stedim Biotech ShareSartorius Stedim Biotech Share in Comparison to the CAC Large 60 and MSCI Europe Index (indexed)
January 1, 2023 to December 31, 2023

125
100
75
50

25
January
Sartorius Stedim Biotech Share

March

June
CAC Large 60

September

December
MSCI Europe Index

Start

13

Sartorius Stedim Biotech

To Our Shareholders 1.3 Sartorius Stedim Biotech Shares

Investor Relations Activities
Sartorius Stedim Biotech’s investor relations (IR) activities follow the objective of making the current andfuture development of the company transparent for its stakeholders and other interested parties. To achieve
this objective, the company maintains an ongoing, open dialog with shareholders, potential investors, andfinancial analysts.
Besides providing quarterly, first-half, and annual reports, we inform the capital market and the interested
public at quarterly teleconferences and in regularly published press releases about the current developmentof the business and other material events at the company. Additionally, Group management and the IR teamcommunicated with capital market participants at conferences and road shows. Two virtual capital market
tutorials were also held during the reporting year, in which the Group provided participants with in-depth
information on specific product areas and the topic of sustainability.
All information and publications relating to our company and its shares are provided on our website atwww.sartorius.com.

Analysts
The recommendations of financial analysts serve as a foundation for the decisions of private and institutional
investors when investing in shares. Currently, 17 institutions regularly prepare reports and updates on Sartorius
Stedim Biotech shares.
Research Coverage
Date

Institute

Price target in €Recommendation

Jan. 25, 2024

Bernstein271.00

Buy

Jan. 24, 2024

Intron Health165.00

Sell

Jan. 23, 2024

ODDO BHF

205.00Hold

Jan. 16, 2024

Morgan Stanley

250.00Hold

Jan. 15, 2024

UBS

260.00Hold

Jan. 10, 2024

HSBC

330.00

Buy

Jan. 9, 2024

Société Générale

188.00

Sell

Jan. 2, 2024

JP Morgan

280.00Buy

Dec. 20, 2023

Barclays210.00Hold

Dec. 19, 2023

AlphaValue

282.00Buy

Dec. 12, 2023

Jefferies

240.00Buy

Nov. 28, 2023

CIC Market Solutions

203.00Hold

Nov. 16, 2023

Morningstar

240.00-Nov. 13, 2023

Kepler Cheuvreux

215.00

Buy

Oct. 27, 2023

Berenberg

226.00

Buy

Oct. 20, 2023

Exane BNP Paribas

235.00Buy

Jun. 19, 2023

Gilbert Dupont280.00

Buy

Start

14

Sartorius Stedim Biotech

To Our Shareholders 1.3 Sartorius Stedim Biotech Shares

Dividends
The total return generated by Sartorius Stedim Biotech shares has generally been based almost entirely on thepositive development of the share price and only to a very small extent on dividend payments. In line with therapid and highly innovation-driven development of our industry, the main focus of the company’s
management is on successfully continuing on our dynamic profitable growth track and on making extensive
investments in capacity expansions, innovations, and acquisitions that are constantly required for this purpose.
Yet within this context, Sartorius Stedim Biotech strives to enable its shareholders to participate appropriately
in the company’s success through dividends.
The Board of Directors will submit a proposal to the Annual Shareholders’ Meeting on March 26, 2024, to pay
a dividend of €0.69 per share from the underlying net profit of €385.9 million for fiscal 2023, compared to theprevious year’s figure of €796.6 million. If this proposal is approved, the total profit distributed would be€63.61 million (2022: €132.7 million). The corresponding dividend payout ratio would be 16.5%, compared tothe prior-year ratio of 16.7%.
1 Calculation based on the number of shares entitled to dividends after the share capital increase on February 7, 2024, totaling
97,315,214
Dividends
in €0.68/0.34

0.68

1.26

1.44

0.69

2019¹

2020

2021

2022

2023²

1.60

1.20
0.80
0.40

0.00

1 The original dividend proposal of €0.68 per share was adjusted in light of the pandemic crisis.
2 Amount suggested by the Board of Directors and subject to approval by the Annual General Shareholders’ Meeting.

Total Shareholder Return
Total shareholder return (TSR) considers both the dividends paid out and any share price increases over acertain period, and thus reflects the entire performance of an investment. In 2023, Sartorius Stedim Biotech
shares delivered a TSR of – 20.6%, compared to – 37.0% a year earlier.

Shareholder Structure
Sartorius Stedim Biotech S.A.’s issued capital amounted to €18.4 million as of December 31, 2023, and was
divided into 92,180,190 shares, each with a calculated par value of €0.20. As some of the shares confer double
voting rights, there were 160,432,470 voting rights in total as of the reporting date.

Start

15

Sartorius Stedim Biotech

To Our Shareholders 1.3 Sartorius Stedim Biotech Shares

As of December 31, 2023, Sartorius AG has held 73.6% of the Stedim Biotech S.A.’s share capital and 84.6% of
the voting rights outstanding. The remaining 26.4% of Stedim Biotech S.A. shares are in free float,
corresponding to 15.4% of the voting rights outstanding.
Shareholding Structure
in % of share capital

Sartorius AG 73.6
Free float 26.4

Key Figures for Sartorius Stedim Biotech Share

Share price 1 in €

2023

2022

2021

2020

2019

Reportingdate4

239.50302.50482.40291.20147.70High

353.00482.40548.20357.60149.20Low

162.00276.70287.60143.0083.30

Dividends 2 in €

0.69

1.44

1.26

0.68

0.34

Total dividends paid 2 in millions of €

63.6

132.7

116.1

62.7

31.3

Dividend yield in %

0.3

0.5

0.3

0.2

0.2

Market capitalization in millions of €22,077.2

27,884.5

44,467.7

26,842.9

13,615.0

Average daily trading number of shares

58,852

48,75452,71770,41463,935

Trading volume of shares in millions of €3,730.2

4,266.1

5,524.1

4,234.6

2,037.8

CAC Large 60 (closing prices of the year)

8,139

7,011

7,806

6,144

6,598

SBF 120 (closing prices of the year)

5,732

4,973

5,546

4,432

4,704

3

1 Daily closing price.
2 For 2023, amounts suggested by the Board of Directors and subject to approval by the Annual Shareholders’ Meeting.
3 Dividends in relation to the corresponding closing prices of the year.
4 As of December 31 of the respective year.
Sources: Euronext; NASDAQ

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16

Management Report02Sartorius Stedim Biotech

Management Report 2.1 Structure and Management of the Group

2.1 Structure and Management of theGroup

1 The full list of companies included in the scope of consolidation of Sartorius Stedim Biotech as of December 31, 2023, is set forth inNote 7 to the consolidate financial statements

Group Legal Structure
Sartorius Stedim Biotech is a globally operating company with subsidiaries in more than 25 countries andmore than 10,600 employees worldwide. The parent company of the Sartorius Stedim Biotech Group isSartorius Stedim Biotech S.A., headquartered in Aubagne, France.
Sartorius Stedim Biotech S.A. is listed on the Euronext stock exchange in Paris. Approximately 74% of the sharecapital and around 85% of the voting rights of Sartorius Stedim Biotech S.A. are held by Sartorius AG.
Sartorius AG is an international leading partner for life science research and the biopharmaceutical industry
and is headquartered in Göttingen, Germany. It is listed on the German Stock Exchange and operates two
divisions: the bioprocess business as a subgroup under its parent corporation Sartorius Stedim Biotech S.A.,
and the laboratory business as a further subgroup.
The consolidated financial statements of the Sartorius Stedim Biotech Group include Sartorius Stedim
Biotech S.A. and all affiliates in which Sartorius Stedim Biotech S.A. has a controlling interest pursuant to IFRS 10.

Organization and Management of the GroupThe Sartorius Stedim Biotech Group is largely organized by function on a worldwide basis. Accordingly, therespective management responsibilities are performed along the company’s core functions across all sites andregions.
This global functional organization forms an effective platform for central strategic control and for fast, efficientcollaboration and execution within the Group. It enables the company to realize its total solutions provider
strategy and position itself effectively in respect of global customers.
Start

18

Sartorius Stedim Biotech

Management Report 2.1 Structure and Management of the Group

The Board of Directors of Sartorius Stedim Biotech S.A. is composed of eight members, one executive director
and seven nonexecutive directors. Due to the shareholding structure of the Company, the composition of theBoard of Directors and its Committees reflects the aim by our controlling shareholder of a long-lasting balance
between the Directors representing these shareholders, the independent Directors, the executive Directors
and the Director representing the employees. The Company’s controlling shareholder Sartorius AG takes its
own responsibility towards the other shareholders, direct and distinct from the Board of Directors’ one. It takes
particular care to avoid possible conflicts of interests, ensures transparent information provided to the market
and fairly takes all interests into account (see the paragraph on the balance of powers and the composition of
the Board of Directors on page 83). In addition, Sartorius AG complies with all duties regarding transparency
andcommunicationasrequiredbyGermanandEuropeanregulation(https://www.sartorius.com/en/company/about-sartorius-ag/compliance).
Implementing the Group’s various strategies and initiatives at the local level is the responsibility of the national
affiliates. The management bodies of the local companies run their organizations in accordance withapplicable statutory provisions, articles of association, and rules of procedure, and in keeping with theprinciples of corporate governance that apply throughout the Sartorius Stedim Biotech Group worldwide.
Please see details of the Board of Directors in the Corporate Governance section.

Changes in the Group Portfolio
Sartorius Stedim Biotech expanded its product portfolio in the reporting year by acquiring the French
company Polyplus. The transaction was completed in July 2023, once the required approvals by theauthorities had been granted.
Polyplus is a provider of innovative cell and gene therapy technologies. Established in 2001, the company isbased in Strasbourg, France, with sites in France, Belgium, the United States, and China, employing around
270 people. The transfection reagents developed and produced by Polyplus are success-critical components
in the manufacture of viral vectors used in cell and gene therapies as well as other new medical therapy
methods. The company has recently enlarged its focus beyond this field and, through acquisitions in adjacenttechnologies, such as plasmid development and protein and plasmid manufacture, expanded its offering forgene therapies and genetically modified cell therapies.
Moreover, in June 2023, Sartorius Stedim Biotech acquired Sartonet Seperasyon Teknolojileri Anonim Şirketi,
which is based in Istanbul, Türkiye. The company imports and distributes the products of the Sartorius Groupin Türkiye and in addition offers its pharmaceutical customers a wide range of services, such as processdevelopment, technical support, calibration, and training. Sartonet had around 40 employees at theacquisition date.

Financial Controlling and Key Performance Indicators
The Sartorius Stedim Biotech Group is managed using a number of key performance indicators, which are alsodecisive for the determination of the variable remuneration component for the Board of Directors and managers.
A key management parameter that Sartorius Stedim Biotech uses to measure the development of its size iscurrency-adjusted growth of sales revenue, i.e., sales in constant currencies. The key indicator for managing
profitability is the adjusted EBITDA margin, which is based on EBITDA adjusted for extraordinary items, i.e.,underlying EBITDA.
For a definition of this term and more information on its presentation, see the Glossary on page 242.

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Management Report 2.1 Structure and Management of the Group

With regard to the Sartorius Stedim Biotech Group’s debt financing capacity, the ratio of net debt tounderlying EBITDA serves as the key metric. It is calculated as the ratio of net debt to underlying EBITDA forthe last twelve months, including the pro forma amount contributed by acquisitions for this period.
Furthermore, the CAPEX ratio, i.e., capital expenditures in proportion to sales revenue, represents a key
control parameter.
The following financial and nonfinancial indicators are also reported on a regular basis:▪ Order intake▪ Underlying net profit | Earnings per share▪ Net profit | Earnings per share▪ Equity ratio▪ Net working capital▪ Net cash flow from operating activities▪ Number of employees▪ Employee Net Promoter Score (ENPS)▪ Reduction of CO2 emission intensity
The annual financial forecast published at the beginning of a fiscal year for the Group generally refers to thedevelopment of sales revenue and of the underlying EBITDA margin. The expected CAPEX ratio as well as aforecast for the ratio of net debt to underlying EBITDA are also indicated for the Group.

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Management Report 2.2 Business Model, Strategy, and Goals

2.2 Business Model, Strategy, and Goals
Market and Strategic Positioning
As a leading partner of the biopharmaceutical industry, Sartorius Stedim Biotech helps its customers todevelop their production processes and manufacture biotech medications and vaccines more efficiently.
Biopharmaceuticals are integral components of advanced medicine and are used to treat many illnesses,
mostly of a serious nature. However, long development times and complex production make these
medications very expensive. This leads to high healthcare costs in industrialized countries and to the situationthat patients in less developed countries are often excluded from treatment with such drugs. The
development of a biopharmaceutical medication is a long haul: it takes more than ten years on average to bringa new drug out on the market, costing more than two billion euros. On top of this, biotechnologicalmanufacturing processes for such high-tech medications are demanding and must be developed individuallyfor each biologic compound. As a pioneer and technology leader in the biopharma sector, Sartorius Stedim
Biotech with its products and services is enabling its customers to make their production processes easier andmore efficient so that advanced therapeutics can reach the market faster and become accessible for more
people worldwide. Therefore, the United Nations’ sustainability goal “Good Health and Well-Being” is an
integral component of Sartorius’ business model.
The maturity and intensity of competition in this comparably young industry are successively increasing. To
support customers in meeting this challenge, Sartorius Stedim Biotech is constantly developing its portfolio
further. A key competitive advantage is the broad understanding of applications based on its clear focus on
the sector. The company is thoroughly familiar with customers’ value-added chains and understands theinteraction of the employed systems particularly well. A further success factor of the company is that it offers
highly differentiating technologies. The innovative power rests on three pillars: the company’s own specialized
product development, alliances with partners, and the integration of innovations through acquisitions.
With the biopharma industry, Sartorius Stedim Biotech is focusing on an attractive market that is characterized
by strong growth momentum in view of long-term trends and significant innovative strength. Medical progressprovides positive impetus, leading to the discovery and approval of new biopharmaceuticals. The
biopharmaceutical industry is thus increasingly relying on advanced therapies, such as cell and genetherapeutics and biotech tissue products. Further primary growth drivers are a growing world population andan increase in age-related diseases in industrialized countries. In addition, rising incomes in emerging
countries are leading to improved access to healthcare and rising demand for medications. Biosimilars, thegeneric versions of reference biologics that have lost their patent protection, account for a share of thebiopharma market that is currently still small but especially fast-growing. As a result of these factors, thevolumes of biotech medications and the demand for the appropriate production technologies are steadily
increasing, with market growth largely independent of business cycles.

Products & Services
Sartorius Stedim Biotech offers a broad portfolio of products that focuses on all major steps in the manufactureof a biopharmaceutical, as well as in process development as prerequisite procedures. The product range
includes cell lines, cell culture media, and other components for the development and manufacture ofadvanced therapies, bioreactors, and a wide range of products for the separation, purification, andconcentration of biological intermediates and finished products, as well as solutions for their storage andtransportation. Sartorius Stedim Biotech also offers data analytics software for modeling and optimizing

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Management Report 2.2 Business Model, Strategy, and Goals

processes of biopharmaceutical development and production. In its core technologies, the company hasleading market positions with high double-digit market shares.
The breadth of the company’s product portfolio is one of the key factors that differentiates it from many of its
competitors. Sartorius Stedim Biotech can provide customers with complete process solutions from a single
source, as well as assisting with preceding project planning, process integration, and subsequent validation.
The company’s products are used in the manufacture of all classes of medical drugs, from vaccines andmonoclonal antibodies to advanced viral vector-based gene therapeutics.
Repeat business with sterile single-use products accounts for about three-quarters of the company’s sales
revenue. These offer customers cost advantages, flexibility, and less resource usage, and thus a better
ecological footprint compared with conventional processes employing reusable stainless steel components.
The high share of recurring revenues is also bolstered by the strict regulatory requirements on the part of thecustomers. Because health authorities validate production processes as an integral part of an application for
approval of a new medical drug, the components initially validated can be replaced only at considerable
expense once they have been approved. Beyond this, the company’s broad and stable customer base that is
primarily addressed directly through a specialized sales force also contributes to this favorable risk profile.
The strong strategic positioning and the above-average expansion of the sector are a good foundation for
profitable growth in the future as well.
Technologies for the Entire Added-Value Chain in Biopharmaceutical Production

Regulatory aspects
Sartorius Stedim Biotech's products are primarily used in the biopharmaceutical industry for criticalproduction processes such as drug manufacturing. Our customers are subject to regulation by national
regulatory authorities such as the Food & Drug Administration (FDA) in the USA, the European Medicines
Agency (EMA) in Europe and other national and international bodies involved in the approval of new drugs
and in the maintenance of approval status for these drugs. Compliance with the regulations of other relevant
authorities (e.g. Environmental Protection Agency or Department of Agriculture in the USA) is also important.
With regard to its own portfolio, some specific products of Sartorius Stedim Biotech are also subject to thesame national regulatory authorities as our customers and subject to extensive approval, registration andreporting obligations in numerous countries. In these cases, the strict application of Good Manufacturing
Practice, as described in the Eudralex guidelines Vol. 4 "The rules governing medicinal products in theEuropean Union" and the ICH guidelines (International Council for Harmonization of Technical Requirements
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Management Report 2.2 Business Model, Strategy, and Goals

for Pharmaceuticals for Human Use), is implemented to ensure that the products are placed on the market
safely and in compliance with these regulations.
The strict regulation of the pharmaceutical industry and the increasing requirements of the responsible
authorities for patient protection and product safety result in a high demand for quality on the part of ourcustomers. Through extensive quality assurance processes as well as quality controls and the use of modern
manufacturing techniques in a classified cleanroom environment, Sartorius Stedim Biotech ensures that all
products meet the highest quality standards and the stringent regulatory requirements. Furthermore, thesemanufacturing techniques and processes are subject to continuous review as part of improvement processes
and are optimized in line with current requirements. Quality controls are carried out both within the
manufacturing processes and as part of test procedures on the end products. In addition, quality assurance ismaintained through the rigorous implementation of quality management systems defined according torecognized industry standards such as ISO 9001 and, where applicable, ISO 13485. This ensures that critical or
essential product properties are continuously fulfilled. A strict product approval process also ensures that only
products that meet the agreed specifications are shipped.
The effectiveness of the existing quality systems is confirmed by the successful completion of regularcustomer audits as well as by certification in accordance with ISO 9001 and, where applicable, ISO 13485.

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Combined Group Management
and Managementof theManagementReport
Report Structure
2.2 Business
Model, Strategy,andGroup
Goals

Global Presence
Structure
and Management of the Group

Group Legal Structure
Sartorius is a globally operating company with subsidiaries in more than 30 countries.
The holding company Sartorius AG is the parent corporation of the Sartorius Group. The corporation is
headquartered in Göttingen, Germany, and is listed on the German Stock Exchange.
Sartorius manages its bioprocess business as a legally independent subgroup whose parent corporation is
Sartorius Stedim Biotech S.A., which is listed on Euronext Paris. As of December 31, 2022, Sartorius AG heldaround 74% of the shares of Sartorius Stedim Biotech S.A. The Group’s lab business is legally combined in afurther subgroup whose parent company is Sartorius Lab Holding GmbH, in which Sartorius AG holds a 100%
stake.
The consolidated financial statements include Sartorius AG and all major affiliates in which Sartorius AG has acontrolling interest pursuant to IFRS 10.

Organizationand Managementof theGroup
Americas
Europe | Middle
East| Africa
The
Group’s
Executive
Board ofCergy,
Sartorius
AG. Incollaboration
with thePuertoRico –central
Yauco management entity is the France– Aubagne,
Lourdes,
Pompey,Strasbourg
Supervisory Board, the Executive Board defines the Group's strategy, is responsible for the operational
USA – Ann Arbor (MI), Hopkinton (MA),Germany – Bielefeld, Freiburg, Göttingen, Guxhagen, Ulm
management of the Group and controls the distribution of resources within the organization.
Marlborough (MA), New Oxford (PA)Israel – Beit Haemek

Russia – St.
The Sartorius Group conducts its operating business
inPetersburg
two divisions: Bioprocess Solutions and Lab
Slovenia
Ajdovščina
Products& Services. The divisions each combine their respective businesses for the same fields of application
Asia | Pacificand customer groups, and share part of the infrastructureand–central
services.
Switzerland
Tagelswangen
China – Peking, Shanghai
Tunisia – Mohamdia
To align the business as closely as possible with customers’ needs, the company’s organizational structure is
India – Bangalore
United Kingdom – Havant, Nottingham, Stonehouse
tailored based on the two divisions. All operational functions, such as Sales and Marketing and Production,
including production-related functions, as well as Product Development, are organized by division.
Administrative functions, support functions, and the Corporate Research unit operate across divisions.
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Management Report 2.2 Business Model, Strategy, and Goals

Medium-term planning until 2025 and 2028
In 2018, Sartorius Stedim Biotech presented its medium-term planning up to 2025, according to which sales
revenue was projected at €2.8 billion with an underlying EBITDA margin of around 30%. These targets wereraised twice in the following years and most recently envisaged sales revenue of around €4.4 billion with anunderlying EBITDA margin of more than 35%. Against the backdrop of the weaker than expected market
situation in the entire life science sector following the pandemic and the resulting temporary decline in sales
and earnings, a review of the medium-term targets was announced in October 2023. The new medium-term
ambition until 2028 communicated at the end of January 2024 replaces the previous planning until 2025.
Sartorius Stedim Biotech intends to continue its profitable growth course in the long term and expects to growfaster than the market. According to the new medium-term targets, the Group plans to achieve averageannual growth in the low- to mid-teens percentage range over the five-year period to 2028 of which
acquisitions are anticipated to contribute around a fifth. The underlying EBITDA margin is also expected toincrease and reach above 35% in 2028. The margin target includes expenses of around 1 percent of Groupsales revenue for measures to reduce the company’s CO 2 emission intensity.
Forecasts have been prepared based on historical information and are consistent with accounting policies. All
forecast figures are based on constant currencies, as in the past years. Management points out that the
dynamics and volatilities in the industry have increased significantly in recent years. In addition, uncertainties
due to the changed geopolitical situation, such as the emerging decoupling tendencies of various countries,
are playing a greater role. This results in higher uncertainty when forecasting business figures.
The objectives are implemented through various growth initiatives with the following focal points:

Expansion of the Product Portfolio
Sartorius Stedim Biotech has a broad product portfolio that is aligned with the value chain of the biopharma
industry and that the company is continuously expanding. The focus is on products that offer solutions forcustomers’ needs and make the company’s offering even more attractive from the customer’s perspective.
Aside from its own research and development activities and strategic partnerships, acquisitions that arecomplementary to or extend the company’s strengths appropriately will remain part of the portfolio strategy.
Due to high innovation dynamics, the company considers further additions to be possible on an ongoing basis
across the entire breadth of the product portfolio. When identifying suitable companies, Sartorius Stedim
Biotech considers the following criteria in particular: complementarity of technologies to its existing portfolio;
strong market positioning, for example, through innovative products with unique selling propositions;
integration capability; appropriate valuation; and growth and profitability profile.

Regional Growth Initiatives
Sartorius Stedim Biotech continued to expand its production capacity in the reporting year. Capital
expenditures totaled approximately €473.6 million in 2023 and were used to expand sites in Germany, France,
Puerto Rico, the USA, and South Korea, among other countries.
North America and Asia are the key focal areas of the regional growth strategy. The USA is the world’s largest
market for bioprocess equipment. Yet because it is home to the company’s main competitors, Sartorius
Stedim Biotech formerly had lower market share in this region than in Europe and Asia. By systematicallystrengthening its sales and service capacities, Sartorius Stedim Biotech has gained market share in the USA in
recent years.
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Management Report 2.2 Business Model, Strategy, and Goals

In Asia, one focus is on the construction of a new production facility in South Korea, which offers excellent
growth prospects with its dynamically expanding biopharma market.

Optimization of Work Processes
Sufficient production capacity and a powerful supply chain are an essential foundation of future growth. In
recent years, Sartorius Stedim Biotech has substantially expanded its capacities for nearly all product groups
at various Group sites in order to optimize delivery times and reliably maintain delivery capability even in theevent of local transport restrictions.
Sartorius Stedim Biotech is driving forward digitalization and automation in many areas to further accelerate
and enhance processes and, wherever meaningful, to standardize such processes throughout the Group.
This also includes extending the company’s activities in the areas of e-commerce, digital marketing, andanalytics, as well as on the topic of IT security.

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Management Report 2.3 Sector Conditions

2.3 Sector Conditions
Sartorius Stedim Biotech serves customers mainly in the biopharmaceutical industry, which makes its businessparticularly sensitive to the development of this industry.

Further Growth in the Biopharmaceutical Market
After continuous – and in some cases significant – expansion in the global pharmaceutical market in prior years,
growth stagnated in 2023 according to EvaluatePharma. Even revenue generated with biopharmaceuticals,
which commonly increases faster than that generated by the pharmaceutical market as a whole, remained
constant at around $436 billion. This was primarily due to lower sales of coronavirus vaccines and therapeutics,
which fell by more than half in the reporting year from the previous level of $100 billion. Biopharma’s share of
the total pharmaceutical market was unchanged at around 39%.
The leading manufacturers of bioprocess technology recorded declining sales in 2023 and repeatedly lowered
their growth forecast communicated at the start of the year. The influencing factors were of a temporary natureand included in particular the sharp decline in Covid- 19 -related business and the reduction of elevatedinventory levels. In addition, production levels at some biopharma companies were relatively low andinvestment activity was generally subdued after several years of intensive capacity expansion. Toward the endof the third quarter, the order situation recovered for some companies, and a gradual improvement in thebusiness situation is expected for 2024.
The growth of the biopharma market fundamentally depends more on medium- to long-term trends than on
short-term economic developments. Significant impetus here is provided by the globally increasing demandfor drugs and the approval and market launch of innovative biopharmaceuticals. Other growth factors are theextension of the range of indications for already approved medications and their further market penetration.
The number of new biopharmaceutical approvals by the U.S. Food and Drug Administration (FDA) remained
high in the year under review, at 42 (2022: 31).
The growing significance and acceptance of biologics is reflected not only in their increasing share of sales
revenue within the global pharmaceutical market but also in the development activities of the pharmaceuticalindustry. For example, biopharmaceutical compounds account for around 45% of the R&D pipeline. A growing
number of active substances manufactured using biotech production methods is being approved for thetreatment of rare illnesses that have been incurable so far. In this context, the pharmaceutical industry is
increasingly focusing on advanced therapies, such as cell and gene therapeutics and biotechnologicallyprocessed tissue products. In 2023, more than 1,600 clinical trials with such treatment approaches wereconducted, meaning that this area offers significant growth potential over the medium to long term. The risingnumber of approved biopharmaceuticals and an increasing variety of therapy types and substance classes,
coupled with growing demand for medications, are the main drivers for the worldwide increase in production
capacities for biopharmaceuticals.
Biosimilars, the generic versions of reference biologics that have lost their patent protection, are also playing
an increasingly important role in the biotechnology market. According to market studies, their sales volume in2023 remained modest at an estimated $29 billion, but is expanding at faster rates than the biopharma market
as a whole. The market is expected to continue to grow strongly during the years to come, owing to the
expiration of several patents for high-selling biopharmaceuticals and an increasing number of new approvalsof biosimilars and market launches. Particularly in the USA, where development has been comparatively slow
due to regulatory, patent-law-related, and marketing hurdles, market penetration is expected to acceleratesignificantly in the next few years. A compound annual growth rate of around 15% is expected globally through
2028.
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Management Report 2.3 Sector Conditions

Attractive Market Environment with Good Growth Prospects

Laboratory Market Continues to Grow
The global laboratory market had a total value of around $84 billion in the reporting year and, according toestimates by various market observers, is growing at an average annual rate of around 5% over the long term.
Market growth is related, among other things, to the levels of research and development spending in theindividual end markets, which is partly linked to economic development.
However, this applies to a lesser extent to labs in the pharmaceutical and biopharma industries, the leading
customer groups for laboratory instruments and consumables: in this industry, demand is more strongly
influenced by fundamental growth drivers, such as continuous research to find new active pharmaceuticalingredients. According to EvaluatePharma, sector-specific research spending increased by 7% to $262 billion
in 2023. The investment focus is on the automation of process workflows and innovative analytical instrumentsthat are equipped with enhanced or novel functionalities. Products from the field of bioanalytics, for example,
have above-average growth rates within the laboratory market, and demand in the life science sector isgenerally growing faster than in other industries. In view of the above-average growth in previous years, thiscustomer segment trended weaker in the reporting year, and the majority of leading suppliers of laboratory
instruments and consumables recorded declines in sales revenue. In addition to the high basis for comparison,
the reasons cited include restrained investment activity in the current interest rate environment, thepersistently muted funding environment, especially for small and medium-sized biotech companies, andsevere market weakness in China. Declining demand for Covid- 19 test components also had a dampening
effect.
Research and quality-assurance labs in the chemical and food industry are another customer group. This
segment’s demand for laboratory products depends in part on economic trends. Additional momentum canalso be generated in this sector by regulatory changes, such as stricter requirements for quality control tests
in the food industry. Demand from industrial end markets was generally robust in 2023 according to several
leading laboratory product manufacturers, despite a weaker macroeconomic environment.
Academic and public-sector research institutions also use laboratory instruments and consumables
manufactured by Sartorius. Growth in demand is related to such factors as government budgets and funding
programs, all of which can vary from one country to another. In the USA, the National Institutes of Health (NIH)
is the leading government agency for biomedical research and also the world’s largest research funding
agency. The NIH’s budget has increased steadily over the past ten years, rising again by about 6.5% in thereporting year. The proposed budget for 2024 includes another slight increase. The European Union has
likewise continuously scaled up its research spending in past budget cycles. Around €95.5 billion of research
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Management Report 2.3 Sector Conditions

and innovation funding is to be provided in the period from 2021 to 2027, an increase of 19% compared withthe previous program. Many manufacturers of laboratory products recorded robust demand from academic
and public research institutions in the reporting year.

Competitive Environment
The competitive environment of Sartorius Stedim Biotech is characterized by relatively high entry barriersarising in part from the biopharmaceutical industry’s strong degree of regulation and its technologicalcomplexity. New players, in particular, seek to capitalize on the opportunities inherent in this environment togain a foothold in the market with carefully targeted niche products. The more established companies,
meanwhile, are expanding their product range continuously. In this competitive landscape, Sartorius Stedim
Biotech operates as a total solutions provider, covering the core process steps in biopharmaceuticalproduction and preceding process development. It has leading market positions in key technologies,
especially in the areas of bioreactors, filtration, and the transport and storage of liquids.
The principal competitors of Sartorius Stedim Biotech in the bioprocess area are certain business units of
Merck KGaA, Danaher Corporation, and Thermo Fisher Scientific Inc. Thermo Fisher and Merck are also key
players in the laboratory field. In addition, the company faces competition from smaller players in individual
segments.
Sources: BioPlan: 20th Annual Report and Survey of Biopharmaceutical Manufacturing Capacity and Production, April 2023;
Evaluate-Pharma: World Preview 2023, August 2023; Alliance for Regenerative Medicine: Sector Snapshot, August 2023; citeline:
Pharma R&D Annual Review 2023, May 2023; Markets and Markets: Biosimilars Market – Forecast to 2028, 2023; SDi: Global
Assessment Report 2023, June 2023; www.fda.gov

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Management Report 2.4 Group Business Development

2.4 Group Business Development
Sales Revenue and Order Intake
After the pandemic-related extraordinary business and inventory buildup by customers led to strong
additional growth momentum in the years 2020 to 2022, the temporary normalization of demand expectedby the company management set in during the reporting year. This was more pronounced than anticipated at
the beginning of the year, and the reduction in customer inventories also lasted longer than expected, which
led to numerous forecast revisions across the entire life science sector. Other industry-wide factors also had adampening effect, such as relatively low production levels, the largely discontinued business with Russiancustomers, and an overall muted investment activity on the part of customers, primarily in China and the USA.
Against this backdrop, Group sales revenue decreased by 18.7% in constant currencies1 (organic:2 - 20.7%;
reported: - 20.5%) to €2,775.5 million. The recent acquisitions of Albumedix, Polyplus and the chromatographybusiness of Novasep developed in line with expectations and contributed around 2 percentage points of nonorganic growth. Excluding the pandemic-related business, the decline in constant currencies stood at around14%.
The temporarily weaker market environment was even more significantly reflected in order intake3, which
decreased by 23.6% in constant currencies (reported: - 25.3%) to €2,476.1 million in the reporting year. In linewith progress made by customers in reducing their inventories, business began to recover at the end of thethird quarter, so that order intake was slightly above sales revenue in the fourth quarter.
A comparison of the actual business development and the forecast is shown on page 40.
Sales Revenue 2019 to 2023
€ in millions
1,440.6

1,910.1

Sales Revenue and Growth 1 by Region4€ in millions unless otherwise specified

2,887.0 3,492.7

2,775.5

EMEA 1,093.4 | -16.7%

4,000
Americas 1,054.0 | -15.5%

3,000

2,000
1,000
0
2019

2020

2021

2022

2023

Asia | Pacific 628.1 | -26.4%

1 Constant currencies: Figures given in constant currencies eliminate the impact of changes in exchange rates by applying the same
exchange rate for the current and the previous period.
2 Organic: Organic growth figures exclude the impact from changes in exchange rates and changes in the scope of consolidation.
3 Order intake: All customer orders contractually concluded and booked during the respective reporting period.
4 Acc. to customer location.

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Management Report 2.4 Group Business Development

In terms of regional development, sales revenue declined in all regions due to the normalization of demand
and the pandemic-related high prior-year base.
In the EMEA region, which accounted for around 39% of total Group revenue, sales fell by 16.7% to€1,093.4 million compared to the previous year, which was heavily influenced by business with vaccine
manufacturers. The discontinuation of business with Russian customers dampened growth by slightly lessthan 4 percentage points.
In the Americas region, sales amounted to €1,054.0 million (- 15.5%) against the backdrop of inventory
reductions and low investment activity by customers in the USA. This corresponds to a share of around 38% of
total Group revenue.
The reluctance to invest was even more noticeable in China and led to a significant decline in sales. Thisdevelopment also had a significant impact on business in the Asia | Pacific region as a whole, which stood at€628.1 million (- 26.4%) and thus accounted for around 23% of total Group revenue.
All growth rates for the regional development are in constant currencies unless otherwise stated.
Further information on the development of sales revenue by region can be found in the table on page 148 of
the Notes.
Sales Revenue and Order Intake€ in millions

2023

2022

Δ in %
reported

Δ in %
const. fx

Sales revenue

2,775.5

3,492.7– 20.5– 18.7

Order intake

2,476.1

3,314.8– 25.3– 23.6Development of Costs and Earnings
In 2023, cost of sales fell by 8.0% to €1,542.0 million. The respective cost of sales ratio (ratio of cost of sales tosales revenue) was 55.6%, compared to 48.0% in the previous year. The decline was mainly due to the lower
business volume and negative product mix effects.
Selling and distribution costs remained almost unchanged at €449.1 million (previous year: €449.7 million),while the ratio of these costs to sales revenue increased year-on-year to 16.2% (previous year: 12.9%) in
connection with the decline in sales. Research and development expenses fell by 2.2% to €129.5 million in thereporting year; the corresponding R&D ratio (ratio of R&D expenses to sales revenue) was 4.7% (previous year:
3.8%). General administrative expenses rose by 3.0% to €167.1 million; the administrative expense ratio (ratioof administrative expense to sales revenue) amounted to 6.0% in 2023 (previous year: 4.6%). Extraordinary
items explicitly attributable to the functional areas are reported in the respective functional area since the2023 reporting year. The previous year's figures were restated accordingly.
Expenses and income that could not be allocated to a functional area were recognized in the balance of otheroperating income and expenses. This figure amounted to -€39.1 million in 2023 after -€77.8 million in theprevious year and also includes net expenses of €6.8 million (previous year: -€41.2 million) from valuation
effects and the realization of currency hedges, in particular due to the development of the US-dollar exchange
rate.
Earnings before interest and taxes (EBIT) fell by 54.9% year-on-year to €448.7 million; the corresponding
margin was 16.2% (previous year: 28.5%). This development was mainly due to the decline in gross profit.
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Management Report 2.4 Group Business Development

The financial result was -€47.6 million in 2023, compared to €135.2 million in 2022. This includes non-casheffective income of €71.5 million, predominantly from the reporting date valuation of the share-based earnout liability in connection with the acquisition of BIA Separations (previous year: €148.9 million). After
adjustment for this effect, the increase in remaining net financing expenses resulted, among other things, fromthe increased debt in connection with the most recent acquisitions.
In 2023, tax expenses amounted to €89.0 million (previous year: €250.5 million). In relation to the reported
earnings before taxes, the tax rate is 22.2% (previous year: 22.2%).
Net result fell by 64.5% to €312.1 million (previous year: €879.9 million), and the net result attributable toshareholders of Sartorius Stedim Biotech S.A. declined by 64.6% to €309.7 million (previous year:€876.1 million).
Statement of Profit or Loss
€ in millions

2023

2022

Δ in %

Sales revenue

2,775.5

3,492.7– 20.5

Cost of sales– 1,542.0– 1,675.4

8.0

Gross profit on sales

1,233.5

1,817.4– 32.1

Selling and distribution costs– 449.1– 449.7

0.1

Research and development costs– 129.5– 132.4

2.2

General administrative expenses– 167.1– 162.2– 3.0

Other operating income and expenses– 39.1– 77.849.8

Earnings before interest and taxes (EBIT)

448.7

995.2

– 54.9Financial income

94.4

185.8

– 49.2Financial expenses– 141.9– 50.7– 180.1

Financial result– 47.6

135.2

n.m.

Profit before tax

401.1

1,130.4– 64.5

Income taxes– 89.0– 250.5

64.5

Net result

312.1

879.9

– 64.5Equity holders of SSB S.A.

309.7

876.1

– 64.6

Non-controlling interest

2.4

3.8

- 37.3Attributable to:Extraordinary items are reported within functional expenses as of fiscal 2023. Prior-year figures were restated accordingly.

Earnings
At the Sartorius Stedim Biotech Group, EBITDA (earnings before interest, taxes, depreciation, andamortization) are used as the key profitability indicator. To provide a complete and transparent picture of theGroup’s profitability, also in an international comparison, earnings are adjusted for extraordinary items(underlying EBITDA). For more information about definitions, please refer to the Glossary on page 242.
Reconciliation between EBIT and Underlying EBITDA€ in millions

2023

2022

EBIT

448.7

995.2

Extraordinary items

99.1

46.3

Depreciation and amortization

237.6

179.9

Underlying EBITDA

785.4

1,221.4

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Management Report 2.4 Group Business Development

Extraordinary Items€ in millions

2023

2022

M&A projects | Integration costs– 21.1– 13.7Structural measures– 74.2– 22.9

Other

– 3.8

– 9.7

Group

– 99.1– 46.3Mainly as a result of the lower volume development, underlying EBITDA decreased by 35.7% to €785.4 million;
the resulting margin was 28.3% (previous year: 35.0%). Negative product mix effects also had a dampening
effect, as the reduction in inventories on the customer side particularly affected demand for higher-margin
consumables and led to a lower share of such products in total sales. Price effects on the procurement andcustomer sides largely offset each other.
Underlying Earnings per Share2in €Underlying EBITDA 1 and Margin
421.5
29.3

604.7
31.7

1,033.4 1,221.4
35.8
35.0

785.4
28.3

1,300

45

10.00

975

40

7.50

650

35

5.00

325

30

2.50

25

0.00

0
2019

2020

2021

2022

2023

2.85

4.16

7.46

8.64

4.19

2019

2020

2021

2022

2023

Underlying EBITDA in millions of €Underlying EBITDA margin in %1 Underlying EBITDA: Earnings before interest, taxes, depreciation, and amortization and adjusted for extraordinary items.
2 Profit for the period after non-controlling interest, adjusted for extraordinary items and amortization, as well as based on thenormalized financial result and the normalized tax rate.

The underlying net result after non-controlling interest for the Group fell from €796.6 million in 2022 to€385.9 million in fiscal 2023. This figure is the basis for calculating the profit to be appropriated and iscomputed by adjusting for extraordinary items, eliminating amortization of €91.1 million (previous year:€60.7 million), and is based on the normalized financial result and a normalized tax rate (see Glossary).
Underlying earnings per share fell by 51.6% from €8.64 a year earlier to €4.19.

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Management Report 2.4 Group Business Development€ in millions

2023

2022

EBIT (operating result)

448.7

995.2

Extraordinary items

99.1

46.3

Amortization | IFRS 3

91.1

60.7

– 114.1– 20.6

Normalized income tax (26%)– 136.4– 281.2

Underlying net result

388.3

800.4

Non-controlling interest

– 2.4

– 3.8

Underlying net result after non-controlling interest

385.9

796.6

4.19

8.64

Normalized financial result 1
2

Underlying earnings per share (in €)1 Financial result excluding fair value adjustments of hedging instruments and currency effects relating to financing activities andchange in valuation of earn-out liability.
2 Normalized income tax based on the underlying profit before taxes and amortization.

See Glossary on page 242 for the definitions of the totals listed above.

Research and Development
Sartorius Stedim Biotech continuously expands its product portfolio by investing in both new and further
development of its products, as well as in the integration of new technologies through alliances andcooperations. In 2023, the Group spent €129.5 million on R&D, corresponding to a decline of 2.2% comparedto the previous year's investment of €132.4 million. The R&D ratio was 4.7% (previous year: 3.8%). The gross
R&D ratio of 7.4% was above the prior-year ratio of 5.6%; this ratio is even more meaningful for the assessmentof innovation-related expenses and includes capitalized development costs of €75.4 million (previous year:€63.1 million) that are disclosed in the statement of financial position.
Research & Development Costs€ in millions
79.2

84.5

110.5

Research & Development Ratio
in % of sales revenue
132.4

129.5

140

10

105

7.5

70

5

35

2.5

0

5.5

4.4

3.8

3.8

4.7

2019

2020

2021

2022

2023

0
2019

2020

2021

2022

2023

To protect know-how, Sartorius Stedim Biotech pursues a targeted intellectual and industrial property rights
policy. The company systematically monitors compliance with these rights and reviews from a cost–benefit
viewpoint whether it is necessary to continue to maintain individual rights.
The number of applications for intellectual property rights filed in 2023 totaled 216 compared with 171 in theprevious year. As a result of the applications submitted in the past years, the company was issued 307 patents
and trademarks (previous year: 267). As of the balance sheet date, there was a total of 4,913 patents andtrademarks in the portfolio (previous year: 4,067).

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Management Report 2.4 Group Business Development

2023

2022

Number of patent and trademark applications

216

171

Registered patents and trademarks

307

267

Capital Expenditures
In the reporting year, Sartorius Stedim Biotech continued to invest considerably in the expansion of new
capacities in all regions. In addition to significantly expanding production capacities, the investment programaims to further diversify the production network and make it more flexible. In line with the company’s
expansion plans, some expansion projects were completed in 2023. Further projects will be completed in thecurrent year or in subsequent years.
At €473.6 million, capital expenditures in 2023 were slightly higher than the previous year's figure of€430.6 million, as planned. The ratio of capital expenditures (Capex) to sales revenue rose to 17.1% (previous
year: 12.3%) due to the decline in Group sales revenue.
The company’s largest investment projects in the reporting year included the expansion of membrane
manufacturing capacities and new laboratory space for product development in Göttingen, Germany.
At its site in Yauco, Puerto Rico, a production line for cell culture media was set up and put into operation in2023.
Sartorius Stedim Biotech made further substantial investments in additional clean room space for the
manufacture of sterile disposables at its site in Aubagne, France, in the reporting year.
In the Asia | Pacific region, the company invested considerably in Songdo, South Korea, where construction
work began on a plant for cell culture media production and sterile consumables processing. In addition,
Sartorius Stedim Biotech plans to build a technology center for customer consulting and productdemonstrations as well as laboratory space at the new site, which is located in the middle of a biopharma park.
Production capacities were also expanded at other locations. For example, the company carried out expansion
projects at other sites in Germany as well as in the USA, the UK, and Slovenia.
Capital Expendituresin millions of € unless otherwise specified
Sales revenue
Capital expenditures
Capital expenditures as % of sales revenue

2023

2022

2,775.5

3,492.7

473.6

430.6

17.1

12.3

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Management Report 2.5 Net Worth and Financial Position

2.5 Net Worth and Financial Position
Cash Flow
Cash flow from operating activities rose by 21.9% to €746.4 million in 2023 (previous year: €612.3 million)
despite the decline in earnings. The increase resulted primarily from the optimization of working capital1. While
Sartorius Stedim Biotech had increased inventories as planned in 2022 and previous years to secure supply
ability in view of the temporary tensions in supply chains, these were significantly reduced in 2023. In addition,
lower tax payments also had a positive effect.
Net Cash Flow from Operating Activities€ in millions
310.1

416.9

701.9

612.3

746.4

2019

2020

2021

2022

2023

800

600
400
200

0

Based on fundamentally intact growth drivers in the end markets and its medium-term growth targets,
Sartorius Stedim Biotech continued its investment program to expand and diversify its production capacities,
although the pace of implementation of individual measures was slowed down in view of the temporarily
weaker demand. Cash outflows from investing activities increased by 9.0% to €481.8 million (previous year:-€442.0 million). Due to acquisition-related expenses of €2,240.9 million (previous year: -€515.6 million),primarily in connection with the acquisition of Polyplus, a provider of innovative cell and gene therapy
technologies, cash flow from investing activities and acquisitions rose to -€2,722.7 million (previous year:-€957.5 million).
Mainly driven by a new loan agreement amounting to €3 billion signed with the parent company Sartorius AG
and its affiliate Sartorius Finance B.V., cash flow from financing activities was €1,986.1 million (previous year:€220.7 million). This also included dividend payments for the 2022 financial year of €133.9 million (previous
year: €117.7 million).

1 Sum of inventories and trade receivables.

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Management Report 2.5 Net Worth and Financial Position

Cash Flow Statement€ in millions

2023

Cash flow from operating activities

746.4

612.3

thereof change in working capital

184.0– 265.3– 2,722.7– 957.5

1,986.1

220.7

Cash flow from investing activities and acquisitions
Cash flow from financing activities
Cash and cash equivalents

2022

116.6

107.1

Gross debt

3,681.8

1,135.7

Net debt

3,565.2

1,028.6

Consolidated Statement of Financial Position
The balance sheet total of the Sartorius Stedim Biotech Group was €7,739.9 million as of the end of fiscal 2023
and thus €2,674.5 million higher than the prior-year level. This increase is largely due to the rise in non-current
assets by €2,930.6 million to €6,324.8 million, mainly due to the increase in goodwill, other intangible assets
and property, plant and equipment as a result of the acquisition of Polyplus and by the continuation of theinvestment program. Current assets decreased by €256.0 million year-over-year to €1,415.1 million, mainly asa result of the reduction in inventories and trade receivables, while cash and cash equivalents increasedslightly. Working capital amounted to €1,176.1 million as of December 31, 2023 (previous year: €1,429.3 million).
Key Working Capital Figuresin days

2023

2022

x 360

113

105

x 360

38

41

x 360

57

50

x 360

94

96

Days inventories outstanding
Inventories | Sales revenue1
Days sales outstanding
Trade receivables | Sales revenue1
Days payables outstanding
Trade payables | Sales revenue1
Net working capital days
Net working capital2 | Sales revenue1
1 Including pro forma sales of recent acquisitions.
2 Sum of inventories and trade receivables less the trade payables.

Equity grew by €159.0 million to €2,673.2 million as of year-end. The equity ratio – defined as the quotient ofequity to the balance sheet total – was 34.5% (previous year: 49.6%).
Non-current liabilities increased from €1,515.3 million in the previous year to €4,129.4 million, mainly
attributable to loans from the parent company Sartorius AG of €3 billion. In addition to financing the Polyplus
acquisition, a smaller portion of the funds was used to repay current financial liabilities or was held in cash. As
a result, current liabilities fell by €98.6 million to €937.3 million. The decrease in trade payables also had apositive effect.

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Management Report 2.5 Net Worth and Financial Position

Balance Sheet Structurein %Assets67.0
33.0

Ratio of Net Debt 1 to Underlying EBITDA2
Equity & Liabilities

81.7
18.3

100

49.6
29.9
20.5

34.5
53.4
12.1

0.3

0.8

0.4

0.8

4.5

2019

2020

2021

2022

2023

6.0
4.5
3.0

50

1.5
0.0

0

2022

2023

Non-current assets
Current assets

2022

2023

EquityNon-current liabilities
Current liabilities

1 The net debt excludes the liability for the remaining purchase price for acquisitions; 2023: €80.6 million, 2022: €245.1 million, 2021:€518.7 million, 2020: €127.8 million, 2019: €72.5 million.
2 EBITDA includes underlying pro forma EBITDA contributed by acquisitions for this period.

Gross debt, which is comprised of bank liabilities and loans from the parent company Sartorius AG and its
affiliate Sartorius Finance B.V as well as lease liabilities, rose to €3,681.8 million as of December 31, 2023,
compared with €1,135.7 million as of December 31, 2022. The increase is mainly due to the aforementioned
loan agreement. Net debt, defined as gross debt less cash and cash equivalents, was €3,565.2 million,
compared to €1,028.6 million a year ago.
In relation to the debt financing capacity of Sartorius Stedim Biotech, the ratio of net debt to underlying
EBITDA is a key metric. It is defined as the quotient of net debt and underlying EBITDA over the past 12 months,
including the pro forma amount contributed by acquisitions for this period. Following the completion of the
Polyplus acquisition and the investments made in the reporting year, the ratio of net debt to underlying
EBITDA as at December 31, 2023, was, as expected, at a higher level of 4.5 (previous year: 0.8). This figure is
expected to be significantly reduced in 2024, to which a strong expected cash flow as well as the further
reduction of inventories and lower investments in capacity expansions should contribute.

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Management Report 2.5 Net Worth and Financial Position

Calculation of Net Debt and Ratio of Net Debt to Underyling EBITDA€ in millions

2023

2022

3,509.7

1,020.6

93.1

91.1

Non-current
Loans and borrowings
Lease liabilities
Current
Loans and borrowings

57.7

4.5

Lease liabilities

21.4

19.5

3,681.8

1,135.7

Gross debt
- Cash and cash equivalents
Net debt
Underlying EBITDA (12 months)+ Pro forma EBITDA (12 months)
Pro forma underlying EBITDA (12 months)
Ratio of net debt to underlying EBITDA

116.6

107.1

3,565.2

1,028.6785.4

1,221.4

14.7

11.7

800.0

1,233.1

4.5

0.8

Financing | Treasury
Sartorius Stedim Biotech covers its operational and strategic financing needs through a combination ofoperating cash flows and the assumption of short-, medium- and long-term financial liabilities.
As of December 31, 2023, the total volume of credit lines provided by the parent company Sartorius AG was€260 million. Additional bilateral credit lines of approximately €110 million were provided by banks. Of theseamounts, Sartorius Stedim Biotech had utilized €5 million, leaving available credit lines of €365 million. This
ensures that all Group entities have sufficient funds to cover short-term financing requirements.
Loans are taken out via the parent company Sartorius AG and its affiliate Sartorius Finance B.V. To finance theacquisition of Polyplus and refinance existing debt, Sartorius Stedim S.A. and Sartorius Stedim Biotech GmbH
took out €3 billion of new loans with initial maturities of 3 to 12 years from Sartorius Finance B.V. in 2023. As at
the reporting date, all outstanding loan agreements amounted to €3.57 billion. The proportion of fixed-interest
instruments was around 95%.
The company uses hedging transactions to counteract the fluctuations in foreign exchange rates to which theGroup is exposed on account of its worldwide business operations. At the end of 2023, foreign exchange
contracts amounted to €549.0 million on a reported basis, with a market value of €4.0 million.

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Management Report 2.5 Net Worth and Financial Position

Assessment of Economic Position
After the pandemic-related extraordinary business and inventory buildup by customers led to strong
additional growth momentum in the years 2020 to 2022, the temporary normalization of demand expectedby the company management set in during the reporting year. This was more pronounced than anticipated at
the beginning of the year, and the reduction in customer inventories also lasted longer than expected, which
led to numerous forecast revisions throughout the life science sector. Other industry-wide factors also had adampening effect, such as relatively low production levels, the largely discontinued business with Russiancustomers, and an overall muted investment activity on the part of customers, primarily in China and the USA.
Against the backdrop of the temporarily weaker market environment, the company's management lowered its
growth and earnings forecast for the Group in June and October 2023. In line with progress made bycustomers in reducing their inventories, business began to recover at the end of the third quarter, so that orderintake was slightly above sales revenue in the fourth quarter. The company management therefore expects
profitable growth for 2024.
Group sales revenue decreased by 18.7% in constant currencies to €2,775.5 million (reported: - 20.5%). The
corresponding underlying EBITDA margin stood at 28.3%. The forecast given in October for a decline in sales
revenue of around 19% with profitability of just over 28% was therefore achieved.
The ratio of net debt to underlying EBITDA rose to 4.5 as of December 31, 2023, mainly due to the financing of
the Polyplus acquisition, and was in line with the forecast value of just over 4.5.
In line with its ambitious mid-term growth targets, Sartorius Stedim Biotech continued to expand its
production capacity in the reporting year. The ratio of capital expenditures to sales revenue reached 17.1% andwas therefore slightly below the forecast of approximately 18%.
Projected | Actual Comparison for the Year 2023
ActualGuidance

Guidance

Guidance

Actual

2022

January 2023

June 2023

October 2023

2023

Decline in the low
Low single-digit
to mid-teens
15.1% percentage range percentage range~- 19%– 18.7%~30% Slightly above 28%

28.3%

Sartorius Stedim Biotech Group

Sales growth¹
Underlying EBITDA margin in %35.0%

Around the levelof the prior year

Net debt to underlying EBITDA

0.8

~0.52

Slightly below 4²

~4.5²

4.5

12.3%

~12.5%

~15%

~18%

17.1%

Capital expenditures as % ofsales revenue

1 In constant currencies.
2 Possible acquisitions are not considered.

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Management Report 2.6 Products and Sales

2.6 Products and Sales
Sartorius Stedim Biotech markets products and services for the entire value chain in biopharmaceuticalproduction and preceding process development. The portfolio includes cell lines, cell culture media,
bioreactors, a wide range of products for separation, purification, and concentration, and products andsystems for storage and transportation of intermediate and finished biological products.

As a result of the acquisition of the French company Polyplus, Sartorius Stedim Biotech has significantly
expanded its product portfolio in the area of cell and gene therapies. Polyplus develops and produces highquality, GMP-compliant transfection as well as DNA and RNA delivery reagents and plasmid DNA. These
components are success-critical in the manufacture of viral vectors used in cell and gene therapies as well asother new medical therapy methods. The solutions from Polyplus are highly complementary to the portfolio
created by Sartorius Stedim Biotech in recent years, which now comprises various cell culture media, othercritical raw materials, and purification technologies for the manufacture of advanced therapies.
In the area of filtration, the Bioprocess Solutions Division introduced a new platform for the large-scale
manufacture of biopharmaceuticals, which can be preconfigured with a wide range of filter types. The platform
is suitable for a large number of separation steps, from cell culture media to virus depletion to subsequentsterile filtration; it is particularly user-friendly in its handling and achieves significant cuts in production times.
In addition, a high-throughput tool for clarifying and purifying monoclonal antibodies was launched that helps
customers speed up the preparation of small cell culture samples for downstream analysis in cell line
development. Moreover, a system was introduced that allows single-use bags to be filled evenly at the sametime, for example, with cell culture media for the manufacture of cell therapies, thus accelerating the filling
process significantly.

Sales Activities
Sartorius Stedim Biotech markets most of its product portfolio directly. Sales activities for key accounts arecoordinated and supported by global key account management.
Communication with customers via on-site visits is now supplemented by digital channels: many contacts withcustomers are made through digital communication tools. Video conferencing and augmented reality areused for such direct interactions, for example, when demonstrating products, conducting training sessions,and bringing systems into service. Other focuses aimed at strengthening the sales force are on expanding the
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Management Report 2.6 Products and Sales

company’s international presence and on continually enhancing sales efficiency, for example with product andapplication training or further specialized training programs for employees.

Product Development
Development activities at Sartorius Stedim Biotech essentially focus on technology areas such as membranes,
which are the core component of the filter products; diverse technology platforms such as sterile containers
for fluid management in biopharmaceutical processes and sensors; and control technologies for processes
such as fermentation. Additional focal areas encompass developments in materials and components that
include plastics, elastomers, and intelligent polymers; expanded data analysis; cell line development; andcritical media components for protein-based, viral, and advanced therapies.
Product development is aimed at expanding the existing portfolio on a complementary basis and further
enhancing the range of integrated complete solutions for the manufacture of biopharmaceuticals – from theearly phase of development to commercial production.
The largest product development site is located in Göttingen, Germany, where a new product developmentbuilding began its operations in the reporting year. Further important activities take place in France, India, theUSA, and the UK, as well as in Sweden, Israel, Slovenia, and other locations in Germany.

Production and Supply Chain Management
Sartorius Stedim Biotech has a very well-developed global production network that was expanded at several
sites in the reporting year. The largest production facilities are located in Germany, France, and Puerto Rico.
Beyond these locations, the company also manufactures in the UK, Switzerland, Tunisia, India, the USA, China,
Israel, and Slovenia. The most recent acquisition has added sites in France, Belgium, the USA, and China.
In the reporting year, Sartorius expanded its plant in Puerto Rico by adding a production facility for cell culture
media. The new facility allows the company to supply, from its plant in Yauco, high-quality cell culture media
in powder form, which are used in the manufacture of therapeutic proteins and other modalities. Production
in Yauco is focused on customers in the Americas region.
Moreover, construction started in Freiburg im Breisgau, Germany, on a center of excellence for thedevelopment and production of quality-critical reagents for the cell and gene therapy market. The newbuilding will increase the existing production of cytokines and growth factors and significantly expand researchand development. The building is scheduled for completion in 2025 and production is expected to start in
2026.
The supply chain situation continued to ease in 2023 compared with previous years. Delivery times for mostproducts have normalized, and the availability of electronic components and some chemical raw materials also
improved over the course of the year.

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Sartorius Stedim Biotech

Management Report 2.7 Sustainability

2.7 Sustainability
In accordance with the provisions of Article L.225 - 102 - 1 IV of the French Commercial Code, the Sartorius
Stedim Biotech S.A. subgroup is exempt from the obligation to prepare its own non-financial statement upon
submission of the non-financial statement of Sartorius AG for the Sartorius Group. Sartorius Stedim Biotech
as a Sartorius subgroup accounts for ~82% of the business in terms of sales revenues. Hence, and inaccordance with Articles L225 - 100 - 1 al 2 and 225 - 10 - 35 of the French Commercial Code the overarchingsustainability ambition and strategy along with concepts to key sustainability topis as described below apply
to the Sartorius Group as well as to Sartorius Stedim Biotech in the same way. In addition, non-financial
performance indicators are part of the Sartorius Stedim Biotech CEO variable remuneration, namely the
Employee Net Promoter Score a short-term target and the CO2 eq emission intensity reduction as a long-termtarget.

Sustainability Ambition and Strategy
As a signatory to the United Nations Global Compact, Sartorius is committed to complying with certain socialand environmental standards when conducting its business activities. The aim is to identify and assess adverse
impacts that are arising or may arise throughout the upstream and downstream value chain as a result of
business operations and, based on this, to prevent or mitigate significant adverse impacts and provide
remediation where they occur. The addition of sustainability aspects as a new element of corporate
management is a long-term transformation and requires ongoing dialogue, coordination and close
collaboration with relevant stakeholders along the value chain.
The company’s key stakeholders principally include customers and business partners, employees, investors
and local residents near Sartorius sites. Particularly in the case of customers, Sartorius uses a range of formats
to remain in constant dialogue regarding sustainability aspects of products, decarbonization and climate
neutrality, and other environmental and social standards. Employees, investors and suppliers are regularly
informed about relevant sustainability targets, measures and results. As part of its regular capital market
communication and SRI conferences, Sartorius was in constant discussion with analysts and investors. A virtual
capital market tutorial also took place, focused on the company’s decarbonization strategies and measures.
The sustainability strategy was discussed with selected suppliers at a supplier day. In addition, Sartorius is
involved in industry associations such as BioPhorum, NIMBL and PSCI on sustainability-related topics andactively shapes industry initiatives.
Sartorius defined the following strategic sustainability topics for the Group back in fiscal 2022, taking its key
stakeholders’ concerns into account:▪ Climate▪ Materials and circularity▪ Water and wastewater▪ Social responsibility▪ Corporate governance▪ Sustainability in the supply chains

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Management Report 2.7 Sustainability

Concepts for the Strategic Topics
Climate
The company is aiming to make its business activities net-climate neutral by 2045. This is to be achieved
through continuous decarbonization along the value chain and by removing unavoidable residual emissions
in line with the Paris Agreement.
In fiscal 2021, the Group set itself the target of reducing CO 2eq emission intensity by an average of 10% peryear by 2030 in comparison with the base year 2019. Sartorius has defined this indicator as adjusted
greenhouse gas (GHG) emissions by market-based calculation per net turnover in gCO 2eq/€ based on the
Accounting and Reporting Standards of the GHG Protocol. It includes Scope 1, 2 and 3 under the GHG
Protocol. The adjustment means that in the “Purchased goods and services” GHG category it accounts only
for the goods and services actually consumed for the manufacture of Sartorius’ products and services soldduring the fiscal year. This indicator forms part of the Executive Board’s and management’s long-term variable
remuneration components.
The Group has also set a target of cutting its avoidable, energy consumption-related gross Scope 1 and 2
emissions to zero by 2030. Process emissions generated during membrane production are currently deemedunavoidable based on the technology available at present
Overview of climate targets at Sartorius

In the reporting year, the company also committed to preparing medium-term, science-based climate targets,
which will be validated by the independent Science Based Targets Initiative (SBTi). The targets are due to besubmitted to the SBTi by October 2025.
Sartorius already identified a range of decarbonization levers along the value chain back in 2021. These
particularly include product design, the associated energy efficiency and selection of materials, and theGroup’s transport activities. The company is currently working on a concrete transition plan. As a first step, it
was decided in the reporting year to switch all energy consumption to renewable sources by 2030.

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Management Report 2.7 Sustainability

Materials and Circularity
The company's ambition formulated in the 2023 financial year is to minimize recyclable waste and optimize
the use of resources along the value chain. In the reporting year, the Executive Board set the target for 2030
of generating at least 75% of the Group’s sales revenue with products designed acccording to circularity
principles. This includes product and transport packaging. The principles of circular design include durability,
reusability, repairability, disassembly, remanufacturing, refurbishment, recycling, recirculation by the
biological cycle, and other ways of improving the use of the product or material based on the circular economy.
A detailed implementation plan is currently being worked out. The company will start by driving the creationof Group-wide data transparency around resource flows. A multi-year master data program was launched in
the reporting year to initiate the first steps toward accounting for the inflow and outflow of resources at thecompany.
Conducting life cycle assessments is another key measure for quantifying the environmental impacts ofproducts, packaging and processes and identifying potential for improvement. Sustainability experts in theoperating divisions began these analyses in the reporting year, focusing on particularly relevant products andproduct groups.
Operational waste is already avoided during the production process by reducing or reusing scraps. This
primarily applies to bag, membrane and filter cartridge production. The relevant sites run an operational waste
management system. The Executive Board resolved in the reporting year to send no more operational waste
to landfill by 2030.
Overview of circularity targets at Sartorius

Water and WastewaterDistillation plants are operated at the membrane production sites in Göttingen, Germany, and Yauco, Puerto
Rico, that enable almost full recycling of solvents from the production process for own reuse. For solvents notrecycled in this process, the disposal by external service providers is arranged. Production wastewater that has
been pre-cleaned in accordance with legal limits is discharged into the sewage system or external service
providers are commissioned for further treatment.
EHS managers at the sites are responsible for local environmental management. Environmental aspects must
be regularly identified and analyzed as part of the local environmental management systems and improvement
measures drawn up on this basis.

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Management Report 2.7 Sustainability

Social Responsibility
Human Rights and Labor Standards
The Group has made a policy statement on respect for human rights and a position statement on labor andsocial standards and occupational health and safety available to all employees worldwide on the intranet.
Sartorius is committed to upholding human rights and labor standards that include the UN Guiding Principles
on Business and Human Rights, the International Bill of Human Rights, in particular the Universal Declarationof Human Rights, the UN International Covenant on Civil and Political Rights and the UN International
Covenant on Economic, Social and Cultural Rights, the International Labor Organization (ILO) Declaration on
Fundamental Principles and Rights at Work, and the OECD Guidelines for Multinational Enterprises. The
Sartorius Code of Conduct sets binding minimum standards for law-abiding and ethical conduct throughout
the Group, which also include binding labor standards.
These labor standards are overseen by various functions at different levels at Sartorius. For example, theEnvironment, Health, and Safety (EHS) Department coordinates the global concepts in the field ofoccupational health and safety. Individual sites have also introduced specific management systems inaccordance with ISO 45001.
The company monitors compliance with the provisions of the Code as part of its compliance management
system, for example through regular internal audits by the Group Auditing Department. Once a year, a report
is submitted to the responsible Supervisory Board committee. Further information on the compliancemanagement system can be found in the corporate governance statement of the Sartorius Group’s annual
report.
Compliance with the human rights requirements set out in the Sartorius Code of Conduct is also verified byexternal audits performed by an accredited organization in accordance with the standards of thePharmaceutical Supply Chain Initiative (PSCI). The PSCI has established itself as an initiative in thepharmaceutical industry to promote sustainability throughout the value chain. In a rolling process, five sites
selected on the basis of risk are chosen for audit each year.
Employees also have the ability to report human rights and labor standards violations at any time to theappropriate manager, employee representatives, compliance officer, or via the compliance or whistleblower
hotline as well as anonymously via the whistleblower portal.
Diversity
As a signatory to the Diversity Charter, Sartorius is committed to promoting workforce diversity beyond thesebasic labor standards. Company-wide networks have been established in this context, such as an LGBTQ
Alliance and the Sartorius Business Women Association (SBWA) to achieve gender parity in management
positions.
Employability
Sartorius is committed to promoting its employees’ ongoing personal and professional development and has
also enshrined this in its management guidelines.
Annual performance reviews between employees and their managers provide a forum for discussing
performance, targets, and individual development opportunities. The company offers a wide range of training
opportunities across the Group, such as management development and mentoring programs, self-learning
opportunities, and also opportunities to work abroad.
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Management Report 2.7 Sustainability

Satisfaction
Within the framework of a global employee survey conducted twice a year, the Group regularly determines its
employees’ overall opinion of the company and its leadership culture, the workplace, and job satisfaction in
general, for example.
The employee net promoter score, which measures the extent to which employees would recommend
Sartorius as an employer, forms part of the Executive Board’s and management’s short-term variable
remuneration components. Sartorius has set itself the goal of achieving an average annual score of 35.
Corporate GovernanceCorporate governance is based on the requirements defined in the German Stock Corporation Act(“Aktiengesetz”) and the recommendations of the Corporate Governance Code. The corporate governancestatement and declaration of compliance can be found in the Sartorius Group annual report.
Through its Group-wide compliance management system, Sartorius aims to ensure that members of its
individual boards, executives, and employees comply with all legal regulations and codes and perform theiractivities in accordance with the company’s internal guidelines. A Compliance Management Manual was
introduced in the reporting year, summarizing the responsibilities and authority of individual functions andsetting out the processes for efficient collaboration between them. The basic principles of the compliancemanagement system are explained in the corporate governance statement of the Sartorius Group annual
report.
The issue of anti-corruption is also a central component of the compliance management system. The related
requirements employees must comply with are laid out in a dedicated Anti-Corruption Code, and employees
regularly receive training focused specifically on the contents of the Code.

Sustainability in the Supply Chain
Our fundamental sustainability requirements were laid out in our Code of Conduct for Business Partners,
which was updated in September 2022 with respect to some human rights issues in the context of theimplementation of Germany’s Supply Chain Due Diligence Act (LkSG) and published in a new version. This
Code of Conduct has been binding for new suppliers since 2019. Both new and existing suppliers are required
to sign the updated Code of Conduct.
A standardized, multi-stage process is in place to assess supplier sustainability. This is based on internal andexternal information and requires corrective measures to be taken in the event of non-compliance. In the
Bioprocess Solutions Division, a risk committee has been set up, which receives regular reports on the results
and decides on the action to be taken. The supplier evaluation process involves reviewing compliance withsustainability requirements using self-assessments based on standardized questionnaires via recognizedproviders. For selected suppliers, Sartorius engages external, independent on-site sustainability audits.
Furthermore, sustainability aspects form part of the on-site quality audits conducted by Sartorius itself. The
sourcing departments are responsible for ensuring that suppliers are bound by the Code of Conduct and forverifying compliance with the requirements. The quality departments are responsible for carrying out thequality audits.
In addition, Sartorius maintains a continuous dialogue with suppliers to promote their commitment tosustainability issues.

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Further Information
Further information on sustainability, particularly the results of our concepts for strategic sustainability topics
and the reporting in accordance with Article 8 of the EU Taxonomy Regulation 2020/852, can be found in theNon-financial Statement of the Sartorius Group annual report.
Sustainability reporting in this Non-financial Statement is supplemented by the Sustainability Report of theSartorius Group, which is prepared based on the GRI Standards. The Sustainability Report for the past fiscal
year will be published in the first quarter of 2024.

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Management Report 2.8 Risk Management Organization

2.8 Risk Management Organization
Principles
Every business activity entails risks that have to be managed, and their management is a decisive successfactor for the future development of a company's shareholder value.
The point of risk management is not to always eliminate every risk possible; rather, the company’s approach is
to intentionally take a certain measure of risk in business activities in order to be successful in unlocking
opportunities. In this context, it is important to keep risks within acceptable limits and to control them carefully.
Through appropriate guidelines, it is ensured that risk assessments are taken into account in the decisionmaking processes from the very beginning.
At Sartorius Stedim Biotech, identification and management of risks is a cross-functional component of Groupmanagement. In this respect, Sartorius Stedim Biotech’s risk management is integrated into the Sartorius
Group organization. The risk management organization reflects a global functional organization in which
individuals heading a functional area are each responsible for their own management of risks. The Finance &Controlling department ensures a regular reporting process and is responsible for the further development of
the Group's risk management system as a whole (Central Risk Management function).

Organization
Overall responsibility for an effective risk management system lies with the Audit Committee. The
coordination and further development of this system as well as the combined risk reporting are theresponsibilities of the Finance department, while the particular functional areas are responsible for identifying
and reporting individual risks, as well as for assessing their potential impact and for taking the appropriate
countermeasures.
The Audit Committee monitors the effectiveness of the risk management system: while carrying out theirstatutory audit mandate for the annual financial statements and consolidated financial statements, theindependent auditors examine whether the early warning system in place is capable of prompt identificationof risks that could jeopardize the future of the company. Finally, the Internal Audit department regularly
reviews the risk management process and system. The main results and findings of these audits are discussed
in the Board and Audit Committee meetings. Any adjustments to the risk management system are
implemented by Central Risk Management.

Insurance
Sartorius Stedim Biotech has taken out insurance policies to cover a wide range of risks where possible andeconomically advisable. These insurance policies include coverage against product liability, property damage,business interruption, and cyber, transport, and financial losses and provide comprehensive coverage for legal
costs. The type and scope of insurance coverage are regularly reviewed and adjusted by an independent
department in cooperation with an external insurance broker.
When selecting insurers, the Group considers particularly the credit rating of these entities, as well as thetarget to achieve a high degree of diversification to mitigate the related risks.

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Risk Management System and Risk Reporting
The risk management system of the Sartorius Group is documented in a Risk Management Handbook thatapplies throughout the entire Group and includes definitions of the framework, the structural organization,
processes, risk reporting and monitoring, and controlling of the effectiveness of the risk management system.
This Handbook is based on the ISO 31000 "Risk Management - Guidelines" standard and the COSO standard(COSO = Committee of Sponsoring Organizations of the Treadway Commission). There are also a number ofother sources that contain guidelines for dealing with risks, including the Articles of Association and rules ofprocedure of the Group companies and other internal guidelines. The Group’s dynamic development over the
past years and the increasing demands of customers and regulators meanwhile require that the guidelines andrules are adapted continuously.
The reporting process in the risk categories subsequently described establishes the rules for the ongoing
review of and gathering of information on risk situations. If specific risks are identified, these are documented
with respect to their assessment, probability of occurrence, and measures to be taken to eliminate such risks
or to mitigate their impact. Assessment of risks is governed by the remaining net risk, after any risk-mitigating
action has been taken. In addition, as soon as these risks reach defined size criteria, they are reported into therisk management tool. Central Risk Management aggregates these risks and informs the Audit Committee
regularly on the Group's risk situation. This information includes a comparison of the risk portfolio with the riskbearing capacity of the Group, determined on the basis of a rolling liquidity planning. An urgent reporting
procedure is in place to ensure that when a new or emerging significant risk to the Group’s net worth, financial
position, and profitability is identified, the Audit Committee receives all of the necessary details without delay.
Sartorius Stedim Biotech has defined a risk matrix that categorizes the probability of occurrence and potential
impact on the net profit into specific classes as follows:
Probability of Occurrence
Remote< 10%

Possible

10% - 50%

Probable

50% - 75%

Very likely> 75%

Significancein millions of €Impact on Earnings

Insignificant< 10Moderate

10 - 50

Significant

50 - 100

Critical> 100

These two elements are combined to form the following matrix that indicates the importance of the individual
risks for the Group:
> 75%

low

mediumhigh

50 - 75%low

mediummediumhigh

10 - 50%

low

mediummediummedium

< 10%

low

low

mediummedium< €10 million€10 - 50 million€50 - 100 million> €100 million

Probability | Impact

high

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Management Report 2.8 Risk Management Organization

Risk Factors
Overview
To structure risks in a meaningful way, four main categories have been defined: external risks, operating risks,financial risks and compliance risks. Each main category is divided into several subcategories that are shownin the table below and further described in the following sections.
For the purposes of this report, the probability of occurrence of the risks has been assessed as shown below
and, in the adjacent columns, classified according to their particular significance for the entire Group. The
most significant risks in each category are marked with an asterisk.
Probability of
Risk Category

Occurrence

SignificanceNet Impact

External risks

ProbableSignificant

MediumProcurement risks*PossibleSignificant

MediumProduction risks

PossibleSignificant

MediumSales and distribution risks

PossibleSignificant

MediumCompetitive risks

Possible

Moderate

MediumQuality risks

RemoteSignificant

MediumResearch and development risks

PossibleSignificant

MediumAcquisition risks

PossibleSignificant

MediumPersonnel risks

PossibleSignificant

MediumIT risks

PossibleSignificant

MediumExchange rate risks*

Probable

Moderate

MediumInterest rate risks

Probable

Moderate

MediumLiquidity risks

RemoteModerate

Low

Tax risksPossible

Moderate

MediumRegulatory risks*PossibleSignificant

MediumEnvironmental risks from the production process

RemoteModerate

Low

Litigation risks

Possible

Moderate

MediumOperating risks

Financial risks

Compliance risks

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External Risks
General Risks
The effects of the coronavirus pandemic had a significant temporary impact on Sartorius Stedim Biotech’s
business development. As one of the leading bioprocess technology providers, the Group was able tocontribute to overcoming the pandemic by supplying products for the manufacture of coronavirus vaccines
and test components and to generate extraordinary increases in revenue in 2021 and 2022. In 2023, thesignificant reduction of the Covid- 19 -related business combined with customers’ inventory reductions led toa double-digit decline in orders and revenue.
Since the beginning of Russia's attack on Ukraine, Sartorius Stedim Biotech has suspended all businessactivities in Russia that are not related to humanitarian medical products. As a result, sales generated in Russia
dropped significantly and had a moderate impact on the Group. The indirect effects of the war, for example
inflation, impacted supply chains, and potential gas or energy shortages were controlled by the Group througha variety of measures. Price increases were introduced to compensate for the higher procurement costs. The
German Group locations have been able to make themselves largely independent of the Russian gas supply,
for example, by creating the technical prerequisites for a conversion to oil. Regarding suppliers with energyintensive production processes, safety stocks have been increased.
Overall, the direct and indirect effects of the Ukraine war on the Group's future business development are notsignificant. Since the conflict is ongoing and the further development of the dispute and the indirect effects
cannot be reliably estimated, there is a high level of uncertainty in this context.
Sartorius Stedim Biotech runs a cell culture media facility in Beit Haemek in the northern part of Israel. Whilemost of the fighting following the attack by Hamas is centered at the surrounding of the Gaza Strip, thesouthern region of Israel and the greater Tel Aviv area, the situation in the northern border region is also
becoming increasingly tense. Local production as well as transport and logistics have been maintained so far.
A further escalation of the conflict in Israel or the whole region might lead to temporary production stops. To
strengthen resilience and safeguard delivery reliability, Sartorius Stedim Biotech is working on building backup
capacities for the products currently only manufactured at this site. Overall, the business volume of the
products manufactured in Israel is not critical for Sartorius Stedim Biotech (<1% of Group revenue).
In addition to the above-mentioned conflicts, other events, such as natural disasters, may also have an impact
on the Group's business activities. The largest sites in Germany and France do not face any major risks in thisrespect, while especially the production plant in Puerto Rico is exposed to the risk of severe hurricanes or
earthquakes and could be impacted accordingly. This plant is producing a wide range of products for the US
market, and any major damage could therefore have a significant impact on the Group’s earnings. By applying
the highest possible safety standards to the buildings and explicitly considering this risk in the warehousing
and international production network strategies, Sartorius Stedim Biotech is reducing the related exposure.
Since the Group companies operate globally and have international interdependencies, punitive tariffs andtrade conflicts can have negative effects on the business activities. To reduce any possible impacts, various
measures are currently being reviewed, such as an extension of the supplier network.
Overall, the importance of geopolitical risks for the Group's business activities has increased significantly inrecent years. Developments in this regard are being observed, and measures to reduce risks are being initiatedas early as possible.

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Operational Risks
Procurement Risks
The company purchases a wide range of raw materials, components, parts, and services from suppliers and isconsequently exposed to the risks of unexpected delivery bottlenecks and | or price increases. The global
economic environment in 2022 and 2023 has led to price increases in nearly all areas. Price effects on thepurchasing and customer sides largely offset each other, with the result that inflation did not have a significant
negative impact on the Group’s profitability. In future it might not always be possible to impose further priceincreases on customers, and margins would be diluted accordingly.
In the field of supplier management, powerful tools and robust processes have been implemented in recent
years to manage risks and ensure supply continuity. Important measures to reduce potential supply
bottlenecks include maintaining safety stock levels and identifying alternative materials and suppliers.
Consequently, the Group does not consider itself to be specifically dependent on individual suppliers. In
addition, the Group regularly conducts supplier reviews and carefully monitors the delivery status andinventory coverage of critical raw materials.
The Group actively mitigates procurement risks arising from potential shortages of raw materials andcomponents in the market. By concluding binding purchase agreements with suppliers and | or by seeking
alternatives within the supplier network, their impact can be reduced and continuous supply largely secured.
In 2023, the Group observed a normalization of global supply chains in many areas following partial supply
bottlenecks for raw materials and components as a result of the coronavirus pandemic and the Ukraine war.
In addition, Sartorius Stedim Biotech identifies and evaluates the supplier base in accordance with legal
requirements (for example from the Supply Chain Due Diligence Act) as well as regarding compliance withinternal and external sustainability standards. In the event of deviations, the process provides for a large
number of measures that are coordinated with the suppliers concerned.

Production Risks
The Group manufactures a significant proportion of products that involve a high level of vertical integration(for example filters). Other products, such as fermenters and bioreactors, are manufactured in collaboration
with suppliers so that some of the production risks are transferred to external third parties. Where products
are manufactured internally, the Group bears the associated risks of capacity bottlenecks or overcapacity,
production downtimes, excessive reject rates, and high levels of tied-up working capital, as well as dependency
on individual manufacturing sites.
These risks are reduced by planning production capacities carefully, using versatile machines and semiautomated individual workstations in conjunction with flex-time work schedules, and continuously monitoringproduction processes. Moreover, a global manufacturing network enables the Group to compensate partiallyfor capacity bottlenecks by shifting production to other regional plants and to limit the dependency on
individual local manufacturing sites. Strong demand volatility, as has been the case since the beginning of thecoronavirus pandemic, can nevertheless lead to temporary over- or underutilization of production capacities,
with corresponding positive or negative effects on profitability.
Some production processes use highly flammable or explosive materials. The improper handling of such materials
can result in significant damage to property and business interruptions. The Group has taken all necessaryorganizational and structural measures at the affected locations to mitigate this risk as much as possible.
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Sales and Distribution Risks
Sartorius Stedim Biotech uses a variety of channels to sell and distribute its products around the world. The
potential risks entailed are unexpected changes in the demand structure, growing price pressure, and noncompliance with supply agreements concluded with customers. The ongoing normalization of demand as aresult of the decline in Covid- 19 -related additional business and the reduction of increased inventories on thecustomer side is likely to have only a temporary impact on the development of the industry. The Groupconsiders the basic growth drivers as intact and expects profitable growth again in the coming years (seechapter Sector Conditions on page 27 and 30 and the Forecast Report, page 66).
The Group employs targeted market analyses to identify emerging demand trends in individual segments
early on so that appropriate responses can be initiated. Technical innovations and the fact that a large numberof the Group’s products are used in validated production processes in the biopharmaceutical industry reduce
the exposure to the risk of growing price pressure.
Geopolitical crises often lead to trade restrictions or sanctions on certain products in individual countries orregions. A tightening of sanctions in the current conflicts or the adoption of further restrictions, for example
due to new crises, may therefore also lead to further restrictions on the Group's sales opportunities.
Sartorius Stedim Biotech sources its key customers from the pharmaceutical, chemical, and food industries.
These customers are usually relatively large organizations that have been in existence for some time and havestrong credit ratings and accordingly low credit risks. Most business areas have a highly diversified customer
base, so the Group as a whole is not dependent on individual key accounts to any significant degree.

Competitive Risks
Sartorius Stedim Biotech has a leading competitive position in its core technologies and competes mainly withlarger rivals sharing the status of a globally operating company. As the Group serves a large number ofcustomers from highly regulated sectors like the pharmaceutical and food industries, and the technology
barriers to market entry are fairly high, the probability of new competitors emerging within the short term isregarded as relatively low.
The fact that many of the Group’s products are used in validated processes, especially those in thebiopharmaceutical industry, reduces the risk of losing significant market share within a short time frame. Conversely,
the hurdles faced by Sartorius Stedim Biotech in winning clients from competitors in this industry are also higher.
Further risks could arise from changes in the competitive environment, for example, further consolidation in
the markets or new competitors, for instance in China. Sartorius Stedim Biotech has been continuously making
acquisitions in recent years, thus further strengthening its market position and opening up new potential synergies.

Quality Risks
Customers use Sartorius Stedim Biotech’s products in a wide range of critical production processes, including
the manufacture of vaccines, medications, foods, and chemicals, as well as in research and development
laboratories. The main risk encountered in these areas is non-compliance with specified quality criteria,
impacting the performance of the products, which can lead to losses for the Group’s customers, or thecustomers`, for which the Group may be made liable through compensation claims. Especially in the field ofvaccine or drug production, the damage caused can be significant, even if only small production volumes arelost on the customer side.
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The company applies rigorous quality checks and advanced production methods and processes, such as
cleanroom technology – where necessary - to ensure that all products satisfy the most stringent quality
standards and high regulatory requirements. These manufacturing methods and processes are subject toconstant review under the continual improvement processes and are optimized as requirements evolve.
Quality control tests are implemented through in-process control tests and test procedures of final products
to ensure that critical or essential product properties are continuously met. A rigid product release processensures that only products will be shipped that are in compliance with the agreed specifications.
The effectiveness of the Group’s quality system is confirmed through the successful completion of regular
audits by customers as much as through implementation of certified quality systems compliant with ISO 9001
and, where applicable, with ISO 13485 to document the high level of quality achieved in Sartorius Stedim
Biotech’s products and processes. Irrespective of these measures, significant insurance coverage against
product liability risks is maintained.
Sartorius Stedim Biotech is continuously expanding its product portfolio with new technologies andapplications, not only through its own developments, but also through collaborations with partners. To ensurethat partners meet the high quality standards, a rigorous qualification process has been established. The
Group also helps its partners to improve their quality systems when needed.
In addition, a traceability system has been established that enables the Group to efficiently identify and, if
required, recall an entire production batch immediately. This minimizes the consequences in the event that adefect or non-conforming item is discovered in a product and ensures compliance with regulations. A
complaint management system has also been installed to deal with customer requests promptly and to ensure
efficient documentation.
In the addressed sectors, quality requirements are growing more and more stringent all the time, not least as
a result of increasing requirements on protection of medical patients and on product safety by regulatory
authorities. There is a risk that new regulations may be overlooked or be difficult to implement. Through thework on professional committees, and the membership in industry associations and standards committees,
the Group actively takes part in drafting new standards and guidelines and is able to identify emerging
requirements at an early stage and make the necessary preparations.

R&D Risks
The Group devotes a considerable share of its resources to research and development. Potential risks in thisarea may arise from development results that diverge from market needs or application requirements and fromexceeding planned development deadlines and budgets. These risks are substantially limited through trend
monitoring as well as extensive proof-of-concept activities to de-risk product development, as well as project
management, intensive R&D controlling, and early involvement of customers in the development process. In
particular, the company ensures that proofs of concept and product designs are always reviewed promptlywith regard to how well they meet customers' needs so products can be adapted accordingly as required. The
continuous tracking of technology trends and competitor activities together with early-stage patent filingensure the Group’s technology and marketing position.

Acquisition Risks
The purchase of companies or parts of companies entail, a number of typical risks, such as incorrect valuation
assumptions, insufficient usage of anticipated synergy effects, and unsuccessful integration.

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Sartorius Stedim Biotech takes various measures to reduce these risks. These include performing a thoroughdue diligence review of important areas and carrying out a comprehensive analysis of the market concerned.
In addition, the Group involves external consultants and experts in the purchase or sales process as required.
A special focus is on the construction of transaction contracts so that they adequately counter such risks,
especially by clauses assuring specific characteristics, or by contractual warranty or guarantee provisions, aswell as agreements on mechanisms for adjustment of the purchase price and on liability clauses. Appropriate
insurance policies are taken out when necessary. Immediately after an acquisition has taken place, anintegration phase is initiated in which any potential risks can likewise be detected as early as possible andprevented or minimized by taking the appropriate counteractions. A Post-Merger Integration (PMI) Office has
been established as an independent function to ensure the efficiency of the integration process andminimization of the associated risks.
In the past years Sartorius Stedim Biotech has made significant acquisitions, mainly in the field of cell and genetherapy. In 2023 the Group acquired Polyplus, a leading developer and manufacturer of transfection and other
DNA | RNA delivery reagents and plasmid DNA in high quality and GMP grade. The purchase price of thistransaction was approx. 2.4 billion euros (including assumed debts). In combination with further acquisitions in
the areas of critical components for the development and manufacture of advanced therapies (BiologicalIndustries Israel, CellGenix, Xell, Albumedix) and downstream solutions for the manufacture of genetherapeutics (BIA Separations), the Group sees itself well-positioned in the dynamically growing field ofadvanced therapies.
At the same time, net debt and interest expenses have increased significantly. If the targeted modalities likecell and gene therapies do not develop as expected or the acquisitions cannot be integrated appropriately,
this could have a significant impact on the Group’s performance, and asset impairments (intangible assets andgoodwill) in the financial statements cannot be excluded.

Personnel Risks
As an innovative technology group, Sartorius Stedim Biotech employs a large percentage of highly qualified
people. This entails the risk that Sartorius Stedim Biotech may not be able to hire highly qualified employeeswith the right company fit in the future or may lose high performers currently working for the company. The
increasing volatility of the business volume over the past years poses major challenges for the integration andtraining of new employees (growth scenario), and on the other hand, a great deal of flexibility is required, alongwith the ability to implement organizational changes efficiently and effectively.
Sartorius Stedim Biotech strives to retain employees in key positions and talented individuals over the longterm by offering compensation models in line with the market, targeted training opportunities, and attractive
long- and short-term working time and workplace models, and by highlighting interesting development
prospects. In this context, the Group particularly continued to enhance staff development initiatives andmanagement programs. The success of these measures is reflected in the low attrition rates seen in recent
years. In certain cases, employment contracts contain a clause prohibiting any move to a direct competitor.
Sartorius Stedim Biotech is countering demographic change primarily by training junior employees andpromoting continuous learning for every employee, accompanied by appropriate performance development
processes. This, in turn, creates opportunities for the Group, as training its own employees ensures that
Sartorius can meet its own demand for qualified personnel.
In order to smoothly onboard new employees and ensure an appropriate transfer of knowledge, the Group has
developed and implemented specific onboarding processes for employees and managers. In addition,
Sartorius Stedim Biotech uses a digital HR platform that supports secure and stable processes and enables
decisions to be made on the basis of high-quality data.
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IT Risks
The Group's business processes are supported by a wide range of specific IT systems and software
applications. The technical IT infrastructure and the global network connecting the Group's locations play adecisive role in the operation and optimization of business processes.
However, the increasing dependence on these systems also harbors risks. In addition to others, cyber-attacks
represent a significant threat, which can lead to considerable restrictions and even failures of businessprocesses. In the worst-case scenario, such attacks could lead to uncontrolled data loss or manipulation ofdata, as well as downtime and failure of applications, systems, and facilities.
To minimize these risks, the Group continuously invests in new and reliable technologies and ensures the safe
operation of applications, systems, and plants. In the past fiscal year, another important step was taken to
ensure the secure operation of the global IT infrastructure and application landscape with the certificationaccording to ISO 27001 and the associated establishment of a management system for information security.
Sartorius Stedim Biotech also works with certified IT security partners, with whom strategic concepts for IT
security and efficiency are developed, and systems and equipment for security are tested in regular audits.
Additions and adaptations to dynamic risks and threats in the security strategy are continuously integrated
and implemented in the system and application landscape. These measures provide reliable protection andmake it possible to detect potential threats at an early stage and respond to them quickly and appropriately.
The Group involves employees in the security strategy by regularly providing them with easy-to-implement
but effective strategies for safe behavior and secure handling of information technology in addition to basic
training and encourages them to report suspicious activities directly to the IT department for further
investigation.

Financial Risks
The global nature of the Sartorius Stedim Biotech Group’s operations means that its business activities areinevitably exposed to financial risks. The most significant of these are exchange rate risks, interest rate risks,liquidity risks, and tax risks.

Exchange Rate Risks
As a consequence of its global business activities, the Group is exposed to risks arising from currency
fluctuations in foreign exchange rates. Since around two-thirds of consolidated sales revenue are generated
in foreign currencies and, in turn, approximately two-thirds of this total revenue is in US dollars or in currencies
pegged to the US dollar, the Group is positively or negatively impacted by currency effects when convertingthe currencies of balance sheet items and profit or loss items, respectively. Other currencies relevant to the
Sartorius Stedim Biotech Group are the British pound, the Singapore dollar, the South Korean won, theJapanese yen, the Chinese renminbi and the Swiss franc.
The global production network enables the Group to offset the majority of sales revenues generated in foreign
currencies against costs likewise incurred in foreign currency. For example, many products for the North
American market are manufactured locally, and the Group is therefore not disadvantaged on the cost side incompeting with US rivals, insofar as this risk is concerned.

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The risk exposure is monitored continuously with a cash flow at-risk model in order to evaluate and steer theremaining risk based on the expected net exposure for the next 12 months and taking into consideration
hedging transactions already executed. This is the basis to decide on whether to employ additional derivative
financial instruments, especially spot, forward, and swap transactions, to adjust for maximum loss. Please referto page 184 for further details on fx hedging.

Interest Rate Risks
The Group has concluded fixed interest agreements for about 95% of its debt instruments outstanding so thatany changes in the interest rate will not have any meaningful effect on consolidated earnings. The remaining
portion of the financing instruments outstanding as of the reporting date is subject to variable interest rates
based on short-term money market rates. The Group constantly monitors interest rate trends and the Group’s
interest rate exposure and arranges for hedging transactions where it is considered necessary and financiallyadvisable to do so for individual loans. As of December 31, 2023, the Group did not hold any interest rate
derivatives in its portfolio of financial instruments.

Liquidity Risks
The general risk is that Sartorius Stedim Biotech will not be able to pay its creditors. In order to minimize thoseliquidity risks in the individual Group companies on the one hand and to optimize the Group’s net interest
income on the other, a variety of long-term and short-term financing instruments are used. With regard to thematurities of loans, Sartorius generally adopts a risk-averse approach.
As described in chapter 2.11, the Group is largely financed by its majority shareholder Sartorius AG and otheraffiliated companies of Sartorius Group. Therefore, Sartorius Stedim Biotech depends on its controllingshareholder with regard to financing. Since Sartorius Stedim Biotech is generating a large portion (>75%) of
the Sartorius Group’s revenues, profits, and cash flows, the risk that the funding will be stopped is very limited.
In September 2023, the Sartorius Group issued long-term, unsecured, and fixed-rate bonds with a total
volume of €3 billion. Maturities range from 3 to 12 years with interest rates ranging from 4.375% to 4.875%. The
funds were used in particular to refinance the bridge financing taken out for the Polyplus acquisition and also
for general corporate financing. Sartorius Stedim Biotech has received corresponding loans by Sartorius AG
and its affiliates. The interest rates and maturities are line with those of the underlying bonds.
There are some bilateral credit lines in place on a smaller scale for individual Group companies. Furthermore,cash pooling agreements are used between selected Group companies as the primary instrument for
managing liquidity within the Group.
On the level of the Sartorius Group and Sartorius Stedim Biotech Group, there are currently no financing
agreements that include clauses regarding compliance with financial covenants.

Tax Risks
Sartorius Stedim Biotech and its subsidiaries do business across the globe and are therefore subject to the tax
laws and regimes of various countries. Changes in tax laws, rulings by the courts, and interpretation of the lawsby the fiscal authorities or courts in these countries can result in additional tax expenses and payments andthus also affect the corresponding tax items in the statements of financial position and profit or loss.

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Management Report 2.8 Risk Management Organization

The central Group Tax department manages the resulting risks by continually monitoring and analyzing tax
conditions along with the support of third-party consultants in the respective countries.
In 2021 the OECD published detailed rules to implement the reform of the international tax system, which will
ensure that multinational companies are subject to a minimum tax rate of 15%. The minimum tax will apply tomultinational companies with a turnover of more than €750 million and therefore have an impact on Sartorius
Stedim Biotech. Based on the currently available information regarding the implementation of this regime inthe countries with the Group’s major business activities, the impact is expected to be rather low.

Compliance Risks
Regulatory Risks
As a partner of the biopharmaceutical industry and healthcare providers, Sartorius Stedim Biotech can also beaffected by underlying developments in these areas. In this context, the principle source of risk is the possibility
that regulatory authorities, such as the U.S. Food & Drug Administration (FDA), the European Medicines
Agency (EMA), and other national or international bodies might adopt a more restrictive approach to theapproval of new medications or medical devices of the Group’s customers. Due to the breadth of the Group's
product portfolio, an increasing number of relevant regulations have to be observed. This includes but is not
limited to requirements from authorities like the Environmental Protection Agency or the Department ofAgriculture in the USA, or equivalents of theses authorities in other countries. Global initiatives to reduce oreven ban the consumption of certain chemicals (for example PFAS) may have a significant impact on theGroup’s products, their applications and availability, of critical raw materials.
Failure on the part of Sartorius Stedim Biotech’s customers to adequately comply with the regulations in force
at any given time could delay approval processes or even reduce the number of newly approved drugs andthus also worsen the Group’s future prospects in the medium term. With regard to its own products, the Groupis also subject to extensive approval, registration, and reporting obligations in numerous countries. Failure tocomply with the often complex requirements could result in sales or import bans as well as penalties. The
functions responsible for regulatory affairs monitor the affected markets and assess whether the Group needs
to make any changes to its processes or actively participate in consultations, if required.
In recent years, environmental, social, and governance regulations have intensified, which play a major role in
the reputation of companies. As a manufacturer of numerous plastic products with production sites aroundthe globe, Sartorius faces a multitude of challenges. Accordingly, environmental and sustainability aspects areplaying an increasingly important role in many business processes at Sartorius.

Environmental Risks from the production process
Sartorius Stedim Biotech employs a range of raw materials, consumables, and supplies in its manufacturing
processes, including chemicals, plastics, metals, electronic components, and packaging. Some production
processes generate waste from solvents, that must be recycled and disposed of in accordance with specificregulations. There is a risk that the Group may not adhere to the necessary legal requirements in this area.
Environmental damages could affect Sartorius Stedim Biotech's reputation and have legal and financial
consequences. To further enhance the Group’s agility to fulfill legal requirements and meet industry
expectations platforms for environmental, health, and safety data management must be continuously
improved.

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Management Report 2.8 Risk Management Organization

The responsibility for compliance with all applicable regulations lies with the sites and divisions. The
Environment, Health and Safety department provides support and conducts audits. To address environmental
concerns and mitigate risks, Sartorius Stedim Biotech has established environmental management systems(in line with ISO 14001: 2015). Most of the Group’s production sites, including several in Germany, France,
India, Puerto Rico, and China have achieved ISO 14001:2015 certification. These sites have appropriate
measures in place to ensure compliance with legal and internal requirements and to continually introduce
sustainable technical innovation to enhance environmental aspects of production processes.

Litigation Risks
Litigation risks for Sartorius Stedim Biotech can arise from pending or forthcoming legal disputes or fromadministrative proceedings. All judicial or extrajudicial disputes are attended to by the company’s own
attorneys and legal experts, who engage external lawyers as needed.
At present, there are no pending or discernible legal disputes or proceedings that lack any cost coverage
allowances in the statement of financial position or that could have a substantial negative impact on the Group.

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Management Report 2.9 Internal Control Procedures

2.9 Internal Control Procedures
Introduction
The objectives defined by the Chairman for the internal control system of Sartorius Stedim Biotech are as
follows:▪ Prevent risks that would endanger the quality of the assets of Sartorius Stedim Biotech or evenits existence;▪ Ensure that the executive management activities, the transactions completed, and the conductof employees comply with the guidelines defined by executive management, applicable laws
and regulations, the fundamental values, standards, and internal rules of the business, and theethical codes and conventions of the healthcare industry;▪ Ensure that accounting and financial information and management data provided to the
executive management of the company accurately reflect the operations of Sartorius Stedim
Biotech;▪ Prevent risks arising from operations, errors, or fraud, especially in the accounting and financialarea.

Scope of Internal Control
The internal control system described covers the parent company and its affiliates.

Components of Internal Control
Environment for Internal Control
The core of any business is its people (their individual attributes, including integrity, ethical values, andexpertise) and the environment in which they operate. They are the engine that drives the organization andthe foundation that supports the company.
Risk Assessment Process — Risk Mapping
The company must be aware of, and deal with, the risks it faces. It must set itself objectives and integrate theminto its sales, production, marketing, finance, and other activities so that the organization operates in concert.
It must also establish mechanisms to identify, analyze and, manage the related risks.
Control Activities
These control activities are carried out at every level of the Group to ensure efficient internal control: checking
the accuracy, completeness, authorization, validation, and recording of transactions and ensuring thatdifferent people discharge different duties so as to reduce the risk of errors or fraud.
Information and Communication
The availability of accurate, reliable, and complete information is essential both to achieve business objectives
and to enable proper reporting to all parties concerned in compliance with the applicable laws and regulations.
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Management Report 2.9 Internal Control Procedures

Monitoring, Control, and Management
Responsibilities and authorities must be defined and understood at all levels of a company for internal controls
to function effectively. Duties must be assigned in such a way that a person’s work is always checked andapproved by a different person. Where the size of the local unit concerned permits, responsibility for initiating,authorizing, recording, and processing transactions must always be assigned to different individuals.
Unit management is responsible for maintaining internal checks and internal control at all times.

Internal Controlling Roles
Executive Management
The Chairman and Chief Executive Officer is responsible for the internal control system and management at
all levels. He is also responsible for the development, operation, monitoring, and management of the internal
controlling systems and for providing the necessary assurances that these steps have been implemented.
Audit Committee of the Board of Directors
The Audit Committee is responsible for carrying out any necessary reviews and evaluations of the internal
controlling procedures, including those relating to financial information, and also assists with the preparationof the Group’s consolidated financial statements. For further information about the Audit Committee, seepage 106.
Risk Management
The Sartorius Stedim Biotech Group is inevitably exposed to a wide variety of risks by the nature of its
operations around the world. Accordingly, an internal risk management system has been set up to help
identify, assess, and manage these risks efficiently. Within this system, representatives from different businessand functional areas regularly address issues related to the management of financial and nonfinancial risks(including environmental or social risks related to sustainability topics) in a quarterly reporting process. The
risk typology is described on page 50. The Audit Committee of the Board of Directors and the General
Management regularly hear the Head of Controlling, who gives an overview of such financial and non-financial
risks to which the company is exposed. This organization enables management to take appropriate actions, as
the CEO attends the Audit Committee as a guest.
Internal Auditing Department
Based on the annual audit plan approved by the Audit Committee of the Board of Directors, the Internal
Auditing department (IA) evaluates and improves the effectiveness of the organization’s governance, risk
management, and the internal controls in all Sartorius Group companies. As part of the internal control system,
IA contributes to the compliance with internal and external rules and standards. Based on the internal audits
performed during the year, IA compiles major findings and respective recommendations, which are presented
to the Audit Committee of the Board of Directors by the Internal Audit Management and the Head of Trade
Compliance. In 2023, the Company continued to review all policies, internal procedures, and organizational
measures and update them with the view of continuous improvement and to report annually at the Board of
Directors level.
Finance and Controlling Departments
The Finance and Controlling departments track and monitor operations and projects to optimize the Group’s
profitability and cash flow, providing both internal and external stakeholders with reliable information.
These two departments define the Group’s accounting rules and methods and its principle financial processes(multiyear business plan, budget, etc.) as well as reporting tools in order to monitor and support the day-today business.

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Management Report 2.9 Internal Control Procedures

Procedures for Preparing the Group Financial Statements and Other
Accounting and Financial Information
The accounts of affiliates are prepared in accordance with the Group’s accounting policies. The data is thenadjusted, where necessary, to produce company accounts that comply with the applicable local legal and tax
provisions. Integrated consolidation software is used both for management reporting purposes and to
produce the Group financial statements.
The Group has implemented a hard-close process as of November 30 in order to anticipate and improve theannual audit.
Accounting Standards
The consolidated financial statements are prepared in accordance with IFRS accounting standards as
currently adopted by the European Union. The consolidated financial statements comply with accounting
rules and methods as detailed in the notes to the consolidated financial statements.
Roles of the Group’s Finance and Controlling Departments
The Finance and Controlling departments check the quality of the reporting packages submitted by affiliates,for example, by verifying principal movements between the opening and closing balance sheets to prepare
the cash flow statement.
The Finance department also verifies the results of procedures, including currency translation, intercompany
eliminations, etc.
Key points of review include the preparation and validation of the statement of changes in shareholders’ equity
and the cash flow statement.
Financial Information and Reporting
The Group’s rules and procedures in relation to financial reporting and accounting are set out in the Financial
Reporting Manual. Application of and compliance with these principles, rules, and procedures are the direct
responsibility of the Finance Director of each affiliate. They must ensure that information provided via theManagement Information System fully complies with all applicable disclosure requirements.
Executive management reviews the effectiveness of the internal controlling of financial reporting regularly. In
particular, it verifies that transactions have been recorded consistently, in accordance with IFRS international
accounting standards as applied by the Group and as set out in the Financial Reporting Manual, in order toensure the pertinence of transactions and assets recognized within the times set.

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Management Report 2.9 Internal Control Procedures

Code of Conduct and Anti-Corruption CodeThe Sartorius Code of Conduct defines the requirements for responsible conduct by all employees of theSartorius Group. The Code provides employees with guidance, for example on human rights, internationalsocial and environmental standards, conflicts of interest, and other general standards and helps them to act ina legally correct and ethically appropriate manner in their daily work.
In addition, Sartorius has implemented an anti-corruption code. The Sartorius Anti-Corruption Code isintended to serve as the basis for sensitizing all employees to the dangers of corruption and, at the same time,
as a guideline, manual, and aid in the fight against corruption. For example, it governs the handling ofgifts/presents and sponsorships/donations.
The Company ensures that employees are familiar with the content of both codes by requiring them to takepart in an annual and mandatory online training course.
The Company also expects its business partners to comply with internationally recognized social andenvironmental standards, to abide by the laws, uphold the tenets of fair competition, and to respect humanrights. These requirements are set forth in the Code of Conduct for Business Partners.
A complaint system ensures that anyone inside or outside Sartorius can report established or soundly
suspected breaches of applicable laws, standards, and regulations and internal policies and guidelines.
Sartorius provides various channels for this purpose, which are available around the clock in various languages
and can be used anonymously if the reporter wishes. The compliance team can be contacted face-to-face, viaa telephone hotline, the department’s electronic mailbox, or the whistleblower system. The reporting channels
can be found on both the intranet and the external website.
The Company monitors compliance with the provisions of the Codes as part of its Compliance Management
System, and once a year, a report is submitted to the Audit Committee of the Board of Directors.

Compliance Management System
The Sartorius Group's Compliance Management System is designed to ensure compliance with legal andregulatory requirements in order to protect the company from sanctions, financial losses, and damage to its
reputation. At the same time, it contributes to the quality of Sartorius products and the long-term success ofthe company. To ensure compliance within the Sartorius Group, Sartorius has implemented a Group-widestandard that is described in a Compliance Management Handbook. This handbook summarizes the
responsibilities and authorities of specific functions and sets out the processes for efficient cooperation
between them.

Corporate Transactions
The company complies with Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse (the "Market Abuse Regulation") and the AFEP-MEDEF Code, as amended in
December 2022. Thus, transactions involving the purchase or sale of the company’s securities or financial
instruments are prohibited during the periods between the date on which managers, persons consideredmanagers under the law, and any person having regular or occasional access to privileged information areaware of precise information on the course of business or prospects that, if made public, could have asignificant influence on the price and the date on which the information is made public.

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Management Report 2.9 Internal Control Procedures

In addition, pursuant to Article 19 of the Market Abuse Regulation, these transactions are also prohibited for aperiod of thirty calendar days prior to the date of publication of the company's annual and half-yearly financial
statements.
In accordance with the Market Abuse Regulation and the recommendations of the AFEP-MEDEF Code,hedging transactions of any kind on the company's shares in connection with stock options are prohibited.
In addition, transactions in the company's shares by the persons referred to in Article L. 621 - 18 - 2 of the French
Monetary and Financial Code must be reported to the Autorité des Marchés Financiers (the "AMF") inaccordance with the procedures and time limits set out in Article 223 - 22 -A et seq. of the AMF's General
Regulations and Article 19 of the Market Abuse Regulation. These statements are available on the AMF
website (www.amf-france.org).
During the year ended December 31, 2023, the members of the Board and persons mentioned in Article
L.621 – 18 – 2 of the French Monetary and Financial Code have not carried out transactions on the company’s
shares.
In accordance with the recommendations of the AFEP-MEDEF Code and the Autorité des Marchés
Financiers Recommendation No. 2010 - 07 of November 3, 2010, hedging transactions of any kind on thecompany’s shares with regard to stock options are prohibited.

Mid-Term Prospects
The Group will continue to work on internal control issues by strengthening its approach to risk mapping andrisk management. This process is based on elements of the AMF Internal Control Reference Framework.

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Management Report 2.10 Forecast Report

2.10 Forecast Report
Biopharmaceutical Industry Expected to Grow
Strong, long-term trends drive growth in the pharmaceutical industry, which is almost entirely independent ofbusiness cycles. A number of different studies estimate that the global pharmaceutical market will grow by
between 3% and 6% annually in the period up to 2027. Within the pharmaceutical market, the biopharma
segment has been enjoying particularly strong performance for years and will continue to outperform themarket according to various forecasts. Average annual growth is expected to be around 10% in the coming
years. The market is anticipated to have a total value of around $695 billion in 2028, which means that the shareof biological medications and vaccines as a percentage of total revenue in the global pharmaceutical market
could rise from the current 39% to 44%.
Growth is driven in particular by the increasing demand for medications from the growing and ageing global
population as well as the great catch-up potential and improved access to biopharmaceuticals in emerging
markets. In addition, the number of approved biopharmaceutical medications is steadily increasing. Of theestimated 20,000+ medications in R&D pipelines, almost 45% are based on biological manufacturing
processes. For example, biopharmaceuticals are increasingly being used in yet-to-be fully exploredtherapeutic areas and in the treatment of rare diseases that have so far been incurable. The pharma industry is
increasingly concentrating on advanced therapies such as cell and gene therapeutics or biotechnologicallyprocessed tissue products. In 2023, more than 1,600 clinical trials with such treatment approaches wereconducted, meaning that this area offers significant growth potential over the medium-to-long term.
Innovative types of therapy for regenerative medicine and new substance classes, such as antibody-drug
conjugates (ADCs) or mRNA-based drugs, are increasing the number and range of approved
biopharmaceuticals in the long term and necessitating investments in innovative production technologies. As
a result, they are key growth drivers.
Biosimilars, that is, generic versions of reference biologics with comparable or better efficacy or fewer side
effects than the original compounds, are also playing an increasingly important role in the growth of thebiotechnology market. Current estimates indicate that by 2028, the market could grow by an annual averageof around 15% and reach a total value of approximately $67 billion. The significantly lower prices of biosimilars,particularly in emerging and developing countries, are creating new, affordable therapy options and areprojected to result in increased demand and rising production volume. The development of national
production capacities to meet the growing demand for medications is receiving political support in thesecountries and is fueling the establishment of local biotech companies. The biosimilars market in industrializedcountries is also likely to expand considerably in the coming years due to the expiration of patents for highselling biopharmaceuticals and an increasing number of approved biosimilars. While such generic
medications have been widely used in Europe for many years and have been able to gain significant market
share in some areas, progress in the USA has been rather slow until now due to regulatory, patent-law-related,and marketing hurdles. In the next few years, however, the trend toward increased usage of biosimilars is likely
to accelerate.

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Management Report 2.10 Forecast Report

Biopharmaceuticals are Gaining Importance - Growing Share of Sales in the Global Pharmaceutical Market

The biopharmaceutical industry must meet growing demand for medications while producing an increasing
number of approved medications and ensuring new types of therapy. Therefore, industry observers expectthat worldwide bioreactor capacities will continue to expand in the years to come. At the same time, theindustry faces rising cost pressure. This increases the significance of innovations for boosting flexibility andefficiency in biopharmaceutical research and production. In the future, the biopharmaceutical market will shift
away from a low number of especially high-selling medications that account for a majority of total production
volume toward an expanding range of products for smaller groups of patients. Technological progress leads
to ongoing improvements in the productivity of biopharmaceutical production processes. Therefore,
according to the research and consulting institute BioPlan, many manufacturers will likely rely increasingly on
flexibly usable single-use technologies for the commercial production of many new medications. Particularlyin the case of relatively small batches, single-use technologies already ensure more cost-effective production
than conventional stainless-steel units and have a better environmental footprint. To master these challenges,
more and more pharmaceutical companies are relying on digitalization and automation as well as innovative
software solutions for controlling and optimizing their processes. A further trend is process intensification, in
which several process steps, called unit operations, are interconnected, which, among other things, enables
greater product quantities to be manufactured faster while achieving higher quality.

Further Growth Expected in the Laboratory Market
Various market observers expect the market for laboratory instruments and consumables to grow by around
5% annually in the next few years and to reach a total value of around $103 billion in 2027.
Regarding end markets, the greatest dynamics will probably continue to be generated by the pharmaceuticaland biopharma industries, in particular, as a result of continuous research into and approval of new
medications, the high momentum of scientific and technological innovations, and strong growth in China. For
instance, EvaluatePharma expects sector-specific research spending to increase annually by 3.6% during theperiod from 2023 to 2028. According to market studies, the product area of bioanalytical instruments should
particularly benefit from this and further grow at an above-average rate within the laboratory market.
According to leading providers of laboratory instruments, demand for laboratory products in thepharmaceutical and biopharmaceutical industries is expected to expand moderately in 2024, despite the
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Management Report 2.10 Forecast Reportencouraging medium-term outlook. The reasons cited include restrained investment activity in the current
interest rate environment, the persistently muted funding environment, especially for small and medium-sizedbiotech companies, and severe market weakness in China.
Budget increases for academic and public-sector research institutions should continue to act as a growth
driver in some countries, while the projected slowdown in global economic growth poses risks to demand fromindustrial end markets. Market observers continue to expect China and India to generate the highest growth
rates in the medium term. Stricter regulatory requirements in a range of industries are also stimulating
increased demand for instruments used in sample analysis and quality control. In addition, investments inlaboratory infrastructure are becoming more attractive, especially in China, as a result of governmentsupported efforts to promote innovativeness in several key industries. In previous years, this had entailed a risein the share of global R&D spending attributable to China.
Sources: BioPlan: 20th Annual Report and Survey of Biopharmaceutical Manufacturing Capacity and Production, April 2023;
Evaluate Pharma: World Preview 2023, August 2023; Alliance for Regenerative Medicine: Sector Snapshot, August 2023; citeline:
Pharma R&D Annual Review 2023, May 2023; Markets and Markets: Biosimilars Market – Forecast to 2028, 2023; SDi: Global
Assessment Report 2023, April 2023; www.fda.gov

Future Business Development
Based on the slight demand recovery since the end of the third quarter of 2023 and the market outlook
forecast by industry observers, Sartorius Stedim Biotech expects profitable growth for 2024 and beyond.
However, as inventory optimization measures of customers have not yet been fully completed the company
projects business momentum to increase only gradually over the course of the year leading to a moderate firsthalf of 2024. In addition, business performance could also be affected by increasing geopolitical tensions
going forward.
Against this backdrop of still somewhat unstable market trends and therefore limited visibility, management
forecasts an increase in Group sales revenue in the mid to high single-digit percentage range, including acontribution of acquired businesses of around 2 percentage points. In terms of profitability, management
expects the underlying EBITDA margin to rise to more than 30% compared to the previous year’s figure of
28.3%. The above-average profitability of the Polyplus business will have a slightly positive effect on the margindevelopment. The capex ratio is projected to be around 13%, below the prior-year figure of 17.1%. Excluding
potential capital measures and/or acquisitions the ratio of net debt to underlying EBITDA is expected to be
3.5.
Forecasts have been prepared based on historical information and are consistent with accounting policies. All
forecast figures are based on constant currencies, as in the past years. Management points out that the
dynamics and volatilities in the industry have increased significantly in recent years. In addition, uncertainties
due to the changed geopolitical situation, such as the emerging decoupling tendencies of various countries,
are playing a greater role. This results in higher uncertainty when forecasting business figures.

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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

2.11 Management Report of the Parent
Company Sartorius Stedim Biotech S.A.
Financial Statements of the Parent Company as of December 31, 2023
Sartorius Stedim Biotech S.A. is the parent company of the Group. The company is a mixed holding company.
The company from now on is managing investments of the Group and real estates for the French companies.
In 2023, sales revenue generated at Sartorius Stedim Biotech S.A. was €M 2.3 compared to €M 2.6 in 2022.
The operating profit is €billion - 4.1 versus €billion - 4.9 in 2022. The net financing income totalled €M 102.7
versus €M 158.9 in 2021.
The net profit for 2023 is €M 100.6 compared to €M 154.7 in 2022.

Appropriation of the Net Profit
The ASM will suggest to appropriate the net profit of €100,601,092 for the reporting year of 2023 as follows:▪ The following amount is to be added to this balance: Year-earlier profit carried forward:€96,730,909▪ This would yield a distributable profit of €197,332,001▪ Total amount of dividends to be disbursed to shareholders: €63,593,849 excluding treasury
shares▪ Balance resulting from disbursement: €133,738,152
The remaining amount of €133,738,152 is to be carried over to the next year.

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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Dividends of the Last Three Financial Years(Information Updated as of 1st January 2023)
The table below lists the amount of the dividend per share distributed, since 2020, as well as the applicable tax
provisions.
Exercise

Dividend1

Amount eligible for the Amount not eligible for40% abatement
the 40% abatement

Dividend per shares1

Dec. 31, 2022

132,721,775

132,721,7750Dec. 31, 2021

116,142,805

116,142,805

01.44 €
1.26 €

Dec. 31, 2020

62,681,786

62,681,786

00.68 €

1 Prior deduction of social contribution on the dividend paid to physical person.

Proposition of Dividend for the 2023 Financial Year
The Board of Directors has decided to propose on March 27, 2024 Annual Shareholders’ Meeting a net
dividend of €0.69 per share for the 2023 financial year in comparison with €1.44 for 2022.
The dividends are distributed to the shareholders based on the proportion of the capital they hold.
The dividend will be paid on March 31, 2024.

Dividend Distribution Policy
The company has a policy of dividend distribution linked to the Group’s profit over the financial year
concerned on the one hand and to the Group’s predictable evolution and profitability on the other hand.
On the March 27, 2023, the Shareholders’ Meeting voted a net dividend of €1.44 per share. The payment of
the dividend was done on March 31, 2023.
Dividends and interim dividends paid and unclaimed are prescribed in favour of the State five years after theirdate of payment (article 2277 of the Civil Code).

Elements Likely to Have an Impact in the Event of a Public Offer
According to article L. 225 - 100 - 3 of the French Commercial Code, an element is likely to have an impact inthe event of a public offer: the first shareholder of Sartorius Stedim Biotech S.A. holds a significant percentage
of its capital and voting rights.

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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Sartorius Stedim Biotech S.A. Share Capital
Share Capital as of December 31, 2023
As of December 31, 2023, the share capital amounts to eighteen million four hundred and thirty-six thousand
thirty-eight euros (€18,436,038). It is divided into ninety-two million one hundred and eighty thousand one
hundred and ninety (92,180,190) shares worth twenty euro cent (€0.20) each, all fully subscribed and paid up(Heading I, Article 6 of the bylaws), all of which are entitled to the dividend for the financial year 2023, with the
exception of shares held by the company.

Date

Nature of the transaction

Share
par
value

Share capitalincrease

Sharepremium

Number of Share capital
Number of shares after theafter thenew sharestransaction
transaction

Year 2017

92,180,190 18,436,038.0

Year 2018

92,180,190 18,436,038.0

Year 2019

92,180,190 18,436,038.0

Year 2020

92,180,190 18,436,038.0

Year 2021

92,180,190 18,436,038.0

Year 2022

92,180,190 18,436,038.0

Year 2023

92,180,190 18,436,038.0

Sartorius Stedim Biotech S.A. Shareholdings as of December 31, 2023
Situation of Sartorius Stedim Biotech S.A. Shareholdings
Shareholders
More than 50%

SharesVoting rights

Sartorius AG

Sartorius AG

More than 10% but less than 50%

None

None

More than 5% but less than 10%

None

None

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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Over the past three years, the ownership of Sartorius Stedim Biotech S.A. share capital has been distributed asfollows:
December 31, 2021

December 31, 2022

December 31, 2023

Shareholders

Number of % of share % of voting Number ofsharescapitalrightsshares% of share % of voting Number of % of share % of voting
capitalrightssharescapitalrightsSartorius AG

68,044,513

73.8%

84.8% 67,844,071

73.6%

84.6% 67,844,071

73.6%

84.6%

Double voting
rights

68,044,513

73.8%

84.8% 67,844,071

73.6%

84.6% 67,844,071

73.6%

84.6%

Total Sartorius
Group68,044,513

73.8%

84.8% 67,844,071

73.6%

84.6% 67,844,071

73.6%

84.6%

Treasury shares

1,093

Single voting rights

12,921

15,191

Personnel andother shareholders
General public

24,134,584

26.2%

15.2% 24,323,198

26.4%

15.4% 24,320,928

26.4%

15.4%

Single voting rights 23,827,327

25.8%

14.8% 23,914,989

25.9%

14.9%

23,912,719

25.9%

14.9%

0.5%

408,209

0.4%

0.5%

100.0% 92,180,190

100.0%

100.0%

Double voting
rights307,257

0.3%

Total shares

92,180,190

100.0%

408,2090.4%

100.0% 92,180,190

0.4%

100.0%

Legal Disclosure of Thresholds Crossed
No legal disclosure of thresholds crossed has been registered during the fiscal year under study.
Shares% Issued Capital

Voting rights% Voting rights

Sartorius AG

67,844,071

73.6

135,688,142

84.6

Total Sartorius AG

67,844,071

73.6

135,688,142

84.6

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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Control of the Company as of December 31, 2023
Sartorius AG holds, directly or indirectly, 73.6% of the share capital and 84.6% of the outstanding voting rights.
Treasury shares are without voting rights.

Staff Shareholdings
None

Treasury Shares Held by Sartorius Stedim Biotech S.A.
15,191

Unpaid Capital
None

Authorized but Unissued Capital
None

Securities Not Representative of the Share Capital
None

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Sartorius Stedim Biotech

Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Authority Granted by the Annual Shareholders' Meeting to the Board of
Directors Still Valid.
Delegation granted for increase in capital by the Shareholder’s Meeting to the Board of Directors
Object - Duration

Limit

Ability to issue shares and/or securities giving access tothe share capital of the company and/or securities giving
the right to the allotment of the debt instruments, withpreferential subscription rights of the shareholders. (EGM
29/03/2022 – Resolution n°17)

The limit is €6,000,000 corresponding to the maximum
nominal amount of the increase of the share capital and tothe maximal nominal amount of the debt instruments and€500,000,000 on the maximum overall limit of the
maximum nominal amount of the debt instruments, it
being specified that the limits of the nominal amount of
the share capital increases and debt instrument, with orwithout preferential subscription rights of theshareholders, set from the eighteenth (18th) to the twentyfirst (21st) resolutions submitted to this Shareholders’Meeting shall be deducted from this overall limit.

None

The limit is deducted on the overall limit of €6,000,000(increase of the share capital) and on the overall limit of€500,000,000 (debt instruments).

None

The limit is deducted on the overall limit of €6,000,000(increase of the share capital) and on the overall limit of€500,000,000 (debt instruments), it being specified that
pursuant to Article L. 225 - 136, 2° of the French
Commercial Code, the issue of new shares shall be limited
to 20% of the share capital per year.

None

The limit amount 15% of initial issue of shares, pursuant to
the resolutions n°17 to 19 described above.

None

Granted for a period of 26 months as from 29/03/2022

Ability to issue shares and/or securities giving access tothe share capital of the company and/or securities giving
the right of the allotment of debt instruments, without
preferential subscription rights of the shareholders –through public offerings,other than those referred to in
the Article L. 411 - 2 of the French Monetary and Financial
Code. (EGM 29/03/2022 – Resolution n°18)

Use in 2023

Granted for a period of 26 months as from 29/03/2022
Ability to issue shares and/or securities giving access tothe share capital of the Company and/or securities giving
the right to the allotment of debt instruments, without
preferential subscription rights of the shareholders through public offers addressed exclusively to qualified
investors or to a restricted circle of investors as defined in
the article L. 411 - 2 of the French Monetary and Financial
Code. (EGM 29/03/2022 – Resolution n°19)
Granted for a period of 26 months as from 29/03/2022
Ability to increase the number of shares and/or securities
giving access to the share capital of the Company to beissued in the event of a share capital increase with orwithout preferential subscription rights of the shareholders.
(EGM 29/03/2022 – Resolution n°20)

Granted for a period of 26 months as from 29/03/2022
Ability to decide to issue shares and/or securities giving or The limit is deducted on the overall limit of 10% of thecapable of giving access to the share capital of the Company share capital of the Company at the date of the share
as consideration for contributions in kind in shares and/or capital increase (increase of the share capital) and on the
securities giving or capable of giving access to capital, overall limit of €500,000,000 (debt instruments).
without preferential subscription rights of shareholders.
(EGM 29/03/2022 – Resolution n°21)

None

Granted for a period of 26 months as from 29/03/2022
Ability to increase the share capital through thecapitalization of reserves, earnings or premiums or any
other sum upon which capitalization would be permitted.

The limit is €6,000,000 (corresponding to the maximum
nominal amount of the increase of the share capital), it
being specified that it is an independent limit.

None(EGM 29/03/2022 – Resolution n° 22)
Granted for a period of 26 months as from 29/03/2022

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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Ability to issue shares and/or securities giving or capableof giving access to the share capital of the Company,
reserved for members of company savings plan, without
preferential subscription rights of the shareholders(EGM 29/03/2022– Resolution n° 23)
Cancelled by EGM 27/03/2023 – Resolution N°15

The limit is €6,000,000 corresponding to the maximum
nominal amount of the increase of the share capital, it
being specified that it is an independent limit.

None

The limit amount of 10% of the Company's share capital
calculated on the attribution date

None

The limit is of 10% of the capital of the Company and by

None

Granted for a period of 26 months as from 29/03/2022
Ability to grant free new or existing shares to the benefitof employees or corporate officers(EGM 29/03/2022 - Resolution N°24)
Granted for a period of 38 months as from 29/03/2022.
Ability to reduce the capital by cancelling shares acquired
under buyback program(EGM 29/03/2022 - Resolution n°25)
Cancelled by EGM 27/03/2023 – Resolution N°14

period of 24 months.

Granted for a period of 24 months as from 29/03/2022
Ability to issue share, without preferential subscription
rights of the shareholders to named beneficiaries
EGM 27/03/203 – Resolution n°13)

Nominal amount of the share capital increase or shareNone

capital increases limited to 133,980 Euros

Granted for a period of 18 months as from 27/03/2023
Ability to reduce the capital in accordance with Article L.
22 - 10 - 62 of the French Commercial Code;(EGM 27/03/203 – Resolution N°14)

The limit is of 10% of the capital of the Company and by

None

period of 24 months.

Granted for a period of period of twenty-four (24) months
as from 27/03/2023
Ability to issue shares and/or securities giving or capableof giving access to the share capital of the Company,
reserved for members of company savings plan,
without preferential subscription rights of theshareholders.
(EGM 27/03/2023 – Resolution N°15)

The limit is €6,000,000 corresponding to the maximumNonenominal amount of the increase of the share capital, it being
specified that it is an independent limit.

Granted for a period of a period of twenty-six (26) months
as from 27/03/2023

Other Securities Giving Access to the Share Capital
None

Stock Options
None

Share Capital Dilution
None
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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Share Subscription Options Granted to Each Senior Executive of theCompany and Options Exercised by Them in Fiscal 2023
None

Share Subscription Options Granted to the Ten Top Non-senior Executive
Beneficiaries and Options Exercised by Them in the 2023 Fiscal Year
None

Options Exercised During the Fiscal YearAll options have been exercised in 2015. The stock option plans are now expired.
in €

2022

2021

2020

2019

2018

Dividend per share for the fiscal year

1.44

1.26

0.68

0.34

0.57

92,180,190

92,180,190

92,180,190

92,180,190

92,180,190

1.44

1.26

0.68

0.34

0.57

Number of shares
Dividend corrected per share1

1 Compared to the number of shares as of December 31, 2018

Share Subscription Plan
The stock option plans are detailed in the tables above. The authority delegated to the Board of Directors forsetting up a new plan has recently expired. The Board of Directors no longer has any such delegated authority
to set up any new plan.

Share Subscription Warrants
Sartorius Stedim Biotech S.A. has not issued any share subscription warrants.

Pledging of Shares
No Sartorius Stedim Biotech S.A. shares were pledged.

Pledging of Assets
None

Senior Executives
Information on Sartorius Stedim Biotech S.A. senior executives and a list of the positions they hold or have held
over the past five years are included in the Corporate Governance report.

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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Directors’ Fees
Directors’ fees are calculated on an annual basis. The method of calculating these fees remains the same. It is
as follows:▪ The Directors receive Directors' fees which amount and allocation are fixed by the Shareholders
Meeting upon proposal of the Board of Directors and on recommendation of the Remuneration
and Nomination Committee. This information is made public in the Universal Registration
Document and is available on the Company’s website.
▪ Each Director receives a fixed remuneration of €20,000 per year, to be paid after the annual
financial statements have been approved by the Annual Shareholders’ Meeting and which falls
due for payment after the Annual Shareholders’ Meeting. The Chairman of the Board receives
twice this amount. Furthermore, members of the Board receive an attendance fee of €5,000 per
meeting for the first six (6) meetings per year and reimbursement of its expenses in addition to the
fixed remuneration. For additional meetings, the members of the Board receive an attendance
fee of €3,000 per meeting.
▪ For their membership on the Audit Committee, each director receives a lump-sum amount of€6,000 per full year of membership in addition to the attendance fee of €3,000. If they chair thecommittee of the Audit Committee, instead of this, they receive a lump-sum amount of €12,000
per full year that they hold the chairperson in addition to the attendance fee.
▪ For their membership on the Remunerations & Nominations Committee, each Director receives
a lump-sum amount of €4,000 per full year of membership in addition to the attendance fee of€1,500. Insofar as they hold the chair of the Remunerations & Nominations Committee, insteadof this, they receive a lump-sum amount of €8,000 per full year that they hold the chairperson in
addition to the attendance fee.
The remuneration for the activities on any committee is due together with the remuneration under▪ the terms of previous subsection hereof.
▪ Any value-added tax is reimbursed by the corporation, insofar as the members of the Board areentitled to invoice the corporation separately for the value-added tax and they exercise this right.
▪ All these resolutions will not be applied to the Directors that got an executive top management
activity at the Group level, nor for the director(s) representing the employees. In this context, theexecutive corporate officers, as well as the Director(s) representing the employees, will not receive
any remuneration for their membership.
A total of €408,000 has been provisioned in directors’ fees for 2023 (payment in 2024).

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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Compensation of the Executive Management
Team1

Total 2023

Base | fixed salaries€ in K

Annual incentive€ in KLong Term
Incentive€ in K

1,005

690

0

315

216

150

0

66

Joachim Kreuzburg 2023
René Fáber 2023

789

540

0

249

Total 2022

1,520

788

336

396

Joachim Kreuzburg 2022

942

500

214

228

René Fáber 2022

578

288

122

168

1 For more details please refer to the chapter Corporate Governance on pages 81 - 113.

Independent Auditors
The independent auditors for Sartorius Stedim Biotech S.A. are:
▪ KPMG S.A., represented by Nicolas Blasquez.
▪ Deloitte & Associés, represented by Philippe Battisti.

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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Payment Terms of Trade Payables & Receivables
Payment Terms for Trade Payables & Receivables
Article D. 441 - 1st : Invoices received but not paid at Article D. 441 - 2nd: Invoices sent but not paid at thethe date of the end of the Year whose term hasdate of the end of the Year whose term has
expiredexpired0 day

1 à 30
days

31 at
60
days

61 at 91 days
90
and
days
after

0
31 at 60
Total day 1 à 30 days
days

61 at 90 91 days and
days
after

Total

(A) Repartition of late payment
Number of
invoices
concerned

0

Total Amount ofconcerned
invoices(including all
taxes)

0 675,847 6,000 5,829

Percentage ofTotal amount ofpurchases
including taxes
for the year

0%

7

5%

1

0%

1

0%

12

21

13,011 700,687

0%

0

3

2

2

2

9

0 –1,056,570 –890558 – 920243 – 2,196,709 – 5,064,080

5%Percentage ofsales including
taxes for the
year

6%

5%

6%

13%

30%

(B) Invoices excluded from (A) relating to disputed and and contentious Receivables non recorded
Number of
invoices
excluded

0

0

0

0

Total amount of
excluded
invoices
including taxes

0

0

0

0

(C) Reference payment terms used (Contractual or statutory period - article L. 441 - 6 or article L. 441 - 3 of Commerce
Code)
Payment terms
used for thepayment term
calculation

Contractual
time limit:
Legal time limit:

30 days

Contractual time
limit:

30 daysLegal time limit:

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Management Report 2.11 Management Report of the Parent Company Sartorius Stedim Biotech S.A.

Five-Year Financial Results of the Parent Company Sartorius
Stedim Biotech S.A.
in millions of € and € earning per share

2019

2020

2021

2022

2023

18.4

18.4

18.4

18.4

18.4

Share capital at end of period
Share capital (capital stock)
Number of shares outstanding

92,180,190 92,180,190 92,180,190 92,180,190 92,180,190

Transactions and financial performance
Sales revenue (excl. VAT)

2.1

1.9

2.1

2.6

2.3

Profit before tax, employee profit sharing plan, amortization,
depreciation and provision expenses (and reversals)

57.2

81.4

115.0

154.9

100.5

Income tax

– 0.4

– 0.7

– 1.4

– 0.8

– 2.5

Contribution to employee profit-sharing plan

0.0

0.0

0.0

0.0

0.0

Net profit

56.8

81.2

115.5

154.7

100.6

Dividends paid or proposal of dividend

52.5

31.3

62.7

116.1

132.7

EPS after tax and employee profit-sharing, but before amortization,
depreciation and provision expenses

0.63

0.89

1.26

1.69

1.12

EPS after tax and employee profit-sharing, amortization, depreciationand provision expenses

0.62

0.88

1.25

1.68

1.09

Dividend per share

0.57

0.34

0.68

1.26

1.44

Workforce size

0

0

0

0

0

Personnel costs

0

0

0

0

0

Social security costs

0

0

0

0

0

Earnings per share

Personnel

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Corporate Governance03

Sartorius Stedim Biotech

Corporate Governance 3.1 The Board of Directors and its Committees

In accordance with Articles L. 225 - 37 - 4 and L. 22 - 10 - 10 of the French Commercial Code, the following
section includes the Report of the Board of Directors on corporate governance, the composition of the Boardof Directors and the conditions for preparation and organization of the Board’s work. In accordance with
Article L. 22 - 10 - 10 of the French Commercial Code, the Company acknowledges that it voluntarily adheresto the corporate governance Code for listed companies (AFEP-MEDEF Code - December 2022). This report
was prepared by the Legal Affairs and Compliance Department and the Investor Relations Department, with
the input of the Financial Department and Human Resources Department. The governance report waspresented and approved by the Board of Directors on February 7, 2024.

3.1 The Board of Directors and its
Committees
The Company is administered by a Board of Directors composed of eight members, three of whom are
independent. The directors are appointed for a three-year period. With the exception of the Director
representing the employees, the members of the Board of Directors are elected individually by theshareholders at Ordinary General Meetings at the recommendation of the Board, which, first, has received
proposals from the Nomination and Remuneration Committee.
The organization of the works of the Board of Directors and its composition must be suited to the shareholding
structure, to the size and the nature of the activity of Sartorius Stedim Biotech S.A. and the particular circumstances
it can face.
Composition of the Board of Directors as of December 31, 2023
Further, taking into account the above, the Board of Directors, in the context of its corporate frame, ensures
the good governance of the Company by considering, on a yearly basis, the balance in its composition and of
its Committees, in particular in the representation of women and men, nationalities, balance of powers anddiversity of skills by taking appropriate measures to guarantee to the shareholders and to the market that its
missions are carried out with the necessary independence and objectivity. It makes public, via the following
sections of this Universal Registration Document the objectives, methods and results of its politics on thesesubjects.

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Corporate Governance 3.1 The Board of Directors and its Committees

83

Expirationof current mandate2

Individual attendance at the
Audit Committee

Individual attendance at the
Remuneration & Nomination
Committee

16

2007

2025

7/8

René
FÁBER4

Chief
Executive Officer

m 48 Slovak

0

4

2019

2025

6/8

Christelle
BAUDERE 5

Director representing
employees
f 49 French

0

2

2021

2023

5/8

PascaleBOISSEL

Directorf

57 French

2

•

4

2019

2025

•

•

8/8

6/6

2/2

Susan
DEXTER

Directorf 68 American

0

•

8

2015

2024

•

•

7/8

6/6

2/2

0

2023

20266

8

2015

2024

•

•

8/8

6/6

2/2

•

•

7/8

6/6

2/2

0

Anne-Marie
GRAFFIN

Directorf 62 French

3

Lothar
KAPPICH

Director

m 66 German

0

6

2017

2025

Henri
RIEY

Directorm 62 Monegasque

0

16

2007

2025

•

Individual attendance atBoard meetings 7First Appointment

0

RomaineDirector representing
FERNANDES5 employees
f 54 French

Remuneration & Nomination
Committee member

No. of years on
the boardm 58 German

Audit Committee member

GenderAgeChairman of the
Board

Independent1

MandateJoachim
KREUZBURG3

Nationality

Name

Number of mandates in nonSartorius Group listedcompanies

The Board of Directors

2/8

8/8

1 In accordance with the Art. 10 of the AFEP-MEDEF code.
2 Directors are appointed until the date of the Annual General Shareholders’ Meeting called to approve the financial statement of theprevious fiscal year ending.
3 Mr. Joachim Kreuzburg is Chairman of the Board since 2007 Apart from being Chairman of the Board, Joachim Kreuzburg also has
been President-Chief Executive Officer (P-DG) from 2007 until March 27, 2023.
4 Mr. René Faber is Chief Executive Officer since March 27, 2023.
5 Mrs. Christelle Baudere resigned from her mandate due to her election as a representative at the work council. Since October 27,
2023, Romaine Fernandes is the new Director Representing the Employees.
6 Term of office of the newly appointed Director Representing the Employees, Mrs. Romaine Fernandes will be appointed for three
years. Pursuant to the Articles of Association, her mandate will expire at the end of the Ordinary Annual Shareholders’ Meeting
approving the financial statements for the previous financial year and held in the year in which her term of office expires. In otherwords, the term of office will expire at the end of the Ordinary Annual Shareholders’ Meeting held in 2026.
7 This year the Individual Attendance of Board members, must be read in the context of major European strikes in transportation,
constitutive of a Force Majeure, which prevented four Board members to attend one meeting. It must also be emphasized that Mr.
René Faber does not attend the Board of Directors without the Executives (Art. 12.3 of the AFEP-MEDEF Code).

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Corporate Governance 3.1 The Board of Directors and its Committees

Joachim Kreuzburg
Chairman (and Chief Executive Officer until March 27, 2023)
Date of birth: April 22, 1965
Nationality: GermanFirst appointment: June 29, 2007
Mandate renewed: March 29, 2022
Appointed until: Annual General Shareholders’ Meeting 2025
Number of Sartorius Stedim Biotech shares held: 6
Other current directorships and positions within the Sartorius or Sartorius Stedim Biotech Group:
Chairman of the Executive Board (Vorstand) of Sartorius AG1;
Managing Director of Sartorius Lab Holding GmbH;Managing Director of SI Weende-Verwaltungs-GmbH;Managing Director of SI Grone 1 -Verwaltungs-GmbH;Managing Director of SIV Grone 2 GmbH;Managing Director of Sartorius Ventures GmbH;
Chairman of the Supervisory Board of Sartorius Corporate Administration GmbH;
Chairman of the Advisory Board of LabTwin GmbH;
Chairman of the Board of Directors of Sartorius North America Inc.
Past directorships held during the past five years within the Sartorius or Sartorius Stedim Biotech Group:
Chairman of the Supervisory Board of Sartorius Stedim Biotech GmbH;Managing Director of Sartorius Weighing Technology GmbH;Managing Director of Sartorius Corporate Administration GmbH;Managing Director of SWT Treuhand GmbH;
President and Chairman of the Executive Committee of Sartorius Stedim FMT S.A.S;
Member of the Board of Directors of Essen Instruments, Inc.;
Chairman of the Board of Directors of Sartorius Stedim North America Inc.;
Chairman of the Board of Directors of Sartorius Stedim Filters Inc.;
Member of the Board of Directors of Denver Instrument (Beijing) Co. Ltd.;
Member of the Board of Directors of Sartorius Stedim Japan K.K.;
Member of the Board of Directors of Sartorius Stedim Lab Ltd.;
Member of the Board of Directors of Sartorius Stedim BioOutsource Ltd.
Other current directorships and positions outside the Sartorius or Sartorius Stedim Biotech Group:
Member of the Supervisory Board (Aufsichtsrat) of Carl Zeiss AG, Germany;
Member of the Administrative Board (Verwaltungsrat) of Ottobock Management SE, Germany;
Member of the Economic Advisory Board (Wirtschaftsbeirat) of Norddeutsche Landesbank, Germany (until
December 31, 2023).

1 Publicly listed

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Corporate Governance 3.1 The Board of Directors and its Committees

Past directorships held during the past five years outside the Sartorius or Sartorius Stedim Biotech Group:
Vice Chairman of the Supervisory Board (Aufsichtsrat) of Ottobock SE & Co. KGaA, Germany;
Member of the Regional Advisory Board (Regionalbeirat) of Commerzbank AG, Germany.
Educational and professional background:
Diplom-Maschinenbau-Ingenieur, Dr. rer. pol. (university degree in Mechanical Engineering, Doctorate in Economics)
1992–1995

Research associate at the Institute for Solar Energy Research in Hamelin, Germany

1995–1999

Research associate at the Faculty of Economics and Management at the
University of Hannover, Germany

Since May 1, 1999

Sartorius AG, Göttingen, Germany. Most recent position before promotion to
the Executive Board: Vice President, Finances and Investor Relations

Since November 11, 2002

Member of the Executive Board of Sartorius AG, Göttingen, Germany

May 1, 2003–
November 10, 2005

Spokesman (Sprecher) of the Executive Board of Sartorius AG,
Göttingen, Germany

Since November 11, 2005

CEO and Executive Board Chairman of Sartorius AG, Göttingen, Germany;
currently responsible for Group Strategy, Human Resources, Corporate
Research, Legal Affairs & Compliance, Communications, Sustainability as wellas (on an interim basis) Finance, Information Technology, Data Management,
Corporate Sourcing

René Fáber
Chief Executive Officer since March 27, 2023
Date of birth: July 18, 1975
Nationality: Slovak
First appointment: March 26, 2019
Mandate renewed: March 29, 2022
Appointed until: Annual General Shareholders’ Meeting 2025
Number of Sartorius Stedim Biotech shares held: 1
Other current directorships and positions within the Sartorius or Sartorius Stedim Biotech Group:
Member of the Executive Board of Sartorius AG1;
Chairman of the Supervisory Board of Sartorius Stedim Biotech GmbH;
Chairman of the Advisory Board of Sartorius CellGenix GmbH;
Member of the Board of Directors of Albumedix Ltd.;
Member of the Board of Directors of Sartorius Stedim BioOutsource Ltd.;
Member of the Board of Directors of Sartorius Stedim North America Inc.;
1 Publicly listed

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Corporate Governance 3.1 The Board of Directors and its Committees

Member of the Board of Directors of Sartorius Korea Biotech LLC;
Member of the Board of Directors of Sartorius Korea Operations LLC;
Member of the Board of Directors of Sartorius Stedim (Shanghai) Trading Co., Ltd.;
Vice Chairman of the Board of Directors of Sartorius Stedim Biotech (Beijing) Co., Ltd.;
President and Chairman of the Executive Committee of Sartorius Stedim FMT S.A.S.;
Chairman of the Advisory Board of Sartorius BIA Separations d.o.o.
Past directorships held during the past five years within the Sartorius or Sartorius Stedim Biotech Group:Managing Director of Sartorius Stedim Biotech GmbH;
Vice Chairman of the Supervisory Board of Sartorius Stedim Biotech GmbH;
Chairman of the Supervisory Board of Xell AG;
Managing Director of Sartorius Stedim North America Holding GmbH;
Member of the Advisory Board of BIA SEPARATIONS d.o.o.;Member of the Board of Directors of Sartorius Stedim Japan K.K.
Other current directorships and positions outside the Sartorius or Sartorius Stedim Biotech Group:
Member of the Advisory Board of Curexsys GmbH, Germany.
Past directorships held during the past five years outside the Sartorius or Sartorius Stedim Biotech Group:
None
Educational and professional background:
Master’s degree in Chemistry from the Slovak University of Technology in Bratislava, Slovakia
PhD in Polymer Chemistry from the Technical University of Munich, Germany
2001–2002

Scientist at French specialty chemical group Rhodia, Slovakia

2002–2004

Postdoctoral researcher at Vivascience

2004–2018

Various positions at Sartorius Group (esp. Sartorius Stedim Biotech GmbH,Germany):

2004–2006

Scientist R&D Membrane Modification

2006–2010

Director Development and Production of surface-modified membranes

2010–2013

Vice President R&D Process Technologies

2012–2014

Value Creation Agent in Supplier Relationship Center of Roche and Genentech,
San Francisco, USA

2014–2017

Vice President Marketing and Product Management Filtration Technologies

2016–2018

Key Account Manager Roche/Genentech

2017–2018

Vice President Marketing and Product Management Fermentation
Technologies

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2018

Head of Product Development, Bioprocess Solutions Division

Since 2019

Head of Bioprocess Solutions Division of Sartorius Group, Member of the
Executive Board of Sartorius AG, Germany

Pascale Boissel
Independent Director and Chairwoman of the Audit Committee
Date of birth: October 15, 1966
Nationality: FrenchFirst appointment: March 26, 2019
Mandate renewed: March 29, 2022
Appointed until: Annual General Shareholders’ Meeting 2025
Number of Sartorius Stedim Biotech shares held: 1
Other current directorships and positions outside the Sartorius or Sartorius Stedim Biotech Group:
Member of the Board of Directors of Poxel S.A.1;
Member of the Supervisory Board of Innate Pharma S.A. 1
Past directorships (held during the past five years) outside the Sartorius or Sartorius Stedim Biotech Group:
None
Educational and professional background:
Graduated from HEC (Ecole des hautes Etudes de Commerciales): MBA in Finance and Audit
Graduated with a CPA diploma (diplôme d'expertise comptable & commissariat aux comptes)
2009–2012

Chief Financial Officer, IPSOGEN

2012–2016

Chief Financial Officer and Deputy Chief Executive Officer, BIOASTER Institute2017–2018

Part-time Chief Financial Officer, ENYO PHARMA

2017–2021

Part-time Chief Financial Officer, NOVADISCOVERY

Susan Dexter
Independent Director
Date of birth: October 11, 1955
Nationality: American

1 Publicly listed

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First appointment: April 7, 2015
Mandate renewed: March 24, 2021
Appointed until: Annual General Shareholders’ Meeting 2024
Number of Sartorius Stedim Biotech shares held: 6
Other current directorships and positions outside the Sartorius or Sartorius Stedim Biotech Group:
Member of the Board of Directors of ViroCell Biologics Ltd.;
Member of the Board of Directors of Virica Biotech Inc.
Past directorships (held during the past five years) outside the Sartorius or Sartorius Stedim Biotech Group:
None
Educational and professional background:
Degrees and certifications: BS in Immunology and Marketing (double major, honors), American University,
Washington, D.C., USA
Harvard University Negotiation Course for Lawyers, Harvard University, Cambridge, Massachusetts, USA
Finance for Non-Financial Managers, Harvard University through Dow Chemical Company internal training
program
1975–1980

University of Massachusetts Medical School, Research, mammalian cell
culture, animal toxicology studies, basic research

1980–1986

Collaborative Research, Biotechnology Sales, in emerging markets forbioprocessing supplements and raw materials for biomanufacturing1986 –1998

Celltech Biologics, Lonza Biologics, Business Development, bioprocessing andmanufacturing of biotechnology-based biotherapeutics

1998 –2004

Collaborative BioAlliance, Dow Chemical Company (Dow Biotechnology
Contract Manufacturing Services) – Vice President, Business Development for
microbial fermentation services, technologies, and implementation of single-use
bioprocessing technologies

2004 –2008

Xcellerex, Inc. (now GE Healthcare), Chief Business Officer; CMO services forfully integrated single-use bioprocessing technology, sales of single-use
bioprocessing technologies

2008 –2020

Latham Biopharm Group, Managing Director; Due Diligence, Acting VP
Business Development, for multiple CMOs offering contract manufacturingservices to the biotechnology life sciences industry, strategic consulting,single-use disposable technology implementation, project management andhigh-level business development and marketing; Advisor and Speaker for
BioProcess International, Outsourced Pharma

Since 2020

Sonnet Biotherapeutics, Inc., Chief Technical Officer | Nonclinical | CMC | Supply Chain. Responsible for product development for
Sonnet’s pipeline of biotherapeutic cytokine assets for treatment of solid
tumor cancers

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Romaine Fernandes
Director representing employees since October 27, 2023
Date of birth: September 18, 1969
Nationality: FrenchFirst appointment: October 27, 2023
Appointed until: Annual General Shareholders’ Meeting 2026
Number of Sartorius Stedim Biotech shares held: 1
Other current directorships and positions outside the Sartorius or Sartorius Stedim Biotech Group:
None
Past directorships (held during the past five years) outside the Sartorius or Sartorius Stedim Biotech Group:
None
Educational and professional background:
Bachelor of Commerce from the University of Mumbai, India
Diploma in Tourism, Bombay, India
1990

Cashier and Accounting, Hotel Oberoi Sheraton, India

1990–1995

Stewardess, Cathay Pacific Airways, Hong Kong

2003–2014

Administration and Reception, Sartorius Stedim Biotech , France

2009–2010

Assistant Manager, Biopharm Services, United Kingdom

2014–2016

Assistant Manager in General Services, Sartorius Stedim Biotech , France

2016–2019

Central Purchasing Manager, Sartorius Stedim Biotech, France

Since 2019

Purchasing Platform and Insurance Expert, Sartorius Stedim Biotech, France

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Anne-Marie Graffin
Lead Independent Director since December 6, 2023 andChairwoman of the Remuneration and Nomination Committee
Date of birth: May 3, 1961
Nationality: FrenchFirst appointment: April 7, 2015
Mandate renewed: March 24, 2021
Appointed until: Annual General Shareholders’ Meeting 2024
Number of Sartorius Stedim Biotech shares held: 6
Other current directorships and positions outside the Sartorius or Sartorius Stedim Biotech Group:
Chairwoman of the Board of Directors of Valneva SE1;
Member of the Supervisory Board of Nanobiotix S.A.1;
Member of the Board of Directors of Vetoquinol S.A.1;
President of SMAG Consulting S.A.S.
Past directorships (held during the past five years) outside the Sartorius or Sartorius Stedim Biotech Group:
Member of the Supervisory Board of M2Care S.A.S.

Educational and professional background:
Graduated from ESSEC Business School, Paris
1984–1987

Product Manager France, International Distillers and Vinters

1988–1990

Marketing Manager, URGO Laboratories

1991–1995

Head of International Marketing Group, RoC S.A. (Johnson & Johnson)

1998 –2000

Product Manager Adult Vaccines France, Sanofi Pasteur MSD

2001–2005

Head of Range, then Adult Vaccines Marketing Director Europe, Sanofi
Pasteur MSD

2006–2008

Executive Director Business Management, Sanofi Pasteur MSD

2009–2010

Executive Vice President and Member of the Executive Committee, Sanofi
Pasteur MSD

Since 2011

Independent Non-Executive Board Member, Life Sciences Expert and Advisor,
and President, SMAG Consulting S.A.S

1 Publicly listed

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Lothar Kappich
Director
Date of birth: February 15, 1957
Nationality: GermanFirst appointment: September 14, 2017
Mandate renewed: March 29, 2022
Appointed until: Annual General Shareholders’ Meeting 2025
Number of Sartorius Stedim Biotech shares held: 1
Other current directorships and positions within the Sartorius or Sartorius Stedim Biotech Group:
Chairman of the Supervisory Board of Sartorius AG1.
Past directorships (held during the past five years) within the Sartorius or Sartorius Stedim Biotech Group:
None
Other current directorships and positions outside the Sartorius or Sartorius Stedim Biotech Group:
None
Past directorships (held during the past five years) outside the Sartorius or Sartorius Stedim Biotech Group:
None
Educational and professional background:
Doctorate (Dr. rer. pol.) in Economics (subject of the doctoral dissertation: Theory of International Business Activity)
1988–1990

Controller in the Central Controlling department, Schering AG, Berlin

1990–2017

ECE Projektmanagement G.m.b.H. & Co. KG, Hamburg; latest position:
Managing Director of ECE’s HR & Corporate Services as well as Managing
Director of numerous subsidiaries at the ECE Group

2007–2017

Member of the Supervisory Board of Sartorius AG, Göttingen

Since 2017

Chairman of the Supervisory Board of Sartorius AG, Göttingen, andIndependent Business Consultant

1 Publicly listed

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Henri Riey
Director
Date of birth: November 5, 1961
Nationality: MonegasqueFirst appointment: June 29, 2007
Mandate renewed: March 29, 2022
Appointed until: Annual General Shareholders’ Meeting 2025
Number of Sartorius Stedim Biotech shares held: 11
Other current directorships and positions outside the Sartorius or Sartorius Stedim Biotech Group:
President of Aidea;
President of Groupe HR S.A.S.;
President of Association Monegasque de Cindynique;
Director and Secretary-Treasurer of The Princess Grace Foundation (Monaco).
Past directorships (held during the past five years) outside the Sartorius or Sartorius Stedim Biotech Group:
None
Educational and professional background:Diplôme Institut Supérieur de Gestion (France)(degree earned at the French Higher Institute of Business Management “Institut supérieur de gestion”)
1985–1988

Fund Manager at Paribas

1988–1996

Fund Manager, responsible for the European Equity Fund Management Teamat Barclays, France

1996–1999

Head of Research of Barclays Asset Management Europe

1999–2004

Executive Vice President of Barclays Asset Management, responsible for allfund management businesses

2004–2013

CFO of Hendyplan S.A.

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Summary of Changes in the Composition of the Board of Directors and the Committees during the 2023 Financial Year
Date

Board of Directors

March 27, 2023

Mr. Joachim Kreuzburg, Chairman of the Board

March 27, 2023

Mr. René Fáber, Chief Executive Officer

October 27, 2023

Mrs. Romaine Fernandes (arrival) – Mrs. Christelle Baudere(departure)

December 6, 2023

Mrs. Anne-Marie Graffin – Lead Independent Director

Registered Addresses
With regards to their social mandates, the members of the Board of Directors are domiciled at the Company's
headquarters.

Chief Executive Officer (CEO)In accordance with the recommendation of the Article 3 of the AFEP-MEDEF code, on March 27, 2023, theBoard of Directors appointed Mr. René Fáber as CEO. Mr Fáber was also the Deputy CEO of the Company
from February 2022 until March 27, 2023. The CEO of the Company is appointed for the duration of his termof office as a Director.

Director Representing Employees
Following Mrs Christelle Baudere, Mrs. Romaine Fernandes was appointed as the new Director representing
employees for a 3 -year term by CSE election (Comité Social et Economique) dated October 27, 2023, witheffect from as of October 27, 2023. She holds the position of Purchasing Platform & Insurance Expert. Like any
new Director, the Director Representing employees followed the regular onboarding procedure by an
introduction course intended to perfect her knowledge of the Company’s market, organization and strategic
activities, which involved in particular individual interviews with the Group’s main senior manager.
The Director representing employees does not receive Directors’ fees as a “Director Representing the
Employees”. The components of her remuneration as an employee are not published.

Lead Independent Director (LID)
In accordance with the further evolution of best governance practices, the Board of Directors has decided inits meeting on December 6, 2023 to create the position of a Lead Independent Director (LID).
The LID is appointed by the Board of Directors from among its Independent Directors, upon the proposal of
the Nomination and Remuneration Committee. On December 2023, the Board of Directors appointed Mrs
Anne-Marie Graffin as their Lead Independent Director for the remaining period of her current mandate.
Duties :The LID’s duties include permanent specific tasks in relation to governance and/or shareholders relationshipwith the Board of Directors, such as, but not limited to:
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Corporate Governance 3.1 The Board of Directors and its Committees▪ Helping the Chairman ensure that the Company’s governance bodies are running smoothly. The
BoD may mandate the LID with specific governance assignments, if necessary▪ Serve as a liaison between the independent directors and the Chairman and considering andmanaging potential conflicts-ofinterest situations that may arise within the Board of Directors▪ Reviewing the Related Parties Transactions between Sartorius Stedim Biotech and its majority
shareholder Sartorius AG▪ Adding points to the agenda of Board meetings and convening of a Board meetings inexceptional circumstances▪ Obtaining an understanding of potential concerns of major shareholders who are not represented
on the Board regarding governance matters and ensuring that such concerns are addressed, andshe/he is available for consultation▪ Conducting annual assessments of the BoD’ and its committee’s operations▪ Organizing – whenever she/he deems necessary and at least once a year – meetings reserved forindependent directors
Resources:
The LID:▪ Has access to all necessary documents and information that he/she needs to fulfill her/his duties.
The LID may request the help of outside research or advise at the Company’s expense.
▪ May meet Sartorius Stedim Biotech’s functional managers after informing the Chairman and theCEO▪ May request assistance from the Board’s assistant to perform her duties
Report:▪ The LID reports on the execution of her/his duties once a year to the BoD. A report is also includedin the annual URD.

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Independent Directors’ Assessment and Qualification
For companies being controlled by a majority shareholder, the portion of independent Board members should
be at least one third of the Board of Directors. As of 31 December 2023, the Board of Directors of Sartorius
Stedim Biotech S.A. is composed of 43% of independent members under the independence criteria definedby the APEF-MEDEF code. Pursuant to the principles of good corporate governance, the independent
members may not be principal shareholders, employees, former Group employees, suppliers or bankers of theGroup or major customers, nor may they have any other link likely to impair their judgment.
In accordance with the internal rules of the Board of Directors and in application of the AFEP-MEDEF code,the independence of Directors is discussed each year by the Board of Directors with respect to the criteria
below. During the Board of Directors meetings, the independency criteria (Appendix N° 3 of the AFEPMEDEF code) are analyed among the Board to verify their independency or non-independency status.
Further, pursuant to the IAS 24, the declaration of absence of contract between the Board members or theirrelated parties and the Company is discussed by and notified to the Board. Pursuant to article 10.4, 10.5, 10.6
and 10.7, it requires:▪ May not be an employee or senior executive employee or director of his or her parent company
or of one of its consolidated companies, and may not have been so during the five previous years(criterion 1);▪ May not be a senior executive of a company in which the company directly or indirectly holds a
director's position or in which an employee as such or a senior executive of the company (either
currently or having been so for less than five years) holds a director's position (criterion 2);▪ May have no business with the Company (criterion 3);▪ May not have any close family ties with one of the senior executives (criterion 4);▪ May not have been a statutory auditor of the company for the five past years (criterion 5);▪ May not have been a director of the company for more than twelve years (criterion 6).
Pursuant to the recommendations 10.6 and 10.7 of the Afep-Medef Code, it is also specified that an
independent director:▪ May not receive variable compensation in cash (with the exception of "attendance directors'
fees") or securities or any compensation related to the performance of the company or the Group;▪ May not participate in the control of the Company or Sartorius AG (controlling shareholder), norhold more than 10% of the share capital or voting rights, and not be in a conflict-of-interest
situation.
In addition to the above-mentioned criteria, the Board of Directors analyzes other factors, such as the ability
to understand the issues and risks, prior to making a decision on whether a director qualifies as independent.
The Board of Directors’ meeting of December, 2023 carried out its annual review of the independence of
directors after hearing the opinion of the Nomination and Compensation Committee. After conducting athorough analysis of each criterion the Board concluded to classify the following three Directors as
independent: Mrs. Pascale Boissel, Mrs. Susan Dexter, and Mrs Anne-Marie Graffin.

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Not anNo
employee ofsignificant
SSB S.A.
No crossbusinessgroup directorships relationships

No family
links

Not a
statutory
auditorNot adirector
First for over 12 Classification
appointment
years
adoptedJoachimKreuzburg

✓

x

✓

✓

✓

2007

x

Not
independent

René Fáber

✓

x

✓

✓

✓

2019

✓

Not
independent

PascaleBoissel

✓

✓

✓

✓

✓

2019

✓

Independent

Susan Dexter

✓

✓

✓

✓

✓

2015

✓

Independent

RomaineFernandez

x

✓

✓

✓

✓

2023

✓

independent

Anne-Marie
Graffin

✓

✓

✓

✓

✓

2015

✓

Independent

LotharKappich

✓

x

✓

✓

✓

2017

✓

Not
independent

Henri Riey

✓

✓

✓

✓

✓

2007

x

Not
independent

Not

Preventing Conflict of Interest
Based on statements made by the members of the Board of Directors to the Company, there are, to the best of
the Company’s knowledge no family relationships among the members of the company’s Board of Directors.
Furthermore, to the Company’s knowledge, there is no conflict of interest between any duty of the membersof the Board of Directors and their private interests and | or other duties. A controlling mechanism is in place
via the declaration of absence of contract between Board members and their related parties and the Company
or/and its affiliates, pursuant to the IAS 24 declaration and the SAP automated processes, but also via thereview of the agreements made by the Company under the regulated agreement process control.
Further, a Director must inform the Board as soon as he /she is aware of any conflicts of interest, or even thepossibility of a potential conflict, and must refrain from any participation in discussions on the relevant subject
matter and from voting on any associated resolutions as stipulated in the internal regulation of the Board of
Directors. Besides, within his or her office of Director, each Director must ensure that there is no conflict ofinterest against the Company. The Charter sets out the rights and obligations of the Directors. It is delivered
to each new Director when they take up office. Each Director is bound by and shall put in practice the rules
contained in such Charter.
The Directors’ Charter is included in the schedule of the Board of Director’s Internal Regulation and defines
the rights and obligations of the Directors, in particular regarding the code of ethics and prevention of conflictsof interest, as described in more detail on page 221 of this Universal Registration Document in the Section“Other Legal Information”.
To the Company’s knowledge, no settlement or agreement has been reached with shareholders, clients,
suppliers or others to appoint a member of the Board of Directors.
If a business relationship with the Company is notified by a Director, the materiality of the business relationshipis examined with regard to the volume of affairs, the job and/or shareholding of the Directors as to define
whether such relationship is significant or not. In 2023, the Board of Directors conducted a materiality analysis,
and concluded that there is no significant business relationship.
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Another measure taken to ensure that control is not done in an abusive way is the composition of the Board of
Directors and its Committees, which is as follows:▪ Three out of seven members of the Board of Directors are independent (Director Representing
Employees is not taken into account when determining this ratio).
▪ Three out of four members of the Audit Committee are independent, one of them being the
Chairwoman of the Committee.
▪ Three out of four members of the Nomination and Remuneration Committee are independent,
one of them being the Chairwoman of the Committee.

Balanced representation of women and men anddiversity
Each year, the Board of Directors examines the desired balance in its composition and that of its committees,
seeking in particular a balanced representation of men and women, and a wide diversity of skills andnationalities, reflecting as best it can both the highly technical and global nature of the company’s business.
Specifically, as regards the threshold of 40% women to be reached at the level of the Board of Directors, under
the provisions of Article L 225 - 1 - 1 and L 22 - 10 - 3 of the French Commercial Code, the Board of Directors has
put significant effort into searching for skilled, independent and dedicated female directors with a proven levelof expertise in biotechnologies or related industries. According to the definition of the aforementioned Article
L 225 - 18 - 1 and L 22 - 10 - 03, the Board of Directors of Sartorius Stedim Biotech S.A. is composed of 43% of
women as of December 31, 2023. If the employee representative was taken into account, the Board of
Directors would be composed of 50% of women.
In addition, according to Article 8 of the Afep-Medef Code, the Board shall describe the gender diversity policy
applied to the governing bodies as well as the objectives of this policy, the implementation measures and theresults achieved in the past financial year.
Gender Diversity in the Management Bodies below the Board of Directors
Sartorius Stedim Biotech is committed to a culture of openness and tolerance at its sites across the Group;
thus it promotes diversity at all levels of the company. The selected scope is the two management bodies
below the Board (N- 1 and N- 2 positions). In alignment with the targets for female representation in its parent
company, Sartorius AG, Sartorius Stedim Biotech’s targets and deadlines for female representation in the
management bodies below the Board were 30% for the first management level below the Board and 30% for
the second level. These targets were set 2017 with a deadline at June 30, 2022. The Sartorius Stedim Biotech
Board of Directors revisited these targets in its meeting on February 8, 2023, and lifted the targets to one thirdfor both levels with a deadline on December 31, 2025.
2023 results
On the first management level below the Board of Directors, which currently comprises five positions, thepercentage share of women amounted to 20% by the end of 2023 (N- 1 level: one women, four men; 2022: 57%
women) and therefore did not reach the target figure of 30%. On the second management level thepercentage share of women was 27% at year-end (N- 2 level: 12 women, 32 men; 2022: 33% women); thus, thetarget figure of a third was well in reach. Both figures were below their year-earlier comparables mainly due tothe small number of leadership positions where minor personnel changes can already result in considerable
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Corporate Governance 3.1 The Board of Directors and its Committeeschanges in percentage numbers. Moreover, the integration of acquired companies which are often men-led
technology start-ups or young companies has frequently resulted in fluctuations in the past, and this effectcannot be ruled out for the future.
To further foster female participation, Sartorius Stedim Biotech implemented dedicated measures both in its
recruitment activities and in talent management. To maximize transparency, all management levels groupwide
receive regular information on their staff structure including numbers on female participation. In addition, theCompany launched various initiatives to support that its talent pipeline is balanced, including annual
structured talent talks to identify promising candidates for expert or leadership positions, mentoring of female
talent, and connecting female professionals through offering free membership in the Healthcare
Businesswoman Association. Furthermore, measures to promote equal opportunity in the company comprisetransparency on salaries. Where applicable, salaries of the Group are linked to rates agreed with the respective
national trade unions. Using union rates makes remuneration more transparent and facilitates equal pay acrossa diverse workforce.
Although quantitative targets are only given for gender diversity, Sartorius Stedim Biotech views diversity in a
broader sense, including age, cultural origin, nationality, educational background, professional qualifications,and experience. Greater diversity on all levels including management helps secure the long-term success of
the Group by taking diverse perspectives into account and understanding global customers and markets. A
fact
sheet
on
diversityispublishedannuallyonthecompany’s
website(https://www.sartorius.com/en/company/sustainability/people-diversity).
The Board of Directors acknowledged the gender diversity goals proposed as well as the procedures for
implementing them. Achieving the goals will be subject to monitoring by the Board of Directors and a reviewof the progress and achievement of the results obtained in each fiscal year.

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Assessment of the Board of Directors and Training
Policy of the Board of Directors
Once a year, the Board of Sartorius Stedim Biotech S.A. devotes its attention to discuss on how the Board
operates, to check its effectiveness, to discuss whether major issues haven been suitably prepared andaddressed, and to review each member’s contribution to the Board’s activities. In 2023 this self-evaluation was
discussed in the Board of Directors meeting in December.
To run this assessment, a questionnaire was sent in advance to each Board member, which encompassed
around 30 questions, covering the most important aspects of the Board’s activity. This questionnaire alsoentailed several questions on the work of its chairman, the flow of information as well as the quality of meeting
management. Other questions dealt with the work of the two committees, and below every topic there is
ample room for comments and suggestions. In the reporting year, all eight Board members had completed
this written questionnaire. In addition, the Chairwoman of the Remuneration and Nomination Committee
conducted a personal interviews with every Board member based on a semi-open interview guideline tocomplement the written survey. The results and a brief written report were sent to each member in November
to prepare for the discussion meeting.
Strengths
The Board pointed out the good professional qualifications and long-standing experience of its members, theinternational diversity and perspectives, and the active participation of each member in the discussions.
Absenteeism continued to be on a very low level in the reporting period. The frequency and preparation of
meetings was considered to be appropriate by the BoD members. The non-executive BoD members
acknowledged the high quality of the regular written reports provided via a digital platform on business results
and activities and updates on a broad range of projects and organizational developments. In addition, themembers valued the effective work of the two committees as well as the cooperation with the company’s
auditors. The insights provided in 2023 on SSB’s digitalization strategy, an in-depth update on the businesssituation in China and on progress in sustainability reporting were appreciated. The BoD members also
highlighted the strong leadership, broad expertise and strategic vision of its Chairman. In addition, theimproved access provided to broker studies and press coverage were well received and contributed toadequately reflect on the expectations of external stakeholders. The BoD recognized that changes resulting
from previous assessments had been implemented promptly and lead to enhanced Board efficiency.
Areas for Improvement
The Board members aim to further develop their contributions to strategic discussions and devote sufficient
time to discuss changes in market trends and the competitive landscape. In addition, to prepare for adequate
succession planning, additional touchpoints with senior executives below the Board level would beappreciated as well as regular information about key executives hires and departures. Some BoD members
also pointed to additional on-site visits and meetings with commercial and manufacturing teams which should
include product overview trainings.
Onboarding for new members of the Board of Directors / Training
Understanding the Company’s business, which includes its strategies, risks, financials, operations,management team, workforce, culture, and its competitive landscape and stakeholder expectations is of highimportance for new Directors. However, the onboarding needs for new directors will vary from director
to director depending on their background and experience and on the role the director is expected to play on
the board and Board Committees. Beyond providing essential written information and initial orientation
sessions a typical onboarding to the Sartorius Stedim Biotech Board includes site visits and several
one-on-one meetings with senior leaders of the organization to develop a proper understanding of thebusiness and its key governance processes.
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The onboarding is followed by regular training and update sessions that are offered to the Board members; in2023 a training focused on new ESG regulation and the Company’s efforts to decarbonize.

Board of Directors’ Internal Regulations and Balanceof Powers and Repartition of RolesThe functions of Chairman of the Board of Directors and Chief Executive Officer are separated and the Boardof Directors is governed by an Internal Regulation, which aims in particular, to ensure the balance of powers.
Depending on the mode of exercise chosen by the Board of Directors, the Chairman or a CEO shall ensure,under his responsibility, the General Management of the Company. According to Article 19.3 of the Articles of
Association, the CEO is vested with the broadest powers to act in all circumstances in the name of theCompany. The CEO shall exercise these powers within the limit of the corporate objects, and subject to thepowers expressly granted by law to Shareholders’ Meetings and to the Board of Directors.
The CEO represents the Company in its dealings with third parties. According to the Internal Regulations of
the Board of Directors, the General Management, the CEO, cannot make certain decisions without the priorauthorization of the Board of Directors (see extract of the Internal Regulation page 230).
The Board of Directors elects a Chairman from among its members. Pursuant to article 16.3 of the Articles of
Association, the Chairman represents the Board of Directors. He organises and directs its work, and reports on
it to the General Meeting. He ensures the proper operation of the Company’s decision-making bodies andensures, in particular, that the directors are themselves in a position to fulfil their duties. Mrs Anne-Marie
Graffin, a member of the Board of Director and of the Audit Committee was appointed as Lead Independent
Director to ensure that control is exercised in a fair manner.
The Board of Directors meets at least once a year without the presence of the Executive Board Members to
discuss various subjects. Such meeting took place on December 6, 2023 and the agenda included the
remuneration of the Chief Executive Director.
The Board of Directors has adopted a set of Internal Regulations that defines and includes rules of operation
for this body relating to its powers, members’ attendance, and transactions requiring approval and priorvalidation with a certain number of triggering thresholds. The Board of Directors approves strategic
investment projects and any transaction, in particular acquisitions or disposals that are likely to materially affect
the Company’s results, the structure of its balance sheet or risk profile. More precisely, the Board of Directors
approves in advance certain decisions of the management such as budget, investments, financing, businessactivities, human resources, contracts, litigation, transactions or measures that go beyond the ordinary courseof business, as described in more details on page 221 of this report in the Section Other Information of a Legal
Nature.

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Staggering and Renewal of the Mandate Terms
On March 27, 2023, the Board has decided to separate the functions of CEO of the Company and Chairmanof the Board for the remaining duration of their mandates ; the Board has elected Joachim Kreuzburg as
Chairman of the Board (previously President-Directeur General), and Mr René Faber has become Chief
Executive Officer(previously Deputy Chief Executive Officer).
Due to the resignation of the former Director representing employees, Mrs. Christelle Baudere, a new Director
representing employees has been elected by the CSE.
As of October 2023, to a certain extent, the expiry of the Board of Directors mandates is staggered with two
mandates expiring in 2024, five mandates expiring in 2025 and one mandate expiring in 2026.

Selection of New Board Members
Pursuant to the AFEP-MEDEF code, the selection of Board members is based on the following criterias:▪ Desired balance with regard to the composition of the Company’s ownership;▪ Desired number of independent Board members;▪ Proportion of men and women required by current regulations;▪ Opportunity to renew terms;▪ Competence, experience and specific expertise of each candidate.
Concerning the expertise profile, the Remuneration & Nomination Committee evaluates potential candidates
primarily based on their management and strategy skills; familiarity with the Company, its industry and its
international markets expertise; technological and product development expertise; financial and accounting
expertise; legal and capital markets expertise; competence in the field of Corporate Social Responsibility, anddigital skills. The Remuneration & Nomination Committee members perform their own evaluation of potential
candidates based on the above-mentioned criteria and, where appropriate, may work with the assistance ofan external firm. Such selection process is also applied to independent members of the Board of Directors.

Plurality of Mandates
In accordance with the APEF-MEDEF governance code for listed companies, an executive Director cannot
exercise more than two other mandates as Director in listed companies outside its group, including foreigncompanies. In addition, the Director should also seek the opinion of the Board before accepting a new
directorship in a listed company.
Moreover, a Director cannot exercise more than four other mandates in listed companies outside its group,
including foreign companies. This recommendation is applied during the appointment or the renewal of the
Director’s mandate.
Procedures established and followed by the Committees are set up within their respective internal regulations.

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Committee members are appointed by the Board of Directors. Special attention is paid by the Board of
Directors to the renewal of the mandate of the Chairman of the Audit Committee, upon recommendation of
the Remuneration and Nomination Committee.

Other Information
The Board of Directors met eight times during 2023 fiscal year. The respective individual attendance of each
Board of Directors member is presented on the first page of this governance section and must be read in thelight of the changes made to the composition of the Board during the reference period. The preparation andholding of the meetings of the Board of Directors and its Committees require significant availability andinvestment by the Directors. The individual attendance at Board and Committee meetings is specified above.
The allocation of Directors’ fees, based on the rate of attendance by each of the Directors at Board meetingsand presence at the meetings of its various Committees, is described in page 118 of the present Universal
Registration Document.
In accordance with the bylaws of the Company, each Director personally owns at least one share of theCompany.
To the Company’s knowledge, all Directors fulfil the following thresholds with regard to the number of
mandates in listed companies:▪ For the executive Directors: maximum of two mandates in listed companies not belonging to thegroup,▪ For non-executive Directors: maximum of four mandates in listed companies not belonging to thegroup.
To the Company’s knowledge, within the last five years, no member of the Board of Directors:▪ has been convicted of fraud or has been subject to any official public investigation or sanction by
statutory regulatory authorities;▪ has been associated in his /her capacity of manager in any bankruptcy, receivership or liquidation;▪ has been disqualified by a court from acting in the capacity of a member of an administrative,
management or supervisory body of an issuer or from acting in the capacity of a management
executive or conducting the business of any issuer.

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Conditions for Preparation and Organization of theWork of the Board of Directors
Internal Rules and Regulations
The procedures governing the organization and functioning of the Board of Directors are defined by theInternal Regulations of the Board, described on page 81 of this Report.
The Internal Regulations currently applicable have been adopted on March 24, 2020, and revised February 8,2023 with the purpose of ensuring compliance with the latest legal, regulatory and statutory obligations
applicable to the Company, as well as the last update pursuant to the AFEP-MEDEF governance code ofDecember 2022.
The Board of Directors deals with all matters concerning the proper operation of the Company and takes
decisions on subjects affecting the Company.

Its Missions
The main missions of the Board of Directors are as follows:▪ The Board of Directors shall define the Company’s strategic goals and assess them from an overall
perspective at least once a year, as proposed by the CEO, and ensure that these goals are
implemented. It shall also appoint the corporate officers responsible for managing the Company
in pursuit of this strategy and review all delegations of authority;▪ The Board of Directors shall review the management of the Group and monitor the quality of
information provided to shareholders and to the market through the financial statements or whenmaterial events occur, especially about the Company's shareholdings;▪ The Board of Directors is responsible for approving all strategic investment projects and any
transaction, in particular acquisitions or disposals, likely to materially affect the Company’s results,
the structure of its balance sheet or risk profile;▪ The Board of Directors will beforehand decide on each significant transaction outside the scopeof the announced strategy;▪ The Board of Directors shall deliberate prior to making any changes to the management structureof the company, and shall be informed of the principal organizational changes;▪ The Board of Directors shall examine the corporate and consolidated accounts and approve themanagement report and the sections of the annual report dealing with corporate governance andthose setting out the company’s policies with respect to remuneration and stock options, as thecase may be;▪ Although it is not a modification of the corporate purpose of the Company, the Board of Directors
must seize the Shareholders’ Meeting if the transaction concerns a preponderant share of theassets or the activities of the Group;

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Corporate Governance 3.1 The Board of Directors and its Committees▪ The Board of Directors shall convene annual Shareholders' Meetings and propose changes to the
Articles of Association.
The duties mentioned above summarize the Internal Regulation of the Board of Directors.

Activity Report of the Board of Directors for the 2023
Fiscal Year
The Board reviewed and approved the Company and consolidated accounts for 2022.
The Board of Directors considered and debated on the following at its meetings:▪ Strategic direction and major Group projects▪ Annual, half-year and quarterly financial statements▪ Budgets presented by executive management▪ Information on the financial structure and cash flow items▪ Significant off-balance sheet commitments▪ Risk indicators for the Group – Internal Audit and Compliance▪ Stock market performance▪ Self-assessment of the Board members (interactive dialogue, areas for improvements)▪ Elements of remuneration : definition, due or attributed▪ Sustainability, Corporate Social and Environmental Responsibility (goals, strategy, results,
organization; discussions on a possible ESG Committee)▪ Change of the statutory auditors. Upon the recommendation of the Audit Committee, thedecision was made to propose to the Shareholders’ Meeting the appointment ofPricewaterhouseCoopers (PwC) as statutory auditor of the annual financial statements ofSartorius Stedim Biotech S.A. for a period of six financial years ending on December 31, 2029
▪ General Shareholders’ Meeting preparation and other governance topics such as the
restructuring the Board of Directors (towards a dualist structure of the General Management anddefinition of a Lead Independent Director role)▪ In-depth discussions on acquisition projects and other strategic activities (including the Polyplus
acquisition)▪ Deep dive into acquisitions’ integration road maps, market trends, innovation pipelines and thefocus on geographical markets

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Information to be provided to Directors
Before each Board meeting, the Directors are provided with the agenda items that require prior consideration,in due time.
Preliminary figures of the annual and interim statements are generally sent to all Directors at least one week
before the meeting of the Audit Committee, which is always held on the day of or on the day before the Board
meeting.
In addition to Board meetings, the Chairman regularly informs the Directors of any event or development that
may have a material impact on Group operations or on any information previously communicated to the Board.
The members of the Board of Directors receive a copy of each press release published by the Company. The
Directors may, at any time, request further information from the Chairman of the Board, who shall assess therelevance of the request.
The Audit Committee and the Remuneration and Nomination Committee are responsible for studying andmaking preparations for the Board’s main deliberations in order to improve the Board’s efficiency.
Under no circumstances do these Committees relieve the Board of Directors which has the only legal power ofdecision, nor are they allowed to cause division within its college, which is and remains responsible for thefulfillment of its missions. The Committees do not replace but are an emanation of the Board of Directors
facilitating its work.
The Committees of the Board may consult, in the performance of their functions, any of the main Company’s
executive officers after having informed the Chairman of the Board of Directors and subject to reporting backto the Board.
The Committees of the Board may request external technical studies relating to matters within theircompetence, at the expense of the Company, after having informed the Chairman of the Board of Directors
or the Board of Directors itself and subject to reporting back to the Board.
In the event the Committees solicit the services of external counsels (e.g. the Remuneration and Nomination
Committee for the purpose of gathering information related to remuneration systems and levels applicablewithin the main markets), the Committees shall ensure the objectiveness of the sought advice.
Each Board of Directors meeting is preceded with at least one meeting of one of the two committees,
depending on the addressed topics. The Committees remain accountable to the Board of Directors andaddress to them their position, advice and recommendations.
Procedures established and followed by the Committees are set up within their respective internal regulations.
Committee members are appointed by the Board of Directors. A special attention is paid by the Board of
Directors to the renewal of the mandate of the Chairman of the Audit Committee.
Further, in compliance with Article 12.3 of the AFEP-MEDEF Code, the Board of Directors holds one meeting
without the presence of the Executive Directors to discuss various topics, including remuneration of the
Executive Directors.

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The Board of Directors has started to think about having a new as to focus on the assistance to the Board of
Directors with sustainability matters, which was so far directly dealt with by the Board of Directors. The final
design should be implemented in 2024.

The Audit Committee
The Audit Committee assists the Board of Directors in areas relating to accounting policy, reporting, internaland external control, financial communication and management of the risks to which the company is exposed.

Audit Committee Duties
Accounting policy and internal control, the Audit Committee has thefollowing duties:▪ To proceed as soon as possible, and in any event prior to examination of the annual financial
statements of the Company and, where appropriate, the consolidated financial statements by the
Board of Directors, with the review of all the financial, interim and annual statements of theCompany and, where appropriate, consolidated financial statements, including their notes and,
where appropriate, the management report presented by the Board of Directors to the General
Meeting of Shareholders called to approve the financial statements for the year ended and topresent its observations to the Board of Directors. During the examination of the financial
statements, the Committee pays particular attention to significant transactions that could havegiven rise to a conflict of interests;▪ To ensure the pertinence of the selected methods and accounting procedures chosen by thecompany and to check their proper application;▪ To check the accounting treatment of any significant transaction made by the company;▪ To ensure that the internal procedures for data collection and control are sufficient to ensure thequality and reliability of the annual financial statements of the Company and, where appropriate,
the Company’s consolidated financial statements;▪ To examine the scope of the consolidated companies and, where appropriate, the reasons forwhich any companies are not included.

External control, the Audit Committee has the following duties:▪ To submit to the Board of Directors recommendations concerning the Statutory Auditors in viewof their appointment or renewal by the Shareholders’ Meeting; to analyze and issue an opinion on
the definition, extent, and timetable of their assignment and their fees. For this purpose, theCommittee steers the selection procedure for the Statutory Auditors and submits to the Board of
Directors a recommendation on the Statutory Auditors proposed for appointment by the
Shareholders’ Meeting. The Committee proposes to the Board the selection procedure and, inparticular, whether a call for tender should be issued. It supervises the call for tender and approves
the specifications and the selection of the companies consulted, taking care to select the “bestbid” and not the ”lowest bid”;
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Corporate Governance 3.1 The Board of Directors and its Committees▪ To ensure the independence of the Statutory Auditors.

Risk analysis and prevention, the Audit Committee has the following
duties:▪ To analyze all disputes, including fiscal, that may have a significant impact on the Company’s
financial statements and, where appropriate, the Company’s consolidated financial statements,
or its financial position;▪ To examine the company’s exposure to significant financial and non-financial risks (as describedin Page 50). The Committee examines the risks and significant off-balance sheet commitments
and assesses the importance of malfunctions or weaknesses that it is made aware of and informs
the Board, as appropriate; The Company has different internal procedures in place to identify andmonitor any off-balance sheet commitments, for example, by using extended data requests to all
consolidated entities at the year-end as well as having discussions during the year as part of therisk management to identify any material risks at an early stage.
▪ To review the conclusions of internal audit reports;▪ To verify the satisfactory application of internal controls and information reporting procedures;▪ To conduct interviews with senior management, particularly with regard to internal control reports
and risks management.
Regarding financial communication, the Audit Committee’s duties include reviewing the company’s financial
communication relating to the annual and interim financial statements of the Company.
Given the extent of its remit, the Audit Committee consults with the Statutory Auditors, but also with the
Finance, Accounts and Treasury Directors. These meetings may be held, at the Committee’s request, without
the Company’s executive bodies being present.

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Corporate Governance 3.1 The Board of Directors and its Committees

Composition of the Audit Committee
As of December 31, 2023 , the Audit Committee has four members:▪ Mrs. Pascale Boissel, Chairwoman of the Committee▪ Mrs. Susan Dexter▪ Mrs. Anne-Marie Graffin▪ Mr. Lothar Kappich
The Chairwoman of the Audit Committee is independent.
Three out of four members are independent. Therefore, the independence criteria are met by the Audit
Committee pursuant to the recommendations of the Afep-Medef Code as described above.
In accordance with the recommendations of the Afep-Medef Code, no Executive Director can be a memberof the Audit Committee, it being specified that the Company’s CEO may be invited upon convening of the
Chairman of the Audit Committee. When the Company’s CEO is invited, he does not have the statutory rightto participate, nor the right to vote. The Board of Directors of the Company believes that his presence atmeetings, as the case may be, does not undermine the independence of the Audit Committee but it isimportant during debates that the Company’s CEO can further explains business activities, if necessary. The
Audit Committee can also consult and invite various guests, such as experts from Finance, Accounting, Legal
and Treasury departments of the Company and the Chairman of the Board of Directors. The Audit Committee
regularly makes use of this opportunity so that these experts can give additional detailed insights that are
useful for the discussions.
The Head of Controlling is also present and acts as the secretary of the meetings.

Audit Committee’s Internal Regulations
The Audit Committee has adopted a set of internal regulations and a charter designed to provide a framework
for its duties and operation and, in particular, to ensure the implementation and application of independence
criteria for its members. It also includes the conditions for remuneration of the latter.
The Audit Committee met six times during fiscal year 2023 .

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Activity Report of the Audit Committee for the 2023
Fiscal Year
The Committee reviewed and approved the Company and consolidated financial statements for 2022.
During its meetings, the Audit Committee addressed and discussed the following points in particular:▪ Annual and half-yearly financial statements and quarterly data
▪ Study and review of the 2023 budget▪ Study and review of 2024 budget▪ Review of the various Company management reports and Group management reports, as well as
the Universal Registration Document▪ Information relating to the financial structure and cash position▪ Indicators of financial and non-financial risks (including environmental and social risks ) within theGroup, in particular by auditioning management (see risk typologies described on page 50)▪ Internal audit and compliance report (including auditioning management)▪ Stock market evolution▪ Borrowings contracted▪ Tender process and appointment of Statutory Auditors.The Audit Committee had defined certain
criteria for the choice of the audit company to be selected: Independence, Professional
qualification and practical experience ; relevant industry expertise; audit methodology andprocesses; service concept and fees. Based on the written offers received, as well as the personalpresentation of the candidates, the Audit Committee recommended to the Board of Directors topropose to the Shareholders’ Meeting the appointment of PricewaterhouseCoopers (PwC) as
the statutory auditor of the annual financial statements of Sartorius Stedim Biotech S.A. for aperiod of six financial years ending on December 31, 2029.

Remuneration and Nomination Committee
Remuneration and Nomination Committee duties
The Remuneration and Nomination Committee’s purpose, according to its Internal Regulation, is to assist thecompany’s Board of Directors in setting the remuneration policy for corporate officers and, in particular,
relating to incentive mechanisms (allocation of stock options and bonus shares) that the Company may
implement.
During the year, the Remuneration and Nomination Committee may consult all the company’s executive
members, after it has informed the Chairman of the Board of Directors, and must report on this to the Board.

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Corporate Governance 3.1 The Board of Directors and its Committees

The Remuneration and Nomination Committee’s duties with regards to its nomination role include assisting
the Board of Directors with the appointment or renewal of Board members. It shall:▪

Issue reflections and recommendations to the Board of Directors with regard to the methods ofperformance of General Management and the status of the executive officers.

▪

Issue an opinion on proposals made by the Chairman of the Board of Directors for appointment of the
Chief Executive Officer (where applicable).

▪

Prepare succession plans for the executive officers in the event of an unforeseen vacancy.

▪

Propose to the Board of Directors new Directors.

▪

Examine the classification as independent Director which is reviewed by the Board of Directors every
year.

▪

Verify the due and proper application of the Code of Corporate Governance to which the Company
refers to (AFEP-MEDEF code).

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Composition of the Committee and Functioning
As of December 31, 2023 , the Remuneration and Nomination Committee has four members:▪ Mrs. Anne-Marie Graffin (Chairwoman)▪ Mrs. Pascale Boissel▪ Mrs. Susan Dexter▪ Mr. Lothar Kappich
Three of the four members of the Remuneration and Nomination Committee are independent.
Additionally, the Head of Controlling is also present and acts as Secretary of the meetings. The Director
Representing the Employees also attends the meetings of the Remuneration and Nomination Committee.
When executive members are invited to take part to this combined Committee, they do not take part indiscussions on remuneration.
The Remunerations and Nominations Committee met twice in the 2023 financial year.

Report on the Activities of the Remuneration and
Nomination Committee for the 2023 Fiscal Year
▪ Appointment of Mr. René Fáber as Chief Executive Officer and Mr. Joachim Kreuzburg as
Chairman of the Board.
▪ Allocation of the Directors’ fees for the 2022 financial year
▪ Determination of the remuneration due or awarded to the corporate officers (including
Executive Officers) for the 2022 financial year
▪ Determination of the remuneration policy of corporate officers (including Executive Officers) for
the 2023 financial year
▪ Determination of the remuneration and target settings for the 2024 financial year for the Chief
Executive Officer▪ Analysis of the Independency status of Independent Board Members▪ Nomination of a Lead Independent Director in charge of governance matters

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Corporate Governance Report on Corporate Governance

Report on Corporate GovernanceRegulated Agreement
Based on controls performed by the finance and legal department along with an automatic warning
mechanism, no regulated agreement referred to in Articles L. 225 - 38 and seq. of the French Commercial
Code was entered into by the Company during the 2023 financial year.
The remuneration is governed according to the description of the remuneration provisions as described in the
Section “Remuneration of the Directors” of this report (therefore the previous existing regulated agreement
has been terminated on December 31, 2021).

Corporate Governance Code / AFEP-MEDEF
In 2008 the Sartorius Stedim Biotech S.A. Board of Directors decided to follow the AFEP-MEDEF
recommendations, and as from this date the Universal Registration Document takes into account therecommendations of the Code, as revised in December 2022, as the reference code for corporate governance(see www.medef.fr).
In accordance with the recommendations of the AFEP-MEDEF Code, this chapter identifies, in a summary
table, those provisions of this Code which were not applied and explains the reasons for that choice.
As a complementary information on the latest revision of the Code, it is emphasizes that the Company’s
strategy on climate change is presented during the shareholders meeting.
All sustainability measures are well detailed in the Combined Non-financial Group statement in the CombinedGroup Management Report that can be consulted at:https://www.sartorius.com/en/company/sustainability
The Board of Directors has made non-financial KPIs (including reduction of CO2 emission intensity) part of thestructure of the remuneration of the Executive directors. (see remuneration’s section of this report)

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Corporate Governance Report on Corporate GovernanceSpecific Table on Recommendations of the AFEPMEDEF Code for the Governance of Listed
Companies
Article Deviations of the provisions of the CodeExplanations

16.3

For practical reasons, connected in particular to the presence
within the Committee of a majority of non-resident members,
the meetings of the Audit committee usually take place thesame days as those of the Board of Directors. Taking into
consideration this obligation, and in order to give to the Audit
committee the possibility of achieving completely its
missions, the internal rules of the Board mentions that any
documents and useful information must be communicated to
the Board by the Chairman and Chief Executive Officer
upfront and in a sufficient delay. The files are then transmitted
to the members of the Audit Committee with a sufficient
notice period and at the latest three days before every
meeting of the Committee or of the Board allowing them tohave enough time for the examination of the statements
before these meetings.

Examination deadline of the accounts between the
Audit Committee and the Board of Directors.

Therefore, each member of the said committee is spending
the necessary time to examine each topic and is duly enabled
to require such information if needed.
In addition, in accordance with the Committee's rules, eachmember must inform himself/herself and can request to the
President, in a timely manner, to provide the necessary
information.
18

The Committee in charge of Remuneration and Nomination

18.1

One of its members should be an employee Director

The Board of Directors decided to create a Remuneration
and Nomination Committee with 75% of independent
members.
The Director representing the employees, without being amember of the Remuneration and Nomination Committee, isinvited by the Board of Directors to attend and fully
participate in the meetings of the Remuneration and
Nomination Committee. Discussions related to remuneration
and advantages of Company's officers are therefore fullytransparent and shared with the Director representing theemployees.

20.

Ethical rules for directors
The Director should be a shareholder personally and hold a fairly The Board of Directors has implemented these ethic
significant number of shares to the received Directors’ fees: by principles within its internal regulations, in particular withindefault if he does hold the shares upon assuming his functions, the Director Charter, which is attached to the internal
he must use the acquired Directors’ fees when acquired.
regulations. Pursuant to the internal regulations of the Boardof Directors, each Director must, during his entire term ofoffice, own at least one share.

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Corporate Governance 3.2 Shareholders' Meeting

3.2 Shareholders' Meeting
Convening
Ordinary Shareholders' Meetings are those convened to take all decisions that do not result in a revision of thebylaws. Extraordinary Shareholders' Meetings are those called to decide or authorize direct or indirect
revisions to the bylaws. Special Meetings bring together the holders of a specific class of share to consider
revisions to the rights of this class of share. Decisions made at the Shareholders’ Meetings are binding for all
shareholders, even those who are absent, dissenting or legally incapable or incapacitated. Shareholders’Meetings are convened by the Board of Directors or, by default, the statutory auditors or a person thus
empowered. The Shareholders’ Meetings are held at the registered office or any other place stated in thenotice of convocation. The forms and timescale of the notice of convocation are governed by French laws.
In 2023, Sartorius Stedim Biotech held its annual Shareholders’ Meeting on 27 March 2023, both in physicalpresence in Aubagne, along with a live broadcast via its website.
The notice of meeting and the notice of convocation were published in the BALO on February 15, and on
March 8, 2023 in the BALO and La Provence respectively. The documentation relating to the Shareholders’Meeting held on March 27, 2023 was posted on the company's website, as required by law.

AgendaThe notices and letters of call mention the indications required by law, particularly the agenda, the company
electronic address where written questions of shareholders may be sent to and, eventually the mention of theobligation to collect the opinion or the prior approval of the mass of securities’ shareholders giving access tothe share capital.
The meeting may only deliberate on the matters placed on the agenda. It may, however, remove one or more
directors at any time.
One or more shareholders representing the percentage of share capital required by law may, under theconditions and time limits set forth by law, require the inclusion of draft resolutions on the agenda.
In accordance to the Articles R 225 - 71 to R 225 - 74 of the French Commercial Code, requests made by theshareholders to register draft resolutions on the agenda and written questions are sent to the registered officeby registered letter with recorded delivery beginning on the publication of the Meeting announcement anduntil 25 days before the General Meeting, or in a delay of 20 days beginning on the publication of the Meetingannouncement, when this one is published more than 45 days before the General Meeting (date of receptionof the request by the company will be taken into account).
The request of a new item on the agenda must be motivated. The request to register draft resolutions isprovided with the text of the draft resolutions, which may have a short explanation of reasons. These requests
are subject to proof of ownership or representation of required share capital, in accordance to regulatory
rules.
Moreover, in accordance with the Articles L. 2323 - 67 paragraph 2 of the French Labor Code, requests of draft
resolutions made by the Work Council, to be added on the agenda, have to be made within 10 days following
the publication of the notice of the meeting.

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Corporate Governance 3.2 Shareholders' Meeting

If the meeting has been unable to make a valid decision due to a lack of the required quorum, the second
meeting and, where appropriate, the second meeting are convened at least ten days in advance in the same
form as the first meeting.
The Shareholders’ Meeting of 27 March 2023, was held in physical presence, but also broadcasted live and isavailable as an on-demand version on the Sartorius website at : Shareholders' Meeting | Sartorius Stedim
Biotech S.A. : https://www.sartorius.com/en/company/investor-relations/sartorius-stedim-biotech-sainvestor-relations/shareholders-meeting

Admission to Meetings — Powers
Every shareholder has the right to attend Shareholders’ Meetings and to participate in the discussions, inperson or by proxy, regardless of the number of shares held, on simple proof of identity and the ownership ofshares. The right to participate in a Shareholders’ Meeting is subject to the condition that the shares must berecorded, in the name of the shareholder or the shareholder's appointed broker, either in the registered shareaccounts held by the company or in the bearer share accounts held by the authorized broker, by zero hours,
Paris time, on the second working day prior to the meeting. The recording or registration of the shares in thebearer share accounts held by the authorized broker must be confirmed by a share certificate provided by thebroker. This share certificate must be attached to the postal voting form, the proxy form or the application for
an admission pass, issued in the name of the shareholder or on behalf of the shareholder represented by theappointed broker. A certificate must also be supplied to shareholders who wish to attend the Shareholders’Meeting in person but who have not received an admission pass by zero hours, Paris time, on the second
working day prior to the meeting.
A shareholder may be represented by another shareholder, his or her spouse or by the partner with whom heor she signed a Civil Partnership. Furthermore, he or she may be represented by any other natural or legal
person of his choice in accordance with the Articles L. 225 - 106 to L. 225 - 106 - 3 of the French Commercial
Code; To this effect, the representative must present valid proof of proxy.
The legal representatives of shareholders who are legally incapable or incapacitated and individuals
representing corporate shareholders take part in meetings, whether or not they are shareholders.
All shareholders may also have a postal voting, using a registration form and sent to the company according to
the law and regulations; to be acceptable this registration must be received by the company three days before
the date of the Shareholders’ Meeting.
In case of remote voting using an electronic vote, or a proxy vote given by electronic signature, this vote ismade according to the conditions of the current regulations.
All legal documents relative to legal information for shareholders are made available to them at the registeredoffice of the company, as well as on the internet website at Shareholders' Meeting | Sartorius Stedim
Biotech S.A.:
https://www.sartorius.com/en/company/investor-relations/sartorius-stedim-biotech-sainvestor-relations/shareholders-meeting
Shareholders have the opportunity to vote during the Shareholders’ Meeting, or by mail using the Company's
paper voting form. Registered shareholders use the voting form attached to their notice of meeting or by
VOTACCESS; holders of bearer shares request the voting form and a shareholder certificate from the financial
intermediary that manages their shares. They could vote by mail or by VOTACCESS.

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Corporate Governance 3.3 Delegations Granted for Increase in Share Capital by the Shareholders'Meeting to the Board of Directors

3.3 Delegations Granted for Increase in
Share Capital by the Shareholders'Meeting to the Board of Directors
Delegation of competence
Object - Duration

Limit

Ability to issue shares and/or securities giving access tothe share capital of the company and/or securities giving
the right to the allotment of the debt instruments, withpreferential subscription rights of the shareholders. (EGM
29/03/2022 – Resolution n°17)

The limit is €6,000,000 corresponding to the maximum
nominal amount of the increase of the share capital and tothe maximal nominal amount of the debt instruments and€500,000,000 on the maximum overall limit of the
maximum nominal amount of the debt instruments, it
being specified that the limits of the nominal amount of
the share capital increases and debt instrument, with orwithout preferential subscription rights of theshareholders, set from the eighteenth (18th) to the twentyfirst (21st) resolutions submitted to this Shareholders’Meeting shall be deducted from this overall limit.

None

The limit is deducted on the overall limit of €6,000,000(increase of the share capital) and on the overall limit of€500,000,000 (debt instruments).

None

The limit is deducted on the overall limit of €6,000,000(increase of the share capital) and on the overall limit of€500,000,000 (debt instruments), it being specified that
pursuant to Article L. 225 - 136, 2° of the French
Commercial Code, the issue of new shares shall be limited
to 20% of the share capital per year.

None

The limit amount 15% of initial issue of shares, pursuant to
the resolutions n°17 to 19 described above.

None

The limit is deducted on the overall limit of 10% of theshare capital of the Company at the date of the sharecapital increase (increase of the share capital) and on theoverall limit of €500,000,000 (debt instruments).

None

Granted for a period of 26 months as from 29/03/2022

Ability to issue shares and/or securities giving access tothe share capital of the company and/or securities giving
the right of the allotment of debt instruments, without
preferential subscription rights of the shareholders –through public offerings,other than those referred to in
the Article L. 411 - 2 of the French Monetary and Financial
Code. (EGM 29/03/2022 – Resolution n°18)

Use in 2023

Granted for a period of 26 months as from 29/03/2022
Ability to issue shares and/or securities giving access tothe share capital of the Company and/or securities giving
the right to the allotment of debt instruments, without
preferential subscription rights of the shareholders through public offers addressed exclusively to qualified
investors or to a restricted circle of investors as defined in
the article L. 411 - 2 of the French Monetary and Financial
Code. (EGM 29/03/2022 – Resolution n°19)
Granted for a period of 26 months as from 29/03/2022
Ability to increase the number of shares and/or securities
giving access to the share capital of the Company to beissued in the event of a share capital increase with orwithout preferential subscription rights of the shareholders.
(EGM 29/03/2022 – Resolution n°20)
Granted for a period of 26 months as from 29/03/2022
Ability to decide to issue shares and/or securities giving or
capable of giving access to the share capital of theCompany as consideration for contributions in kind inshares and/or securities giving or capable of giving accessto capital, without preferential subscription rights ofshareholders.
(EGM 29/03/2022 – Resolution n°21)
Granted for a period of 26 months as from 29/03/2022

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Corporate Governance 3.3 Delegations Granted for Increase in Share Capital by the Shareholders'Meeting to the Board of Directors

Object - Duration

Limit

Use in 2023

Ability to increase the share capital through thecapitalization of reserves, earnings or premiums or any
other sum upon which capitalization would be permitted.
(EGM 29/03/2022 – Resolution n° 22)

The limit is €6,000,000 (corresponding to the maximum
nominal amount of the increase of the share capital), it
being specified that it is an independent limit.

None

The limit is €6,000,000 corresponding to the maximum
nominal amount of the increase of the share capital, it
being specified that it is an independent limit.

None

The limit amount of 10% of the Company's share capital
calculated on the attribution date

None

The limit is of 10% of the capital of the Company and by
period of 24 months.

None

Nominal amount of the share capital increase or sharecapital increases limited to 133,980 EurosNone

The limit is of 10% of the capital of the Company and by
period of 24 months.

None

The limit is €6,000,000 corresponding to the maximum
nominal amount of the increase of the share capital, it
being specified that it is an independent limit.

None

Granted for a period of 26 months as from 29/03/2022
Ability to issue shares and/or securities giving or capableof giving access to the share capital of the Company,
reserved for members of company savings plan, without
preferential subscription rights of the shareholders(EGM 29/03/2022– Resolution n° 23)
Cancelled by EGM 27/03/2023 – Resolution N°15

Granted for a period of 26 months as from 29/03/2022
Ability to grant free new or existing shares to the benefitof employees or corporate officers(EGM 29/03/2022 - Resolution N°24)
Granted for a period of 38 months as from 29/03/2022.
Ability to reduce the capital by cancelling shares acquired
under buyback program(EGM 29/03/2022 - Resolution n°25)
Cancelled by EGM 27/03/2023 – Resolution N°14
Granted for a period of 24 months as from 29/03/2022
Ability to issue share, without preferential subscription
rights of the shareholders to named beneficiaries
EGM 27/03/203 – Resolution n°13)
Granted for a period of 18 months as from 27/03/2023
Ability to reduce the capital in accordance with Article L.
22 - 10 - 62 of the French Commercial Code;(EGM 27/03/203 – Resolution N°14)
Granted for a period of period of twenty-four (24) months
as from 27/03/2023
Ability to issue shares and/or securities giving or capableof giving access to the share capital of the Company,
reserved for members of company savings plan,
without preferential subscription rights of theshareholders.
(EGM 27/03/2023 – Resolution N°15)
Granted for a period of a period of twenty-six (26) months
as from 27/03/2023

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

3.4 Remuneration of the Members of theBoard and of the Executive Corporate
Officers
I – Remuneration Policy of the Members of the Boardand of the Executive Corporate Officers for the 2024
Fiscal Year (ex ante)
In accordance with Article L. 22 - 10 - 8 of the French Commercial Code, the corporate officers’ remuneration
policy, as described herein, will also be subject to a resolution to be proposed to the approval of the
Shareholders’ Meeting to be held on March 26th, 2024.

Remuneration Policy of the Chief Executive Officer
The following remuneration policy describes the remuneration policy for the Chief Executive Officer for the2024 financial year, which was decided by the Board of Directors in its meeting held on February 7, 2024, upon
proposal of the Remuneration and Nomination Committee, and which will be proposed to the approval of theshareholders’ meeting to be held on March 26, 2024 (ex ante vote).

A. Main Features of the Remuneration Policy and Contribution Toward
Promoting the Corporate Strategy and Long-Term Development of theCompany
The remuneration policy for the Chief Executive Officer aims to remunerate the Chief Executive Officer
appropriately in line with his tasks and responsibilities and to directly consider his performance and the successof the Company. Accordingly, the remuneration policy includes fixed remuneration components as well as
short- and long-term variable remuneration components.
The Company strategy seeks to achieve profitable growth and a sustained, long-term increase in the value of
the Company. This strategy is the basis from which the structure of the remuneration policy is derived for the
Chief Executive Officer of Sartorius Stedim Biotech S.A.: The short-term variable remuneration depends onannual corporate targets that are aligned with key performance indicators for profitable growth of theCompany. In addition to these, this short-term remuneration can also consider significant non-financial targets.
Long-term remuneration depends on a corporate goal that reflects the sustainable and long-term growth of
the Company and the Sartorius Stedim Biotech group; in addition, part of the long-term remuneration can also
be aligned with meeting non-financial targets of the Company that are derived from the corporate strategy
and are of material significance for the long-term positive further development of the Company. As a result,the company’s remuneration policy creates incentives to promote the long-term and positive sustainable
development of the Company.

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

B. Details of the Remuneration Policy

I. Remuneration Components
1. Overview of the Individual Remuneration Components
Remuneration consists of fixed and variable components. The fixed component is the fixed annual salary. The
variable performance-based components are comprised of short-term components with a one-yearassessment basis and of long-term components with a multi-year assessment basis.
2. Fixed Remuneration
Fixed annual remuneration is cash compensation related to a specific fiscal year and is based in particular on
the area of duties and responsibilities of the respective executive corporate officer.
3. Variable Performance-Based Remuneration Componentsa) Short-Term Variable Remuneration with a One-Year Assessment Basis
In addition to receiving fixed remuneration components, the Chief Executive Officer is entitled to receive
short-term variable remuneration with a one-year assessment basis.
Target Parameters
Short-term variable remuneration on a one-year assessment basis consists of four individual components eachrelated to different target parameters. There are three individual components related to the subordinate
financial targets of average of sales revenue | order intake, underlying EBITDA, ratio of net debt to underlying
EBITDA and as a non-financial subordinated target the so-called Employee Net Promoter Score (ENPS).
The target parameter of sales revenue | order intake is a measure of the average calculated from sales revenue
and order intake and is a key performance indicator of growth. Underlying EBITDA (earnings before interest,
taxes, depreciation and amortization) as a target parameter) is adjusted for extraordinary items. This is a key
profitability indicator of Sartorius Stedim Biotech Group and is used to provide a picture of Sartorius Stedim
Biotech Group’s operating development that is also internationally better comparable. The target parameterof the ratio of net debt to underlying EBITDA is calculated as the quotient of net debt and underlying EBITDA
and is a key financial ratio regarding Sartorius Stedim Biotech Group’s debt financing capacity. The target
parameter ENPS (employer net promoter score) reflects the rate at which employees are likely to recommend
a company as an employer and is currently polled twice a year within the scope of global employees’ surveys.
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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

To determine these financial target parameters, the Company provides regular reports as part of its periodic
financial reporting. These targets are key control elements for profitable growth as well as for a sustainable andlong-term increase in the value of the Company and serve to implement the overarching strategic goals ofSartorius Stedim Biotech Group. The non-financial target parameter ENPS is an indicator of sustained
employee retention, which is of essential importance for the competitiveness of a company on the labormarket and thus for the long-term successful further development of the Company. As a result, this nonfinancial target parameter also promotes the overarching strategic goals of the Company.
The remuneration policy intentionally does not rigidly prescribe the target parameters, however. Rather, theBoard can set further target parameters, including non-financial ones, and | or replace existing target
parameters by others. In turn, the particular target parameters must be used that the Company reports at least
once annually as part of its periodic financial reporting. If non-financial target parameters are additionally used,
these must be aligned with the targets that are derived from the corporate strategy and are of material
importance for the long-term positive development of the Company. In adjusting financial target parameters,
the Board shall ensure that the particular target parameters in their entirety continue to reflect key control
elements for profitable growth as well as a sustainable and long-term increase in the value of the company. In
addition, further non-financial targets may also be defined in the future. At least one target parameter is to be
based on key indicators that measure the development of business volume and | or earnings.
Measurement of Target Achievement and Bonus Payment
For each target parameter, the Board determines a formula that is used to calculate the bonus to be paid forthe respective individual component based on the degree of target achievement. In the process, the Board
also defines (i) the minimum target achievement below which the bonus to be paid is zero, and (ii) the
maximum target achievement above which the bonus to be paid does not increase further. As a result, theamount of a bonus to be paid is capped for each subordinate target at a maximum percentage of the individual
target amount. This cap is currently 120% for all subordinate targets. However, the Board can elect to define a
different cap in the future.
For every individual component of short-term variable remuneration on a one-year assessment basis, theBoard shall set an individual target amount for each executive corporate officer before the beginning of a fiscal
year. This target amount is used to determine the specific amount of a bonus to be paid based on the level oftarget achievement defined for the respective fiscal year. The targets are weighted for the individual Board
members according to their area of responsibility.
In case of financial target parameters, the target at which the full target bonus amount is paid out (= 100%
target achievement) is derived by the Board from the approved annual budget for the respective fiscal year
and the level of target achievement is determined by comparison with the actual result, which is derived fromthe audited and approved consolidated financial statements for the respective fiscal year. If non-financial
target parameters are aligned with values that are reported in the Non-Financial Group Statement ofSartorius AG for the respective fiscal year, the degree of target achievement is determined by comparison of
the target values with the actual results that are presented in the Non-Financial Group Statement ofSartorius AG. In determining the level of target achievement, the Board can adjust the actual figure to allow
for non-recurring, extraordinary circumstances and/or non-operating items for example resulting fromacquisitions or divestments during the year.
Annual short-term variable remuneration is calculated for a fiscal year ended and paid in the following fiscal
year. If an executive corporate officer joins or leaves the board without serving for a full year, his or her shortterm variable remuneration will be calculated and determined on a pro-rated basis.
b) Long-Term Variable Remuneration Components
The long-term variable remuneration components for the Chief Executive Officer consist of the following two
individual components: One component is related to the development of the consolidated net profit and one
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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

component to the reduction in CO2 emission intensity as target parameters each in a four-year assessment
period. As a result, the long-term variable remuneration components are also aligned with financial target
parameters that measure profitable growth and a sustainable and long-term increase in the value of theCompany and the achievement of the climate targets derived from the Company’s sustainability strategy, andthus serve to implement the company's overarching strategic objectives.
The remuneration policy intentionally does not rigidly prescribe the target parameters currently used. Rather,
the Board can set further financial and/or non-financial target parameters with at least a four-year assessment
period, and/or replace existing target parameters by others. If the target parameters are financial targets, theBoard must use those that the Company reports at least once annually as part of its periodic financial
reporting. In adjusting financial target parameters, the Board shall ensure that the particular target parametersin their entirety continue to reflect key control elements for profitable growth as well as a sustainable and longterm increase in the value of the Company. If non-financial target parameters are additionally used, these mustbe aligned with the targets that are derived from the corporate strategy and are of material importance for the
long-term positive development of the Company. Moreover, for each target parameter, the Board determines
a formula used to calculate the bonus to be paid for the respective individual component based on the degreeof target achievement. In the process, the Board also defines (i) the minimum target achievement below which
the bonus to be paid is zero, and (ii) the maximum target achievement above which the bonus to be paid does
not increase further. As a result, the amount of a bonus to be paid is capped for each subordinate target as a
maximum percentage of the individual target amount.
The long-term variable remuneration components are each weighted at 50%. For each of the two individualcomponents, the Board defines a separate individual target amount for every executive corporate officer
before the beginning of a fiscal year. This target is used as the basis for calculating the specific bonus amountto be paid out based on the degree of achievement of the associated targets defined for the respective fiscal
years.
Consolidated Net Profit
The individual component related to consolidated net profit has an assessment period of four consecutive
fiscal years and begins with the fiscal year in which the tranche concerned is granted. A new tranche is granted
on a rolling basis for each fiscal year that a member’s appointment lasts. The amount paid out for a particular
tranche depends on the total target achievement for the respective assessment period, which corresponds tothe average target achievement for each of the four fiscal years of the relevant assessment period. For eachfiscal year, the Board annually defines a target for consolidated net profit in euros, which is derived by the
Board from the annual budget approved for the respective fiscal year.
To determine the level of target achievement for a fiscal year, the consolidated net profit, excluding
amortization (impairment of the value of intangible assets due to business combinations pursuant to IFRS 3) –as reported in the company's consolidated financial statements audited and approved – is compared to theparticular target set by the Board. In individual cases, the Board may make further adjustments to the actual
amount to allow for non-recurring, exceptional circumstances and/or non-operating items.
The amount to be paid out is determined based on the individual target amount and a formula defined by the
Board. It provides for (i) a minimum target achievement which must be exceeded to receive a bonus and below
which the amount paid out is zero, and (ii) a maximum target achievement, above which the bonus amount tobe paid out does not increase further. The bonus paid out is thus capped in each case at a maximum
percentage of the individual target amount. This cap is currently set at 120% and is reached at a target
achievement level of 120%. In the future, however, the Board may also define a different cap.
This remuneration component is paid out at the end of the fourth fiscal year of the assessment period for therespective tranche.

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

Reduction of CO2 Emission intensity
This individual component related to the reduction of the CO2 emission intensity has an assessment periodof four fiscal years and begins with the fiscal year in which the tranche concerned is granted. A new tranche is
granted on a rolling basis for each fiscal year. The amount paid out for a particular tranche depends on theindividual target amount and target achievement for the respective assessment period. For each tranche, theBoard annually defines a target for average annual reduction of the CO2 emission intensity during theassessment period. This target corresponds to the current target of the Company’s sustainability strategy ineach case (currently a 10% reduction per fiscal year as measured using the baseline value for 2019), where theinitial value of this target is provided in the reviewed Non-Financial Group Statement of Sartorius AG of theprevious year. To determine the target achievement of this parameter, the final value used is the actual valueof the CO2 emission intensity reached in the last fiscal year of the respective four-year assessment period forthe corresponding tranche. In individual cases, the Board may make further adjustments to the actual value toallow for base effects and recording inaccuracies.
The amount to be paid out is determined based on the individual target amount and a formula defined by the
Board. It provides for (i) a minimum target achievement, below which the amount paid out is zero, and (ii) a
maximum target achievement, above which the bonus amount to be paid out does not increase further. The
bonus paid out is thus capped in each case at a maximum percentage of the individual target amount. This cap
is consistently set at 120% and is reached at a target achievement level of 120%. In the future, however, theBoard may also define a different cap.
This remuneration component is paid out upon expiration of the fourth fiscal year in the respective period ofassessment for the tranche concerned.
4. Commitments referred to in Article R. 22 - 10 - 14, II 6° of the French Commercial CodeThe following commitments were subscribed by Sartorius AG, the controlling shareholder of the Company.
Earlier departure severance
Pursuant to a service agreement entered into between the Chief Executive Officer and Sartorius AG, the Chief
Executive Officer has committed to a severance pay cap of a maximum of two annual salaries as a maximum,
but not more than the salary of the remaining term of such service agreement, to cover cases in which the termof office of the executive corporate officer is terminated prematurely.
The severance payment is governed by German law relating to public listed companies and the Corporate
Governance Code. It is a payment equivalent to a maximum of two years' salary, for the total of all payments,
and calculated in accordance with recommendation G13 of the German Corporate Governance Code. The
calculation breakdown consists of variable remuneration (based on past performance) + fixed remuneration +an estimate of long-term remuneration + any other element of the severance package. In any event, the total
amount granted may not exceed this maximum amount equivalent to two years, whatever the grounds forclaiming such remuneration.
In case the term of office of the corporate executive officers is terminated for good cause, no severance is due.
Neither Sartorius AG nor Sartorius Stedim Biotech SA is paying extra-severance in the event of retirement.
Non-competition clause
The Chief Executive Officer has a post-contractual non-competition obligation in accordance with German
law. This obligation will last for two years after an executive corporate officer has left the Sartorius Group.
During this time, if the non-competition clause is not waived or terminated, this corporate executive officer
member may claim half of his most recent annual remuneration received from Sartorius AG.

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
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The rule for calculating the non-competition indemnity is "half the contractual benefits for each year of noncompetition". This non-competition indemnity is not added automatically to the severance pay, but may form
part of the amounts that make up a potential severance package.
The non-competition clause ceases to apply when the employee, a retires from work, i.e. enters into aninvalidity pension, an occupational invalidity pension or an early retirement pension. The retired person is notentitled to any waiting allowance for the period following his or her retirement. Furthermore, none of themembers of the Board of Directors may be reappointed beyond the end of the calendar month in which amember of the Board of Directors reaches the age of 65.
Pension commitments
The Chief Executive Officer & Chairman receive performance-related benefit commitments under a defined
benefit plan when reappointed for the first time. In addition to including a basic pension, these commitments
provide for the executive corporate officer to make his own contribution from his variable earnings and for thecompany to match this contribution by a bonus amount. A corporate officer may choose to receive suchdefined benefits in the form of a monthly retirement pension for old age or as a one-time payment to cover
the member’s retirement pension for old age and invalidity as well as in the form of survivor’s benefits for thesurviving spouse and children of the decedent.
Beyond such commitments, the Chairman of the Board is additionally entitled under a former company
pension scheme to receive performance-based retirement benefits based on the salary of a German federal
civil servant classified as grade 10 of salary class B for ministry officials according to the Federal Civil Service
Remuneration Act (Bundesbesoldungsgesetz). Such benefits are paid in the form of a retirement pension for
old age and invalidity as well as in the form of survivors' benefits for the surviving spouse and children of the
decedent.
After an executive corporate officer has turned 65, this shall be considered the regular age limit at which thisexecutive corporate officer shall automatically be entitled to receive all such benefits. This pension
commitment will be paid by Sartorius AG.
II. Procedure for Establishing and Implementing as well as Reviewing the Remuneration Policy
The Board of Directors shall establish and regularly review the remuneration policy for the Chief Executive
Officer in accordance with legal requirements and propose changes to the Annual Shareholders’ Meeting. The
remuneration itself will be paid on behalf of Sartorius Stedim Biotech S.A. by the parent company Sartorius AG
to the Chief Executive Officer. In turn Sartorius Stedim Biotech S.A. reimburses Sartorius AG at cost.
The Chief Executive Officer's fixed annual remuneration may change regularly, and more than at long intervals.
Such remuneration changes are accompanied by a procedure in compliance with these policy principles andthe ones described in Article 26.1.2 of the Code Afep-Medef . The decision is made via a discussion within the
Remuneration & Nomination Committee, and is afterwards approved by the Board of Directors and proposedto the Shareholder meeting for approval.

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

In respect of the principles and criteria abovementioned, the Board of Directors, in its meeting held on
February 7, 2024, decided that the remuneration policy of the Chief Executive Officer for the 2024 fiscal year
will be as follows (variable remuneration under the assumption of 100% target achievement):
Chief Executive Officer
in €% of total
remuneration

Fixed remuneration

750,000

53.6%

Variable 1 year

450,000

32.1%

Order Intake | Sales

180,000

12.9%

Underlying EBITDA

180,000

12.9%

Net debt to underlying EBITDA ratio

45,000

3.2%

Employees' Net Promoter Score

45,000

3.2%

Variable multi year

200,000

14.3%

Net result

100,000

7.1%

CO2 intensity reduction

100,000

7.1%

1,400,000

100.0%

Total

Remuneration Policy of the Chairman of the Board
The Chairman of the Board, having a mandate at Sartorius group level, receives no remuneration from theCompany, according to the remuneration policy of the Directors, as described below.

Remuneration Policy of the Directors
The remuneration of the Directors comprises fixed remuneration, attendance fees and reimbursement of outof-pocket expenses. Directors also serving as a member of a committee of the Board of Directors receive
higher fixed remuneration as described below.
Directors’ fees are calculated on an annual basis. For the 2024 fiscal year, subject to approval of the annual
shareholders’ meeting to be held on March 26, 2024, the Board of Directors, in its meeting held on February
7, 2024, decided, upon proposal of the Remuneration and Nomination Committee, that the remuneration
policy of the Directors shall be as follows.
Each Director receives a fixed remuneration of € 20,000 per year, to be paid after the annual financial
statements have been approved by the Annual Shareholders’ Meeting and which falls due for payment after
the Annual Shareholders’ Meeting. The Chairman of the Board receives twice this amount. The Lead
Independent Director, if any, receives a fixed lump-sum amount of € 8 000 per full year. Furthermore,members of the Board receive an attendance fee of € 5 000 per meeting for the first six (6) meetings per year
and reimbursement of its expenses in addition to the fixed remuneration. For additional meetings, themembers of the Board receive an attendance fee of € 3 000 per meeting.

▪

For their membership in the Audit Committee, each Director receives a lump-sum amount of €6,000 per
full year of membership in addition to the attendance fee of € 3 000 per meeting. The chairmanship of the
Audit Committee receives a lump-sum amount of €12,000 per full year that he or she holds thechairmanship in addition to the attendance fee.

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

For their membership to the Remuneration & Nomination Committee, each Director receives a lump-sum
amount of €4,000 per full year of membership in addition to the attendance fee of €1,500 per meeting.
The chairmanship of the Remuneration & Nomination Committee receives a lump-sum amount of €8,000
per full year that they hold the chairmanship in addition to the attendance fee.

The remuneration for the activities on any committee is due together with the remuneration under theterms of previous Subsection hereof.
▪

Any value-added tax is reimbursed by the Company, insofar as the members of the Board are entitled to
invoice the Company separately for the value-added tax and they exercise this right.

▪

All these resolutions will not be applied for the Directors that got an executive top management activity atgroup level, as well as for the Director(s) representing employees. In this context, the executive corporate
officers of the Company (i.e the Chairman of the Board and the Chief Executive Officer), as well as the
Director(s) representing employees will not receive any remuneration for their membership.

The remuneration policy of the directors, as described above, has been determined by the Board of Directors
in its meeting held on February 7, 2024, upon recommendation of the Remuneration and Nomination
Committee, and will be submitted for approval to the shareholders’ meeting to be held on March 26, 2024.
Pursuant to the Afep-Medef Code, the variable part of the remuneration (the attendance fees) is higher than
the fixed part of the remuneration.
It is specified that the Board of Directors, in its meeting held on February 7, 2024, upon recommendation of
the Remuneration and Nomination Committee, has set the total maximum annual amount of Directors’
remuneration to be distributed among the directors in respect of the 2024 financial year in accordance withthe remuneration policy above at € 600,000, and will be submitted for approval to the shareholders’ meeting
to be held on March 26, 2024.

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

II – Remuneration Paidor Awarded to the Members of
the Board and to the Executive Corporate Officers forthe 2023 Fiscal Year (ex post)
The purpose of this report is to present a detailed explanation of the information mentioned in Article L.
22 - 10 - 9 of the French Commercial Code concerning the remuneration paid or awarded to the corporate
officers for the 2023 fiscal year. This information will be subject to resolutions that will be proposed to theapproval of the Shareholders’ Meeting to be held on March 26th, 2024.
As explained on page 101 of this Universal Registration Document, the Board of Directors, uponrecommendation of the Nomination and Remuneration Committee, decided to separate the functions ofChairman of the Board of Directors and Chief Executive Officer in accordance with Article L. 225 - 51 - 1 of theFrench Commercial Code, with effect as from March 28, 2023.
In accordance with the provisions of Article L. 22 - 10 - 34 of the French Commercial Code (ex post vote), thetables below describe:▪ the fixed, variable and extraordinary components of the remuneration and the benefits of all kinds
paid or awarded to Mr. Joachim Kreuzburg as Chairman and Chief Executive Officer from January
1st, 2023 to March 27, 2023;▪ the fixed, variable and extraordinary components of the remuneration and the benefits of all kinds
paid or awarded to Mr. René Fáber as Deputy Chief Executive Officer from January 1 st, 2023 toMarch 27, 2023;▪ the fixed, variable and extraordinary components of the remuneration and the benefits of all kinds
paid or awarded to Mr. Joachim Kreuzburg as Chairman from March 28, 2023 to December 31,
2023;▪ the fixed, variable and extraordinary components of the remuneration and the benefits of all kinds
paid or awarded to Mr. René Fáber as Chief Executive Officer from March 28, 2023 to December
31, 2023; and▪ the remuneration of the directors for the 2023 financial year.

Tables Summarizing the Remuneration and Options
and Shares Granted to each Executive Corporate
Officer
Until December 31, 2021, the executive corporate officers received their remuneration from Sartorius AG, theultimate parent of the Company. A part of their various remuneration components was charged to theCompany and other members of the Sartorius Stedim Biotech Group to reflect their services for the respective
companies. As from January 1st, 2022, the remuneration of executive corporate officers is paid on behalf ofSartorius Stedim Biotech S.A. by the parent company Sartorius AG. In turn the Company has reimbursed
Sartorius AG at cost

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

Joachim Kreuzburg(Chief Executive Officer until March 27, 2023)€ in Thousands
Remuneration awarded
Valuation of options granted
during the reporting period
Valuation of performance shares granted
during the reporting period
Total

Year 2023

Year 2022

216

942

0

0

0

0

216

942

Year 2023

Year 2022

143

578

0

0

René Fáber(Deputy Chief Executive Officer until March 27, 2023)€ in Thousands
Remuneration awarded
Valuation of options granted
during the reporting period
Valuation of performance shares granted
during the reporting period

0

0

143

578

Year 2023

Year 2022

647

0Valuation of options granted
during the reporting period00Valuation of performance shares granted
during the reporting period

0

0

647

0

Total

René Fáber(Chief Executive Officer from March 28, 2023)€ in Thousands
Remuneration awarded

Total

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

Summary of the Remuneration for Each Executive
Corporate Officer
Joachim Kreuzburg (Chief Executive Officer until March 27, 2023)
Year 2023€ in Thousands

Amounts awarded

Fixed remuneration

Year 2022

Amounts paid Amounts awarded

Amounts paid

150

150

500

500

0

214

214

360

Variable remuneration
Annually paid
Long-term incentive

66

0

228

443

Total

216

364

942

1,303

René Fáber(Deputy Chief Executive Officer until March 27, 2023)
Year 2023€ in Thousands
Fixed remuneration

Amounts awardedYear 2022

Amounts paid Amounts awarded

9090Annually paid0Long-term incentive

53

Total

Amounts paid

288

288

122

122

238

0

168

125

143

212

578

651

Amounts awarded

Amounts paid

450

450

0

0

Variable remuneration

René Fáber(Chief Executive Officer from March 28, 2023)
Year 2023€ in Thousands
Fixed remuneration
Variable remuneration
Annually paid
Long-term incentive

197

0

Total

647

450

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

Details on the Variable Remuneration Due orAwarded for Each Executive Corporate Officer for the2023 Fiscal Year
Chief Executive Officer
in €TargetMinimum Maximum remuneration

Variable 1 year

Deputy Chief Executive Officer

TargetTarget achievement remuneration

Target achievement

375,00000%

300,000

00%Order Intake | Sales

0%

120%

150,00000%

120,000

00%

Underlying EBITDA

0%

120%

150,00000%

120,000

0

0%

Net debt to underlying EBITDA ratio

0%

120%

37,50000%30,0000

0%

Employees' Net Promoter Score

0%

120%

37,50000%30,0000

0%262,500

262,500

100%

210,000

210,000

100%

Net result

0%

120%

131,250

131,250100%

105,000

105,000

100%

CO2 intensity reduction

0%

120%

131,250

131,250100%

105,000

105,000

100%

637,500

262,500

510,000

210,000

Variable multi year

Total

1 Joachim Kreuzburg held the position of Chief Executive Officer until March 27, 2023 and Renè Fáber from March 28, 2023 on.
2 René Fáber held the position of Deputy Chief Executive Officer from February 9, 2022 to March 27, 2023.

The maximum annual variable compensation with an assumption of 100% target achievement amounted to
51% of total remuneration for the Chief Executive Officer for the 2023 fiscal year. For the Deputy Chief
Executive Officer, the maximum annual variable compension for 100% target achievement was 59% of total
remuneration.

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

Table on Directors' Meeting Fees and Other
Remuneration Received by Board Members€ in Thousands

Year 2023

Year 2022

Pascale Boissel

93

Fixed part

36

39%

50

70
71%

Director's attendance fees (Variable part)

57

61%

20

29%

Henri Riey

56

Fixed part

20

36%

37

69%

Director's attendance fees (Variable part)

36

64%

17

31%

Susan Dexter

84

Fixed part

30

36%

44

68%

Director's attendance fees (Variable part)

54

64%

20

32%

53

65

Anne-Marie Graffin

91

Fixed part

34

37%

70
48

69%

Director's attendance fees (Variable part)

57

63%

22

31%

Lothar Kappich

84

Fixed part

30

36%

54

64%

Director's attendance fees (Variable part)
Total

68

4081

46

68%

22

32%

326

1 The shareholders’ meeting of March 27, 2023, in its 5th resolution, approved a total maximum annual amount of € 325,800 to beallocated among the directors in respect of the remuneration policy for the 2023 financial year. Pursuant to such policy, each Director
is meant to receive a fixed remuneration of € 20,000 for the year, an attendance fee of € 5,000 (for the first six meetings, then € 3,000
per meeting). Directors are also granted lump-sum amounts for their membership in committees as well as an attendance fee forcommittees. Finally, the chair of a committee receives an additional annual lump-sum amount per full year. The implementation of thispolicy has led the Company to retain a total amount of € 408,000 to be allocated to directors for the 2023 financial year as the Boardof Directors, comprised of seven directors (and one director representing the employees), held in 2023 [8] meetings, the Audit
Committee held [6] meetings and the Remuneration and Nomination Committee held [2] meetings. By approving the 5 th resolution of
the shareholders’ meeting of March 27, 2023, the shareholders will be deemed to ratify the difference between € 408,000 (actual
amount resulting from the application of the remuneration policy) and € 325,800 (provisional maximum amount) to be actually paid in
2024 in accordance with the remuneration policy of the Directors for the 2023 financial year.

Performance Shares Available for Each Board Member
Not applicable.

Performance Shares Granted to Board Members
There is no performance share program in place for the board members of Sartorius Stedim Biotech S.A.

Stock Options Granted During the Reporting Period to the Board
Members by the Issuer or Any Other Company of the GroupNot applicable.

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

Stock Options Exercised During the Reporting Period by Each Board
MemberNot applicable.

Stock Options Granted | Historical Information
Not applicable.

Stock Options Granted or long term variable remuneration to the Top
Ten Non-Corporate Officers and Exercised by Them
Not applicable.
Although, certain employees at the first level below the Board of Directors (N- 1) participate in a virtual
performance share plan with a duration of 4 years per tranche (long term variable remuneration). The key
performance indicators are "organic sales growth", "current EBITDA margin" and "CO2 intensity reduction", aswell as the development of the Sartorius share price.

Remuneration Ratios
Remuneration ratios are the ratios between the level of remuneration of the executive corporate officers andthe average and median remuneration of the Company's employees. The table was prepared in accordancewith the provisions of Article L. 22 - 10 - 9, I of the French Commercial Code.
In order to comply with the AFEP-MEDEF Code, and with the AFEP Guidelines on remuneration ratios
published in February 2021, and despite the absence of employees within the Company, the following ratios
have been established. This analysis includes the French subsidiaries held, directly or indirectly, by theCompany on January 1st of the considered year, i.e Sartorius Stedim FMT SAS, Sartorius Stedim Aseptics SAS,
Sartorius Chromatography Resins SAS, Sartorius Chromatography Equipment SAS, and Sartorius Stedim
France SAS
The numerator of the ratios “Package paid for Mr. Joachim Kreuzburg” and “Package paid for Mr. René Fáber”is made of the details specified in the above tables and takes into account the separation of the functions ofChairman of the Board of Directors and Chief Executive Officer. The figures for 2023 are not comparable tothe previous years. Until December 31 ,2021, only the portion recharged to Sartorius Stedim Biotech S.A. wasconsidered.
Figures corresponding to the denominator relate to:▪ The number of employees, the calculation of employees (full time, and “continuously present”)▪ The figures taken into account to calculate the wages of 2023. To ensure consistency, all thewages paid to the employees in 2023 have been considered: fixed salary, yearly bonus,
exceptional premium and benefits.

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Corporate Governance 3.4 Remuneration of the Members of the Board and of the Executive Corporate
Officers

Joachim Kreuzburg(Chief Executive Officer until
March 27, 2023)

René Fáber(Deputy Chief Executive
Officer until March 27, 2023)

René Fáber(Chief Executive Officer fromMarch 28, 2023)

2023

2022

2021

2020

2019

Annual compensation€ in Thousands

364

1,303

472

427

400

7%

Change in %

– 72%

176%

11%

Ratio / average compensation

7

26

9

8

Change in %

– 72%

183%

12%

– 6%

Ratio / median compensation

8

33

12

10

Change in %

12%

– 7%

– 74%

183%

Annual compensation€ in Thousands

212

651

Change in %– 67%

Ratio / average compensation

4

Change in %– 67%

Ratio / median compensation

5

Change in %– 70%

Annual compensation€ in Thousands

450

9
11

13
16

Change in %Ratio / average compensation

9

Change in %Ratio / median compensation

10

Change in %Employees

Group Performance

Average compensation

51

51

52

53

Change in %

0%

– 2%

– 1%

13%

Median compensation

43

40

41

42

Change in %

8%

– 2%

– 1%

15%

Underlying EBITDA

785

1,221

1,033

605

Change in %

– 36%

18%

71%

43%

46
36
422

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Corporate Governance 3.5 Independent Auditors' Fees

3.5 Independent Auditors' Fees
Principal Independent Auditors
KPMG S.A.
480, avenue du Prado
CS 90021
13272 Marseille Cedex 08
FranceRepresented by Nicolas Blasquez.
First commissioned by the Annual General Shareholders' Meeting on 7 April 2015.
Date commission expires: 2027 Annual General Shareholders’ Meeting to approve the 2026 financial
statements.
Member of the Compagnie régionale de Versailles.

Deloitte et Associés
7, boulevard Jacques Saadé
Quai de la Joliette
13235 Marseille Cedex 2
FranceRepresented by Philippe Battisti.
First commissioned by the Annual General Share-holders’ Meeting on 19 May 2006.
Date commission expires: 2024 Annual General Shareholders’ Meeting to approve the 2023 financial
statements.
Member of the Compagnie régionale de Versailles.

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Corporate Governance 3.5 Independent Auditors' Fees

Independent Auditors’ Fees
KPMG
€ in Thousands

2023

Deloitte

2022

2023

2022

Audit
Independent audit,
certification,
parent company &consolidated
financial statements
Parent company

85

5.8%

80

6.5%

66

38.4%

66

33.5%

1,383

94.2%

1,144

93.5%

106

61.6%

131

66.5%

1,468

100.0%

1224

100.0%

172

100.0%

197

100.0%

Legal, tax, corporate

0

0.0%

0

0.0%

0

0.0%

0

0.0%

Information technology, other

0

0.0%

0

0.0%

0

0.0%

0

0.0%

Subtotal

0

0.0%

0

0.0%

0

0.0%

0

0.0%

1,468

100.0%

1,224

100%

172

100.0%

197

100%

Subsidiaries
Services directly related toaudit services
Parent company
Subsidiaries
Subtotal
Other services

Total

Other
€ in Thousands

2023

Total

2022

2023

2022

Audit
Independent audit,
certification,
parent company &consolidated
financial statements
Parent company
Subsidiaries

151

6.4%

146

7.2%

460

62.5%

335

54.1%

1,948

82.0%

1,610

78.9%

460

62.5%

335

54.1%

2,099

88.4%

1,756

86.0%

259

35.1%

185

29.9%

259

10.9%

185

9.1%

18

2.4%

99

16.0%

18

0.7%

99

4.9%

Services directly related toaudit services
Parent company
Subsidiaries
Subtotal
Other services
Legal, tax, corporate
Information technology, other
Subtotal

276

37.5%

285

45.9%

276

11.6%

285

13.9%

Total

736

100.0%

620

100%

2,376

100.0%

2,041

100%

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Consolidated Financial
Statements and Notes

04

Sartorius Stedim Biotech

Consolidated Financial Statements and Notes 4.1 Statement of Profit or Loss and Other Comprehensive
Income4.1 Statement of Profit or Loss andOther Comprehensive Income
Notes

2023
12 months2022
12 months

Sales revenue[9]2,775.5

3,492.7

Cost of sales[10]– 1,542.0– 1,675.4

1,233.5

1,817.4€ in millions

Gross profit on sales
Selling and distribution costs[10]– 449.1– 449.7

Research and development costs[10]– 129.5– 132.4

General administrative expenses[10]– 167.1– 162.2

Other operating income

[11]

40.7

72.1

Other operating expenses[11]– 79.8– 150.0

Earnings before interest and taxes (EBIT)

448.7

995.2

Financial income

[12]

94.4

185.8

Financial expenses[12]– 141.9– 50.7

Financial result– 47.6

135.2

Profit before tax

401.1

1,130.4– 89.0– 250.5

312.1

879.9

309.7

876.1

Income taxes[13]

Net profit for the period
Attributable to:Equity holders of Sartorius Stedim Biotech
Non-controlling interest

[22]

2.4

3.8

Earnings per share (€)

[15]

3.36

9.51

Diluted earnings per share (€)

[15]

3.36

9.51

Extraordinary items are reported within functional expenses as of fiscal 2023. Prior-year figures were restatedaccordingly.

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Consolidated Financial Statements and Notes 4.1 Statement of Profit or Loss and Other Comprehensive
IncomeOther Comprehensive Income
2023
12 months2022
12 months

312.1

879.9

5.3

– 9.6

of which effective portion of changes in fair value

3.8– 47.9of which reclassified to profit or loss

1.5

38.2

€ in millions

Notes

Net profit for the period
Cash flow hedges

Income tax on cash flow hedges

[38]

[19]

Net investment in a foreign operation
Income tax on net investment in a foreign operation

[19]

– 1.6

2.9

0.0

0.0

0.0

– 5.0

Foreign currency translation differences– 26.9– 4.8

Items that are or may be reclassified subsequently to profit or loss

– 23.2– 16.5Remeasurements of the net defined benefit liabilities

[23]

0.3

13.9

Income tax on remeasurements of the net defined benefits liabilities

[19]

– 0.2

– 3.6

Items that will not be reclassified to profit or loss

0.2

10.3

Other comprehensive income after tax– 23.1– 6.2

Total comprehensive income

289.1

873.7

286.8

869.7

2.3

4.1

Attributable to:Equity holders of Sartorius Stedim Biotech
Non-controlling interest

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Sartorius Stedim Biotech

Consolidated Financial Statements and Notes 4.2 Statement of Financial Position

4.2 Statement of Financial Position€ in millions

Notes

Dec. 31, 2023

Dec. 31, 2022

[16]
[16]

2,851.9
1,736.2

1,136.4
876.8[17][18][35]

1,633.2
40.8

1,292.0
24.9

[19]

2.6
60.0

2.5
61.6

6,324.8

3,394.2

Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Financial assets
Other assets
Deferred tax assets

Current assets
Inventories
Trade receivables

[20]
[29]

882.4
293.7

1,024.8
404.6

Other financial assets
Current tax assets

[30]

16.5
39.8

31.4
14.0

66.1
116.6

89.4
107.1

1,415.1
7,739.9

1,671.2
5,065.4

2,637.9
18.4

2,449.3
18.4

231.5
2,388.0

231.5
2,199.4

35.3

64.9

2,673.2

2,514.2

Other assets
Cash and cash equivalents[28]

Total assets

EquityEquity attributable to SSB S.A. shareholders
Issued capital[21]

Capital reserves
Retained earnings (including net profit)
Non-controlling interest[22]

Non-current liabilities
Pension provisions
Other provisions

[23]
[24]

30.3
13.8

31.7
12.3

Loans and borrowings
Lease liabilities
Other financial liabilities

[31]
[18]
[32]

3,509.7
93.1
82.7

1,020.6
91.1
181.2

Deferred tax liabilities

[19]

399.8

178.3

4,129.4

1,515.3

Current liabilities
Provisions
Trade payables

[24]
[33]

14.1
444.5

25.7
485.6

Loans and borrowings
Lease liabilities

[31]
[18]

57.7
21.4

4.5
19.5

Other financial liabilities
Employee benefits
Current tax liabilities

[34]
[25]
[13]

44.8
62.3
189.4

119.7
74.1
209.6

Other liabilities
Total equity and liabilities

103.1

97.1

937.3

1,035.9

7,739.9

5,065.4

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Consolidated Financial Statements and Notes 4.3 Statement of Cash Flows

4.3 Statement of Cash Flows€ in millions

Notes

Profit before tax
Financial result
Depreciation | amortization of fixed assets

2023
12 months2022
12 months

401.1

1,130.4

[12]

47.6

– 135.2[16][17][18]

237.6

181.7

Change in provisions[23][24]– 14.70.4

Change in receivables and other assets[29][30]

162.1– 65.8

[20]

131.2

– 217.9[25][32][33][34]– 87.9– 68.0Change in inventories
Change in liabilities (excl. loans and borrowings)
Interest received

[12]

2.9

5.6

Income taxes paid

[13]

– 135.8– 221.2

Other non-cash items
Cash flow from operating activities
Capital expenditures[16][17]

Other payments
Cash flow from investing activities
Payments for acquisitions of consolidated subsidiaries and other business
operations; net of cash acquired[8]

Cash flow from investing activities and acquisitions

2.3

2.3

746.4

612.3

– 473.6– 430.6– 8.1– 11.4– 481.8– 442.0– 2,240.9– 515.6– 2,722.7– 957.5[12]– 116.7– 10.3[21]– 132.7– 116.1

– 1.2

– 1.6

[22]

– 87.4– 40.5Loans and borrowings repaid[6][31]– 326.4– 174.4

Loans and borrowings raised[6][31]2,649.2

566.8

1.3

– 3.2

Interest paid and other financial charges
Dividends paid to:- Shareholders of Sartorius Stedim Biotech S.A.
- Non-controlling interest
Changes in non-controlling interest

Purchases | sales of own shares
Cash flow from financing activities

1,986.1

220.7

Net increase | decrease in cash and cash equivalents

9.8– 124.5

Cash and cash equivalents at the beginning of the period

107.1

223.6

Currency translation effects on cash and cash equivalents

– 0.3

8.0

Cash and cash equivalents at the end of the period

116.6

107.1

The Notes to the Consolidated Financial Statements are an integral part of these statements.

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Consolidated Financial Statements and Notes 4.4 Statement of Changes in Equity

4.4 Statement of Changes in Equity€ in millions

IssuedcapitalBalance atJan. 1, 2022

18.4

Capital Hedging Pension
reserves reserves reserves
231.5

– 4.7

– 17.3

Net profit for the period

Foreigncurrency
Retained translation
earnings
reserves
1,397.2

30.6

876.1

Cash flow hedges– 9.6

Remeasurements of the net
defined benefit liabilities

13.9

Foreign currency translationdifferences
Deferred taxes
Other comprehensive income
for the period

0.0

Total comprehensive income

0.0

NonGroup controlling
equityinterest

Total
equity1,655.9

77.4

1,733.2

876.1

3.8

879.9

– 9.6

– 9.6

13.9

13.9

– 5.0

– 5.0

– 5.0

– 5.7

0.2

– 4.8

2.9

– 3.6

– 5.7

0.0

– 6.7

10.3

0.0

– 10.0

– 6.4

0.2

– 6.2

0.0

– 6.7

10.3

876.1

– 10.0

869.7

4.1

873.7

– 1.6

– 117.7

Dividends– 116.1– 116.1

Purchase price liability(CellGenix/BI Israel)

49.1

49.1

49.1

0.0

18.1

18.1

– 25.6– 25.6– 13.5– 39.1

– 1.8

– 1.8

– 1.4

– 3.2

2,449.3

64.9

2,514.2

309.7

2.4

312.1

Reclassification of Albumedix
hedge

18.1

Changes in non-controllinginterest
Other changes
Balance at
Dec. 31, 2022

18.4

231.5

6.7

– 7.0

Net profit for the period

2,179.0

20.7

309.7

Cash flow hedges

5.3

Remeasurements of the net
defined benefit liabilities

0.3

Foreign currency translationdifferences– 26.8Deferred taxes

– 1.6

– 0.2

5.3

5.3

0.3

0.3

– 26.8

– 0.1

– 1.8

– 26.9– 1.8

Other comprehensive income
for the period

0.0

0.0

3.7

0.2

0.0

– 26.8– 22.9– 0.1– 23.1

Total comprehensive income

0.0

0.0

3.7

0.2

309.7

– 26.8

286.8

2.3

289.1

– 1.2

– 133.9

Dividends– 132.7– 132.7

Purchase price liability(CellGenix)

90.0

90.0

Changes in non-controllinginterest– 56.7– 56.7

1.3

1.3

Other changes
Balance at
December 31, 2023

18.4

231.5

10.4

– 6.8

2,390.5– 6.2

2,637.9

90.0– 30.7– 87.41.3

35.3

2,673.2

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Sartorius Stedim Biotech

Consolidated Financial Statements and Notes 4.5 Notes to the Financial Statements

4.5 Notes to the Financial Statements
1. General Information
Sartorius Stedim Biotech is a leading international partner of the biopharmaceutical industry. As a provider ofinnovative solutions, the Group helps its customers to manufacture biotech medications safely, rapidly andeconomically. With its own manufacturing and R&D sites as well as sales entities in Europe, North America andAsia, Sartorius Stedim Biotech has a global reach.
Headquartered in Aubagne, France, Sartorius Stedim Biotech S.A. is listed on the Euronext Paris (ISIN code:
FR0013154002).
Sartorius Stedim Biotech S.A.’s ultimate parent company is Sartorius AG, which is headquartered in Göttingen,Germany, and is listed at several German stock exchanges (ISIN codes: DE0007165607 for ordinary shares;
DE0007165631 for preference shares).
In compliance with the European Regulation 1606/2002 of July 19, 2002, which requires listed companies toapply International Accounting Standards, the consolidated financial statements of the Sartorius Stedim
Biotech Group for the year ended December 31, 2023, are compliant with the IFRS and IFRIC Standards andInterpretations of the IASB as adopted by the European Union, which are available at the following website:
https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-andauditing/company-reporting_en
The consolidated financial statements are prepared in euros. Unless otherwise specified, all amounts aredisclosed in millions of euros (abbreviated as “€ in million”). In some cases, the sums of the figures given in thisreport may not precisely equal the stated totals and percentages may not be exact due to rounding.
These consolidated financial statements were approved by the Board of Directors on February 7, 2024, andthey will be submitted for approval by the Annual General Shareholders’ Meeting on March 26, 2024.

2. Effects of New Financial Reporting Standards
The following new accounting rules were applicable for the first time to the present consolidated financial
statements of the Group but did not have a material effect on these financial statements:▪ Amendments to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies:
The amendments clarify that entities are required to disclose all material accounting policies (previously:“significant accounting policies”). Furthermore, the Standard now explicitly defines when information aboutaccounting policies is material and provides examples of accounting policies that are generally consideredmaterial. The IFRS Practice Statement 2 was adjusted respectively to provide guidelines for the application of
the concept of materiality on disclosures of accounting policies.
▪ Amendments to IAS 8 – Definition of Accounting Estimates:
The amendments concern clarifications of definitions that are intended to help to distinguish between
accounting policies and accounting estimates. This distinction is relevant because changes in accounting
estimates are required to be recognized prospectively, while those in accounting policies are generally
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required to be recognized retrospectively. IAS 8 defines the term “accounting estimate” now as “monetaryamounts in financial statements that are subject to measurement uncertainty.”▪ Amendments to IAS 12 - Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction:
The so-called Iintial Recognition Exemption in IAS 12 prohibited recognizing deferred taxes on initialrecognition of an asset or a liability arising from a transaction that is neither a business combination nor affects
accounting profit or tax results. With the amendment, the scope of this exemption is narrowed so that it does
not apply to transactions that give rise to equal amounts of taxable and deductible temporary differences. The
amendment is applied retrospectively, recognizing the cumulative effect of the initial application as an
adjustment to the opening balance of equity at the beginning of the earliest period presented (modified
retrospective approach).
From the perspective of the Group, the amendment especially applies to right-of-use assets and leaseliabilities under IFRS 16 and any resulting temporary differences for which deferred taxes have to berecognized mandatorily according to the amendments. However, the amendments do not lead to a material
impact on the consolidated financial statements so that no retrospective adjustment is required, as the Groupalready recognized deferred taxes on differences resulting from leases subsequent to initial recognition of thelease.
▪ Amendments to IAS 12 – International Tax Reform – Pillar Two:
The aim of minimum taxation (so-called Pillar Two) of large Groups is that the companies concerned pay aneffective corporate tax rate of at least 15%. Because the regulations had not yet entered into force in thereporting period, they had no effect on the current tax expense for fiscal 2023. France adopted a law on
implementing the minimum taxation in December 2023. Therefore, the Group will be subject to minimum
taxation starting in 2024. Based on current knowledge, under considerations of the safe harbor provisions
which would apply in at least 2024 and the following two years, the new regulation will not have a material
impact on the Group in the foreseeable future. At the moment the group's activities in Ireland (nominal tax
rate: 12.5%) could be impacted.
The amendments to IAS 12 introduced a temporary mandatory exemption from the recognition of deferredtaxes that would result from the application of the Minimum Tax Provisions. In addition, the amendments
require targeted disclosures for the affected entities. The application of the new regulations had no significant
impact on the present consolidated financial statements.
▪ IFRS 17 and Amendments to IFRS 17 – Initial Application of IFRS 17 and IFRS 9 – Comparative Information:
IFRS 17, Insurance Contracts, establishes the principles for the recognition, measurement, presentation anddisclosure of insurance contracts within the scope of the standard.

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The following standards, interpretations and amendments were not yet applied to the consolidated financial
statements of the reporting year as they had not yet been adopted by the European Union, or their application
was not mandatory for 2023:
Applicable
Endorsement
for financial
by theyears from1 EU Commission

Standard | Interpretation

Title

Amendments to IAS 1

Classification of Liabilities as Current or NonCurrent,
Classification of Liabilities as Current or NonCurrent - Deferral of Effective Date,
Non-current Liabilities with Covenants

January 1, 2024

Yes

Amendments to IFRS 16

Lease Liability in a Sale and Leaseback

January 1, 2024

Yes

Amendments to IAS 7 and IFRS 7

Supplier Finance Arrangements

January 1, 2024

No

Amendments to IAS 21

Lack of Exchangeability

January 1, 2025

No

Amendments to IFRS 10 and IAS 28

Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture

n/a

No

1 These are required to be applied once they are endorsed by the EU Commission. The dates mentioned above are those required by
the Standards themselves (IASB effective dates).

To date, the Group does not expect the changes to have a material impact on its consolidated financial
statements.

3. Material Accounting Policies
Material accounting policies are described in the Notes in which the respective positions of the consolidated
financial statements are further explained if they relate to specific items. Material general accounting policies
are described below.
Basis of Preparation
The consolidated financial statements of the Group are based on the principle of the historical cost of
acquisition, construction, or production, with the exception of the items carried at fair value, such as derivative
financial instruments.
Foreign Currency Transactions
The presentation currency of the consolidated financial statements of the Sartorius Stedim Biotech Group is
the euro (financial statements presented in millions of euros). In the financial statements of each company,
transactions denominated in foreign currencies have been translated into the functional currency of thesubsidiary at the exchange rate applicable on the date of the transaction. Monetary assets and liabilities
denominated in a foreign currency have been translated at the exchange rate on the balance sheet date.
Exchange rate gains and losses have been recognized in profit or loss for the period.
Translation of Financial Statements Prepared in Foreign Currencies
The subsidiaries’ financial statements prepared in foreign currencies are translated pursuant to IAS 21, The
Effects of Changes in Foreign Exchange Rates, in accordance with the concept of a functional currency.
Foreign subsidiaries are regarded as independent subdivisions of the Sartorius Stedim Biotech Group. The
assets (including goodwill) and liabilities of the entities that have a functional currency different from thepresentation currency are translated at the exchange rate prevailing at the balance sheet date. The incomes,
expenses, and cash flows of these entities are generally translated using the average rate for the year to theextent that this rate represents an approximate value of exchange rates used as of the date of the transactionin the absence of significant fluctuations. Resulting translation differences are recognized in other
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comprehensive income. The Group applies IAS 29, Financial Reporting in Hyperinflationary Economies, to theentity located in Türkiye that was acquired in June 2023 (see Note 12).
The exchange rates for major currencies against the euro were considered as follows:
Year-end exchange rates

Average exchange rates

For €1

2023

2022

2023

2022

USD

1.10650

1.06695

1.08152

1.05351

GBP

0.869100.885840.86989

0.85265

CHF

0.92662

0.983700.971781.00486JPY

156.81000

140.73000

152.01230

138.04150

SGD

1.46070

1.43060

1.45250

1.45160

KRW

1,428.67000

1,344.77000

1,412.18659

1,357.87961

CNY

7.86730

7.36960

7.662297.08120

4. Use of Judgments and Estimates
During the preparation of consolidated financial statements, management uses estimates and assumptions
based on its best knowledge of the current and future situation. However, actual results may differ from theseestimates. The estimates and assumptions are revised on a regular basis, and the impact of changes in
estimates is recognized prospectively.
Even after the end of the COVID- 19 pandemic, the general uncertainty inherent in accounting estimates andassumptions remains on a higher level than usual, also as a result of uncertainties related to changes in thegeopolitical situation. This includes possible decoupling trends of various nations, Russia's ongoing attack on
Ukraine and the developments in the Middle East. Following the exceptionally high growth rates in the recent
past resulting from the COVID- 19 pandemic, the Group is currently in a normalization phase. In fiscal 2023,
this led to a reduction in sales revenues and net result in comparison with the prior year. In particular, thedecrease of the demand in connection with the COVID- 19 pandemic as well as the reduction in inventories
among biopharma customers affected sales revenue in the reporting period. The Group views the current
demand normalization after the pandemic as a phase that only temporarily overshadows the highly positive
growth drivers of the life science and biopharma markets. Accordingly, robust profitable growth is expected in
the years to come. In light of the developments in fiscal 2023, the Group withdrew its expectations for 2025
that were raised twice in former years and set updated mid-term targets for 2028 at the beginning of 2024.
In addition, Group management exercises its judgment in defining the accounting treatment of specific transactions when the existing Standards and Interpretations do not specifically treat the accounting problems
concerned.
Significant judgments and estimates are especially relevant to the business combinations that are describedin Note 8 and to the contingent consideration liabilities resulting from previous acquisitions, the values ofwhich are volatile due to their measurement at fair value at each reporting date (see Note 35).

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Other significant judgments and estimates are described in the Notes which provide explanations on thepositions of the consolidated financial statements if they relate to specific items. The general assumptions andestimates primarily concern the following topics:
Conflict between Russia and Ukraine
Since the beginning of the war, Sartorius Stedim Biotech has suspended all business activities in Russia thatare not related to humanitarian medical products. This has been done under consideration of the sanctions inforce and in line with the practice of other companies in the pharmaceutical and health sector. The sales
revenue in Russia were significantly lower than in the prior year, while the Group’s business in Russia wasalready not of a critical size in relation to the Group before the beginning of the conflict. The Group is primarily
affected by the indirect consequences of the conflict, for example, increasing energy prices and the impact on
the worldwide transportation and logistics sector. The Group is monitoring these indirect consequences andcurrently assumes that it will be able to maintain its profitability on the current level through appropriate
countermeasures, such as price increases.
The Group does not own material non-current assets in Russia, Belarus, and Ukraine. The default risks inrelation to trade receivables in Russia are limited due to the immaterial volume of trade receivables on thereporting date. Cash held in Russia of a single-digit-million euro value is currently subject to restrictions
regarding its use outside Russia. In particular, material distributions of cash are currently impossible.
Impact of the Middle East Conflict
On October 7, 2023, Israel was attacked by the Hamas terrorist group. Since then, battles have continued
between the Israeli army and Hamas. The Group's Israeli site for the production of cell culture media products
is located in Beit Haemek in the north of the country. Most of the dispute has been on the areas of the Gaza
Strip, the southern region and the Tel Aviv area. Nevertheless, the situation was and is still tense in the north ofthe country. On-site production as well as transport and logistics had previously been maintained. To date,there is no material impact on the consolidated financial statements.
Impairment of Assets
The carrying amounts of property, plant and equipment (see Notes 17 and 18) and of intangible assets,
including goodwill (see Note 16), are subject to impairment testing if there is an indication of impairment andat least once a year for intangible assets that have an indefinite useful life or are not yet available for use inaccordance with IAS 36, Impairment of Assets. When an asset is tested, the recoverable amount of the asset
is estimated. The recoverable amount of an asset or a cash-generating unit (CGU) is the higher of its fair value– less costs of disposal of the asset or CGU – and its value in use. If the individual asset’s recoverable amountcannot be estimated, the recoverable amount of the asset’s CGU is estimated.
If the estimated recoverable amount of an asset (or a CGU) goes below its carrying amount, this carrying
amount is reduced to the recoverable amount (impairment loss allocated in priority to goodwill). If the causesof the asset impairment no longer apply, the carrying amount of the asset (or the CGU) is increased to the
newly estimated recoverable amount (except for goodwill). However, the value increase is limited to the valuethat the asset (or CGU) would have had if no asset impairment loss had been recognized in previous fiscal
years.
The calculation of the value in use is generally based on discounted cash flow methods using cash flow
projections of up to five years. These projections take into account past experience and represent
management's best estimate about future sales revenue and cost developments. Cash flows after theplanning period are extrapolated using individual growth rates. Key assumptions on which management has
based its determination of the value in use include estimated growth rates, weighted average cost of capital,
and tax rates. These estimates can have a material impact on the respective values and, ultimately, the amountof any impairment.

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Fair Value Measurement
A number of the Group’s accounting policies and disclosures may require the measurement of fair values, forboth financial and non-financial assets and liabilities, including Level 3 fair values (unobservable inputs).
If third-party information, such as broker quotes or pricing services, is used to measure fair values, thenmanagement assesses the evidence obtained from the third parties to support the conclusion that thesevaluations meet the requirements of IFRS, including the level in the fair value hierarchy in which the valuations
need to be classified.
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as
possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fairvalue hierarchy, then the fair value measurement is categorized in its entirety at the same level of the fair value
hierarchy as the lowest level input that is significant for the entire measurement. Fair value measurement isparticularly relevant to accounting for business combinations (see Note 8), financial instruments (seeNote 35), and share-based payments (see Note 43).
Climate-Related Matters
Sustainability is one of the core values of the Group. Accordingly, the Group has announced long-term plansto reduce the CO2 emission intensity. The goal is predominantly to reduce actual emissions in relation to theGroup’s sales revenues. No compensation payments are planned to date, but may be decided on at a later
date. The future costs for the reduction measures are considered in the financial forecasts of the management
and are therefore also considered in valuations made for financial reporting purposes.
The Group set a further long-term sustainability goal in fiscal 2023 and wants to be climate-neutral by 2045.
In this context, the Group works towards decarbonisation in cooperation with suppliers and customers. For
example, electricity requirements are planned to be met by 2030 using energy from renewable sources.
To date, climate-related matters do not significantly affect the assets and liabilities of the Group.

5. Operating Segments
According to IFRS 8, Operating Segments, the identification of reportable operating segments is based on the“management approach”; i.e., the segments are defined analogously to the internal financial reporting of anentity. Therefore, an area of activity is to be considered an operating segment if its business activities may
result in revenues and expenses, its operating results are regularly reviewed by the entity’s chief operating
decision maker (= the executive members of the Board of Directors), and discrete financial information isavailable in its internal reporting. Internal control and reporting within Sartorius Stedim Biotech is based on theapproach of operating as a “total solutions provider” for its customers. Accordingly, there is only one single
segment to be identified for Sartorius Stedim Biotech, driven by the product and customer perspective:
Biopharm.
The key performance indicator of the operating segment of the Sartorius Stedim Biotech Group is so-called“underlying EBITDA,” as the Board monitors this performance measure at a consolidated level and believes
this measure is relevant for an understanding of the Group’s financial performance.
EBITDA corresponds to earnings before interest, taxes, depreciation, and amortization; “underlying EBITDA”
means EBITDA adjusted for extraordinary items. Extraordinary items are expenses and income in connection
with acquisitions, structural measures (e.g., restructuring activities, large Group projects), and other gains orlosses that distort the sustainable profitability of the segment, for example, gains or losses from the disposal of
fixed assets and investments. Since fiscal 2023, extraordinary items are presented within functional expenses
in profit or loss. Prior-year figures were restated.
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Underlying EBITDA is not a defined performance measure in IFRS. The Group’s definition of underlying
EBITDA may not be comparable to similarly named performance measures and disclosures by other entities.
Segment assets and segment liabilities are not reported on a regular basis to the chief operating decision
maker and are therefore not part of the segment report.
Biopharm€ in millions

2023

2022

Sales revenue

2,775.5

Underlying EBITDA

785.4
28.3%

35.0%

as a % of sales revenue
EBIT
as a % of sales revenue

Group

Change2023

2022

3,492.7– 21%

2,775.5

3,492.7– 21%

1,221.4

– 36%

785.4

1,221.4

– 36%

28.3%

35.0%

448.7

995.2

16.2%

28.5%

– 55%

448.7

995.2

16.2%

28.5%

Change– 55%

Reconciliation of Segment Profit or Loss:€ in millions

2023

2022

Underlying EBITDA of the segment

785.4

1,221.4

Depreciation and amortization– 237.6– 179.9

Extraordinary items– 99.1– 46.3

EBIT

448.7

995.2

Financial result– 47.6

135.2

Profit before tax

401.1

1,130.4€ in millions

2023

2022

Structural measures– 74.2– 21.1

M&A projects | Integration costs– 21.1– 13.7

Other

– 3.8

– 11.5Group– 99.1– 46.3Extraordinary Items:

Supplementary Information by Region
To provide additional information required by IFRS 8, the table below presents supplementary information bygeographical region. The key figures for non-current assets of the geographical areas refer to the company
location, whereas sales revenue is reported according to the customers’ location.
The non-current assets are property, plant, and equipment as well as intangible assets (including goodwill).
As in the prior reporting period, the amount of sales revenue with a single customer does not exceed 5% ofconsolidated sales revenue in the reporting period 2023.

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Sales revenue€ in millions

Non-current assets

2023

2022

2023

2022

EMEA

1,093.4

1,318.8

5,613.0

2,794.9of which Germany

252.5

298.7

1,100.1

973.8

of which France

99.5

114.1

3,091.3

475.0

1,054.0

1,277.8

453.5

417.1

973.0

1,214.8

453.5

417.1

Asia | Pacific

628.1

896.2

154.9

93.3

of which China

190.8

376.9

35.3

36.7

Americasof which USA

of which South Korea
Group

149.0

174.7

88.1

23.9

2,775.5

3,492.7

6,221.4

3,305.2

6. Statement of Cash FlowsThe statement of cash flows shows the impact of cash inflows and outflows on the cash and cash equivalentsof the Group. Cash flows are classified by operating, investing, and financing activities according to IAS 7(Statement of Cash Flows).
In this context, cash equivalents are assets that can be converted into cash within a short maturity, generally
less than three months. The amount considered in the statement of cash flows is equal to the amount of cash
and cash equivalents in the statement of financial position (see Note 28).
The following table summarizes the development of the liabilities arising from financing activities during thereporting period:
Balance at
Dec. 31, 2021

Cash flows

Currency
effects

Other non-cashchanges

Balance at
Dec. 31, 2022

Loans and borrowings

546.6

410.4

0.0

68.1

1,025.1

Lease liabilities

78.9– 18.1

0.0

49.8

110.6

Liability for acquisition of noncontrolling interests

218.0– 39.1

0.0– 10.0168.9

Contingent considerations fromacquisitions

4.6

0.0

0.2

– 0.6

4.1

Total financial liabilities fromfinancing activities

848.1

353.1

0.2

107.3

1,308.7

Currency Other non-cash
effectschanges

Balance at
Dec. 31, 2023

€ in millions€ in millions
Loans and borrowings

Balance at
Dec. 31, 2022

Cash flows

1,025.1

2,348.2

0.0

194.1

3,567.4

Lease liabilities

110.6– 24.9

– 1.7

30.4

114.4

Liability for acquisition of non-controllinginterests

168.9– 66.70.0– 23.3

78.9

4.1

0.0

0.0

– 4.0

0.1

1,308.7

2,256.6

– 1.7

197.1

3,760.8

Contingent considerations fromacquisitions
Total financial liabilities from financing
activities

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7. Scope of Consolidation
The consolidated financial statements of the Sartorius Stedim Biotech Group include the annual financial
statements of all companies, which are controlled directly or indirectly by Sartorius Stedim Biotech S.A. Under
IFRS 10, Consolidated Financial Statements, the Sartorius Stedim Biotech Group controls an entity when it is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affectthose returns through its power over the entity.
Such entities are included in the consolidated financial statements from the time when Sartorius Stedim
Biotech S.A. or its subsidiaries obtain such control until the date on which control ceases. Subsidiaries areincluded on the basis of their annual financial statements for the same reporting period as the parent company,
using uniform Group recognition and measurement methods. All intragroup assets and liabilities, equity,
income, expenses, and cash flows relating to transactions between members of the Group are eliminated on
consolidation.
The 2023 financial statements of the following entities:▪ Biowire Shanghai Ltd., Shanghai, China▪ Metreon Bioproducts GmbH, Freiburg, Germany▪ Kobmast Ltd., Central Hong Kong, Hong Kong
▪ Polyplus Transfection Pte. Ltd., Singapore, Singapore▪ CellGenix Inc., Wilmington, Delaware, United States
were not included in the scope of consolidation because their figures were of minor importance for assessing
the financial position of the Group. The sales revenue and total assets of the non-consolidated companies
were below 1% of the Group figures.
The following entities were included in the scope of consolidation for the first time in the reporting period as aresult from acquisitions (see Note 8 for details):▪ Sartonet Seperasyon Teknolojileri Anonim Şirketi (“Sartonet“), Istanbul, Türkiye▪ ACCESSIA PHARMA S.A., Herstal, Belgium▪ XPRESS BIOLOGICS S.A., Herstal, Belgium▪ XpressBioX SRL, Herstal, Belgium▪ BIO ELPIDA S.A.S., Saint-Priest, France▪ POLYPLUS-TRANSFECTION S.A., Illkirch-Graffenstaden, France▪ PolygenX 2 S.A.S., Illkirch-Graffenstaden, France▪ PolygenX A S.A.S., Illkirch-Graffenstaden, France▪ PolygenX B S.A.S., Illkirch-Graffenstaden, France
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Consolidated Financial Statements and Notes 4.5 Notes to the Financial Statements▪ PolygenX C S.A.S., Illkirch-Graffenstaden, France▪ PolygenX D S.A.S., Paris, France▪ Polyplus Transfection Inc., Wilmington, Delaware, USA
Following the acquisition, the entity PolygenX C S.A.S. was merged into PolygenX B S.A.S. which
was subsequently merged into PolygenX A S.A.S.
In addition, the entity Sartorius DC BPS Americas, Inc., Dover, Delaware, USA was founded in fiscal
2023 and subsequenly consolidated in the reporting period.
The Group does not apply the equity method to its investments in Distribo GmbH, Germany (ownershipinterest of the Group: 26%), or to Sartorius Israel Ltd., Israel (51%), for materiality reasons. Sartorius Israel Ltd. is
an associate of the Group because the Group neither controls nor jointly controls this entity due to contractual
agreements.
The financial statements of the following companies are included in the Group financial statements. All ofthese entities are fully consolidated. The ownership percentage equals the share of voting rights:

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Ownershipin %EMEA
Sartorius Stedim Biotech S.A., Aubagne, France

Parent company

ACCESSIA PHARMA S.A., Herstal, Belgium

100

XpressBioX SRL, Herstal, Belgium

100

XPRESS BIOLOGICS S.A., Herstal, Belgium

100

Sartorius Stedim Belgium S.A., Woluwe-Saint-Lambert, Belgium

100

Sartorius Stedim Nordic oy, Helsinki, Finland

100

Sartorius Xell GmbH, Schloß Holte-Stukenbrock, Germany

100

Sartorius CellGenix GmbH, Freiburg, Germany

76

Sartorius Stedim Biotech GmbH, Göttingen, Germany

100

Sartorius Stedim Plastics GmbH, Göttingen, Germany

100

Sartorius Stedim North America Holding GmbH, Göttingen, Germany

100

Sartorius Stedim Systems GmbH, Guxhagen, Germany

100

Sartorius Stedim Cellca GmbH, Ulm, Germany

100

Sartorius Stedim UK Ltd., Epsom, UK

100

Sartorius Stedim BioOutsource Ltd., Glasgow, UK

100

Albumedix Ltd., Nottingham, UK

100

Sartorius Stedim Lab Ltd., Stonehouse, UK

100

Sartorius Stedim Chromatography Systems Ltd., Royston, UK

100

TAP Biosystems Group Ltd., Royston, UK

100

The Automation Partnership (Cambridge) Ltd., Royston, UK

100

Sartorius Stedim FMT S.A.S., Aubagne, France

100

Sartorius Stedim France S.A.S., Aubagne, France

100

Sartorius Stedim Chromatography Resins S.A.S., Cergy, France

100

PolygenX 2 S.A.S., Illkirch-Graffenstaden, France

100

PolygenX A S.A.S., Illkirch-Graffenstaden, France

100

POLYPLUS-TRANSFECTION S.A., Illkirch-Graffenstaden, France

100

Sartorius Stedim Aseptics S.A.S., Lourdes, France

100

PolygenX D S.A.S., Paris, France

100

Sartorius Chromatography Equipment S.A.S., Pompey, France

100

BIO ELPIDA S.A.S., Saint-Priest, France

100

Sartorius Stedim Ireland Ltd., Dublin, Ireland

100

Biological Industries Israel Beit Haemek Ltd., Kibbutz Beit Haemek, Israel

100

Sartorius Stedim Italy S.r.l., Florence, Italy

100

Sartorius Stedim Netherlands B.V., Amersfoort, Netherlands

100

Sartorius Stedim Austria GmbH, Vienna, Austria

100

Sartorius Stedim Poland sp. z.o.o., Kostrzyn, Poland

100

LLC Sartorius Stedim RUS, St. Petersburg, Russia

100

Sartorius Stedim Data Analytics AB, Umeå, Sweden

100

Sartorius Stedim Switzerland AG, Tagelswangen, Switzerland

100

Sartorius BIA Separations, separacijske tehnologije, d.o.o., Ajdovščina, Slovenia

100

Sartorius Stedim Spain S.A., Madrid, Spain

100

Sartorius Stedim Hungaria Kft., Budapest, Hungary

100

Sartonet Seperasyon Teknolojileri Anonim Şirketi, Istanbul, Türkiye

100

Sartorius Stedim Bioprocess S.A.R.L., M'Hamdia, Tunisia

100

Americas
Sartorius Stedim Filters Inc., Yauco, Puerto Rico

100
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Sartorius DC BPS Americas, Inc., Dover, Delaware, USA

100

Sartorius Stedim North America Inc., Dover, Delaware, USA

100

WaterSep BioSeparations LLC, Boston, Massachusetts, USA

100

Polyplus Transfection Inc., Wilmington, Delaware, USA

100

Asia | Pacific
Sartorius Stedim Australia Pty. Ltd., Dandenong South, Victoria, Australia

100

Sartorius Stedim Biotech (Beijing) Co. Ltd., Beijing, China

100

Sartorius Stedim (Shanghai) Trading Co. Ltd., Shanghai, China

100

Sartorius Stedim India Pvt. Ltd., Bangalore, India

100

Sartorius Stedim Japan K.K., Tokyo, Japan

100

Sartorius Korea Biotech Co. Ltd., Seoul, South Korea

79

Sartorius Korea Operations LLC, Seoul, South Korea

100

Sartorius Stedim Malaysia Sdn. Bhd., Kuala Lumpur, Malaysia

100

Sartorius Stedim Singapore Pte. Ltd., Singapore, Singapore

100

Sartorius Stedim Taiwan Inc., New Taipei City, Taiwan

100

8. Business Combinations
Business combinations are accounted for by applying the acquisition method. The accounting for businesscombinations requires that the consideration transferred, as well as the assets acquired and liabilities assumed,
be measured at their respective fair values on the acquisition date.
The application of the acquisition method requires estimates and assumptions to be made, especiallyconcerning the fair values of the consideration transferred; the intangible assets acquired; property, plant, andequipment; the liabilities assumed at the acquisition date; and the useful lives of the assets. These
measurements are based to a large extent on anticipated cash flows. If actual cash flows vary from those usedin calculating fair values, this may materially affect the Group’s future results of operations.
For significant acquisitions, the purchase price allocation is carried out with assistance from independent
external valuation specialists. The valuations are based on the information available at the acquisition date.
Acquisition of Sartonet
On June 1, 2023, the Group acquired 100% of shares and voting rights in Sartonet Seperasyon Teknolojileri
Anonim Şirketi (“Sartonet”) headquartered in Istanbul, Türkiye. The company imports and distributes the
products of the Sartorius Group in Türkiye and employed around 40 employees as of the acquisition date. The
consideration transferred amounts to approximately €29.1 million and was paid in cash. Expenses directly
attributable to the acquisition of €0.2 million were recognized in other expenses through profit or loss.
Goodwill is attributable to, among others, securing the market presence and business opportunities in theregion, the know-how of the workforce acquired, and other intangible assets not recognizable separately.
Goodwill is not deductible for tax purposes.

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The purchase price allocation is as follows:€ in millions

Final purchaseprice allocation

Customer relationships

11.0

Trade receivables

2.5

Inventories

1.3

Other assets

0.4

Cash and cash equivalents

6.4

Deferred taxes - net– 2.2

Other liabilities– 0.7

Net assets acquired

18.5

Purchase price

29.1

Goodwill

10.5

Acquisition of Polyplus
On July 18, 2023, the Group acquired 100% of the shares and voting rights of PolygenX A, the parent companyof the Polyplus Group. Headquartered in Strasbourg, France, Polyplus was founded in 2001 and has locations
in France, Belgium, the U.S., and China. With around 270 employees, Polyplus develops and producestransfection as well as other DNA/RNA delivery reagents and plasmid DNA in high quality and GMP grade.
These are key components in the production of viral vectors used in cell and gene therapies and otheradvanced medicinal therapeutic products.
Due to the size of the transaction and the complexity inherent in the identification and measurement ofintangible assets, the valuations are preliminary and may be subject to revision in accordance with IFRS 3. The
following valuations were considered for the preliminary purchase price allocation based on the Group’s
current knowledge:€ in millions

Preliminarypurchase priceallocation

Intangible assets

888.8

Property, plant and equipment

35.5

Inventories

6.9

Trade receivables

17.3

Other assets

7.5

Cash and cash equivalents

8.2

Deferred taxes - net– 217.4

Trade payables– 5.4

Loans and borrowings– 194.1

Lease liabilities– 9.3

Other liabilities– 14.8

Net assets acquired

523.2

Purchase price

2,226.4

Goodwill

1,703.2

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Consolidated Financial Statements and Notes 4.5 Notes to the Financial Statements

The purchase price amounting to approximately €2,226.4 million was paid in cash. The directly attributableacquisition-related costs totaled €11.8 million and were recognized in other expenses. On a preliminary basis,the intangible assets recognized separately are related to technologies (approx. €790 million) with useful lives
of up to 18 years as well as customer relationships (€48 million) and brands (€36 million) with limited useful
lives.
The resulting goodwill reflects the expansion of the Group’s product offering for biopharmaceutical customers
and synergies, especially from the combination of the acquired business with the existing product portfoliowith a focus on cell and gene therapies. In particular, the products of Polyplus are key components in the
manufacture of cell and gene therapies and provide access to a significant share in this growing, early-stage
market. In addition, goodwill is expected to reflect other non-separable intangible assets, such as the knowhow of the acquired workforce. Goodwill is not deductible for tax purposes.
Effects of the Acquisitions on the Group’s Sales Revenue and Net Result in 2023
Since its first-time consolidation, the Polyplus business acquired in 2023 contributed sales revenue of€38.6 million. Excluding amortization of intangibles from the preliminary purchase price allocation and
expenses for the financing of the acquisition, Polyplus contributed approx. €13.6 million to the Group’s net
result since the acquisition date. If the acquisition of Polyplus had taken place as of January 1, 2023, sales
revenue of the Group for the reporting period 2023 would have amounted to €2,810.4 million, and the Group’s
net result would have amounted to €256.6 million. The main reasons for the lower result are the amortizationof the technologies which would be presented in cost of sales (€25.5 million based on the preliminarypurchase price allocation and relative to the time from January 1, 2023, to the acquisition date) and the interest
expenses for financing the acquisition which would be presented in the financial result (approx. €60 million).
Since Sartonet is acting as a distributor primarily for products of the Group, there would be no material effecton the Group sales revenues and net result for fiscal 2023 if the acquisition had been completed as of January
1, 2023.

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Consolidated Financial Statements and Notes 4.6 Notes to the Statement of Profit or Loss

4.6 Notes to the Statement of Profit or
Loss
9. Sales Revenue
Revenue is recognized according to IFRS 15, Revenue from Contracts with Customers. The revenues fromcontracts with customers are disaggregated into geographical regions (see segment report, Note 5) andaccording to the type of revenue (recurring and non-recurring). The Group defines recurring revenue asrevenue from consumables and services, while non-recurring revenue is primarily defined as instrument
revenue.
€ in millions

2023

Sales revenueof which recurringof which non-recurring

2022

Change2,775.5

3,492.7– 21%

2,109.4

2,686.8

– 21%

666.1

805.9

– 17%

The Group produces and sells instruments and consumables for customers in the biopharma segment. The
Group satisfies its performance obligations depending on the goods to be transferred and the promised
services. Most of the revenues from sales of products are recognized at a point in time when the customer
obtains control of the goods. This is typically the case when the significant risks and rewards of ownership of
the goods are transferred to the customer. Therefore, the point in time may vary depending on the agreementwith the individual customer.
For complex products that require installation at the customer’s site, revenue is recognized upon formal
customer acceptance. To a low extent, revenue is recognized over time in the customer-specific projectbusiness. In these cases, revenue is recognized according to the project progress which is measured based on
the percentage of costs to date compared to the total estimated contract costs. The amount of actual costs
incurred to date reflects the progress and the transfer of control to the customer appropriately, as the Group
has a right to reimbursement of cost to date plus an appropriate margin if the project is canceled by thecustomer without cause.
Revenue from services is generally recognized when the services are performed or have been performed.
When the services are performed continuously over a period of time, the Group recognizes the related
revenue over time. In this case, revenue is generally recognized pro rata in relation to the total contract period.
Product sales are typically accompanied by the legally required warranty. Any material extended warranties
are accounted for as separate performance obligations.
According to the general payment terms, customer payments are due in the short term, typically within 30 to
60 days. To some extent, the Group obtains advance payments, for example, to avoid credit risks. Therefore,
the Group regularly has contract liabilities (payments received on account of orders). In addition, the Group
recognizes contract liabilities in connection with service contracts (deferred revenues) when customers pay inadvance.
There are no material effects from contracts with significant financing components. The Group uses thepractical expedient regarding the existence of a significant financing component. This means that a financing
component is taken into consideration only when the length of time between the transfer of goods or services
and the receipt of consideration is expected to exceed one year and the effect is material.
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Consolidated Financial Statements and Notes 4.6 Notes to the Statement of Profit or Loss

As of December 31, 2023, the Group had refund liabilities of €23.8 million arising from incentive agreementswith customers (2022: €25.8 million). The aggregate amount of the transaction price allocated to theperformance obligations that were unsatisfied (or partially unsatisfied) at the end of the reporting period(orders on hand) amounted to €1,495 million (2022: €1,844 million). The Group expects that most of theseunsatisfied performance obligations will be satisfied in 2024.
There were no extraordinary changes in the carrying amounts of the contract liabilities and contract assets in
the reporting period. Revenue in the amount of €206.5 million was recognized in the reporting period that was
included in contract liabilities at the beginning of the reporting period (2022: €221.3 million).
The balances of trade receivables and contract assets are presented in Note 29. For details on the impairment
losses on trade receivables and contract assets recognized in the reporting period, see Note 41. The following
table presents the balances of the Group’s contract liabilities.
€ in millions

Line item in statement Carrying amount as of Carrying amount as ofof financial position
December 31, 2023
December 31, 2022

Deferred revenue

Other liabilities

Payments received on account of orders

Trade payables

Contract liabilities (total)

52.6

36.9

186.0

234.1

238.6

270.9

10. Functional Costs
The statement of profit or loss is presented according to the “cost of sales format,” i.e., expenses are allocatedto the relevant functions of production, sales and marketing, research and development, and generaladministration. Expenses relating to cross-functional initiatives or projects are assigned to the respectivefunctional costs based on an appropriate allocation principle.
The item “Cost of sales” includes the cost of products sold and the cost of merchandise sold. In addition to
directly attributable expenses, such as raw materials and supplies, employee benefits expense, and energy
expenses, cost of sales also includes overhead, which can be allocated to the manufacturing area, and thecorresponding depreciation and amortization.
The selling and distribution costs pertain to, in particular, the costs of the sales and marketing functions,distribution, and market research.
Research and development costs comprise the costs of research and product and process development
unless they are recognized as assets.
The item “General administrative expenses” mainly includes employee benefits expense and the cost of
materials and supplies of the general administrative area.
All profit and loss items that cannot be allocated to one of the functional areas mentioned above arerecognized as other income and expenses. This item essentially includes effects from translation oftransactions in foreign currencies, sale of fixed assets and allowances on trade receivables.
Extraordinary items, such as restructuring or other non-recurring income or expenses are generally reported
within functional expenses as of fiscal 2023. Prior-year figures were restated accordingly.
Income from grants related to income is recognized as other income when there is reasonable assurance thatthe conditions associated with the grants are complied with and the grants will be received. They arerecognized systematically as income over the period in which the related costs are recorded.
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Consolidated Financial Statements and Notes 4.6 Notes to the Statement of Profit or Loss

Operating expenses by nature are presented in the Profit or Loss Statement by Nature in Note 14.
The material expenses and personnel costs are as follows:
Raw Materials and Supplies€ in millions
Purchases consumed2023
12 months2022
12 months

618.0

694.6

Cost of purchased services

167.7

191.1

Total

785.8

885.7

2023
12 months2022
12 months

Wages and salaries

664.7

644.1

Social security

149.7

147.3

Personnel Costs€ in millions

Expenses for retirement benefits and pensions

15.1

15.5

829.5

806.9

2023
12 months2022
12 months

28.2

56.2

Income from the decrease in allowances for bad debts

3.8

4.1

Income from release of provisions and liabilities

0.0

1.7

Income from grants

6.2

3.6

Total

11. Other Operating Income and Expenses€ in millions
Currency translation gains

Other income

2.6

6.6

Other operating income

40.7

72.1

Currency translation losses– 35.0– 97.4Extraordinary expenses– 14.8– 18.5

Allowances for bad debts

– 7.1

– 5.5

Other expenses– 22.8– 28.6

Other operating expenses– 79.8– 150.0

Total other operating income and expenses– 39.1– 77.8The item reported as “Income from grants” comprises grants for expenses, essentially related to research anddevelopment projects. The currency translation gains/losses in 2023 include an amount of €1.5 million (2022:€38.2 million) for the reclassification of items from equity to profit or loss (see Note 38). Since fiscal 2023,
extraordinary items are presented within functional expenses in profit or loss. Prior-year figures were restated.
For details about extraordinary items, see Note 5.

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Consolidated Financial Statements and Notes 4.6 Notes to the Statement of Profit or Loss

12. Financial Result€ in millions
Interest and similar income

2023
12 months2022
12 months

6.2

0.5

- of which from affiliated companies

5.2

0.2

Income from derivative financial instruments

2.6

4.3

Valuation earn-outs

74.4

149.6

Other financial income

11.2

31.4

Financial income

94.4

185.8

Interest and similar expenses– 115.4– 18.2- of which from affiliated companies– 99.6– 10.7

Expenses for derivative financial instruments

– 1.9

– 9.0

Interest expense for pensions

– 1.6

– 0.4

Other financial expenses– 23.0– 23.0Financial expenses– 141.9– 50.7

Total– 47.6135.2

The items “Other financial income (expenses)” include mainly foreign exchange gains (losses) in connection
with bank deposits and loans and liabilities denominated in foreign currencies. The item “Valuation earn-outs”
refers mainly to the remeasurement of the contingent consideration in connection with the acquisition of BIA
Separations that resulted in an income of €70.4 million in the reporting period (2022: €148.0 million), seeNote 35 for details.
The interest expenses to affiliated companies are in connection with the loans granted by the Group’s ultimate
parent Sartorius AG and Sartorius Finance B.V., an entity wholly-owned and controlled by Sartorius AG (seealso Notes 31 and 44).
In fiscal 2023, the Group acquired an entity based in Türkiye (see Note 8). Türkiye was assessed as a
hyperinflationary economy in the reporting period. Therefore, IAS 29, Financial Reporting in Hyperinflationary
Economies, was applied. The net gains or losses from the inflation of material non-monetary assets andliabilities, as well as equity and all items in the income statement, were recognised in the financial result. The
general consumer price index of the Turkish Statistical Institute was applied (Index as of May 2023: 1,300.6 andas of December 2023: 1,859.4).

13. Income Taxes2023
12 months2022
12 months

Current income taxes– 88.3– 264.3

Deferred taxes

– 0.8

13.9

Total

– 89.0– 250.5€ in millions

Current income taxes are determined based on the respective local taxable income of the period and local tax
rules. In addition, current income taxes include adjustments for uncertain tax payments or tax refunds forperiods not yet assessed. Changes in deferred tax assets and liabilities are included in the line deferred taxes
except for changes recognized in other comprehensive income or equity (see note 19).

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Consolidated Financial Statements and Notes 4.6 Notes to the Statement of Profit or Loss

The following table explains the difference between the expected tax expense and the income tax expenses
reported for the particular fiscal year. The expected tax expense is calculated by applying a weighted averagerate to the Group’s consolidated profit before tax.
€ in millions

2023
12 months2022
12 months

Expected tax rate

24.1%

25.6%

Expected tax expense– 96.7– 289.9

Permanent differences– 12.3– 7.9

Tax-free income and other tax exemptions

29.6

56.7

Unrecognized tax losses and deductible temporary differences

– 5.0

– 0.5

Taxes for previous years

– 3.5

– 5.5

Withholding taxes and other income taxes with different tax base

– 1.5

– 1.6

Other

0.3

– 1.8

Total

– 89.0– 250.5

Effective tax rate

22.2%

22.2%

As in the prior year, the relatively low effective tax rate in comparison to the expected tax rate is mainly driven
by the valuation effects regarding the contingent consideration for the BIA Separations acquisition (seeNotes 12 and 35). The income is not taxable and therefore leads to a lower tax rate in relation to theconsolidated profit before tax.

14. Profit or Loss Statement by Nature€ in millions

2023
12 months2022
12 months

Sales revenue

2,775.5

3,492.7

Purchases consumed– 618.0– 694.6

Cost of purchased services– 167.7– 191.1

Personnel costs– 829.5– 807.7

Amortization and depreciation– 237.6– 181.7

Other operating costs– 473.9– 622.3– 2,326.8– 2,497.5

448.7

995.2

Subtotal
Operating profit (EBIT)
Financial income I expenses– 47.6

135.2

Income tax– 89.0– 250.5

Non-controlling interest

– 2.4

– 3.8

Net profit after non-controlling interest

309.7

876.1

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15. Earnings per ShareAccording to IAS 33, basic earnings per share (basic EPS) are calculated on the basis of the weighted average
number of ordinary shares during the period.
2023

2022

Net profit after tax (€ in millions)

312.1

879.9

Group net profit after tax (€ in millions)

309.7

876.1

Earnings per share (€)

3.36

9.51

Diluted earnings per share (€)

3.36

9.51

92,180,190

92,180,190– 19,564– 17,091

Weighted average number of shares used in earnings per share calculation

92,160,626

92,163,099

Weighted average number of shares used in diluted earnings per share calculation

92,160,626

92,163,099

Number of shares (statutory level)
Treasury shares

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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

4.7 Notes to the Individual Balance Sheet
Items
16. Goodwill and Other Intangible Assets
Goodwill€ in millions
Gross book values at Jan. 1, 2022

Goodwill
820.7

Currency translation– 7.1

Business combinations

322.8

Gross book values at Dec. 31, 2022

1,136.4

Impairment losses at Jan. 1, 2022

0.0

Currency translation

0.0

Impairment losses

0.0

Impairment losses at Dec. 31, 2022

0.0

Net book values at Dec. 31, 2022

1,136.4€ in millions
Gross book values at Jan. 1, 2023
Currency translation

Goodwill
1,136.4
1.8

Business combinations

1,713.8

Gross book values at Dec. 31, 2023

2,851.9

Impairment losses at Jan. 1, 2023

0.0

Currency translation

0.0

Impairment losses

0.0

Impairment losses at Dec. 31, 2023
Net book values at Dec. 31, 2023

0.0
2,851.9

The item reported as “Goodwill” in the amount of €2,851.9 million is the difference between the considerationtransferred and the fair value of the net assets acquired in business combinations. According to IAS 36, goodwill
acquired in a business combination may not be amortized, but rather, must be tested for impairment annually
and whenever there is any indication of an impairment. The increase recorded in 2023 concerns the acquisitionsof Polyplus and Sartonet (see Note 8). The additions in the prior period resulted from the acquisitions of thechromatography business of Novasep and Albumedix Ltd.
For impairment testing, goodwill must be allocated to each of the acquirer’s cash-generating units (CGUs) thatare expected to benefit from the synergies of the combination. The CGU represents the lowest level within theentity at which goodwill is monitored for internal management purposes and may not be larger than a segment.
The Sartorius Stedim Biotech Group follows the strategy of being a total solution provider for its customers.
Because of the various interdependencies within the business, the lowest level at which goodwill is monitored isthat of the biopharma segment. Therefore, the goodwill acquired is allocated to this segment.
As in 2022, the impairment test conducted for 2023 measures the recoverable amount on the basis of thevalue in use of the particular cash-generating unit (Biopharm segment). The cash flow forecasts consider
previous experience and are generally based on Group management’s forecasts for a period of four years.
These calculations are based on a terminal growth rate of 2.5% for the years after 2027. This rate is derived fromlong-term inflation expectations and market expectations, which forecast significant growth rates for the
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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

targeted biopharmaceutical market. The major growth drivers for the Sartorius Stedim Biotech Group will be
the aging, and increase in, population and improved access to drugs in emerging markets, as well as theongoing paradigm shift from reusable products to single-use products utilized in biomanufacturing by thebiopharmaceutical industry. Furthermore, an increasing number of new modalities, e.g., in the field of cell andgene therapies, are expected to drive the growth of Group’s business.
The discount rates applied correspond to the weighted average cost of capital; they were recognized asfollows:
2023
Biopharma segment

2022

Before tax

After tax

Before tax

After tax

10.6%

8.5%

10.5%

8.4%

In 2023, the impairment test did not result in the recognition of impairment losses. In this context, various
sensitivity analyses based on realistic variations of the assumptions disclosed above did not result in an
impairment either. The following variations would theoretically represent the “break-even point”:
2023

2022

13.6%

21.6%

Terminal growth rate

– 5.0%– 23.9%Cash flows– 48.9%– 72.8%Discount rates

Intangible Assets€ in millions

Patents,
licensesand similar
rights

Brand
name

Capitalized
Customer developme
relationships
nt costs

Payments
onaccount

Total

Gross book values at Jan. 1, 2022

525.2

19.8

246.1

202.0

0.2

993.2

Currency translation

– 2.5

– 0.3

– 1.5

– 2.3

0.0

– 6.6

Business combinations

164.9

5.4

45.9

1.0

0.0

217.3

Acquisitions

1.2

0.0

0.3

63.1

0.3

65.0

Disposals

– 2.1

0.0

0.0

– 3.9

0.0

– 6.0

Transfers

0.0

0.0

0.0

0.0

0.0

0.0

Gross book values at Dec. 31, 2022

686.8

24.9

290.8

259.9

0.5

1,262.9

Amortization and impairment losses at Jan. 1, 2022

– 99.0– 1.2– 127.5– 81.10.0– 308.8

0.4

0.1

1.0

0.7

0.0

2.1

– 46.1– 1.0– 19.0– 19.40.0– 85.5

Disposals

2.1

0.0

0.0

4.1

0.0

6.1

Transfers

0.0

0.0

0.0

0.0

0.0

0.0

Currency translation
Amortization and impairment losses

Amortization and impairment losses at Dec. 31, 2022

– 142.6– 2.1– 145.6– 95.70.0– 386.1

Net book values at Dec. 31, 2022

544.1

22.8

145.2

164.2

0.5

876.8

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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items€ in millions
Gross book values at Jan. 1, 2023

Patents,
licensesand similar
rights686.8

Capitalized
Brand
Customer developmen
name relationships
t costs
24.9

290.8

Payments
onaccount

Total

259.9

0.5

1,262.9

Currency translation

2.0

0.0

– 2.1

0.7

0.0

0.6

Business combinations

791.9

36.3

58.5

13.0

0.0

899.7

Acquisitions

3.4

0.0

0.0

75.4

0.4

79.2

Disposals

– 0.5

0.0

0.0

– 0.2

0.0

– 0.8

Transfers

0.0

0.0

0.0

0.0

0.0

0.0

Gross book values at Dec. 31, 2023

1,483.7

61.2

347.2

348.8

0.8

2,241.6

Amortization and impairment losses at Jan. 1, 2023

– 142.6– 2.1– 145.6– 95.70.0– 386.1

Currency translation

– 0.2

0.0

0.7

– 0.4

0.0

0.2

Amortization and impairment losses– 75.7– 2.1– 18.6– 23.60.0– 120.0

0.5

0.0

0.0

0.0

0.0

0.5

Disposals
Transfers

0.0

0.0

0.0

0.0

0.0

0.0

Amortization and impairment losses at Dec. 31, 2023

– 218.1– 4.2– 163.5– 119.7

0.0– 505.4

Net book values at Dec. 31, 2023

1,265.6

57.0

183.7

229.1

0.8

1,736.2

Intangible assets are recorded at cost less accumulated, regular amortization that is calculated according to
the straight-line method and any impairment loss. The useful life of an intangible asset is the period during
which the Group expects to use the asset.
Amortization of intangible assets is generally based on the following estimated useful lives:
Software2 to 10 years

Technologies

3 to 20 years

Capitalized R&D expenses

4 to 6 years

Customer relations

1 to 20 years

Brand name

2 years to indefinite

Costs incurred within the scope of the development of new products and methods were capitalized asinternally-generated intangible assets if the criteria in IAS 38.57 were met. The capitalization of internallygenerated intangible assets includes a significant level of judgment; for example, the assessment of thefeasibility of a development project, the expected market prospects, and the determination of useful lives.
The capitalized development costs essentially cover the costs that were allocated to the staff involved in R&D,
raw materials and supplies, external services, and directly attributable overheads. Internally generated
intangible assets are amortized on a straight-line basis over their useful lives, which generally do not exceed
six years. In 2023, the development costs of €75.4 million were recognized as assets (€63.1 million in 2022).
If an internally generated intangible asset cannot be recognized, the development costs are expensed in the
period in which they are incurred. Costs for research activities are reported as expenses in the period in which
they are incurred.
The Stedim brand name acquired in 2007 and integrated into the parent company’s name (Sartorius Stedim
Biotech S.A.) is considered to have an indefinite useful life and is therefore not amortized. There is noforeseeable limit to the period over which the brand name is expected to generate net cash inflows for theGroup. The brand name is tested annually for impairment at the level of the “biopharma segment” cashgenerating unit (CGU).

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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

Amortization of intangible assets is allocated to the corresponding functions in the statement of profit or loss.
For capitalized development costs, amortization is reported under “cost of sales.”Impairments amounting to €2.6 million were recognized in 2023 in relation to capitalized development costs(2022: €3.9 million).

17. Property, Plant and Equipment€ in millions
Gross book values at Jan. 1, 2022
Currency translation

Land, buildings
andimprovements

Factory andPayments on
Technical office equipment
account andmachinery andand other construction inequipment
equipment
progress

Total

426.175

312.622157.136

288.170

1,184.103

2.059

1.072

– 0.664

2.973

5.440

Business combinations

5.872

16.870

0.973

3.684

27.399Acquisitions

27.60137.69529.856284.008379.160

Disposals– 1.677– 8.596– 13.447– 0.039– 23.758

Transfers

49.05536.374

11.428– 94.842

2.014

Gross book values at Dec. 31, 2022

509.085

396.037185.283483.954

1,574.358

Depreciation at Jan. 1, 2022

– 101.106– 143.507– 84.764

0.001– 329.375

0.202– 0.198

0.338

0.000

0.343

– 23.246– 34.444– 18.699

0.000– 76.389

Currency translation
Depreciation
Disposals

1.178

7.897

12.436– 0.001

21.510Transfers– 1.7440.346– 0.2530.000– 1.651

Depreciation at Dec. 31, 2022

– 124.716– 169.905– 90.941

0.000– 385.562

Net book values at Dec. 31, 2022

384.369226.131

94.342483.954

1,188.796

Net book values at Dec. 31, 2022 of rightof-use assets

96.978

1.833

4.408

0.000

103.219

Total property, plant and equipment at
Dec. 31, 2022

481.347227.964

98.750483.954

1,292.015

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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

Land, buildings
andimprovements
Gross book values at Jan. 1, 2023

Factory andPayments on
Technical office equipment
account andmachinery andand other construction inequipment
equipment
progress

Total

509.1

396.0

185.3

484.0

1,574.4

Currency translation

– 7.1

– 5.1

– 2.6

– 4.9

– 19.7

Business combinations

9.1

6.2

1.3

9.6

26.2

Acquisitions

32.9

26.0

39.5

322.6

421.0

Disposals

– 0.3

– 4.4

– 3.1

– 0.2

– 8.0

Transfers

164.2

41.6

7.7

– 213.6

0.0

Gross book values at Dec. 31, 2023

708.0

460.4

228.1

597.5

1,993.9

Depreciation at Jan. 1, 2023

– 124.7– 169.9– 90.90.0– 385.6

1.1

1.8

1.4

0.0

4.3

– 27.6– 42.6– 22.3– 0.1– 92.6

0.1

3.1

2.8

0.0

6.0

Currency translation
Depreciation
Disposals
Transfers

0.0

0.0

0.0

0.0

0.0

Depreciation at Dec. 31, 2023

– 151.2– 207.6– 109.2– 0.1– 468.0

Net book values at Dec. 31, 2023

556.8

252.8

118.9

597.4

1,525.9

Net book values at Dec. 31, 2023 of rightof-use assets

98.0

2.2

7.2

0.0

107.3

Total property, plant and equipment at
Dec. 31, 2023

654.8

255.0

126.1

597.4

1,633.3

The “Property, plant and equipment” item in the statement of financial position includes right-of-use assets
according to IFRS 16 (see Note 18). Property, plant and equipment are recorded at cost and depreciated overthe estimated useful life using the straight-line method. Property, plant and equipment are subject toimpairment tests whenever there are indicators of impairment.
Depreciation of non-current assets is based on the following periods of useful life:
Buildings

15 to 50 years

Machinery

5 to 15 years

Factory and office equipment

3 to 13 years

Depreciation is presented in the statement of profit or loss according to how the assets are used, in the cost of
sales, selling and distribution costs, research and development costs, general administrative expenses, andother operating expenses.
Borrowing costs are expensed as incurred unless they are directly attributable to the acquisition, construction,or production of a qualifying asset and are therefore part of the cost of that asset.
Grants related to assets are deducted from the cost of the related asset.
As in fiscal 2022, no significant impairment losses were recognized on property, plant and equipment in 2023.

18. Leases
Lease accounting follows IFRS 16, Leases. For the financing structure of the Group, leases are not of highrelevance. The main considerations in relation to leases are therefore generally of a practical nature, forexample, regarding the management of IT hardware or fleet management. Accordingly, leases of IT hardwareand cars represent the majority of the Group’s lease contracts. The lease term of such leases is generally fixed
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and extends typically over three to five years. However, those leases of the Group in which the lessor is a related
party that is an entity controlled by the ultimate parent, Sartorius AG, are generally of a short-term nature,providing both contract parties with operational flexibility. Furthermore, at some sites, the Group has longterm leases of buildings. The lease contracts may contain extension options, which are included in the leaseterm according to IFRS 16 when the Group is reasonably certain that the option will be exercised. The Group
does not act as a lessor to a material extent.
Under IFRS 16, leases are generally recognized on the lessee’s statement of financial position. A lessee
recognizes a right-of-use asset representing its right to use a lease asset, as well as a lease liability, which
represents its obligation to make lease payments. The Group makes use of the exemptions for short-termleases and leases of low-value assets and recognizes the corresponding lease payments as an expense
generally on a straight-line basis over the specific lease term. Accordingly, no right-of-use assets and no leaseliabilities are recognized for these leases. Furthermore, no right-of-use assets and no liabilities are recognized
for leases between Group entities. The Group does not apply the Standard to leases of intangible assets.
In the statement of financial position, the Group presents the right-of-use assets according to the nature of
the underlying lease assets within “Property, plant and equipment.” The right-of-use assets are recognized atcost less accumulated depreciation and any impairment losses. The cost of the right-of-use assets comprises
the present value of the future lease payments, any payments paid upon or before commencement of thelease, any initial direct costs, and costs for dismantling or removing the lease asset. The right-of-use assets are
typically depreciated over the lease term. If the transfer of legal ownership of the lease asset is planned at theend of the lease term, the right-of-use asset is depreciated over the economic useful life of the lease asset. In
the statement of profit or loss, depreciation is recognized within functional costs.
The lease liabilities are presented separately on the face of the statement of financial position. Lease liabilities
are initially recognized at an amount equal to the present value of the future lease payments. The lease
payments generally do not include any payments in relation to non-lease components. In general, theincremental borrowing rate of the Group is used for discounting. Subsequently, the carrying amount of thelease liabilities is increased by interest expenses and reduced by lease payments. Interest expenses arereported in the financial result and, to the extent they are paid, in the financing section of the cash flow
statement.
As of December 31, 2023, lease liabilities stood at €114.4 million (2022: €110.6 million). Future cash outflows
from leases not yet commenced to which the Group is committed are expected to amount to €28.7 million asof the reporting date (2022: not material). The maturities of the future lease payments are presented in
Note 40. The table below shows the composition of the right-of-use assets included in “Property, plant andequipment” as of the reporting date and as of the preceding reporting date and the main changes during theperiod.

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Sartorius Stedim Biotech€ in millions

Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

Land, buildings
and improvements

Technical Factory and officemachinery andequipment andequipment other equipment

Total

Gross book values at Jan. 1, 2022

97.8

4.2

10.3

112.2

Currency translation

– 0.2

0.0

0.0

– 0.3

Business combinations

3.6

0.0

0.0

3.6

46.0

0.8

2.9

49.6

Disposals

– 4.1

0.0

– 0.5

– 4.6

Transfers

– 2.4

0.4

0.0

– 2.0

Gross book values at Dec. 31, 2022

140.8

5.3

12.6

158.6

Depreciation at Jan. 1, 2022

– 30.3

– 2.4

– 5.9

– 38.5

0.1

0.0

0.0

0.2
– 19.8Additions

Currency translation
Depreciation– 16.2

– 1.0

– 2.7

Disposals

0.8

0.0

0.3

1.2

Transfers

1.7

– 0.1

0.0

1.6

Depreciation at Dec. 31, 2022

– 43.8

– 3.4

– 8.2

– 55.4

Net book values at Dec. 31, 2022

97.0

1.8

4.4

103.2

€ in millions

Land, buildings
and improvements

Technical Factory and officemachinery andequipment andequipment other equipment

Total

Gross book values at Jan. 1, 2023

140.8

5.3

12.6

158.6

Currency translation

– 2.5

0.0

0.0

– 2.5

Business combinations

8.1

0.7

0.6

9.4

Additions

18.6

0.4

5.5

24.5

Disposals

– 7.0

– 0.7

– 0.6

– 8.3

Transfers

0.0

0.0

– 0.1

– 0.1

Gross book values at Dec. 31, 2023

158.0

5.7

18.0

181.7

Depreciation at Jan. 1, 2023

– 43.8

– 3.4

– 8.2

– 55.4

0.9

0.0

0.1

1.0

– 20.8

– 0.9

– 3.2

– 24.9
4.9

Currency translation
Depreciation
Disposals

3.6

0.8

0.5

Transfers

0.0

0.0

0.1

0.1

Depreciation at Dec. 31, 2023

– 60.0– 3.5– 10.8– 74.3

Net book values at Dec. 31, 2023

98.0

2.2

7.2

107.3

The table below shows the interest expenses presented in the financial result, the total cash outflows forexisting leases, and the expenses recognized for short-term leases and leases of low value assets in thereporting period and the comparative period. No material expenses were recognized for variable lease
payments in the reporting period.
€ in millions

2023
12 months2022
12 months

Interest expenses for leases

4.5

3.1

Expenses for leases of low value assets

1.4

2.3

Expenses for short-term leases

3.4

3.3

Repayment of lease liabilities

24.9

18.1

Total cash outflow for leases

34.2

26.8

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19. Deferred Taxes
Deferred tax assets€ in millions

Deferred tax liabilitiesof whichrecognized in
profit or loss

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2023

Dec. 31, 2022

Intangible assets

1.6

1.6

377.2

168.2

11.8

Tangible assets

0.9

0.8

28.2

15.6

– 9.7

Inventory

0.0

0.0

– 3.8

41.2

45.4

Receivables and other current
assets

0.1

0.5

3.1

3.7

0.0

Provisions

8.4

7.2

0.0

0.0

1.5

Liabilities

11.5

15.9

0.0

0.0

– 4.7

Tax losses | Tax credits

8.0

3.5

0.0

0.0

2.8

Undistributed earnings ofsubsidiaries

0.0

0.0

3.0

4.2

1.2
– 0.8

Gross amount

71.7

74.9

411.6

191.6

Offset– 11.7– 13.3– 11.7– 13.30.0

Net amount

60.0

61.6

399.8

178.3

– 0.8

Deferred tax assets or liabilities are determined based on temporary differences between the carrying
amounts and the tax base of assets and liabilities (except in special cases provided for by IAS 12), including loss
carryforwards and tax credits. Measurement is based on the tax rates expected to be effective in the period inwhich an asset is realized, a liability is settled, or tax losses are utilized. For this purpose, tax rates and tax rules areused that have been enacted or substantively enacted at the reporting date.
The change in deferred tax assets and liabilities is reflected in the item “Income taxes” in the statement of profit
or loss, except for those elements that are recognized in other comprehensive income and for effects frombusiness combinations.
Deferred tax assets are required to be recognized for all deductible temporary differences and unused tax
losses to the extent that it is probable that future taxable profit will be available against which the deductible
temporary differences and unused tax losses can be utilized. As future developments are uncertain and partly
beyond management’s control, assumptions are necessary to estimate future taxable profits as well as theperiod in which deferred tax assets will be recovered. Estimates are revised in the period in which there issufficient evidence to revise the assumption. If there is no evidence that all or a portion of a deductible
temporary difference or a tax loss can be realized, the corresponding amount is not recognized as an asset.
The Group operates in many tax jurisdictions. Therefore, the tax positions presented in the financial statements must be
determined taking into account the respective local tax laws and the relevant views of tax administrations. Due to theircomplexity, these items may be subject to a different interpretation by taxpayers, on the one hand, and local tax
authorities, on the other. The amount of uncertain tax positions is based on the best possible estimate of the expected tax
payment.
In 2021, more than 130 countries agreed on the introduction of a minimum taxation (so-called Pillar Two) for multinationalgroups with global sales revenues exceeding €750million. For the impact on the Group see Note 2.

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Deferred Tax Assets
On the reporting date, the Group had unused tax losses carried forward of €34.9 million to be deducted fromfuture taxable profits (€10.3 million in 2022). A deferred tax asset was reported on losses amounting to€20.3 million (€4.3 million in 2022). Deferred tax assets of €8.4 million (€0.8 million) are related to companies
that reported losses in the year under review or in the previous reporting period.
Deferred Tax Liabilities
The deferred tax liabilities in connection with intangible assets refer to assets acquired in businesscombinations and, consequently, are mainly related to technologies and customer relationships.
The Group did not record deferred tax liabilities on approximately €54 million (€54 million) in cumulative
undistributed earnings of subsidiaries because these earnings are intended to be reinvested.
The income taxes recognized in other comprehensive income are disclosed in the table below:€ in millions

2023

2022

Cash flow hedges

– 1.6

2.9

Remeasurements of the net defined benefit obligations

– 0.2

– 3.6

Net investment in a foreign operation

0.0

– 5.0

Currency translation

– 1.0

1.4

Total

– 2.8

– 4.3

Deferred tax
assetsDeferred tax
liabilities

Balance at Jan. 1, 2022

46.5

125.8

Change in the scope of consolidation

4.5

51.4

Recognized in profit or loss

10.7

– 3.1

Recognized in other comprehensive income

– 0.1

4.2

Balance at Dec. 31, 2022

61.6

178.3

Deferred tax
assetsDeferred tax
liabilities

The change in deferred tax assets and liabilities can be reconciled as follows:€ in millions€ in millions
Balance at January 1, 2023

61.6

178.3

Change in the scope of consolidation

3.9

223.5

Recognized in profit or loss

– 5.0

– 4.2

Recognized in other comprehensive income

– 0.7

2.2

Balance at December 31, 2023

60.0

399.8

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20. Inventories€ in millions
Raw materials and supplies

Dec. 31, 2023

Dec. 31, 2022

319.2

394.6

Work in progress

216.4

213.7

Finished goods and merchandise

337.6

400.2

9.2

16.3

882.4

1,024.8

Payments on accountTotal€ in millions

Dec. 31, 2023

Dec. 31, 2022

Gross amount of inventories

995.2

1,104.6

Write-downs– 112.8– 79.8

Net amount of inventories

882.4

1,024.8

Raw materials and supplies, including merchandise, are reported under “Inventories” at average cost. In
principle, finished goods and work in progress are reported at the cost of conversion. This cost includes direct
costs that can be allocated to these materials and the appropriate portion of production and materials
handling overheads, general administrative expenses, and non-current assets at normal depreciation and/or
amortization rates, based on the normal production capacity, provided that these expenses are caused byproduction.
Inventories must be measured at the lower of cost and the net realizable value. The net realizable value is theestimated selling price in the ordinary course of business less the estimated costs of completion and theestimated costs necessary for marketing, sales, and distribution. Where inventory risks exist, such as the risk of
reduced shelf life as a result of storage periods or limited usability, inventories are marked down accordingly.

21. Issued Capital
Sartorius Stedim Biotech S.A.’s share capital consists of 92,180,190 shares with a par value of €0.20 per share.
As of December 31, 2022, and December 31, 2023, there were no dilutive instruments. Shares registered in thename of the same owner for at least four years benefit from a double voting right.
Dec. 31, 2023

Dec. 31, 2022

Number of shares at the beginning of the period

92,180,190

92,180,190

Number of shares at the end of the period

92,180,190

92,180,190

Nominal value per share (in €)

0.20

0.20

Issued capital amount (€ in millions)

18.4

18.4

Dividends
The Board of Directors will submit a proposal to the Annual General Shareholders’ Meeting for payment of adividend for the year ended December 31, 2023, as follows: payment of a net dividend of €0.69 per share(2022: €1.44), i.e., a total distribution of €67.1 million excluding treasury shares (2022: €132.7 million).

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22. Non-Controlling Interest
The non-controlling interests of €35.3 million (2022: 64.9 million) recognized in the statement of financial
position on the reporting date are related to the subsidiaries Sartorius Korea Biotech and Sartorius CellGenix.
In 2023, the Group’s share in Sartorius CellGenix GmbH, Fribourg i.B., Germany, was increased by 25% from
51% to 76%. In exchange for the acquisition of the 25% of the entity, the owners of the non-controlling interest
were paid an amount of approximately €66.7 million in cash. The financial liability for the put option of theholders of the non-controlling interest amounting to €66.1 million (December 31, 2022) was reclassified toequity. The impact on the non-controlling interest and the equity attributable to the owners of the parent ispresented in the statement of changes in equity. The remaining 24% of the shares in Sartorius CellGenix
GmbH are subject to call and put options (see Note 35).
In 2023, the Group also acquired an additional 10% of the share capital in Sartorius Korea Biotech LLC, Seoul,
South Korea, for a purchase price of approximately €20.8 million. The Group now owns 79% of the share capitaland voting rights of the entity. The remaining 21% are subject to an exercisable call option. The purchase pricefor this non-controlling interest is variable and depends on the future performance of this entity.
€ in millions

Dec. 31, 2023

Dec. 31, 2022

144.2

169.3

Sartorius Korea Biotech Co. Ltd.
Sales revenue
Net result

8.7

8.0

Total assets

74.0

101.3

1.8

2.5

Dec. 31, 2023

Dec. 31, 2022

Sales revenue

32.6

32.0

Net result

2.3

2.8

Total assets

144.4

145.7

0.6

1.3

Attributed profit or loss

€ in millions
Sartorius CellGenix GmbH

Attributed profit or loss

There are no significant restrictions on the Group’s ability to access or use the assets or settle the liabilities of
the above entities.

23. Pension and Employee Benefits Provisions
Defined Contribution Plans
Most of the Sartorius Stedim Biotech Group companies make payments under defined contributions plans,
primarily related to government-run pension plans. In 2023, the total expense recognized for the defined
contribution plans amounted to €48.2 million (2022: €49.4 million).
Defined Benefit Plans
Pension provisions and similar obligations are recognized in the consolidated financial statements of theSartorius Stedim Biotech Group in accordance with actuarial principles. IAS 19, Employee Benefits stipulates
the projected unit credit method as the method of measurement. In addition to known pensions and life
expectancies, this expected cash value method takes into account future salary and pension increases.

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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

The assumed discount rates reflect the interest rates payable on the reporting date for high-quality corporate
bonds with matching maturities and denominated in the relevant currencies (mainly in euros). If suchcorporate bonds are not available with matching long-term maturities or are insufficiently available, theirmatching interest rates are determined by extrapolation.
Due to changing market and economic conditions, the underlying key assumptions may differ from actual
developments and may lead to significant changes in pension and other post-employment benefit obligations. A
sensitivity analysis is provided below.
The remeasurements of defined benefit liabilities (assets) are presented in other comprehensive income
according to IAS 19. The actuarial losses, which were transferred to the pension reserves, essentially resulted
from a change in the discount rate and totaled €0.3 million (€13.9 million in 2022).
An amount of €19.2 million is related in particular to pension provisions for retirement pension plans inGermany. These provisions totaled €20.1 million in 2022 and were primarily related to direct commitments
under defined benefit pension plans. Under these commitments, the employees earn benefits for each yearof service rendered to the company. The benefits earned depend on the salary level and the age of therespective employees. These pension benefits are generally not funded with assets.
Measurement of the post-employment benefit obligations is based on the following actuarial assumptions:
For Germany:in %Dec. 31, 2023

Dec. 31, 2022

Discount rate

3.10

3.16

Future salary increases

3.00

3.00

Future pension increases

2.10

2.10

With regard to the assumptions for mortality and disability, the tables “Richttafeln (RT) 2018 G” by Klaus
Heubeck were applied.
For France:in %Dec. 31, 2023

Dec. 31, 2022

Discount rate

3.70

3.60

Future salary increases

2.25

2.25

The amounts reported in the statement of profit or loss and other comprehensive income consist of thefollowing:€ in millions

2023

2022

Current service cost

– 1.9

– 3.1

Past service cost

0.8

0.9

Net interest expenses

– 0.9

– 0.3

Components of defined benefit costs recognized in profit or loss

– 2.0

– 2.6

Return on plan assets (excl. interest)

0.1

0.2

Remeasurements

0.3

13.7

Components of defined benefit costs recognized in other comprehensive income

0.3

13.9

Total

– 1.6

11.3

In the statement of profit or loss, the current service cost is disclosed according to the assignment of
employees to the respective functions.

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The amount included in the consolidated statement of financial position arising from the Group’s obligation
with respect to defined benefit plans is as follows:€ in millions

Dec. 31, 2023

Dec. 31, 2022

Present value of the obligations

53.3

52.5

Fair value of plan assets– 23.0– 20.8Net liability

30.3

31.7

€ in millions

2023

2022

Present value of the obligations as of Jan. 1

52.5

64.9

1.9

3.1

– 0.8

– 0.9

1.6

0.6

Remeasurements– 0.4– 13.8Foreign currency translation differences

0.7

0.9

Retirement benefits paid in the reporting year

– 3.4

– 7.0

Employee contributions

0.7

0.8

Contributions by plan participants

0.3

3.1

Change in the scope of consolidation

0.2

0.0

The present value of the defined benefit obligation developed as follows:

Current service cost
Past service cost
Interest cost

Other changes

0.1

0.7

Present value of the obligations as of Dec. 31

53.3

52.5

The remeasurements of the defined benefit liabilities (assets) can be allocated as follows:€ in millions

2023

Experience adjustments

– 0.5

2.8

Changes in demographic assumptions

0.0

– 0.6

Changes in financial assumptions

0.1– 15.9– 0.4– 13.8€ in millions

2023

2022

Plan assets as of Jan. 1

20.8

21.2

Interest income

0.7

0.3

Return on plan assets (excl. interest)

0.1

0.2

Total

2022

Plan Assets

Remeasurements

– 0.1

– 0.1

Group contribution & payments

– 2.7

– 6.9

Foreign currency translation differences

0.6

0.7

Employee contributions

0.7

0.8

Employer contributions

2.5

3.2

Contributions by plan participants

0.3

3.2

Other changes

0.2

– 1.7

Plan assets as of Dec. 31

23.0

20.8

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Composition of Plan Assets
The plan assets primarily refer to insurance contracts in Switzerland; no major equity or debt investments areincluded. Sartorius Korea Biotech deposited €6.8 million (€5.3 million in 2022) as cash and cash equivalents inlocal banks.
Sensitivity Analysis
An increase/decrease of the actuarial assumptions would have the following impacts on the defined benefit
obligations (a positive sign [+] means an increase in the obligation):2022:€ in millions
Demographic assumptions
Life expectancy
Effect+1 year– 1 year

2.1

– 2.0

+100 bps– 100 bps

– 5.0

6.2

+50 bps– 50 bps

Financial assumptions
Discount rate
EffectFuture salary increases
EffectFuture pension increases
Effect2.2– 2.0+25 bps– 25 bps

2.0

– 1.9

+1 year– 1 year

2.1

– 2.8

+100 bps– 100 bps

– 5.0

6.3

+50 bps– 50 bps

2.4

– 2.3

+25 bps– 25 bps

2.0

– 1.9

2023:
€ in millions
Demographic assumptions
Life expectancy
EffectFinancial assumptions
Discount rate
EffectFuture salary increases
EffectFuture pension increases
EffectThe sensitivity analysis presented above may not be representative of the actual change in the defined benefit
obligation as it is unlikely that changes in assumptions occur in isolation of one another. Furthermore, thepresent value of the defined benefit obligation was calculated using the same method that was applied in
calculating the defined benefit obligation liability recognized in the statement of financial position (projected
unit credit method).

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Maturity Analysis
The undiscounted cash flows from defined benefit obligations can be allocated to maturities as follows:€ in millions

Dec. 31, 2023

Dec. 31, 2022

< 1 year

2.8

2.7

1 – 5 years

14.5

12.3

6 - 10 years

21.5

20.8

>10 years

113.7

115.8

Total

152.5

151.6

The weighted average duration of the defined benefit obligations is 13.9 years (2022: 14.6 years).

24. Other Provisions
A provision is recognized when a present legal or constructive obligation to third parties arising from past
events has been incurred, an outflow of resources is probable, and the amount of the obligation can bereasonably estimated. The amount recognized as a provision represents the best estimate of the obligation asof the reporting date.
To determine the amount of obligations, certain estimates and assumptions need to be applied, including thedetermination of the probability and of the amount of future outflows of resources. Typically, significant
estimates are involved in the determination of provisions related to onerous contracts, warranty costs, asset
retirement obligations, and legal proceedings.
Other Non-Current Provisions€ in millions

Payments to employees on early
retirement plan

Other

Total

Balance at Jan. 1, 2022

3.1

4.7

7.7

Change in the scope of consolidation

0.0

3.2

3.2

Currency translation

0.0

– 0.1

– 0.1

Consumption

– 1.3

– 0.2

– 1.5

Reversals

0.0

0.0

0.0

Additions

2.1

1.2

3.3

Reclassification

0.0

– 0.3

– 0.3

Balance at Dec. 31, 2022

3.9

8.5

12.3

Payments to employees on early
retirement plan

Other

Total

€ in millions
Balance at Jan. 1, 2023

3.9

8.5

12.3

Change in the scope of consolidation

0.0

0.0

0.0

Currency translation

0.0

0.0

0.0

Consumption

– 1.6

– 0.2

– 1.8

Reversals

0.0

– 0.1

– 0.1

Additions

2.0

1.1

3.1

Reclassification

0.0

0.2

0.2

Balance at Dec. 31, 2023

4.3

9.5

13.8

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The non-current provisions mainly comprise provisions for partial retirement and employee anniversary
bonuses (included in the item “Other”). These obligations arise predominantly at German Group companies.
The partial retirement plans allow employees to work part-time for three to five years before their actual
retirement.
Under IAS 19, these obligations are treated as severance payments to be earned in future periods and are
therefore recognized in profit or loss over the respective period of service. Actuarial gains and losses, as wellas past service costs, on these obligations are recognized as income or expense.
Non-current provisions are reported at their present value on the reporting date. For 2023, the discount rate
for employees on the early retirement plan is 3.8% (2022: 2.9%).
Since 2022, the long-term obligations in connection with the so-called Long-Term Incentive Program (“LTI
Program”, see Note 43) are also reported under “Other non-current provisions”.
Current Provisions
During fiscal 2022 and 2023, current provisions changed as follows:€ in millions
Balance at Jan. 1, 2022

Warranties

Other

Total

14.2

16.8

30.9

Change in the scope of consolidation

0.0

0.1

0.1

Currency translation

– 0.1

0.0

– 0.1

Consumption

– 0.3

– 1.2

– 1.6

Release

– 7.9

– 4.0

– 11.9Additions

5.9

2.6

8.4

Other changes

2.1

– 2.3

– 0.2

Balance at Dec. 31, 2022

13.8

12.0

25.7

Warranties

Other

Total

Balance at Jan. 1, 2023

13.8

12.0

25.7

Change in the scope of consolidation

0.0

0.1

0.1

Currency translation

– 0.1

– 0.1

– 0.2

Consumption

– 1.3

– 4.6

– 5.9

Release

– 6.7

– 5.3

– 12.0Additions

3.1

3.4

6.5

Other changes

0.0

– 0.2

– 0.2

Balance at Dec. 31, 2023

8.7

5.4

14.1

€ in millions

Warranty provisions include expenses for replacement deliveries and repairs. Provisions for specific risks arerecognized when occurrence is more likely than not. General warranty risks are considered on the basis of pastexperience. The other provisions contain onerous contracts, uncertain liabilities to employees, and provisions
for interest in connection with tax risks.

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25. Employee Benefits
The liabilities for employee benefits reflect the following accruals:€ in millions

Dec. 31, 2023

Dec. 31, 2022

Bonuses and incentives

30.7

41.4

Vacation and overtime

18.2

17.5

Other

13.4

15.2

Employee benefits

62.3

74.1

26. Other Financial Obligations | Contingent Assets and Liabilities
As was the case in previous years, there are no significant contingent liabilities or contingent assets to bereported.

27. Financial Instruments: Material Accounting Policies
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity. The following Notes give an overview of the impact of financial
instruments on the financial statements of the Sartorius Stedim Biotech Group and provide additional
information on items in the statement of financial position that contain financial instruments.
Financial assets of the Group mainly include cash and cash equivalents, trade and loan receivables, andderivative financial instruments with a positive fair value.
Financial liabilities of the Group mostly comprise loans borrowed from Sartorius AG and Sartorius Finance B.V.,
trade payables, lease liabilities, contingent consideration according to IFRS 3, and derivative financial
instruments with a negative fair value. Financial liabilities other than derivative financial instruments and thosearising from contingent consideration agreements are measured at amortized cost.
Accounting for financial instruments follows IFRS 9, Financial Instruments. Under IFRS 9, the classification andmeasurement approach for financial assets reflects both the entity’s business model (held-to-collect, held-tocollect-and-sell, other) within the scope of which assets are held and the contractual cash flow characteristics(“SPPI” criterion: solely payments of principal and interest). There were no reclassifications of financial
instruments during the reporting period.
With regard to the impairment of financial assets, IFRS 9 includes a so-called expected-loss model. Financial
assets are generally regarded as credit-impaired when there are objective indications that cast doubt on thefull collection of the cash flows of the respective financial assets. With regard to the financial assets of theGroup, the simplified approach which is applied to trade receivables is of particular relevance.
Besides trade receivables, cash and cash equivalents are the most material financial assets on the Group’s
statement of financial position as of the reporting date, December 31, 2023. No impairment is recognized forthese financial assets due to materiality considerations.

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As on the last reporting date, no impairment was recognized as of December 31, 2023, for the remaining
financial assets measured at amortized cost in terms of the 12 -month expected credit losses, given the Group’s
immaterial historical losses.
Derivatives are measured at fair value determined according to the mark-to-market method in which
recognized mathematical methods are used. The fair values are based on the market data available at the timethe value of these derivatives is calculated and reflect the estimates of the market conditions at the end of theyear. Those instruments that are not designated as hedging instruments and to which no hedge accounting isapplied are classified as held for trading. Changes in the fair values of derivative financial instruments are either
recognized in profit or loss or, in the case of hedging relationships, in other comprehensive income.
The Group applies the hedge accounting rules of IFRS 9. Sartorius Stedim Biotech uses forward transactions
to hedge cash flow risks that result from changes in foreign exchange rates in relation to sales of products andthe production activities, and it designates only the spot element of the hedging instrument.

28. Cash and Cash Equivalents
The Group considers all highly liquid investments with less than three months’ maturity from the date ofacquisition to be cash equivalents. This mainly includes deposits in banks. Cash and cash equivalents aremeasured at cost. For purposes of the consolidated cash flow statement, cash and cash equivalents aredefined as above. As of December 31, 2023, cash and cash equivalents amounted to €116.6 million (2022:€107.1 million).

29. Current Trade Receivables | Other Receivables€ in millions
Trade receivables from third parties

Dec. 31, 2023

Dec. 31, 2022

253.9

364.3

Contract assets (IFRS 15)

16.3

13.6

Receivables from subsidiaries of the Sartorius AG Group

23.6

26.7

Trade receivables

293.7

404.6

The book values of trade receivables and other receivables are representative of their fair value considering
the maturity date and the credit risks. The contract assets are recognized in connection with customer-specificconstruction contracts that meet the requirements for revenue recognition over time according to IFRS 15(see Note 9). The amount of trade receivables disclosed as of December 31, 2023, was reduced by€196.5 million (2022: €211.5 million) as result of a sale of trade receivables because substantially all risks andrewards in relation to the financial assets sold were transferred to the buyer and the respective receivables
were fully derecognized. In particular, credit risks as well as any risks arising from foreign exchange rates werecompletely transferred to the buyer under the current factoring program. The program is organized by theTreasury Department of the Sartorius AG Group. All participating Sartorius AG Group companies can sellreceivables with a combined volume of €160 million and US$ 140 million under this program.
The item “Receivables from subsidiaries of the Sartorius AG Group” refers to other companies of the Sartorius
Group (please refer to Note 44). Impairment losses on trade and other receivables are recognized using
separate allowance accounts. For details on the determination of the impairment allowances, see Note 41.

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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

30. Other Financial Assets€ in millions

Dec. 31, 2023

Dec. 31, 2022

Derivative financial instruments

6.1

5.5

Other financial assets

10.4

25.9

Current financial assets

16.5

31.4

The amount shown as derivative financial instruments represents the fair value of foreign currency hedging
instruments, mainly forward contracts (for details refer to Note 38).
Other financial assets are measured at amortized cost using the effective interest method less any impairment
losses. The item “Other financial assets” includes loan receivables from other entities of the Sartorius AG
Group in the amount of €0.9 million (2022: €1.1 million).

31. Loans and Borrowings€ in millions
Liabilities to banks

Balance at
Dec. 31, 2023

of which current
Dec. 31, 2023

Balance at
Dec. 31, 2022

of which current
Dec. 31, 2022

3.0

0.9

6.6

1.4

Loans from Sartorius AG

534.6

4.6

1,018.5

3.0

Loans from Sartorius Finance B.V.

3,018.1

40.4

0.0

0.0

11.8

11.8

0.0

0.0

3,567.4

57.7

1,025.1

4.5

Other loans from Sartorius Group companies
Total loans and borrowings

The Sartorius Stedim Biotech Group has signed loan agreements with its parent company Sartorius AG andSartorius Finance B.V., an entity wholly-owned and controlled by Sartorius AG, mainly to finance acquisitions.
In September 2023, Sartorius Finance B.V. has issued long-term, unsecured bonds with a total volume of€3 billion and fixed annual coupon payments primarily to finance the Polyplus acquisition. The terms arepresented in detail below:€ in millions

Net proceeds to Issuer

Notional amount

CouponMaturity date

646.9

650.0

4.250%

September 14, 2026

Tranche 2: 6 -years

647.0

650.0

4.375%

September 14, 2029

Tranche 3: 9 -years

840.3

850.0

4.500%

September 14, 2032

Tranche 4: 12 -years

842.5

850.0

4.875%

September 14, 2035

Tranche 1: 3 -years

The financing obtained via the bond issuance is entirely passed through via long-term, unsecured loans toSartorius Stedim Biotech Group at identical terms. In addition to the annual interest payment, a Treasury fee
is charged that is based on the actual cost plus an arms’-length margin. Besides this major financing
component, Sartorius AG provided long-term loans amounting to €530 million in total with maturities in 2026
and 2027. This includes loans of €200 million which are provided at variable interest rates. The interest rates
are determined with a credit margin on arms’ length principles and range between 3.5% and 4.5% on thereporting date.
In addition, the financing of the Sartorius Stedim Biotech Group is secured by a credit line from its parent
Sartorius AG (see Note 40).

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The non-current loans and borrowings do not include liabilities to the sellers in connection with acquisitions
which are presented in the item “Other non-current liabilities.”

32. Other Non-current Liabilities€ in millions

Dec. 31, 2023

Dec. 31, 2022

1.7

76.2

Liability for acquisition of non-controlling interests

78.9

102.8

Other liabilities

2.0

2.2

Total

82.7

181.2

Contingent considerations from acquisitions

The contingent consideration agreements result from the acquisitions of BIA Separations and Xell AG. The
liability for the acquisition of non-controlling interests relates to the potential acquisition of the remaining
shares in Sartorius CellGenix (see Note 35 for all liabilities mentioned).

33. Trade Payables€ in millions
Payments received on account of orders

Dec. 31, 2023

Dec. 31, 2022

186.0

234.1

Trade payables to third parties

234.5

232.6

Payables to subsidiaries of the Sartorius AG Group

22.6

17.6

1.4

1.5

444.5

485.6

Dec. 31, 2023

Dec. 31, 2022

1

Payables to participations
Total
1 Contract liabilities according to IFRS 15.

34. Other Current Financial Liabilities€ in millions
Derivative financial instruments

2.1

8.0

Other liabilities

42.7

111.6

Total

44.8

119.7

Derivative financial instruments refer to the fair values of foreign currency hedging transactions such as
forward contracts (mainly related to the US$, see Note 38).
“Other liabilities” as of December 31, 2022, included the current portion of the liability for the acquisition of theremaining shares in Sartorius CellGenix (€66.1 million; see Notes 22 and 35).

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35. Carrying Amounts and Fair Values of Financial Instruments
According to Categories
The following table shows the carrying amounts and fair values of financial assets and liabilities by category offinancial instrument according to IFRS 9 as of December 31, 2023, and as of December 31, 2022:

Category acc. to
IFRS 9Carrying
amountDec. 31,2023

Fair value
Dec. 31,2023

Carrying
amountDec. 31,2022

Fair value
Dec. 31,
2022

n/a

27.5

27.5

18.8

18.8

Equity instruments at fairvalue through profit or loss

0.0

0.0

0.0

0.0

Debt instruments at fairvalue through profit or loss

3.5

3.5

1.1

1.1

€ in millions
Investments in non-consolidated subsidiaries andassociates
Financial assets
Financial assets
Financial assets

Measured at amortized cost

Financial assets (non-current)
Contract assets (IFRS 15)

9.7

9.7

5.0

5.0

40.8

40.8

24.9

24.9

n/a

16.3

16.3

13.6

13.6

Trade receivables

Measured at fair value
through othercomprehensive income

46.9

46.9

166.3

166.3

Trade receivables

Measured at amortized cost

230.6

230.6

224.7

224.7

293.7

293.7

404.6

404.6

10.4

10.4

25.9

25.9

Trade receivables
Receivables and other assets

Measured at amortized cost

Derivative financial instruments designated as
hedging instruments 1

n/a

Other financial assets (current)
Cash and cash equivalents

6.1

6.1

5.5

5.5

16.5

16.5

31.4

31.4

Measured at amortized cost

116.6

116.6

107.1

107.1

Loans and borrowings

Financial liabilities at cost

3,567.4

3,719.9

1,025.1

1,004.9

Trade payables

Financial liabilities at cost

258.5

258.5

251.6

251.6

Trade payables | payments received for orders

n/a

186.0

186.0

234.1

234.1

444.5

444.5

485.6

485.6

n/a

2.1

2.1

8.0

8.0

Financial liabilities at fairvalue through profit or loss

1.7

1.7

76.2

76.2

Financial liabilities at cost

123.6

118.0

216.6

205.3

127.5

121.9

300.9

289.5

Trade payables
Derivative financial instruments designated as
hedging instruments 1
Other financial liabilities
Other financial liabilities
Other financial liabilities
1 The amounts include the non-designated part of the contracts.

The fair values of the financial instruments were determined on the basis of the market information available
on the reporting date and are to be allocated to one of the three levels of the fair value hierarchy in accordancewith IFRS 13.
Level 1 financial instruments are measured on the basis of prices quoted on active markets for identical assets
and liabilities. In Level 2, financial instruments are measured on the basis of input factors that can be derived
from observable market data or on the basis of market prices for similar instruments. Level 3 financial
instruments are measured on the basis of input factors that cannot be derived from observable market data.
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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

Among others, the financial instruments recognized at fair value as of December 31, 2023, relate to contingent
considerations in connection with the acquisitions of BIA Separations and Xell, which are classified as financial
liabilities. Since the valuations depend, among other factors, on the predicted sales performance of theacquired businesses, the valuations are regarded as Level 3 inputs. The valuations are performed applying
updated valuation parameters on the reporting date.
In connection with the acquisition of BIA Separations, the Group and the former owners of BIA Separations
agreed on three tranches of earn-out payments based on the sales performance of BIA Separations over thefive fiscal years subsequent to the acquisition. Depending on this sales performance, the sellers are entitled toreceive additional shares in Sartorius Stedim Biotech S.A. The valuation of this liability considers the expected
future sales performance and the assumed number of shares to be transferred, as well as the expected shareprices. As of the reporting date on December 31, 2023, the fair value of the remaining contingent consideration
liability was measured at €1.7 million. The change since December 31, 2022 (value: €72.1 million) mainly reflects
the sales performance and adjusted sales expectations. Furthermore, the share price of Sartorius Stedim
Biotech S.A. and the discount rates applied to calculate the present value of the future obligation were
adjusted to reflect the market rates on the reporting date. The difference between the valuation as ofDecember 31, 2022, and the reporting date amounts to €70.4 million and was recognized in the financial result.
The key input parameters for the valuation of the financial liability are the sales revenue expectations for theremaining two years as well as the share price of Sartorius Stedim Biotech S.A. at the respective valuation date.
The valuation results are less sensitive to realistic changes in other valuation parameters, for example, thediscount rates applied. Assuming 20% higher (lower) sales revenues in each of the remaining relevant years of
the plan period would result in an increase in the liability to be reported at the reporting date by approximately€1.7 million (decrease by approximately €1.1 million). If the share price of Sartorius Stedim Biotech S.A. had
been 20% higher (lower) at the reporting date, the liability would have been €0.3 million higher (€0.3 million
lower). The actual future outcomes may differ from these sensitivities, which are determined by changing only
the respective key input parameter in isolation. The lower end of the bandwidth of possible outcomes of theremaining tranche of this contingent consideration is zero, while the upper limit cannot be quantified due tosettlement in shares.
For the earn-out component agreed on in connection with the acquisition of WaterSep BioSeparations, whichis due in 2024, no material liability is recognized on the reporting date December 31, 2023. The change since
December 31, 2022 (value: €3.0 million) was recognized within the financial result.
In connection with the acquisition of Xell, the sellers were granted two additional earn-out components, which
are due in 2024 and 2026 and depend on sales revenues with Xell products in the years 2022 to 2025. On thereporting date of December 31, 2023, the fair value of the financial liability amounts to €0.1 million. The change
since December 31, 2022 (value: €1.1 million) amounting to €1.0 million was recognized within the financial
result. The lower (upper) end of the bandwidth of possible outcomes of the remaining second component of
this contingent considerations remains zero (€18.3 million).
Besides the liabilities arising from contingent consideration agreements, the financial instruments to berecognized at fair value on the reporting date are mainly derivatives in the form of forward contracts. They were
measured on the basis of their quoted exchange rates and market yield curves (Level 2). Furthermore, thetrade receivables of companies participating in the factoring program, which are part of the portfolio ofreceivables that are “held-to-collect-and-sell”, are measured at fair value. Due to the short maturities and low
credit risks (see Note 41), the valuation follows the same approach as for trade receivables measured atamortized cost.
The fair values to be disclosed for financial liabilities recognized at amortized cost, especially liabilities toSartorius AG, Sartorius Finance B.V., and banks, were measured on the basis of the market interest rate, taking
the current indicative credit spreads into account (Level 2). With regard to the major loans of €3 billion in total
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taken out in 2023, the fair values are determined with reference to the underlying bonds of Sartorius Finance
B.V. for which market values are available (Level 2).
The liability for the acquisition of the remaining non-controlling interests in Sartorius CellGenix GmbH ismeasured using the effective interest rate method, with any changes recognized directly in equity. At thereporting date, this liability was measured at €78.9 million. The liability is variable and depends on the sales with
CellGenix products in the years 2023 to 2025. Assuming 10% higher (lower) sales revenues in each of theremaining relevant years of the plan period would result in an increase in the liability to be reported at thereporting date of approximately €4.2 million (decrease of approximately €3.8 million).
The fair values of the remaining financial assets and liabilities to be disclosed approximate the carrying
amounts due to their predominantly short-term maturity. The maximum credit loss risk is reflected by the
carrying amounts of the financial assets recognized in the statement of financial position.
The Group recognizes transfers between the levels of the fair value hierarchies at the end of the reporting
period during which a change has occurred. In the current reporting period, there were no transfers between
the levels.

36. Net Gains and Losses from Financial Instruments
The net gains and losses of the various categories of financial instruments are presented in the following table:
Categories according to IFRS 9€ in millions

2023
12 months2022
12 months

2.1

10.4

Financial assets and liabilities measured at fair value through profit or loss

74.4

148.6

Financial assets measured at fair value through other comprehensive income– 18.3– 1.8

Financial liabilities measured at amortized cost

– 9.8

– 8.0

Financial assets measured at amortized cost

The net result from financial assets measured at amortized cost as well as from financial assets measured at fairvalue through other comprehensive income mainly includes the effects of currency translation and changes
in allowances.
The net result from financial assets and liabilities measured at fair value through profit or loss predominantly
comprises changes in the fair value of derivative financial instruments that are not designated as hedging
instruments, as well as interest income and interest expenses for these financial instruments and the changesof the financial liabilities arising from contingent consideration agreements (see also Note 35).
The net result from financial assets measured at fair value through other comprehensive income is related tothose receivables that are not solely held to collect contractual cash flows, but that may be sold as part of thefactoring program.
The net result from liabilities measured at amortized cost mainly comprises the effects of foreign currencytranslation.
Total interest income and expenses for financial assets and liabilities that are not measured at fair value
through profit or loss or other comprehensive income were as follows:

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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items€ in millions
Interest income
Interest expenses

2023
12 months2022
12 months

6.8

1.6

– 100.8– 12.037. Capital and Financial Risk Management
Capital Risk Management
In the Sartorius Stedim Biotech Group, capital is managed in order to maximize earnings of those participatingin the company by optimizing the ratio of equity to liabilities. Furthermore, Group management ensures that
all companies operate under the premise of the going-concern principle.
The financial liabilities detailed above are regarded as managed capital as well as cash and cash equivalents
and equity capital.
Goals of Financial Risk Management
The Treasury Department of the Sartorius Stedim Biotech Group is centrally located at Sartorius Corporate
Administration GmbH, a subsidiary of Sartorius AG. This centralized Treasury Department performs services
for all companies of the Sartorius Group, including the Sartorius Stedim Biotech Group, and coordinatesaccess to national and international financial markets. In addition, the Treasury Department monitors andcontrols financial risks by internal risk reporting, which analyzes risks according to their degree and scope.
Essentially, these risks entail currency, interest rate, and liquidity risks as well as credit risks.
The Sartorius Stedim Biotech Group strives to minimize the impact of currency and interest rate risks using
appropriate primary or derivative financial instruments. Hedging transactions and their control are carried out
by different staff members. Derivative financial instruments are traded for hedging purposes only.

38. Management of Exchange Rate Risks and Hedge Accounting
The Group is exposed to currency risks because approximately 40% of sales revenue is generated in US dollars
and, to a lesser extent, in other foreign currencies. At the same time, the Group is able to compensate a majorpart of the revenues denominated in foreign currencies with costs incurred in the same currencies due to its
global production network. The share of revenues generated in foreign currencies that exceeds such costs,
so-called net exposure, is hedged according to a cash flow at risk (CfaR) model within the limits of a risk budget
with derivative financial instruments. The resulting hedge ratios usually range between 0% and 80% for the
relevant currencies. The Group generally follows a rolling hedging strategy of up to 12 months in advance. Also,
the hedging measures are reviewed at regular intervals in order to adapt them to currency fluctuations.
For currency hedging, forward contracts are used. Forward contracts secure the right, and simultaneously
create the obligation, to sell an established foreign currency amount on the exercise date at a specificexchange rate against the euro. The profit or loss resulting from the difference between the current and thepreviously established exchange rate is generally recognized as income or expense in the statement of profit
or loss.
At the reporting date, forward contracts had been carried out in an amount of $329.1 million (2022:$302.3 million) to hedge against the risk of fluctuation in the EUR/USD exchange rate. This amount covers
roughly 50% of the expected net exposure for the US dollar within the period of 12 months. Furthermore, otherforeign currencies were hedged in smaller volumes.
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The following table shows the forward transactions as of the reporting date:
Dec. 31, 2022
Forward contract

Currency Volume in millions
USD

302.3

USD

302.3

Forward contract

JPY

1,890.0JPY

1,890.0

Forward contract

CHF

6.0

CHF

6.0

Forward contract
Forward contract

Dec. 31, 2023
Forward contract
Forward contract
Forward contract
Forward contract

GBP

3.5

GBP

3.5

SEK

87.0

SEK

87.0

Currency Volume in millions
USD

329.1

USD

329.1

JPY

4,850

JPY

4,850

CHF

1.1

CHF

1.1

GBP

65.6

GBP

65.6

Forward contract

SEK

168.0

SEK

168.0

Forward contract

SGD

65.6

SGD

65.6

AUD

8.5

AUD

8.5

Forward contract

Maturity
2023

Fair value € inmillions
– 2.6
– 2.6

2023

0.7

2023

0.0

0.7
0.0
2023

– 0.1
– 0.1

2023

– 0.5
– 0.5

Maturity

Fair value € inmillions

2024

2.4
2.4

2024

1.1
1.1

2024

0.0
0.0

2024

0.5
0.5

2024

0.3

2024

– 0.2

0.3
– 0.2
2024

– 0.1
– 0.1

The Group uses a cash flow at risk (CfaR) model to measure foreign currency risk. The basis for the analysis offoreign currency risks are the expected cash inflows and outflows in foreign currencies (so-called net
exposures). The total foreign currency risk to which all absolute values of the net exposures are aggregated is
as follows at the reporting date for the following 12 months:€ in millions

Dec. 31, 2023

Dec. 31, 2022

Foreign currency exposure

1,166.9

1,008.8

thereof short positions

192.6

187.0

The risk position of the Group is reflected by the CfaR that remains after considering all hedging activities of
the Group. The CfaR approach takes into account the impact of possible currency fluctuations on the cash
flows in foreign currencies (against the euro) on the basis of probability distributions. In this context, thecovariances of the foreign currencies weighted with the net exposures serve as input factors for the estimationof the portfolio volatility, which is decisive for determining the CfaR. Correlations between the currencies are
considered in this method as risk is reduced in the risk aggregation.

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The possible negative impact on EBITDA is determined for each currency based on actual exchange rates andnet exposures with a confidence level of 95% for the next 12 months. The following table presents the possible
negative impact for the Group as determined by the CfaR approach for the following 12 months:€ in millions

Dec. 31, 2023

Dec. 31, 2022

37.2

30.9

Cash flow at risk

Hedge Accounting
Derivative financial instruments are measured at the time of acquisition at cost and at fair value on subsequentbalance sheet dates. The changes in value of the derivative financial instruments are generally recognized in
the statement of profit or loss on the reporting date.
If the derivative financial instruments serve to hedge against cash flow risk arising from exchange rate risks anda qualified hedging relationship exists based on the criteria of IFRS 9, the valuation adjustments of theeffective portion of the instrument are recognized in other comprehensive income (cumulative amount in
2023: €– 11.0 million; 2022: €– 16.3 million). Only the spot element of the forward contracts used to hedge the
cash flow risks is designated as the hedging instrument. The amounts recognized in equity are reclassified to
profit or loss in the period in which the hedged transactions affect profit or loss. The changes of the hedging
reserves are shown in the statement of changes in equity. The non-designated or ineffective portion of thehedging instruments is recognized in the financial result in profit or loss.
The economic relationship between hedging instrument and hedged item and the effectiveness of the hedge
relationship is determined based on consistency of the significant contractual features of the transactions(“critical terms match”). In this regard, the Group performs a qualitative assessment. Hedge ineffectivenessmay possibly arise when the timing of future transactions deviates from the original assumptions or the credit
risk of the counterparties of the hedging instrument changes.
The following table presents the effects of the hedging instruments related to exchange rate risks on thefinancial position and performance of the Group:

Currency

Carrying
Carrying
amountamount(asset) as (liability) asof Dec. 31, of Dec. 31,
2022
2022

Change invalue ofHedge
hedgingratio instruments

Change invalue ofhedgeditem

NominalMaturity:
amount 1 - 6 months

Maturity:
7 - 12months€ inmillions€ inmillionsin millionsofrespective
currency

100%

1.7

1.7

302.3

0.0

100%

0.0

0.0

6.0

6.0

0.0

0.99

0.0

100%

0.7

0.7

1,890.0

1,890.0

0.0

133.03

0.0

– 0.1

100%

– 0.1

– 0.1

0.1

0.1

0.0

0.50

0.0

0.0

100%

– 0.5

– 0.5

87.0

87.0

0.0

10.52

€ in
millions€ inmillions

USD

7.1

– 5.4

CHF

0.0

JPY

0.8

GBP
SEK

in millionsofrespective
currencyin millionsofrespective
currency

187.3

115.0

Average
exercise
price

1.09

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Currency

Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

Carrying
Carrying
amountamountChange in(asset) as of (liability) as
value ofDec. 31, of Dec. 31,
hedging
2023
2023 Hedge ratio instruments€ in millions € in millions
USD

Change invalue ofhedgeditem

Maturity:
7 - 12monthsin millionsofrespective
currencyin millionsofrespective
currencyin millionsofrespective
currency

6.1

329.1

161.6

167.5

€ in millions € in millions
6.1

NominalMaturity:
amount 1 - 6 months

Average
exercise
price

6.5

– 0.4

100%

1.10

SGD

0.3

– 0.2

100%

0.2

0.2

65.6

33.2

32.4

1.46

CHF

0.0

0.0

100%

0.0

0.0

1.1

1.1

0.0

0.94

JPY

0.9

0.0

100%

0.8

0.8

4,850.0

2,480.0

2,370.0

147.50

GBP

0.2

– 0.4

100%

– 0.2

– 0.2

65.6

32.7

32.9

0.88

SEK

0.4

0.0

100%

0.4

0.4

168.0

88.0

80.0

11.42

AUD

0.0

– 0.1

100%

– 0.1

– 0.1

8.5

8.5

0.0

1.66

Hedging instruments that have a positive fair value are shown in the line item “Financial assets (non-current)”or “Other financial assets (current)” in the statement of financial position. Hedging instruments that have anegative fair value are shown in the line item “Other financial liabilities (non-current)” or “Other financial
liabilities (current)” in the statement of financial position.
The amounts that are recognized in the reporting period in connection with the cash flow hedges in othercomprehensive income as well as those amounts that were reclassified from other comprehensive income toprofit or loss (“Other income and other expense”) are presented in the statement of other comprehensive
income and the statement of changes in equity.

39. Interest Risk Management
Sartorius Stedim Biotech is mainly financed through its parent company Sartorius AG and Sartorius Finance
B.V., an entity wholly-owned and controlled by Sartorius AG. The major loans are taken out at fixed interest
rates (see Note 31 for details) which limits the Group’s exposure to interest rate risks. To control the interest
risk, an appropriate ratio between fixed and variable loans is generally maintained. As of December 31, 2023,
loans with an amount of €200 million are provided by Sartorius AG at variable interest rates which are annually
determined. If the market interest rate had been 1.0 percentage point higher (lower) when the rate was fixed,
this would have had an impact on annual profit before taxes of -€2.0 million (+€2.0 million) resulting from thevariable interest loans. As of December 31, 2023, the Group has no open interest rate derivative contracts tohedge the risk of increasing interest rates.
In addition to the loans described above, the financing of the Sartorius Stedim Biotech Group is secured by acredit line at variable interest rates from its parent Sartorius AG. Furthermore, there are bilateral credit lines atvariable interest rates rates. Given the low extent to which the credit lines were used as of the reporting date
December 31, 2023, the risks arising from changes in market interest rates are not material to the Group. See
Note 40 for details about the credit lines.

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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

40. Liquidity Risk Management
The maturity of the financial liabilities excluding derivative financial instruments shows the following pattern:€ in millions
Loans and borrowings

Carrying amount Cash flow Dec. 31,
Dec. 31, 2022
2022

< 1 year1 – 5 years> 5 years

1,025.1

1,090.9

536.1

552.9

1.8

Lease liabilities

110.6

137.1

24.0

58.7

54.4

Trade payables

251.6

251.6

251.6

0.0

0.0

Other liabilities (excluding
derivatives)

292.8

301.4

111.6

189.7

0.0

Financial liabilities

1,680.1

1,780.9

923.3

801.4

56.2

Carrying amount Cash flow Dec. 31,
Dec. 31, 2023
2023

< 1 year1 – 5 years> 5 years€ in millions
Loans and borrowings

3,567.4

4,707.2

174.0

1,710.3

2,822.9

Lease liabilities

114.4

157.6

27.4

65.7

64.5

Trade payables

258.5

258.5

258.5

0.0

0.0

Other liabilities (excluding
derivatives)
Financial liabilities

125.4

126.5

42.7

83.8

0.0

4,065.7

5,249.8

502.6

1,859.9

2,887.4

The cash flows shown in the above tables include the undiscounted expected payments in connection withthe respective financial liabilities, including the associated interest payments based on the interest rates as of
the reporting date.
The loans and borrowings include the loans raised from the parent company Sartorius AG and Sartorius
Finance B.V., respectively. The other liabilities include the liabilities from the contingent considerations
agreements as well as the liabilities in connection with the possible acquisition of the non-controlling interests
in Sartorius CellGenix GmbH (see Note 35).
The following tables illustrate the liquidity analysis for derivative financial instruments based on undiscounted
cash flows:€ in millions

Carrying amount Cash flow Dec. 31,
Dec. 31, 2022
2022

< 1 year1 – 5 years> 5 years

Gross fulfilment
Forward contracts

8.0

Payment obligation
Payment claim
Derivatives

8.0

8.0

8.0

0.0

0.0

205.2

205.2

0.0

0.0

– 197.2– 197.2

0.0

0.0

8.0

8.0

0.0

0.0

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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

Carrying amount Cash flow Dec. 31,
Dec. 31, 2023
2023

< 1 year1 – 5 years> 5 years

2.1

0.0

0.0

0.0

0.0

Gross fulfilment
Forward contracts

2.1

2.1

Payment obligation

235.5

235.5

Payment claim– 233.3– 233.3

2.1

2.1

Derivatives

2.1

The Group controls liquidity risks by maintaining credit lines and additional facilities with banks, bycontinuously tracking the forecasted and actual cash flows, and by managing the maturity profiles of financial
assets and liabilities. It is not expected that cash outflows will occur at significantly different times or insignificantly different amounts.
The credit line provided by Sartorius AG with a total amount of up to €260 million at variable interest rates had
been utilized to the extent of around €5 million as of December 31, 2023 (2022: €3 million). In addition, theGroup had further short-term bilateral credit lines at variable interest rates at the reporting date; theseamounted to €110 million (2022: €77 million) and were not used to a material extent as was the case in the prioryear.
Local cash funds in certain countries (e.g., China and India) are only available to the Group for cross-bordertransactions subject to exchange controls. For the restrictions on funds held by the Group’s Russian entities,
see Note 4.

41. Credit Risk Management
Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its
contractual obligations. Credit risk arises principally from cash and cash equivalents and trade receivables. In
addition to that, the Group is exposed to credit risks arising from derivative financial instruments with positive
fair values and, to a low extent, from contractual cash flows from debt securities.
Credit risk is controlled centrally for the Group by the Treasury Management unit. For counterparties such as
banks and financial institutions, the creditworthiness is continuously monitored to recognize increases incredit risks at an early stage. If no new information is obtained, the Group assumes that the related financial
assets still have a low credit risk.
Customers are assigned risk limits that principally depend on business volume, past experience, and thefinancial position of the customer. Compliance with the limits is regularly reviewed by the management
responsible. In some cases, the Group receives advance payments to avoid credit risks. There are no significant
concentrations of credit risks from individual customers or regions.
For some trade receivables, the Group may have collateral, such as guarantees that can be used within thecontractual agreements in case the counterparty does not meet its contractual payment obligations.
Impairment of Trade Receivables and Contract Assets
The impairment model of IFRS 9, which requires recognition of expected credit losses, is of particular
relevance for the Group’s trade receivables and contract assets according to IFRS 15. The Group applies thesimplified approach according to IFRS 9 to trade receivables and contract assets. Accordingly, lifetime
expected credit losses are recognized for these assets. The starting point of the impairment model is ananalysis of the actual historical credit loss rates. These are adjusted, taking into consideration forward-looking
information and the effects of current changes in the macroeconomic environment, if significant. In view of
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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

the immaterial level of historical credit losses, the Group currently determines the expected credit losses for
the Group’s portfolio of trade receivables as a whole. However, historical loss rates are analyzed regularly inmore detail to apply different loss rates to different portfolios, where appropriate. In 2023, no significant
change regarding the credit risk of the Group’s portfolio of biopharma customers was observed. Due to theGroup’s focus on the biopharma industry that is generally stable, relatively independent from macroeconomic
developments, and expected to grow above average in the long-term, the Group does not currently see amaterial impact of forward-looking information on the expected credit losses.
The contract assets are related to projects for typical customers of the Group. Therefore, it is assumed that theloss rates applied to trade receivables are appropriate approximations for the loss rates of the contract assets.
Accordingly, there is no further differentiation between trade receivables and contract assets.
On this basis, the allowances for trade receivables and contract assets were determined as follows as ofDecember 31, 2023, and as of December 31, 2022:
December 31, 2023
€ in millions

Not due

1 – 30 days
overdue

31 – 60 days
overdue

61 - 90 days
overdue

More than 90days overdue

Total

Gross carrying amount oftrade receivables

227.0

18.2

11.7

2.4

31.7

291.0

Gross carrying amount ofcontract assets

16.3

0.0

0.0

0.0

0.0

16.3

Impairment loss allowance

0.2

0.4

0.1

0.1

12.8

13.5

Not due

1 – 30 days
overdue

31 – 60 days
overdue

61 - 90 days
overdue

More than 90days overdue

Total

Gross carrying amount oftrade receivables

315.7

1.8

15.6

14.3

54.0

401.4

Gross carrying amount ofcontract assets

13.6

0.0

0.0

0.0

0.0

13.6

Impairment loss allowance

0.2

0.0

0.0

0.3

10.0

10.5

December 31, 2022
€ in millions

The expected credit losses are determined based on a loss rate of 0.05%. In addition, impairments are
determined on the basis of individual assessments. Days overdue are one essential criterion in this context.
A default is generally presumed when there is no reasonable expectation of recovering a financial asset. In sucha case, the respective receivables are derecognized.
The movements in the allowance for impairment with respect to trade receivables and contract assets arepresented below:€ in millions

2023

Valuation allowance at the beginning of the year

– 10.52022– 9.9

Increase during the year

– 7.1

– 5.5

Derecognition and consumption

0.2

0.9

Recoveries of amounts previously impaired

3.8

4.1

Foreign currency translation differences

0.2

0.1

Business combinations

– 0.1

0.0

Valuation allowance at the end of the year

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Consolidated Financial Statements and Notes 4.7 Notes to the Individual Balance Sheet Items

Impairment of Other Financial Assets
Besides trade receivables, cash and cash equivalents are the most material financial assets on the Group’s
statement of financial position as of the reporting date, December 31, 2023. The expected credit losses aremonitored at regular intervals. Due to the high creditworthiness of the counterparties and the short maturities,
the impairment that would have to be recognized for these financial assets is immaterial. Therefore, no
impairment is recognized for cash and cash equivalents.
For the other financial assets measured at amortized cost, no impairment is recognized as of December 31,
2023, for the twelve months’ expected credit losses due to immaterial historical credit losses. In the event of asignificant increase in credit risk, which is generally presumed when a payment is more than 30 days past due,
the lifetime expected credit losses are recognized for the respective financial asset. A default is generally
presumed when there is no reasonable expectation of recovering a financial asset. This is generally presumed
when payments are more than 90 days past due. As of the reporting date, there are no indications of increases
in credit risk to a material extent. The carrying amounts of the financial assets reflect the maximum credit loss
for these assets at the end of the reporting period.

42. Other Risks Associated with Financial Instruments
As of the reporting date, the Sartorius Stedim Biotech Group was not exposed to the risk of volatility in shareprices. The only exceptions are related to the contingent consideration in connection with the acquisition of
BIA Separations, which depends on the share price development of Sartorius Stedim Biotech S.A. as avaluation parameter (see Note 35), and the compensation of Board members and members of the higher
management that receive a portion of their (long-term) remuneration for which the share price of Sartorius AG
is one valuation parameter (see Note 43).

43. Share-Based Payments
The Sartorius Stedim Biotech Group participates in a so-called Long-Term Incentive Program (LTI Program),
introduced in fiscal 2022 for the whole Sartorius AG Group. The LTI Program is a long-term remuneration
component for selected employees on the higher management levels of the Group. At the beginning of acalendar year, each participant is granted virtual preference shares of Sartorius AG that will be paid out in cash
after four years. Accordingly, the payment for the tranche of virtual shares granted in 2022 (2023) is planned
for the first quarter 2026 (2027). The number of virtual shares varies with the performance achieved over thefour years preceding the payout period. Goals are defined for the dimensions organic sales growth, underlying
EBITDA margin, and CO2 emission intensity, which are equally weighted. The measurement of the sharebased payment obligations is based on the performance achieved to date, assumptions about future
performance in the remaining years until payment, and the current share price. In fiscal 2023, the personnel
expenses related to the LTI Program, including effects from fair value measurement, amounted to -€0.1 million(2022: €0.3 million). The fair value of the obligation amounting to €0.2 million on the reporting date December
31, 2023, (2022: €0.3 million) is reported under “Other non-current provisions” (see Note 24).

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Consolidated Financial Statements and Notes 4.8 Other Disclosures

4.8 Other Disclosures
The consolidated financial statements were prepared on a going-concern basis.

Material Events after the Reporting Date
On 7 February 2024, Sartorius Stedim Biotech S.A. has successfully placed 5,150,215 shares to institutional
investors in an international private placement by way of an accelerated bookbuilding. The new shares will be
issued in a capital increase without preferential subscription rights of the shareholder at a price of €233.00 per
share resulting in gross proceeds of approximately €1.2 billion.
The Group intends to use the net proceeds of the capital increase to accelerate its debt deleveraging beyond
strong internal cash generation, and to strengthen its overall strategic flexibility. It is expected that at least two
thirds of the net proceeds of the equity offering will be used to partially repay the shareholder loans grantedby the Group’s major shareholder, Sartorius AG, and its subsidiary, Sartorius Finance B.V. Any remaining
portion would be allocated to general corporate purposes.
In accordance with the intention it has indicated, Sartorius AG subscribed for an amount of approximately€400 million, representing approximately one-third of the capital increase and will hold approximately 71.5%of the company’s share capital following completion of the capital increase. Sartorius AG has also concurrently
carried out the placement of approximately €200 million of Sartorius AG treasury preference shares througha private placement.
No other material events occurred after the reporting date.

Number of Employees
The average workforce employed during the reporting year 2023 was 11,057 (11,849 in 2022).

44. Related Parties
GeneralThe majority shareholder of Sartorius Stedim Biotech S.A. is Sartorius AG, which holds a controlling interest in
the company of 73.6% in equity capital – and 84.6% of the voting rights. The Sartorius Group itself is organizedin two divisions: Bioprocess Solutions (mainly run by the Sartorius Stedim Biotech Group) and Lab Products &Services (mainly run by the other companies of Sartorius Group). As a result of this structure, the Sartorius
Group holds two subsidiaries in most of the countries in which it is represented, and these companies partiallyshare space, staff, and other resources. Furthermore, the German Sartorius Group companies carry out various
central functions and accordingly deliver services to the worldwide entities. Sartorius Corporate
Administration GmbH, a 100% subsidiary of Sartorius AG, has incorporated numerous Group functions, suchas Group finance, human resources, information technology services, investor relations, and legal services.
These services are charged within the Group and, to a significant extent, also to Sartorius Stedim Biotech.
The structures described give rise to a number of relations and transactions with related parties. Transactions
between Sartorius Stedim Biotech S.A. and its subsidiaries (presented in Note 7) were eliminated on
consolidation and are not disclosed under this Note. Details of transactions between the Group and otherrelated parties, belonging to the Sartorius Group, are disclosed below.

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Consolidated Financial Statements and Notes 4.8 Other Disclosures

Sales, Purchases and Commissions
In certain business areas, members of the Sartorius Group act as contract manufacturers for the Sartorius
Stedim Biotech Group and vice versa. The respective transactions are carried out on an arm’s-length principle
and are disclosed in the table below as “Sales revenue” and “Purchases.” Furthermore, certain product groupsof the Sartorius Stedim Biotech portfolio are sold through the sales force of other Sartorius entities. For
arranging these sales, the Sartorius Stedim Biotech Group pays commissions which are typically calculated asa percentage of the sales revenue generated.

€ in millions
Related parties of Sartorius Group€ in millions
Related parties of Sartorius Group

Sales revenue
2023

Purchases
2023

Commissions
2023

Receivables
Dec. 31, 2023

PayablesDec. 31, 2023

107.9

25.7

0.5

31.0

3,587.0

Sales revenue
2022

Purchases
2022

Commissions
2022

Receivables
Dec. 31, 2022

PayablesDec. 31, 2022

118.2

25.7

1.2

30.6

1,036.0

Management Fees and Other Shareholder Costs
The Executive Board of Sartorius AG, the German parent company of Sartorius Stedim Biotech, also manages
the Sartorius Stedim Biotech Group to a large extent. “Management Fees” are charged for these services toSartorius Stedim Biotech GmbH. Furthermore, two of Sartorius Stedim Biotech S.A.’s board members are also
members of the Sartorius AG Executive Board. Following the remuneration policy introduced in 2022 (pleaserefer to the remuneration report for more details) the executive board member receives a separate
remuneration from Sartorius Stedim Biotech S.A., which is initially paid out by Sartorius AG and thenreimbursed by Sartorius Stedim Biotech S.A.
The use of the Sartorius brand by Sartorius Stedim Biotech entities is subject to a brand name fee. Other
shareholder functions, such as group financial reporting, compliance, and investor relations, are performed byabove-mentioned Sartorius Corporate Administration GmbH in Germany. These services are charged toSartorius Stedim Biotech S.A.
The table below summarizes the described charges:€ in millions
Management fees to Sartorius Stedim Biotech GmbH

2023

2022

2.2

2.5

Reimbursement of remuneration of Board members

0.8

1.5

Brand name fees

15.0

17.3

Other shareholder functions

1.8

1.6

Shareholder Loan
The Sartorius Stedim Biotech Group’s loans raised from its parent company Sartorius AG and Sartorius
Finance B.V. are described in Note 31. The conditions, including interest rates, are based on arm’s-length
conditions and also described in the Note mentioned. The related interest expenses are descriebd in Note 12.
Administration Charges and Shared Costs
As described above, the companies in most countries share certain functions and costs. The underlying
contracts include mainly agreements to share office space and central administrative functions, such asaccounting and controlling, human resources management, and IT. In this respect, the relevant companies

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Consolidated Financial Statements and Notes 4.8 Other Disclosurescharge rent, salaries, social security costs, and other expenses for such services, as well as a pro-rated profit
margin for the services they provide.
The most significant contract in this context is the one between Sartorius Stedim Biotech GmbH, Germany,and Sartorius Corporate Administration GmbH. This company provides all central service and administrative
functions to Sartorius Stedim Biotech GmbH and other Group companies. The calculation for service fees
typically includes a surcharge compliant with arm´s-length principles for routine tasks in line with OECD and
EU guidelines (cost plus 3%). In 2023, services of approximately €96.2 million were provided to Sartorius
Stedim Biotech GmbH (€91.8 million in 2022). This amount covers the following functions:▪ Corporate communication, e-commerce, business development▪ Environment, health, and security (EHS), factory maintenance▪ Finance, human resources, information technology services, data strategy and management▪ Central services (e.g., fleet and insurance management) and general organization
Compensation of Key Management Personnel
The table below illustrates the remuneration of the Executive Board Management in 2022 and 2023 according
to IFRS.
€ in millions

Total

Short-term Post-employment
benefits
benefits

Other long-term
benefits

Termination
benefits

Share-based
payments

2023 1

1.0

0.7

0.0

0.3

0.0

0.0

2022 1

1.5

1.1

0.0

0.4

0.0

0.0

1 For more information, please refer to the chapter Corporate Governance (See pages 81 to 113).

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Consolidated Financial Statements and Notes 4.9 Statutory Auditors' Report on the Consolidated Financial
Statements

4.9 Statutory Auditors' Report on theConsolidated Financial Statements
For the year ended 31 December 2023
This is a translation into English of the statutory auditors’ report on the financial statements of the Company
issued in French and it is provided solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by French law, such as information about theappointment of the statutory auditors or verification of the management report and other documents
provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional
auditing standards applicable in France.
To the Shareholders of Sartorius Stedim Biotech S.A,

OpinionIn compliance with the engagement entrusted to us by Shareholders’ meetings, we have audited theaccompanying consolidated financial statements of Sartorius Stedim Biotech S.A. for the year ended 31
December 2023.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of
the financial position of the Group as at 31 December 2023 and of the results of its operations for the year thenended in accordance with International Financial Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors' Responsibilities for
the Audit of the Consolidated Financial Statements section of our report.

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Consolidated Financial Statements and Notes 4.9 Statutory Auditors' Report on the Consolidated Financial
Statements

Independence
We conducted our audit engagement in compliance with independence requirements of the French
Commercial Code (code de commerce) and the French Code of Ethics (code de déontologie) for statutory
auditors, for the period from 1 January 2023 to the date of our report, and specifically we did not provide any
prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014.

Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L. 821-53 and R. 823-7 of the French Commercial Code (codede commerce) relating to the justification of our assessments, we inform you of the key audit matters relating
to risks of material misstatement that, in our professional judgment, were of most significance in our audit of
the consolidated financial statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole,approved in the conditions mentioned above, and in forming our opinion thereon, and we do not provide aseparate opinion on specific items of the consolidated financial statements.

Business Combinations – Acquisition of Polyplus
Identified risk
As indicated in note 8 to the consolidated financial statements, the Group has carried out several businesscombinations of which the most significant in respect of the 2023 financial year relates to Polyplus.
On 18 July 2023, the Group acquired 100% of the shares of PolygenX A, the parent company of the French
Polyplus group. The acquisition price of €2,226.4 million was paid in cash.
In accordance with IFRS 3 "Business Combinations", the identifiable assets acquired and liabilities assumed
are recognized at their respective fair values at the acquisition date.
At 31 December 2023, this acquisition therefore resulted in the preliminary recognition of intangible assets
amounting to €888.8 million and goodwill amounting to €1,703.2 million.
We considered that the acquisition of Polyplus was a key point in the audit because of :▪

the materiality of the provisional assets and liabilities recognized in the consolidated
financial statements, and the resulting goodwill ;▪

the level of judgement required to identify the assets acquired and liabilities assumed andthe estimates used to measure their fair value.

Responses obtained during our audit
In the context of our audit, we performed the following procedures :

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Consolidated Financial Statements and Notes 4.9 Statutory Auditors' Report on the Consolidated Financial
Statements▪

obtaining an understanding of the legal aspects of this acquisition, and in particular theunderstanding of the transactions and the consideration of the main contractual clauses
in determining the accounting treatment of the transaction ;▪

assessing the compliance of the accounting treatment adopted with IFRS 3 "Businesscombinations".

▪

assessing the reasonableness of the methodology to provisionally identify the assets
acquired and liabilities assumed;▪

analysing the valuation methods used by the Group to determine the fair value of theassets acquired and liabilities assumed, together with our valuation experts, in particular :▪

oassessing the competence, experience and objectivity of the independent
experts used by the Group,oassessing the method, the assumptions and data used to measure assets
and liabilities at fair value,ocarrying out arithmetical checks on the various valuations of the assets
acquired and liabilities assumed;

analysing the overall consistency of the provisional purchase price allocation and theresulting residual difference.

Lastly, we verified the appropriateness of the information provided in note 8 to the consolidated financial
statements.

Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specificverifications required by laws and regulations of the information pertaining to the Group presented in the
management report of the Board of Directors.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial
statements.

Other Legal and Regulatory Verifications or
Information
Format of Presentation of the Financial Statements Intended to be
Included in the Annual Financial Report
We have also verified, in accordance with the professional standard applicable in France relating to theprocedures performed by the statutory auditor relating to the annual and consolidated financial statements
presented in the European single electronic format, that the presentation of the consolidated financial
statements intended to be included in the annual financial report mentioned in Article L. 451-1-2, I of theFrench Monetary and Financial Code (code monétaire et financier), prepared under the responsibility of the
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Consolidated Financial Statements and Notes 4.9 Statutory Auditors' Report on the Consolidated Financial
Statements

Chief executive officer, complies with the single electronic format defined in the European DelegatedRegulation No 2019/815 of 17 December 2018. As it relates to consolidated financial statements, our work
includes verifying that the tagging of these consolidated financial statements complies with the format
defined in the above delegated regulation.
Based on the work we have performed, we conclude that the presentation of the consolidated financial
statements intended to be included in the annual financial report complies, in all material respects, with theEuropean single electronic format.
Due to the technical limitations inherent in the block-tagging of the consolidated financial statements
according to the European single electronic format, the content of certain tags of the notes may not be
rendered identically to the consolidated financial statements attached to this report.
Moreover, we have no responsibility to verify that the consolidated financial statements that will ultimately be
included by your company in the annual financial report filed with the AMF are in agreement with those on
which we have performed our work.

Appointment of the Statutory Auditors
We were appointed as statutory auditors of Sartorius Stedim Biotech S.A. by the annual general meeting held
on 19 May 2006 for Deloitte & Associés and on 7 April 2015 for KPMG S.A.
As at 31 December 2023, Deloitte & Associés and KPMG S.A. were in the 18th year without interruption and9th year.

Responsibilities of Management and Those Charged
with Governance for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statementsin accordance with International Financial Reporting Standards as adopted by the European Union, and forsuch internal control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness ofinternal control and risks management systems and where applicable, its internal audit, regarding theaccounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.

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Consolidated Financial Statements and Notes 4.9 Statutory Auditors' Report on the Consolidated Financial
Statements

Statutory Auditors’ Responsibilities for the Audit of
the Consolidated Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonableassurance about whether the consolidated financial statements as a whole are free from material
misstatement. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with professional standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
As specified in Article L. 821-55 of the French Commercial Code (code de commerce), our statutory audit does
not include assurance on the viability of the Company or the quality of management of the affairs of theCompany.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory
auditor exercises professional judgment throughout the audit and furthermore:▪

Identifies and assesses the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, designs and performs audit procedures
responsive to those risks, and obtains audit evidence considered to be sufficient andappropriate to provide a basis for his opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.

▪

Obtains an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the internal control.

▪

Evaluates the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management in the consolidated
financial statements.

▪

Assesses the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence
obtained up to the date of his audit report. However, future events or conditions may
cause the Company to cease to continue as a going concern. If the statutory auditor
concludes that a material uncertainty exists, there is a requirement to draw attention in
the audit report to the related disclosures in the consolidated financial statements or, if
such disclosures are not provided or inadequate, to modify the opinion expressed therein.

▪

Evaluates the overall presentation of the consolidated financial statements and assesses
whether these statements represent the underlying transactions and events in a mannerthat achieves fair presentation.
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Consolidated Financial Statements and Notes 4.9 Statutory Auditors' Report on the Consolidated Financial
Statements

Obtains sufficient appropriate audit evidence regarding the financial information of theentities or business activities within the Group to express an opinion on the consolidated
financial statements. The statutory auditor is responsible for the direction, supervision andperformance of the audit of the consolidated financial statements and for the opinion
expressed on these consolidated financial statements.

Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit
and the audit program implemented, as well as the results of our audit. We also report, if any, significant
deficiencies in internal control regarding the accounting and financial reporting procedures that we haveidentified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional
judgment, were of most significance in the audit of the consolidated financial statements of the current period
and which are therefore the key audit matters, that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N°
537/2014, confirming our independence within the meaning of the rules applicable in France such as they are
set in particular by Articles L.821-27 to L.821-34 of the French Commercial Code and in the French Code of
Ethics (code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee
the risks that may reasonably be thought to bear on our independence, and the related safeguards.

Marseille, on the 9 February 2024
The Statutory Auditors
French original signed by
KPMG Audit
Department of KPMG S.A.

Deloitte & Associés

Nicolas BLASQUEZ

Philippe BATTISTI

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Statements and Notes

05

Sartorius Stedim Biotech

Annual Financial Statements and Notes 5.1 Annual Financial Statements

5.1 Annual Financial Statements
Parent Company Balance Sheet: Assets€ in M

Gross atDec. 31, 2023

Depreciation,amortizationand provisions
Dec. 31, 2023

Net atDec. 31, 2023

Net atDec. 31, 2022

Intangible assets

0.6

– 0.3

0.3

0.3

Property, plant and equipment

23.9– 16.6

7.3

8.2

Financial investments

187.0

– 0.1

186.9

186.0

Total non-current assets

211.5– 17.0

194.5

194.5

Inventories and work in progress

0.0

0.0

0.0

0.0

Trade receivables to third parties

5.1

0.0

5.1

2.2

987.6

0.0

987.6

158.6

Other receivables
Deposits and cash equivalents

0.0

0.0

0.4

Total current assets

992.7

0.0

992.7

161.2

Prepaid expenses

0.1

0.0

0.1

0.1

Premium for redemption of bonds

0.4

0.0

0.4

0.0

Currency translation adjustment

0.6

0.0

0.6

0.0

1,205.3– 17.01,188.4

355.9

Total assets

Parent Company Balance Sheet: Liabilities€ in MAt Dec. 31, 2023

At Dec. 31, 2022

Share capital

18.4

18.4

Share premium

12.6

12.6

Reserves

2.4

2.4

Retained earnings carried forward

96.7

74.8

Profit for the period

100.6

154.7

Regulated provisions

4.6

4.1

235.4

267.1

Total equity
Provisions for liabilities and charges

0.6

0.0

Total provisions for liabilities and charges

0.6

0.0

Loans and borrowings

0.0

0.0

Trade payables

1.1

0.8

Tax and social charges payable

0.1

0.1

Liabilities for non-current assets

0.0

0.0

Other liabilities

950.1

87.9

Total liabilities

951.3

88.9

Currency translation adjustment
Total equity and liabilities

1.1

0.0

1,188.4

355.9

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Annual Financial Statements and Notes 5.1 Annual Financial Statements

Parent Company: Income Statement€ in MAt Dec. 31, 2023

At Dec. 31, 2022

Sales revenue

2.3

2.6

Inventory movements

0.0

0.0

Capitalized production costs

0.0

0.0

Depreciation or amortization reversals

0.0

0.0

Other operating income and expense reallocation

0.0

0.0

Purchases consumed

0.0

0.0

External charges for services

– 4.5

– 5.8

Tax and duties

– 0.3

– 0.3

Personnel costs

0.0

0.0

Additions to amortization, depreciation and provision

– 1.1

– 1.0

Other operating expenses

– 0.5

– 0.4

Operating profit (EBIT)

– 4.1

– 4.9

Net financing income | (expense)

102.7

158.9

Profit | (loss) from ordinary activities

98.6

154.0

Exceptional income | (expense)

– 0.5

0.0

Income tax
Net profit | (loss)

2.5

0.8

100.6

154.7

1. Materiel Events During the Year
None

2. Materiel Events after the Reporting Date
On 7 February 2024, Sartorius Stedim Biotech S.A. has successfully placed 5,150,215 shares to institutional
investors in an international private placement by way of an accelerated bookbuilding. The new shares will be
issued in a capital increase without preferential subscription rights of the shareholder at a price of €233.00 per
share resulting in gross proceeds of approximately €1.2 billion.
The Group intends to use the net proceeds of the capital increase to accelerate its debt deleveraging beyond
strong internal cash generation, and to strengthen its overall strategic flexibility. It is expected that at least two
thirds of the net proceeds of the equity offering will be used to partially repay the shareholder loans grantedby the Group’s major shareholder, Sartorius AG, and its subsidiary, Sartorius Finance B.V. Any remaining
portion would be allocated to general corporate purposes.
In accordance with the intention it has indicated, Sartorius AG subscribed for an amount of approximately€400 million, representing approximately one-third of the capital increase and will hold approximately 71.5%of the company’s share capital following completion of the capital increase. Sartorius AG has also concurrently
carried out the placement of approximately €200 million of Sartorius AG treasury preference shares througha private placement.
No other material events occurred after the reporting date.

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Annual Financial Statements and Notes 5.1 Annual Financial Statements

3. Accounting Principles and Methods
The parent company's financial statements for the year ended December 31, 2023, were prepared andpresented in accordance with French accounting rules in compliance with the principles of prudence,
reporting on distinct financial years and the presumption of going concern.
The annual financial statements have been prepared in accordance with the clauses of the CRC Regulation2014 - 03 of September 8, 2014 on the French chart of accounts.
Sartorius Stedim Biotech S.A. is listed in Compartment A of the Euronext Paris Stock Exchange (ISIN FR code
0000053266) and also prepares consolidated financial statements in accordance with IFRS standards, as
adopted by the European Union on December 31, 2023. Sartorius Stedim Biotech S.A. is consolidated by
Sartorius A.G.
3.1. Non-current Assets
Non-current intangible and tangible assets are valued at their acquisition costs, excluding costs incurred fortheir acquisition.
For intangible assets and property, plant and equipment, the Company applied the French Regulation
CRC No. 2002 - 10, recodified by Article 2 - 4 of Regulation CRC No. 2004 - 06 relative to the amortization,
depreciation and impairment of assets according to the “Component approach.”
3.1.1. Intangible Assets
The following is thus valuated under this heading: incorporation costs, patents and software.
All these assets are amortized on a straight-line basis using the following indicative useful lives:
Incorporation costs:

One to five years

Software:

One to three years

Patents:

Twenty years

Leasehold:

Eighteen years(Based on the period of use).

As part of the implementation of integrated software, the direct labor costs concerned are included in theamount capitalized as cost, as a function of the time elapsed.
Intangible assets are valued at acquisition cost less amortization and impairments reported, on an ongoing basis.
3.1.2. Property, Plant and Equipment
Property, plant and equipment (PPE) are recognized at their acquisition value, including the installation costof these assets.
Depreciation is calculated over the standard and economic life of the assets using the straight-line method.
All these non-current assets are depreciated on a straight-line basis using the following indicative periods of use:
▪ Buildings: Twenty to forty years

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Annual Financial Statements and Notes 5.1 Annual Financial Statements▪ Improvements, fixtures and fittings: Ten to fifteen years▪ Plant and equipment: Four to ten years▪ Office and IT equipment: Three to five years▪ Motor vehicles: Four to five years
Property, plant and equipment are valued at acquisition cost less depreciation and impairments reported, on
an ongoing basis.
3.1.3. Financial Investments
Investments relate mainly to shareholdings in subsidiaries and other treasury shares held within the scope of theshare buyback program; they are recorded at their acquisition cost, including fees linked to their acquisition.
An impairment provision may be recorded to consider, in particular, either the stock exchange price or theunderlying assets of these subsidiaries, their financial position and their prospects.
Shareholdings in subsidiaries are subject to impairment tests.
3.2. Receivables and Payables
Receivables and payables are recorded at their nominal value.
Receivables whose collection is doubtful are subject to a provision for doubtful debts.

4. Non-Current Assets
4.1. Intangible Assets
Gross values
in millions of €At Dec. 31, 2022

Increase in 2023 Decrease in 2023

At Dec. 31, 2023

Incorporation costs

0.0

0.0

0.0

0.0

Patents

0.0

0.0

0.0

0.0

Software, licenses

0.0

0.0

0.0

0.0

Business goodwill

0.5

0.0

0.0

0.5

Intangible assets in progress

0.0

0.0

0.0

0.0

Total

0.6

0.0

0.0

0.5

Amortization and depreciationin millions of €

0.2

0.1

0.0

0.2

Net amount

0.4

– 0.1

0.0

0.3

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Annual Financial Statements and Notes 5.1 Annual Financial Statements

4.2. Property, Plant and Equipment
Gross values
in millions of €At Dec. 31, 2022

Increase in 2023 Decrease in 2023

At Dec. 31, 2023

Land

0.5

0.0

0.0

0.5

Buildings

15.8

0.0

0.0

15.8

Plant and equipment

0.0

0.0

0.0

0.0

Other

5.9

1.6

0.0

7.5

Property, plant and equipmentin progress
Total
Amortization and depreciationin millions of €

1.7

0.0

– 1.6

0.0

23.8

1.7

– 1.6

23.9

At Dec. 31, 2022

Addition

ReleaseAt Dec. 31, 2023

Buildings

12.7

0.4

0.0

13.1

Plant and equipment

0.0

0.0

0.0

0.0

Other

2.8

0.6

0.0

3.5

Total

15.5

1.1

0.0

16.6

Property, plant andequipment, net

8.2

0.6

– 1.6

7.3

The increase in tangible assets includes fixtures and fittings for a net amount of €1,6 M from assets underconstruction.
4.3. Financial Investments
Investments
in millions of €At Dec. 31, 2022

Shareholdings

175.2

0.0

0.0

175.2

Write-down of shareholdings

0.0

0.0

0.0

0.0

Deposits and guarantees

0.0

0.0

0.0

0.0

Treasury shares

10.7

1.1

0.0

11.8

Write-down of treasury shares

0.0

– 0.1

0.0

– 0.1

0.0

0.0

0.0

0.0

186.0

1.0

0.0

187.0

Other non-current assets
Total

Increase in 2023 Decrease in 2023

At Dec. 31, 2023

The following is included under “Financial investments”:▪ 99.99% of the share capital of Sartorius Stedim Bioprocess SARL, a Tunisian company;▪ 100% of the share capital of Sartorius Stedim Biotech GmbH, a company governed by German
law, following the merger of the Sartorius and the Stedim Groups in June 2007;▪ 100% of the share capital of Sartorius Stedim Aseptics S.A.S., a French company acquired in2004;▪ 100% of the share capital of Sartorius Stedim FMT S.A.S., a French company created inconnection with the Contribution Assets transfer in 2013;▪ 100% of the share capital of Sartorius Stedim Chromatography Resins S.A.S., a French company
acquired the 1st of June 2020;
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Annual Financial Statements and Notes 5.1 Annual Financial Statements▪ 100% of the share capital of Sartorius Chromatography Equipment S.A.S., a French company
acquired the 7th of February 2022 ;▪ Other investments: €0.001 M.
The amount now corresponds to the share of Sartorius Stedim Biotech in the Russian company Sartorius
Stedim RUS.
The liquidity contract between the entity Sartorius Stedim Biotech S.A. and the brokerage company Kepler
Chevreux was in place in April 20211. Therefore, Sartorius Stedim Biotech holds 15,191 shares of SSB S.A. in
portfolio at the closing.

5. Trade Receivables
Maturity of Receivables at Year-end
Type of receivable€ in M

Net amountLess than 1 year

More than 1 year

11.9

3.4

8.4

Deposits and guarantees
Non-current assets

11.9

3.4

8.4

Advance payments on account

0.0

0.0

0.0

Trade receivables

5.1

5.1

0.0

Personnel

0.0

0.0

0.0

Social security

0.0

0.0

0.0

Taxes and duties

11.4

11.4

0.0

976.3

0.0

976.3

Group
Other receivables

0.0

0.0

0.0

Current assets

992.7

16.5

976.3

Prepaid expenses

0.1

0.1

0.0

Total receivables

1,004.7

20.0

984.7

The "Group" item for receivables from Group subsidiaries (€976,3 M) relates to receivables of subsidiaries andcorresponds in particular, continued the establishment of a new financial organization, cash advances via current
accounts carried out with the companies Sartorius Stedim Biotech GmbH, Sartorius Stedim FMT S.A.S., Sartorius
Stedim Chromatography Resins S.A.S., Sartorius Stedim Chromatography Systems Ltd, Sartorius Stedim
Bioprocess Tunisia and two companies from the Polyplus group.
The "Taxes and duties" (€11,4 M) captions primarily includes the net tax receivable relating to the tax grouping
system.

1 Any buyback program for liquidity purposes is not to be continued during a takeover bid

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Annual Financial Statements and Notes 5.1 Annual Financial Statements

6. Maturity of Liabilities at Year-end
Type of liability€ in M

Between 1 and5 years More than 5 years

Net amountLess than 1 year

Originally less than 2 years

0.0

0.0

0.0

0.0

Originally more than 2 years

0.0

0.0

0.0

0.0

Current bank overdrafts and accrued interest

0.0

0.0

0.0

0.0

Trade payables

1.1

1.1

0.0

0.0

0.0

0.0

0.0

0.0

Advances and payments on account for orders

0.0

0.0

0.0

0.0

Tax and social security payable

0.1

0.1

0.0

0.0

0.0

0.0

0.0

0.0

949.7

11.7

938.0

0.0

Loans and borrowings from credit institutions- including bills of exchange

Liabilities for non-current assets
Group and associates
Other
Total liabilities

0.4

0.4

0.0

0.0

951.3

13.2

938.0

0.0

The "Group" item for liabilities from Group subsidiaries (€949,7 M) includes debts to subsidiaries andcorresponds in particular to cash advances linked to the cash-pooling activity via current accounts withcompanies Sartorius AG, Sartorius Finance BV.

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Annual Financial Statements and Notes 5.1 Annual Financial Statements

Accrued expenses included in these accounts represented €0,4 M and concerned the following items:
Type of expense€ in MAt Dec. 31, 2023

Accrued banking charges

0.0

Suppliers' invoices to be received

0.4

Paid vacation including social charges

0.0

Bonuses, including social charges and profit sharing

0.0

Social security payable

0.0

Taxes payable

0.0

Employee profit sharing

0.0

Total charges payable

0.4

7. Parent Company Statement of Changes in Equity (in thousands of €)7.1. Equity
At December 31, 2022, the share capital was €18,4 M, comprising 92,180,190 shares of a €0.20 par value.
At December 31, 2023, the share capital is €18,4 M, comprising 92,180,190 shares of a €0.20 par value.
The Annual General Shareholders' Meeting on March 2023, the 29th, approved the appropriation of the net
profit for the year of €154,7 M, as follows:▪ Use from the retained earnings carried forward: None
▪ Paid into the legal reserves: None
A dividend total of €132,7 M, or a net dividend per share of €1.44, was paid.

Appropriation of profit in 2022
BeforeNumber of shares:
Share capital

Changes

After

Movements 2023
Increases

Decreases

Equity before
appropriationof profit in
2022
Total

92,180,190

92,180,190

92,180,190

18.4

18.4

18.4

Share premium

0.0

0.0

0.0

Merger premium

12.6

12.6

12.6

Legal reserve

1.8

1.8

1.8

Other reserves

0.6

0.6

0.6

Balance carried forward

74.8

22.0

96.7

96.7

Dividends paid

0.0

132.7

132.7

Net profit to be appropriated

0.0

0.0

0.0

Profit for the reporting year

154.7

– 154.7

0.0
4.1

0.6

0.0

267.0

101.1

Regulated provisions
Total

4.1
267.0

– 132.7

0.0
0.0

100.6

100.6
4.6
– 132.7

235.4

7.2. Stock Options
None
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Annual Financial Statements and Notes 5.1 Annual Financial Statements

8. Risks and Provisions
8.1. Provisions
Type of provision€ in Millions

Provisions at
Dec. 31, 2022

Additions
2023

Releases
2023

Provisions at
Dec. 31, 2023

Accelerated amortization and depreciation

4.1

0.6

0.0

4.6

Subtotal (1)

4.1

0.6

0.0

4.6

Exchange risk

0.0

0.6

0.0

0.6

Other costs

0.0

0.0

0.0

0.0

Taxation

0.0

0.0

0.0

0.0

Subtotal (2)

0.0

0.6

0.0

0.6

Grand Total = (1) + (2)

4.1

1.2

0.0

5.2

Regulated provisions

Provisions for liabilities and charges

8.2. Market Risk Exposure
8.2.1 Operating Cash Flow risks
At December 31, 2023, an amount was recognized for translation differences of net amounts denominated inforeign currencies within the receivables and payables items.
8.2.2 Current and Future Tax Position
As of January 1, 2008, the company chose to adopt the French tax integration regime within the framework ofa tax group. The lead company of this group is Sartorius Stedim Biotech S.A. The other member companies ofthis tax integration group for tax relief are Sartorius Stedim Aseptics S.A.S., Sartorius Stedim France S.A.S.,
Sartorius Stedim FMT S.A.S. and two companies joined the Group in 2023: Sartorius Stedim Chromatography
Resins S.A.S. and Sartorius Chromatography Equipement S.A.S.
The member companies report income tax as if there were no integration tax regime. The parent corporation
benefits from tax relief related to consolidating the gains and losses of the other members companies.
For 2022, the net impact according to the consolidation rules of the French tax integration regime for tax relief
is an income of €2,5 M. Taking into grout the tax credits not yet, compensated, the company SSB holds a
receivable from the State of €11,9 M.
For your information, at the beginning of 2024, Sartorius Stedim Biotech received a notification from the tax
authorities to verify all its tax returns for the fiscal years 2021 and 2022.

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Annual Financial Statements and Notes 5.1 Annual Financial Statements

9. Operating Income (in millions of €)9.1. Sales Revenue by Operating Segment
Operating segment

At Dec. 31, 2023%

At Dec. 31, 2022%

Services

2.3

100%

2.6

100%

Total

2.3

100%

2.6

100%

9.2. Sales Revenue by Geographical Region
Geographical region

At Dec. 31, 2023%

At Dec. 31, 2022%

France

2.3

100%

2.6

100%

Export

0.0

0.0

0%

EU and other countries

0.0

0.0

North American continent

0.0

0.0

Total

2.3

100%

2.6

100%

The Sale revenue corresponds to the rent invoiced to the entity Sartorius Stedim FMT S.A.S. for the use ofpremises located in Aubagne within its operational activity.

10. Breakdown of Income Tax
At Dec. 31, 2023
Profitbefore tax

Incometax charge

Gross taxable income

98.6

Exceptional income | (expense)– 0.5

French tax integration relief
Net taxable income€ in MAt Dec. 31, 2022

Profitafter tax

Profitbefore tax

Incometax charge

Profit after
tax

0.0

98.6

154.0

0.0

154.0

0.1

– 0.4

0.0

0.0

0.0

0.0

2.4

2.4

0.0

0.8

0.8

98.1

2.5

100.6

154.0

0.8

154.7

11. Information on Directors’ Remuneration
Remuneration allocated and paid to members of the Board of Directors as directors’ meeting fees amounted
to €0.3 M. These fees related to the 2022 fiscal year and were paid in 2023.
No meeting fees were paid by Sartorius Stedim Biotech S.A. to the general management of the company infiscal 2023. A Part of the Executive Board’s remuneration has been recharged by Sartorius AG to Sartorius
Stedim Biotech S.A. for an amount of €0,8 M (2021: €1,5 M).

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Annual Financial Statements and Notes 5.1 Annual Financial Statements

12. Off-Balance Sheet Commitments
Type of commitment€ in K

Comment

At Dec. 31, 2023

At Dec. 31, 2022

Guarantees for bilateral credit lines

0.0

0.0

Guarantees for currency hedging contracts

0.0

0.0

Commitments from renting / leasing

0.0

0.0

0.0

0.0

Total

Buy-back value
0.0Commitments given

Commitments received
Contractual loan capacity from credit institutions

The commitments in connection with the lease are summarized in the following table:
Leasing< 1 year€ in K1 - 5 years€ in K> 5 years€ in K

Tangible Assets
Buildings and Improvments

0.0

0.0

0.0

0.0

Total

0.0

0.0

0.0

0.0

Historicalvalue

Payments for
the Year

Cumulatives
Payments

Depreciation
for the Year

Cumulative
Depreciation

Buildings and Improvments

0.0

0.0

0.0

0.0

0.0

Total

0.0

0.0

0.0

0.0

0.0

Leasing
Tangible Assets

The building has been operational from the 1st of January 2015. The company exercised the repurchase of thefinance lease on the 9th December 2022.

13. Information on Related Parties
Affiliates are its parent company, Sartorius AG, and the companies owned by Sartorius Stedim Biotech S.A.,
and are Sartorius Stedim FMT S.A.S., Sartorius Stedim Bioprocess SARL, Sartorius Stedim Aseptics S.A.S.,
Sartorius Stedim Biotech GmbH, Sartorius Stedim Chromatography Resins S.A.S. et Sartorius
Chromatography Equipement S.A.S.
The company Sartorius Stedim Biotech S.A. is consolidated in the financial statements of Sartorius AG, OttoBrenner-Strasse 20, 37079 Goettingen (Germany).
In the following, you will find the table of the main amounts with the related parties:

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Annual Financial Statements and Notes 5.1 Annual Financial Statements

Items€ in MAt Dec. 31, 2023

At Dec. 31, 2022

175.2

175.2

Investments
Trade receivables

5.1

0.0

Other receivables

976.2

158.5

Trade payables

0.6

0.0

Other liabilities

949.7

87.5

Income from investments

104.0

160.0

Other financial income

17.4

2.2

Finance expense

19.0

2.1

In the following, you will find the table of subsidiaries and shareholdings:

At Dec. 31, 2023

Reserves,
share
premium andretainedearnings
before Ownership
Sharecapital appropriationin %€ in M
Sartorius Stedim
Biotech GmbH(Euros)1,442.1

42.9

55.2

6.0

35.3

Sartorius Stedim
RUS
8.0

1.2

(Euros)0.1

0.0

Sartorius Stedim
Aseptics S.A.S.

79.9

12.1

0.0

1,167.8

291.6

80.0

42.9

42.9

31.1

0.0

626.4

49.8

15.0

352.7

11.9

0.0

3.1

3.1

56.6

0.0

105.1

3.5

0.0

1,349.2

152.0

0.0

0.1

0.1

0.0

0.0

14.6

1.6

0.0

1.8

1.8

0.0

0.0

18.2

3.7

9.0

0.0

0.0

45.0

0.0

13.0

1.1

0.0

47.2

47.2

0.0

0.0

30.3

– 2.1

0.0

190.0

100.00%
0.4

9.7

0.0

5.9

Sartorius Stedim
Chromatography
Resins S.A.S.

100.00%

Sartorius
Chromatography
Equipment S.A.S.
(Euros)79.9

100.00%(Rubles)(Euros)Net

99.99%(Euros)(Euros)Gross

100.00%

Sartorius Stedim
Bioprocess SARL
(Dinars)

Net Dividends
profit received

100.00%
6.0

Sartorius Stedim
FMT S.A.S.
(Euros)Loans Changes
Sales
outstandingin (ex-VAT)
and deposits - for theadvancesand financial
Book value ofshares held
granted pledges
year

100.00%
3.7

33.7

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At Dec. 31, 2022

Annual Financial Statements and Notes 5.1 Annual Financial Statements

Reserves,
share
premium andretainedearnings
Sharebefore Ownersh
capital appropriation
ip in %€ in M
100.00%6.0

1,263.3

42.9

99.1

Sartorius Stedim FMT
S.A.S.
(Euros)6.0

1,619.2

428.6

120.0

42.9 42.9

61.1

0.0

707.8

66.0

30.0

426.9

19.4

0.0

131.0

6.0

0.0

325.5
3.1

3.1

99.9

0.0

4,756.4

263.6

0.0

0.1

0.1

0.0

0.0

64.5

3.6

0.0

1.8

1.8

0.0

0.0

26.7

9.4

10.0

0.0

0.0

0.0

0.0

17.9

3.7

0.0

47.2 47.2

0.0

0.0

19.9

– 1.3

0.0

100.00%(Rubles)

8.0

826.7

(Euros)0.1

11.2

Sartorius Stedim
Aseptics S.A.S.

100.00%0.4

14.8

Sartorius Stedim
Chromatography Resins
S.A.S.

100.00%0.0

5.9

Sartorius
Chromatography
Equipment S.A.S.
(Euros)0.0

62.7

Sartorius Stedim RUS(Euros)12.1

99.99%(Euros)(Euros)79.9 79.9
100.00%

Sartorius Stedim
Bioprocess SARL
(Dinars)

Net Dividends
profit received

Gross Net

Sartorius Stedim
Biotech GmbH(Euros)Loans Changes
Sales
outstandingin (ex-VAT)
and deposits - for theBook value ofadvancesand financial
shares held
granted pledges
year

100.00%3.7

35.8

The previous list contains only information on transactions in Company shares received in accordance with the
Article 19 MAR (Operations realized by Executive Directors). Therefore, we are not aware of all transactions
whose cumulative trade volumes have reminded below the notification threshold of €20,000 per calendar
year.

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Annual Financial Statements and Notes 5.2 Statutory Auditors’ Report on the Financial Statements

5.2 Statutory Auditors’ Report on the
Financial Statements
This is a translation into English of the statutory auditors’ report on the financial statements of the Company
issued in French and it is provided solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by French law, such as information about theappointment of the statutory auditors or verification of the management report and other documents
provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional
auditing standards applicable in France.
For the year ended 31 December 2023
To the Shareholders of Sartorius Stedim Biotech S.A.,

OpinionIn compliance with the assignment entrusted to us by your Shareholders’ meetings, we have audited theaccompanying financial statements of Sartorius Stedim Biotech S.A. for the year ended 31 December 2023.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial
position of the Company as at 31 December 2023 and of the results of its operations for the year then endedin accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the "Statutory Auditors' Responsibilities for
the Audit of the Financial Statements" section of our report.

Independence
We conducted our audit engagement in compliance with independence requirements of the French
Commercial Code (code de commerce) and the French Code of Ethics (code de déontologie) for statutory
auditors, for the period from 1 January 2023 to the date of our report, and specifically we did not provide any
prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014.

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Annual Financial Statements and Notes 5.2 Statutory Auditors’ Report on the Financial Statements

Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L. 821-53 and R. 823-7 of the French Commercial Coderelating to the justification of our assessments, we inform you of the key audit matters relating to risks ofmaterial misstatement that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period, as well as how we addressed those risks.
We determined that there were no key audit matters to disclose in our report.

Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specificverifications required by laws and regulations.

Information given in the management report and in the otherdocuments with respect to the financial position and the financial
statements provided to the shareholders
We have no matters to report as to the fair presentation and the consistency with the financial statements of
the information given in the management report of the Board of Directors and in the other documents withrespect to the financial position and the financial statements provided to shareholders.
We attest the fair presentation and the consistency with the financial statements of the information relating
to payment deadlines mentioned in Article D.441-6 of the French Commercial Code (code de commerce).

Report on corporate governance
We attest that the Board of Directors’ report on corporate governance sets out the information required by
Article L. 225-37-4, L.22-10-10 and L.22-10-9 of the French Commercial Code.
Concerning the information given in accordance with the requirements of Article L. 22-10-9 of the French
Commercial Code (code de commerce) relating to remunerations and benefits received by or awarded to thedirectors and any other commitments made in their favour, we have verified its consistency with the financial
statements, or with the underlying information used to prepare these financial statements and, whereapplicable, with the information obtained by your Company from controlled enterprises included in the scopeof consolidation. Based on these procedures, we attest the accuracy and fair presentation of this information.

Other information
In accordance with French law, we have verified that the required information concerning the purchase ofinvestments and controlling interests and the identity of the shareholders and holders of the voting rights has
been properly disclosed in the management report.

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Annual Financial Statements and Notes 5.2 Statutory Auditors’ Report on the Financial Statements

Other Legal and Regulatory Verifications or
Information
Format of presentation of the financial statements intended to be
included in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to theprocedures performed by the statutory auditor relating to the annual and consolidated financial statements
presented in the European single electronic format, that the presentation of the financial statements intended
to be included in the annual financial report mentioned in Article L. 451-1-2, I of the French Monetary and
Financial Code (code monétaire et financier), prepared under the responsibility of the Chief executive officer,
complies with the single electronic format defined in the European Delegated Regulation No 2019/815 of 17
December 2018.
Based on the work we have performed, we conclude that the presentation of the financial statements
intended to be included in the annual financial report complies, in all material respects, with the European
single electronic format.
We have no responsibility to verify that the financial statements that will ultimately be included by yourcompany in the annual financial report filed with the AMF are in agreement with those on which we have
performed our work.

Appointment of the Statutory Auditors
We were appointed as statutory auditors of Sartorius Stedim Biotech S.A. by the annual general meeting held
on 19 May 2006 for Deloitte & Associés and on 7 April 2015 for KPMG S.A.
As at 31 December 2023, Deloitte & Associés and KPMG S.A. were in the 18th year without interruption and9th year.

Responsibilities of Management and Those Charged
with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordancewith French accounting principles, and for such internal control as management determines is necessary toenable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless it is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness ofinternal control and risks management systems and where applicable, its internal audit, regarding theaccounting and financial reporting procedures.

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Annual Financial Statements and Notes 5.2 Statutory Auditors’ Report on the Financial Statements

The financial statements were approved by the Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of
the Financial Statements
Objectives and audit approach
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about
whether the financial statements as a whole are free from material misstatement. Reasonable assurance is ahigh level of assurance but is not a guarantee that an audit conducted in accordance with professional
standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
As specified in Article L. 821-55 of the French Commercial Code, our statutory audit does not include
assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory
auditor exercises professional judgment throughout the audit and furthermore:▪

Identifies and assesses the risks of material misstatement of the financial statements,
whether due to fraud or error, designs and performs audit procedures responsive to thoserisks, and obtains audit evidence considered to be sufficient and appropriate to provide abasis for his opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

▪

Obtains an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the internal control.

▪

Evaluates the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management in the financial
statements.

▪

Assesses the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence
obtained up to the date of his audit report. However, future events or conditions may cause
the Company to cease to continue as a going concern. If the statutory auditor concludes
that a material uncertainty exists, there is a requirement to draw attention in the audit
report to the related disclosures in the financial statements or, if such disclosures are notprovided or inadequate, to modify the opinion expressed therein.

▪

Evaluates the overall presentation of the financial statements and assesses whether thesestatements represent the underlying transactions and events in a manner that achieves fairpresentation

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Annual Financial Statements and Notes 5.2 Statutory Auditors’ Report on the Financial Statements

Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit
and the audit program implemented, as well as the results of our audit. We also report, if any, significant
deficiencies in internal control regarding the accounting and financial reporting procedures that we haveidentified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional
judgment, were of most significance in the audit of the financial statements of the current period and which
are therefore the key audit matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N°
537/2014, confirming our independence within the meaning of the rules applicable in France such as they are
set in particular by Articles L. 821-27 to L. 821-34 of the French Commercial Code and in the French Code of
Ethics (code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee
the risks that may reasonably be thought to bear on our independence, and the related safeguards.

Marseille, on the 9 February 2024
The Statutory Auditors
French original signed by

KPMG Audit
Department of KPMG S.A.

Deloitte & Associés

Nicolas BLASQUEZ

Philippe BATTISTI

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Supplementary Information

06

Sartorius Stedim Biotech

Supplementary Information 6.1 Other Information of a Legal Nature

6.1 Other Information of a Legal Nature
General Information on the Issuer
Corporate Name
The corporate name of the company is: "Sartorius Stedim Biotech".
In all legal deeds and documents issued by the company, this is always preceded or followed by the words"société anonyme" or the abbreviation "S.A." and a statement of the share capital (Company bylaws, Article 1).

Registered Office
The registered office is in Aubagne (13400), France, Z.I. Les Paluds, avenue de Jouques. Phone number:+33 (0)4 42 84 56 00.
This office may be transferred to another location in the same "département" [French county or state] or an
adjacent county or state by simple decision of the Board of Directors subject to ratification by the next Annual
General Shareholders' Meeting and anywhere else in France by a decision taken by an Extraordinary General
Shareholders' Meeting.
If the Board of Directors decides to transfer the registered office, it is authorized to revise the bylaws as a result(Company bylaws, Article 4).

Legal Form and Applicable Law
The company is a public limited liability company or joint stock company [société anonyme], subject to the
French legislation, particularly to the French Commercial Code.

Date of Incorporation — Duration
The company was incorporated on September 28, 1978, as a "société anonyme." The company's duration is for
99 years, effective upon registration in the French trade and commercial register ("registre du commerce etdes sociétés"), unless subject to dissolution or extension provided by the present company bylaws (Article 1
and 5).

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Supplementary Information 6.1 Other Information of a Legal Nature

Corporate Purpose
In France and abroad, the company’s purpose is:▪ to purchase, develop, administrate and manage a portfolio of equity security, securities, voting
rights and other social rights in all companies regardless of their activity and this, by all means
including by way of setting up of new companies, contribution in kind of any types of social
rights, subscription rights, mergers, purchases of other social rights or incorporation ofcompanies;▪ to manage, conduct and coordinate the activities of its subsidiaries and affiliates; whenapplicable, to provide to said companies all services of an administrative, financial, accounting
and legal nature and any opinion and advise or to order any studies or researches that arenecessary for their development or growth;▪ and more generally, all financial, commercial, industrial, personal and real property operations
linked, directly or indirectly, to the above-mentioned corporate purpose or to all othercomplementary, related or similar purposes, which may promote the development or
accomplishment thereof (Company bylaws, Article 2).
Trade and Commercial Register — APE CodeThe company is registered with the “registre du commerce et des sociétés” of Marseille, under the number
RCS B 314 093 352. Its economic activity code (APE) is 6420Z (Holding company activity).

Inspection of Legal Documents at the Registered Office of theCompany
The Universal Registration Document may be viewed at the registered office of the company, on its website
and on the website of the AMF. During the validity of the present Universal Registration Document, the bylaws,
the Statutory Auditors' reports and the financial statements of the last three fiscal years, although with reports,
mails and other documents, historical financial information of the company and its subsidiaries of the last threefiscal year, evaluation and declarations made by an expert, when these documents are statutory and any otherstatutory document, can be found at the registered office.

Financial YearThe financial year, also referred to as fiscal year, covers a period of twelve months, beginning on January 1 andending on December 31 of each year (Company bylaws, Article 7).

Share Capital
Sartorius Stedim Biotech S.A.’s issued capital amounted to €18.4 million as of December 31, 2023, and was
divided into 92,180,190 shares, each with a calculated par value of €0.20, with 73.6% directly held bySartorius AG.

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Supplementary Information 6.1 Other Information of a Legal NatureSpecific Clauses in the Company Bylaws
Form of Shares
Shares may be in nominative or bearer form according to the shareholder's choice. These shares are entitledto be recorded in an account in accordance with French law (Company bylaws, Article 10).

Appropriation of Profits
The income statement that summarizes the income and expenses of the reporting year discloses bydifference, after deduction of amortization, depreciation and provisions, the profit for said reporting year. At
least 5% must be deducted from the annual profit reduced, where appropriate, by prior losses, to set up thelegal reserve. This deduction ceases to be obligatory when the legal reserve amounts to one tenth of the sharecapital. This obligatory deduction resumes when, for whatever reason, the legal reserve falls below this one
tenth. The distributable profit comprises the profit for the reporting year less prior losses and amounts
transferred to reserves, pursuant to French laws and the company bylaws, and increased by profit brought
forward. This profit is distributed among all shareholders in proportion to the number of shares each one holds.
The Annual General Shareholders' Meeting may decide to distribute amounts taken from reserves available to
it by expressly indicating the reserve from which the transfers are made. However, dividends are disbursed by
way of priority from the annual profit for the reporting year. Except for a reduction in capital, no distribution
may be made to shareholders when the equity falls below, or would consequently fall below, the amount of thecapital together with the reserves that French laws or the company bylaws do not permit to distribute.
Revaluation surplus is not distributable. It may be incorporated in full or part into the company's capital.
However, after transferring the amounts to the reserves, pursuant to French law, the Annual General
Shareholders' Meeting may transfer any amount it considers necessary to all available reserves, ordinary or
extraordinary reserves, or carry it forward (Company’s bylaws, Article 24).

Shareholders' Meetings (Company's Bylaws, Extract of Article 22)
Convening
Annual (or Ordinary) General Shareholders' Meetings are those convened to take all decisions that do not
result in a revision of the bylaws. Extraordinary General Shareholders' Meetings are those called to decide orauthorize direct or indirect revisions to the bylaws. Special Meetings bring together the holders of a specificclass of share to consider revisions to the rights of this class of share. Decisions made at the General Meetings
are binding for all shareholders, even those who are absent, dissenting or legally incapable or incapacitated.
General Meetings are convened by the Board of Directors or, by default, the independent auditors or a person
thus empowered. General Meetings are held at the registered office or any other place stated in the notice ofconvocation. The forms and timescale of the notice of convocation are governed by French laws.
AgendaThe notices and letters of call shall indicate the indications required by the law, particularly the agenda, thecompany electronic address where written questions of Shareholders may be sent and, eventually the mentionof the obligation to collect the opinion or the prior approval of the mass of securities Shareholders giving
access to the share capital.
The meeting may only deliberate on the matters placed on the agenda. It may, however, remove one or more
directors at any time.

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Supplementary Information 6.1 Other Information of a Legal Nature

One or more shareholders representing the percentage of share capital required by law may, under theconditions and time limits set forth by law, require the inclusion on the agenda of draft resolutions.
In accordance to the Articles R 225 - 71 to R 225 - 74 of the Commercial Code, requests made by the
Shareholders to register draft resolutions on the agenda and written questions are sent to the Headquarters
by registered letter with recorded delivery beginning on the publication of the Meeting announcement anduntil 25 days before the General Meeting, or in a delay of 20 days beginning on the publication of the Meetingannouncement, when this one is published more than 45 days before the General Meeting (date of receptionof the request by the company will be taken into account).
The request of a new item on the agenda must be motivated. The request to register draft resolutions isprovided with the text of draft resolutions, which may have a short explanation of reasons. These requests are
subject to justification of possession or representation of required Share capital, in accordance to regulatory
rules
If the meeting has been unable to make a valid decision due to a lack of the required quorum, the second
meeting and, where appropriate, the second meeting adjourned are called at least ten days in advance in thesame form as the first meeting
Admission to Meetings — Powers
Every shareholder has the right to attend General Meetings and to participate in the discussions, in person orby proxy, regardless of the number of shares held, on simple proof of identity and the ownership of shares. The
right to participate in a General Meeting is subject to the condition that the shares must be recorded, in thename of the shareholder or the shareholder's appointed broker, either in the nominative share accounts heldby the company or in the bearer share accounts held by the authorized broker, by zero hours, Paris time, on
the second working day prior to the meeting. The recording or registration of the shares in the bearer shareaccounts held by the authorized broker must be confirmed by a share certificate provided by the broker. This
share certificate must be attached to the postal voting form, the proxy form or the application for an admission
pass, issued in the name of the shareholder or on behalf of the shareholder represented by the appointed
broker. A certificate must also be supplied to shareholders who wish to attend the General Meeting in person
but who have not received an admission pass by zero hours, Paris time, on the second working day prior to themeeting.
A Shareholder may be represented by another Shareholder, his or her spouse or by the partner with who he or
she signed a Civil Partnership. Furthermore, he or she may be represented by any other moral or physicalperson of his choice in accordance to the Articles L. 225 - 106 to - 106 - 3 of the Commercial Code; in that aim,
the representative must present valid proof of proxy.
The legal representatives of shareholders who are legally incapable or incapacitated and individuals
representing corporate shareholders take part in meetings, whether or not they are shareholders.
All Shareholders may also have a postal voting, using a registration form and sent to the company according
to the law and regulations; to be acceptable this registration must be received by the company three days
before the date of the Meeting.
In case of remote voting using an electronic vote, or a proxy vote given by electronic signature, this vote ismade according to the conditions of the current regulations.
All legal documents relative to legal information for shareholders are made available to them at the registeredoffice of the company.

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Supplementary Information 6.1 Other Information of a Legal Nature

Board of Directors (Company Bylaws, Extract of Article15)
1. Subject to legal exemptions, the Company is directed by a Board of Directors composed of a minimum of
three members and a maximum of eighteen.
The composition of the Board of Directors is made with a balance number of men and women.
2. During the duration of the company’s existence, directors shall be appointed or renewed in office by theordinary general meeting. However, in case of merger, directors may be appointed by the extra-ordinary
general meeting deciding on the transaction.
3. Each director must, during his entire term of office, own at least one share.
4. Directors have a term of office of three years.
Directors’ duties shall cease at the end of the ordinary general meeting deciding on the accounts of thefinancial year elapsed, held in the year when the term of office of the director concerned expires.
Directors may be renewed in office. They may be removed from office at any time by the ordinary general
meeting.
5. No person may be appointed director if, having reached the age of 75, his appointment would result in
more than one third of the members of the board of directors exceeding that age. If that proportion isexceeded, the oldest director shall automatically be deemed to have resigned at the end of the ordinary
general meeting approving the accounts of the financial year when exceeded.
6. Directors may be individuals or legal entities. Directors who are legal entities are required, upon their
appointment, to appoint a permanent representative who is subject to the same conditions andobligations and who incurs the same liability as though personally a director, without prejudice to theseveral liability of the legal entity represented.
When the legal entity who is a director terminates the mandate given to its permanent representative, it
shall promptly notify the Company, by registered letter, of its decision as well as the identity of its new
permanent representative. The same applies in the event of death or resignation of the permanent
representative.
7. If one or more directors’ seats become vacant between two general meetings due to death or resignation,
the board of directors may proceed to make appointments on an interim basis so as to fill the seats on the
Board. These appointments must be made within three months of the vacancy, when the number of
directors has fallen below the minimum under the articles of association but without falling below thestatutory minimum.
Interim appointments made in this manner by the Board are subject to ratification by the next ordinary
general meeting. Failing ratification, the decisions taken or the acts accomplished shall nonethelessremain valid.
When the number of directors falls below the statutory minimum, the directors remaining in office are
required to immediately call an ordinary meeting so as to fill the vacant seats on the Board.
A director appointed in replacement of another shall only remain in office for the remaining term of officeof his predecessor.

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8. Directors who are individuals cannot concomitantly hold more than five seats on the board of directors or
supervisory boards of Sociétés Anonymes having their registered office in metropolitan France, subject tothe exceptions provided by law.
9. A Company employee may not be appointed a director unless his employment agreement corresponds toeffective employment. He shall not lose the benefit of his employment agreement. The number of
directors bound to the Company by an employment agreement may not exceed one third of the directors
in office.
10. In accordance with the applicable law, there shall be one director representing employees when thenumber of directors is equal to or less than 8. The director representing employees is:▪ elected by the employees of the company and its direct or indirect subsidiaries which have theirregistered office located in France under the conditions provided in this article, or▪ appointed by the trade union organisation that obtained the most votes during the first round of
the elections mentioned in Articles L. 2122 - 1 et L. 2122 - 4 of the French Labour Code in the
Company and its direct or indirect subsidiaries which have their registered office located on
France, or▪ appointed by the works council.
When the number of directors is more than 8, a second director representing employees is:▪ elected by the employees of the company and its direct or indirect subsidiaries which have theirregistered office located in France, or▪ appointed by the trade union organisation that obtained the most votes during the first round of
the elections mentioned in Articles L2122 - 1 et L2122 - 4 of the French Labour Code in the
Company and its direct or indirect subsidiaries, of which the registered offices are located in
France, or▪ appointed by the works council; or▪ appointed by the European works committee.
The absence of the appointment of one or more directors representing employees in application of theapplicable law and the present constitution shall not entail the invalidity of the deliberations of the board of
directors.
11. Directors representing employees are not included in the minimum number and maximum number of
directors specified in Articles L.225 - 17 and L.225 - 18 - 1 of the French Commercial Code.
12. Directors representing employees must have an employment contract with the Company or with one ofits direct or indirect subsidiaries which have their registered office located in France predating their
appointment by at least two years and relating to an actual employment.
13. Directors representing employees are elected for 3 years. The term of office of the director thus appointed
shall end during the ordinary shareholder‘s Meeting of the closing of the accounts, held the year of the endof the term of the office.

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Supplementary Information 6.1 Other Information of a Legal Nature

14. The termination of the employment contract shall end the office of the directors representing employees.
Directors representing employees may not be dismissed other than for fault in the performance of theiroffice by order of the judge of the Tribunal Judiciaire territorially competent, ruling by way of summary
proceedings at the request of the majority of the members of the board of directors.
15. In the event of vacancy of an office of a director representing employees due to death, resignation,
dismissal, breach of employment contract or for any reason whatsoever, the vacant office shall be filledpursuant to Article L.225 - 34 of the French Commercial Code.
Organization and Management of the Board of Directors (Company Bylaws, Article 16)
1. The Board of Directors elects a Chairman from among its members who are individuals and determines his
remuneration. It sets the duration of the Chairman’s term of office, which may not exceed his office as
director.
2. No person may be appointed Chairman of the Board of Directors if over the age of 75. If the Chairman inoffice exceeds that age, he shall be deemed to have automatically resigned.
3. The Chairman represents the Board of Directors. He organizes and directs its work, and reports on it to thegeneral meeting. He ensures the proper operation of the Company’s decision-making bodies and ensures,in particular, that the directors are themselves in a position to fulfill their duties.
4. In case of absence or impediment affecting the Chairman, the Board of Directors appoints an acting
Chairman of the meeting.
5. The Board of Directors appoints a secretary who may be chosen, either from among the directors or
outside them. The secretary shall be replaced by simple decision of the Board.
Meetings and Decisions of the Board (Company Bylaws, Article 17)
1. The Board of Directors meets, upon the call of its Chairman, as often as required by the interest of theCompany. However, directors representing at least one third of the members of the Board of Directors
may, by precisely indicating the meeting’s agenda, call a Board if it has not met within the last two months.
The CEO, if not chairing the Board of Directors, may request the Chairman to call a Board meeting with a
specified agenda.
2. The meeting shall take place at the registered office or in any other location indicated in the notice of call.
The call to meeting, indicating the agenda, should be sent at least 7 days beforehand by letter, telegram,telex or fax. The call may be verbal and the meeting may be held immediately if all of the directors are inagreement.
3. For the Board of Directors to validly deliberate, at least one half of the directors are required to be present
or represented.
The Board’s decisions are taken at a majority of the members present or represented.
The acting Chairman has a casting vote.
4. An attendance sheet shall be held and signed by directors participating in the Board meeting.

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Supplementary Information 6.1 Other Information of a Legal Nature

5. The internal regulations established by the Board of Directors may provide that directors participating in a
Board meeting by videoconference in accordance with the applicable regulations are deemed present forthe purposes of calculating quorum and majority.
This provision shall not apply for the adoption of the following decisions:▪ appointment, remuneration, removal of the Chairman, CEO and deputy CEO;▪ closing of annual accounts, consolidated accounts and preparation of management report andreport on the management of the group.
6. The Board of Directors’ deliberations are recorded in minutes held in accordance with the applicable laws.
The minutes are signed by the acting Chairman and by one or two directors.
Copies or excerpts of the minutes of the Board of Directors’ deliberations shall be validly certified by the
Chairman or by the CEO.
Powers of the Board of Directors (Company Bylaws, Article 18)
1. The Board of Directors determines the Company’s business guidelines and ensures that they are
implemented. Subject to the powers expressly granted by law to shareholders’ meetings and within thelimit of its corporate objects, it deals with any matter relating to the proper running of the Company andby its deliberations governs the affairs of the company.
In its dealings with third parties, the Company is bound even by acts of the Board of Directors that areoutside its corporate purpose, unless it can prove that the third party knew that that act was ultra vires or
could not reasonably have been unaware thereof in view of the circumstances, it being specified that mere
publication of the articles of association does not suffice to establish proof thereof.
2. The Board of Directors shall carry out any controls and verifications it deems appropriate.
Each director shall receive the information necessary to the performance of his duties and may obtain all
documents he considers useful from the General Management.
3. The Board of Directors may give all delegations of authority to the representatives of its choice within thelimit of its authority under the law and under these articles of association.
The Board may decide on the creation of review committees in charge of studying the issues that theBoard or its Chairman submits to it.
General Management (Company Bylaws, Article 19)
Mode of Operation
In accordance with Article L. 225 - 51 - 1 of the Commercial Code, the Company’s General Management isensured, under his responsibility, either by the Chairman of the Board of Directors or by any other individual
appointed by the Board of Directors with the title of CEO.
The choice between these two modes of operation of General Management is made by the Board of Directors.
The Board’s decision concerning the choice of mode of operation of General Management is taken by majority
vote of the directors present or represented. Shareholders and third parties are informed of the choice madeby the Board of Directors under the conditions set forth by the applicable regulations.

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Supplementary Information 6.1 Other Information of a Legal Nature

The Board of Directors may modify the option chosen at any time.
A change in the mode of operation of General Management shall not entail any modification of the articles ofassociation.
Depending on the mode of exercise chosen by the Board of Directors, the Chairman or a CEO shall ensure,under his responsibility, the General Management of the Company.
The CEO is appointed by the Board of Directors, which sets the duration of his term of office, determines his
remuneration and, as applicable, the restrictions on his powers.
For the performance of his duties, the CEO must be under the age of 75. When this age limit is exceeded
during the course of his term of office, the CEO shall be deemed to have automatically resigned and a new
CEO shall be appointed.
The CEO may be removed from office at any time by the Board of Directors. Removal of a CEO who is not also
the chairman may give rise to damages if decided without valid cause.
Powers of the CEO (Scope and Limitation)
The CEO is vested with the broadest powers to act in all circumstances on behalf and in the name of theCompany. The CEO shall exercise these powers within the limit of the corporate objects, and subject to thepowers expressly granted by law to shareholders’ meetings and to the Board of Directors. The CEO represents
the Company in its dealings with third parties. The Company is bound even by those acts of the CEO that areoutside its corporate objects, unless it can prove that the third party knew that that act was ultra vires or could
not reasonably have been unaware thereof in view of the circumstances, it being specified that mere
publication of the articles of association does not suffice to establish proof thereof.
As the functions of Chairman of the Board of Directors and Chief Executive Officer are combined, the Boardof Directors has enacted an internal regulations to ensure the balance of power. According to such internal
regulations, the CEO and/or deputy CEO (s)cannot make certain decisions without the Board of Directors
prior authorisation.

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Supplementary Information 6.1 Other Information of a Legal Nature

More precisely, the following decisions shall require the prior authorisation of the Board of Directors before
being implemented by the CEO and/or deputy CEO(s):Internal Regulations of the Board of Directors (Extract)
1. Investments, Financinga) Determination of the corporate and financial plan as well as amendment of this plan if the impact on the
EBIDTA plan is more than 5%.
b) Taking out of loans that are not included in the established corporate and financial plan according to
Article 2, No. 1 a), and the nominal amount of which exceeds fifty million euros (in an individual case or
taken together with comparable measures), as well as granting of loans. Prolongation of existing financial
liabilities and loans as well as those between Affiliate companies are exempted from this rule.
c) Provision of sureties, guarantees or other securities for third parties that go beyond the ordinary scope ofbusiness. Affiliate companies are not third parties.
2. Business Activities, Investmentsd) Engaging in new business activities and relocating business activities by more than 50km insofar as thisaffects more than 50 employees; establishing and closing sites where more than 50 employees areconcerned.
e) Formation, capitalization, acquisition, sale, encumbrance and dissolution of affiliated companies orshareholdings, provided that the value of the measure exceeds five million euros or more than 50
employees are affected.
3. Human Resourcesf) The conclusion of employment contracts for new employees requires the approval of the Board of
Directors, after receiving the Remunerations and Nominations Committee’s assent, if the annual
remuneration including variable components exceeds three hundred fifty thousand euros.
g) The approval of severance pay upon the termination of employment contracts of managers (within themeaning of the legal regulations to be applied locally), provided that this exceeds twice the annual
remuneration including the variable components, shall require the approval of the Board of Directors, after
receiving the Remunerations and Nominations Committee’s assent.
h) Adoption or acceptance of pension plans, pension commitments or changes to pensions requires theapproval of the Board of Directors, after receiving the Remunerations and Nominations Committee’s
assent.
4. Contractsi) The acquisition, sale or encumbrance of land, property and leasehold rights and similar rights thereto as
well as real estate rights if the amount exceeds five million euros in each individual case.
j) The conclusion, material change and termination of contracts whose volume accounts for more than 5%of the planned EBITDA of the Sartorius Group and are not provided for in the corporate and financial plan
according to Article 2, No. 1 a).
k) Consultancy contracts of any kind that give rise to financial liabilities of more than five hundred thousand
euros per financial year and that are not provided for in the corporate and financial plan according to
Article 2, No. 1 a).
5. Litigationl) Initiation of proceedings before national courts or arbitration tribunals where the value of the amount in
dispute is more than one million euros, and settlements in such proceedings.

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Supplementary Information 6.1 Other Information of a Legal Nature

6. Miscellaneousm) Donations for charitable purposes as far as the total volume exceeds an amount of two hundred fifty
thousand euros in the financial year.
n) Transactions or measures that go beyond the ordinary scope of business.
Additionally, in order to reinforce the balance of power and the prevention of conflict of interest, within his office ofBoard Membership, each Director must ensure that there is not conflict of interest against the company.
To that end, the Charter sets out the rights and obligations of the Directors. It is delivered to each new Director
when he takes up office. Each Director undertakes to be bound by and put into practice the rules containedin the Charter.
Charter of the Board’s Members (Annexed to the Internal Regulation)
1. Knowledge of Rights and Obligations
Before accepting office, each Director must ensure that he has acquainted himself with the laws andregulations relating to his function as Director, the articles of association of the Company, this Charter and theoperating rules of the Board of Directors as described in its Internal Regulations.
Each Director may at any time consult the Secretary of the Board of Directors on the meaning of such rules
and regulations and the rights and obligations of his function as Director.
2. Shareholder Representation
The Board of Directors collectively represents all of the shareholders and must act in all circumstances in thecorporate interests of SARTORIUS STEDIM BIOTECH.
Whatever the manner of his appointment, each Director must act in all circumstances in the corporate
interests of SARTORIUS STEDIM BIOTECH and represent the body of shareholders.
3. Directors’ Shares in the Company
Each Company’s Director must hold in his personal capacity at least one share of the Company, in accordancewith article 6 of the articles of association.
4. Corporate Values
Excellence, Pride, in living an exceptional adventure together at SARTORIUS STEDIM BIOTECH, Respect and
Loyalty, Team Spirit and Business Spirit are the values practiced daily by the Company.
Directors of SARTORIUS STEDIM BIOTECH must adhere to these values, respect and defend them.
5. Conflicts of Interest
Directors must, as soon as they are aware of any conflict of interest situation or potential situation, inform theBoard of Directors and abstain from taking part in any discussions or voting on related matters.
If any conflict of interest becomes permanent, the relevant Director must offer his resignation.
6. Information
Directors are obliged to inform themselves and ensure that they obtain in good time all information necessary
for the performance of their duties. Directors must in particular within the necessary time frame, request fromthe Chairman of the Board of Directors such information as they consider necessary to be able to contributeto the debate on items included on the agenda of the Board meeting.
Conversely, it should be recalled that the Chairman of the Board of Directors is obliged to ensure that
Directors are properly informed to enable them to carry out their mission.
7. Duty of Care
Each Director must dedicate the necessary time and attention to his duties and, when accepting a new
appointment, ask himself whether this appointment will allow him to satisfy that duty.

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Supplementary Information 6.1 Other Information of a Legal Nature

In all events, each Director, whether a natural person or standing representative of a legal entity, must comply
with the laws, regulations and provisions of the articles of association (article 6) relating to multiple
directorships.
8. Duty of Regular Attendance (or Regular Attendance)
Each Director must, unless it is actually impossible for him to do so, attend all Board meetings and, in respectof those Committees of which he is a member, Committee meetings as well as all General Meetings.
9. Insider Dealing (or Privileged Information)
Each Director shall refrain from carrying out any transactions on SARTORIUS STEDIM BIOTECH securities if
he holds, by virtue of his office, to any information that has not yet been made public.
He also undertakes to comply with the internal rules of the Company relating to the use or communication ofprivileged information and with all applicable laws and regulations.
He shall report to the Secretary of the Board any difficulties encountered in applying this rule.
10. Professional Secrecy
With respect to non-public information acquired during the course of his duties, each Director (ofSARTORIUS STEDIM BIOTECH) must consider himself bound by an absolute obligation of secrecy whichgoes beyond the duty of discretion imposed by article L. 225 - 37 para 6 of the Code de Commerce relating to
information of a confidential nature and presented as such by the Chairman of the Board of Directors.
Deputy Chief Executive Officers (Deputy CEOs)
Upon the motion of the CEO, whether this position is filled by the Chairman of the Board of Directors or byanother person, the Board of Directors may name one or more individuals with responsibility for assisting the
CEO with the title Deputy Chief Executive Officer (Directeur Général Délégué).
The maximum number of Deputy CEOs may not exceed five.
In agreement with the CEO, the Board of Directors shall determine the scope and the extent of the powers
granted to the Deputy CEO and set their remuneration.
As regards third parties, the Executive Vice Presidents or the Executive Vice Presidents have the same powers
as the CEO.
Upon the cessation of his duties or in case of impediment affecting the CEO, the Deputy CEOs shall retain,
unless otherwise decided by the Board of Directors, their office and authority until the appointment of a new
CEO.
The CEO may be removed from office at any time by the Board of Directors. Removal of a CEO who is not also
the chairman may give rise to damages if decided without valid cause.
Conditions for the Exercise of Voting Rights — Majority Quorum
At Annual and Extraordinary General Meetings, the quorum is calculated on the basis of the shares comprising
the share capital and, in Special Meetings, on the basis of all the shares of the class concerned, net of shares
not entitled to voting rights by virtue of the law.
In the event of postal voting, only the forms received by the company prior to the meeting will be consideredwhen calculating the quorum, under the conditions and timeframe set by the decree.
The right to vote conferred to shares is proportional to the capital they represent. With an equal par value,
every share in capital or income right carries the right to one vote.

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Supplementary Information 6.1 Other Information of a Legal Nature

In the event that the shares are pledged, the voting right is exercised by the holder of the securities. The issuing
company may not validly vote with shares subscribed, acquired or taken in pledge by it; these shares are nottaken into account to calculate the quorum.
The voting takes place and the votes are cast by show of hands, or by those sitting and standing, or by roll call,as decided by the officers of the meeting.
Further Information on Voting Rights
There is no limit in the bylaws on voting rights.
A double voting right is conferred to the holders of registered shares that are fully paid up and that have beenregistered in the name of the same holder for at least four years.
In the event of conversion to bearer form, the converted share immediately forfeits its double voting right. In
the event of a capital increase by incorporation of reserves, profits or share premium, this double voting rightapplies to new shares issued and allocated free of charge to a shareholder on the basis of existing shares that
already carry this right. This revision to the bylaws was unanimously passed by the General Shareholders’Meeting in an extra-ordinary session on August 24, 1994. It may be cancelled by a General Shareholders'Meeting convened in an extraordinary session and after ratification by a Special Meeting of the beneficiaryshareholders.
As of December 31, 2023, Sartorius AG has held 73.6% of the Stedim Biotech S.A.'s share capital and 84.6% of
the voting rights outstanding. The remaining 26.4% of Stedim Biotech S.A. shares are in free float,
corresponding to 15.4% of the voting rights outstanding.
The Annual General Shareholders' Meeting is held at least once a year, within six months of the year end, toconsider the financial statements of that year, subject to an extension of this timeframe by a legal decision. The
Annual General Shareholders' Meeting may only validly deliberate, upon the first convocation, if theshareholders present — represented or voting by post — hold at least one quarter of the shares with a right tovote. No quorum is required upon the second convocation. The meeting decides on the basis of the majorityof votes held by shareholders present or represented, including shareholders voting by post.

Shareholders’ Agreement
None

Crossing Legal Thresholds
Any shareholder whose shareholdings cross the legal thresholds defined by French law, either upwards or
downwards, must declare said crossing by notification of the Autorité des Marchés Financiers, pursuant to thelaw in force. The bylaws of the company do not provide for any additional threshold declarations. There wereno cross threshold declared in 2023.

Identification of Shareholders
Within the legal and regulatory framework, the company is authorized to seek the identity of bearer
shareholders.

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Supplementary Information 6.1 Other Information of a Legal Nature

Payment of Dividends
The Annual General Shareholders' Meeting has the power to give every shareholder, for all or part of a dividend
payable, the option of receiving this dividend in shares, as provided by French law, or in cash.
The terms of the payment of the dividend in cash are set by the General Meeting or, by default, the Board of
Directors. Cash dividends must be paid within a maximum of nine months after the end of the reporting year,
unless this timeframe is extended by legal authorization. However, this profit may be distributed as an interim
dividend prior to the approval of the annual financial statements when a balance sheet prepared during or at
the end of a financial year and certified by the independent auditors discloses that the company has realized aprofit since the close of the previous financial year, after recognition of the necessary amortization, depreciationand provisions, as well as after deduction, where relevant, of prior losses and amounts to be transferred to thereserves, as required by French laws or the company bylaws. These interim dividends may not exceed the profit
thus defined. No reimbursement of dividends may be required from shareholders unless the distribution wasmade in violation of legal provisions and the company determines that the beneficiaries were aware of theillegality of this distribution at the time it occurred or could not ignore this nature of the dividends. Where thisoccurs, the shares in reimbursement are time-barred three years after the payment of these dividends.
Dividends not collected within five years of their payment are time-barred (Company bylaws, Article 25).

Financial Score
None

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Supplementary Information 6.2 Other Information on the Assets, Financial Position and Results for the Group

6.2 Other Information on the Assets,
Financial Position and Results for theGroup
Major Contracts1
Several service agreements were entered into between entities of the divisions of the Sartorius Group andSartorius Stedim Biotech Group, in order to enable the entities from both divisions to benefit from certain
general administrative services under the same terms.
Among these service agreements, the service agreement with the highest volume and importance is in place
between Sartorius Stedim Biotech GmbH and Sartorius Corporate Administration GmbH, a 100% subsidiaryof Sartorius AG. Sartorius Corporate Administration GmbH provides general administrative services toSartorius Stedim Biotech and the other entities of the Sartorius Group. Such services include, among others,
accounting, treasury management, payroll accounting for human resources, IT systems and legal services.
Sartorius Corporate Administration GmbH invoices its services on the basis of the internal and external costs
incurred plus a margin of 3%. The services invoiced by Sartorius Corporate Administration GmbH to Sartorius
Stedim Biotech GmbH in 2023 totalled €96.2 million against €91,8 million in 2022.
Furthermore, Sartorius Stedim Biotech SA is financed through its parent company Sartorius AG and its
affiliates. In 2023 Sartorius Stedim Biotech raised an additional unsecured loan amounting to €3 billion tofinance the acquisition of Polyplus. On Sartorius AG level this transaction was financed via the placement of abond through its affiliate Sartorius Finance B.V. The terms and conditions (terms: 3 - 12 years; interest rates:
4.25%- 4.875%) of the bond are passed through to Sartorius Stedim Biotech SA. In addition, Sartorius Finance
B.V. and Sartorius AG are charging a treasury fee to cover the incurred costs plus margin and to compensate
the granted guarantees. This treasury fee was calculated by an external consultant and is considering thearms’-length-principle. In 2023 an amount of €40,4 million was charged as interest expense and an amount of€0.5 million as treasury fee. For further details refer to the Notes to the Consolidated Financial Statements.
Apart from the above-mentioned service agreements, there are no other contracts with material obligations
or commitments that have been concluded outside the ordinary course of the company's business or to whicha member of the Sartorius Stedim Biotech Group is a party.
The strategy of the Sales and Marketing organization within the Sartorius Stedim Biotech Group towards
customers is to create valuable long-term relationships. Therefore, for example, key account management
endeavours to conclude long-term framework contracts with customers. As a total solution provider, Sartorius
Stedim Biotech strives to use such contracts to cover the entire product portfolio of Sartorius Stedim Biotechthat fits into the validated processes of the customer.

1 Please refer to section 44 on related parties

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Supplementary Information 6.3 Special Report of the Statutory Auditors on Related Party Agreements

6.3 Special Report of the Statutory
Auditors on Related Party Agreements
General meeting of Shareholders to approve the financial statements for the year ended 31 December 2023
To the Shareholders of Sartorius Stedim Biotech S.A.,
As statutory auditors of your company, we present to you our report on related party agreements.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions
including the reasons justifying their benefit to the company, of the related party agreements that we havebeen informed of or that we may have identified in the performance of our engagement. We are not required
to comment as to whether they are beneficial or appropriate or to ascertain the existence of any suchagreements. It is your responsibility, in accordance with article R. 225-31 of the French commercial code(‘Code de Commerce’), to evaluate the benefits resulting from these agreements prior to their approval.
In addition, we are required, where applicable, to inform you in accordance with article R. 225-31 of the Frenchcommercial code concerning the implementation, during the year, of the agreements already approved by
the general meeting of shareholders.
We performed those procedures which we considered necessary to comply with professional guidance issued
by the French national auditing body (‘Compagnie nationale des commissaires aux comptes’) relating to thistype of engagement.

Related Party Agreements Submitted for Approval by
the General Meeting of Shareholders
Related party agreements authorized and concluded during theprevious accounting period
We hereby inform you that we have not been advised of any agreements authorized and concluded during
the previous accounting period to be submitted to the general meeting of shareholders for their approval inaccordance with article L. 225-38 of the French Commercial Code.

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Supplementary Information 6.3 Special Report of the Statutory Auditors on Related Party Agreements

Related Party Agreements Already Approved by theGeneral Meeting of Shareholders
We hereby inform you that we have not been advised of any agreements already approved by the general
meeting of shareholders and which continued during the previous financial year.

Marseille, on the 9 February 2024
The Statutory Auditors
French original signed by
KPMG Audit
Department of KPMG S.A.

Deloitte & Associés

Nicolas BLASQUEZ

Philippe BATTISTI

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Supplementary Information 6.4 Information on the URD and the Annual Financial Report

6.4 Information on the URD
and the Annual Financial Report
Declaration of Responsibility for the Universal
Registration Document and the 2023 Annual
Financial Report
I hereby certify, that the information contained in the present Universal Registration Document is, to the bestof my knowledge, in accordance with the facts and makes no omission likely to affect its import.
I certify, to the best of my knowledge, that the financial statements have been prepared in accordance withapplicable accounting standards and give a fair view of the assets, liabilities and financial position and profit orloss of the company and all the activities included in the consolidation, and that the management reportenclosed presents a fair review of the development and performance of the business and financial position of
the company and of all the activities included in the consolidation as well as a description of the main risks anduncertainties to which they are exposed.
I have received a completion letter from the auditors stating that they have audited the information containedin this Universal Registration Document about the financial position and financial statements and that they
have read this document in its entirety.
February 15, 2024

René Fáber
CEO

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Supplementary Information 6.4 Information on the URD and the Annual Financial Report

Table of Reconciliation
The cross-reference table identifies the main information required by the Delegated Regulation No. 2019/980
of the European Commission dated March 14, 2019 (the "Regulation"). The table indicates the pages of this
Universal Registration Document where is presented the information related to each item.
ltems of the Annex I of the Regulation

Pages

1.

Persons Responsible, Third-party information, experts' reports and competent authority
approval

1.1.

lndication of persons responsible

1.2.

Declaration by persons responsible

248

1.3.

Statement or report attributed to a person acting as an expert

N/A

1.4.

Information sourced from third parties

N/A

1.5.

Approval statement of the competent authority

2.

Statutory Auditors

2.1.

Names and addresses of the auditors

2.2.

lndication of the removal or resignation of auditors

3.

Risk factors

4.

Information about the issuer

4.1.

The legal and commercial name of the issuer

5, 221

4.2.

The place and the number of registration

5, 221

4.3.

The date of incorporation and the length of life of the issuer

221

4.4.

The domicile and legal form of the issuer, the legislation under which the issuer operates, its
country of incorporation, and the address and telephone number of its registered office

221

5.

Business Overview

5.1.

Main activities

21 – 225.1.1.

Nature of the issuer's operations and its principal activities

21 – 29

5.1.2.

New products

22

5.2.

Main markets

21, 27 – 29, 66-68

5.3.

The important events in the development of the issuer's business

5.4.

Strategy and objectives

5.5.

Dependence on patents or licenses, industrial, commercial or financial contracts or new
manufacturing processes

5.6.

Basis for statements made by the issuer regarding its competitive position

5.7.

Investments

5.7.1.

Principal investments realized

5.7.2.

Principal investments in progress or for which firm commitments have already been made5.7.3.

Participation in joint ventures and undertakings

5.7.4.

Environmental issues that may affect the utilization of the tangible fixed assets

6.

Organizational Structure

6.1.

Brief description of the Group149 - 152

6.2.

List of significant subsidiaries

151 - 152

7.

Operating and Financial Review

7.1.

Financial condition

7.1.1.

Rereview of the business' development and its financial position in historical interim periods

30 – 34, 135 – 136

7.1.2.

The issuer's future development and its activities in the fields of research and development

25 – 26, 34 - 35

7.2.

Operating results

7.2.1.

Significant factors materially affecting the issuer's income from operations

7.2.2.

Disclosure of material changes in net sales or revenues

8.

Capital Resources

8.1.

Issuer’s capital resources

8.2.

Sources and amounts of the issuer's cash flows248

578, 132 - 133
N/A
49 - 65

19, 21 - 24
21 - 2655
27 - 2935, 160 - 164
25
19, 148 - 151
43 - 48

137

33, 135
27 – 29, 30 - 33
30 – 34, 135 - 136
12, 71 – 74, 169 – 170,
209 - 210
36 – 39, 138
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Supplementary Information 6.4 Information on the URD and the Annual Financial Report

ltems of the Annex I of the Regulation

Pages

8.3.

Information on the borrowing requirements and funding structure

8.4.

Restrictions on the use of capital resources

8.5.

Anticipated sources of funds

178, 193

9.

Regulatory environment

23, 59

10.

Trend information

10.1.

The most significant recent trends in production, sales and inventory, and costs and selling prices
since the end of the last fiscal year, and the significant change in the issuer's financial or trading
position21, 27 – 34, 154 – 155,
204

10.2.

Known trends, uncertainties, demands, commitments or events that are reasonably likely to havematerial effect on the issuer's prospects

21, 25 – 26, 193

11.

Profit Forecasts or Estimates

11.1.

Statement on the correctness of a forecast included in the prospectus

11.2.

Statement setting out the principal assumptions upon which the issuer has based its forecast or
estimate

11.3.

Preparation of the forecast or estimate

12.

Administrative, Management and Supervisory Bodies and Senior Management

12.1.

Composition - statements

82 - 112

12.2.

Conflicts of interests

96 - 97

13.

Remuneration and Benefits

13.1.

Remuneration and benefits in kind

13.2.

Pension, retirement or similar benefits

14.

Board Practices

14.1.

Current terms of office

14.2.

Contracts providing benefits upon termination of employment

14.3.

Information about Audit and Remuneration Committee

14.4.

Statement related to corporate governance

14.5.

Potential material impacts on the corporate governance including future changes in the board
and committees’ composition

15.

Employees

15.1.

Number of employees

2, 193

15.2.

Shareholdings and stock options

71 - 73

15.3.

Arrangements involving the employees in the capital of the issuer

16.

Major Shareholders

16.1.

ldentification of the main shareholders

71

16.2.

Voting rights

72

16.3.

Ownership and control

16.4.

Arrangements which may result in a change in control of the issuer

17.

Related party transactions

18.

Financial Information concerning the issuer's assets and liabilities, financial
position and profits and losses

18.1.

Historical financial information and Statement indicating that the historical financial information
has been audited

18.2.

Interim and other financial information

18.3.

Auditing of historical annual financial information

196 – 201, 215 - 219

18.3.1.

Statement indicating that the historical financial information has been audited

196 – 201, 215 - 219

18.3.2. Indication of other information which has been audited
18.3.3. Source of the data when financial data in the registration document is not extracted from theissuer's audited financial statements
18.4.

Pro forma financial information

18.5.

Dividend policy

18.6.

Legal and arbitration proceedings

18.7.

Significant change in the issuer's financial or trading position

19.

Additional Information

19.1.

Share capital

36 – 40, 138, 147
N/A

66 - 69
66 - 69
25 – 26, 66 - 69

118 - 132122
82 - 93
96 – 97, 102
106 - 109
112 - 113
100 - 103

73

72
N/A
192 - 194

2, 80
25 – 26, 30 - 34

199, 217
N/A
N/A
15, 70, 170, 213 – 214, 234
60
36 – 40, 137 - 139
71 - 73
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Supplementary Information 6.4 Information on the URD and the Annual Financial Report

ltems of the Annex I of the Regulation
19.1.1.

Amount of issued capital

19.1.2.

Shares not representing capital

19.1.3.

Shares held by or on behalf of the issuer itself

19.1.4.

Convertible securities, exchangeable securities or securities with warrants

Pages
71 – 73, 169 – 170,
209 - 21073
72, 222N/A

19.1.5. Information about and terms of any acquisition rights and/or obligations over authorized but
unissued capital or an undertaking to increase the capital

72 – 73, 76

19.1.6. Information about any capital of any member of the Group which is under option or agreed
conditionally or unconditionally to be put under option and details of such options including
those persons to whom such options relate

72 – 73, 76

19.1.7.

History of share capital

19.2.

Memorandum and articles of association

19.2.1.

Description of issuer's objects and purposes

19.2.2. Description of the rights, preferences and restrictions attaching to each class of the existing
shares71 - 72221
221 - 230
221, 234

19.2.3. Description of any provision that would have an effect of delaying, deferring or preventing achange in control of the issuer

233

20.

Material Contracts

235

21.

Documents on display

222

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Supplementary Information 6.5 Glossary

6.5 Glossary
Industrial | Product-specific Terms
Antibody drug conjugates (ADC)
New class of highly potent biological drugs built by attaching a small molecule anticancer drug or anothertherapeutic agent to an antibody, with either a permanent or a labile linker
Bags, single-use
Plastic disposable bag used in bioreactors and for storing liquids, such as culture media, intermediate products
and biopharmaceuticals
Biopharmaceuticals, also biologics or biological medical drugs
Any pharmaceutical drug products manufactured using biotech means and genetically modified organisms
Bioprocessing technology
Covers the process engineering aspects of biotech manufacturing operations. Such aspects include generalplanning and implementation of a production process, its monitoring and control, and all technologies
required for these purposes
Bioreactor
In English-speaking countries, a bioreactor is used as a vessel for cultivating animal or human cells in a culture
medium. In non-English-speaking countries, this term is also used synonymously with “fermentor” that is asystem in which microorganisms (bacteria, yeast, fungi) multiply. In any case, these vessels are used to obtaincells, parts of these or one of their metabolites.
CAR T cells
New class of highly effective biopharmaceuticals used in cell and gene therapy in which the patient’s own
T cells are collected from the blood and genetically modified so that they can identify and destroy cancer cells
Cell culture media
Growth media that provide cells and organisms the nutrients needed to support their propagation in cultures
Cell line technology
Covers various technologies used within the scope of analytical and process steps to develop stable andproductive cell lines
Chromatography
A key process step for downstream processing of active pharmaceutical ingredients of biopharmaceuticals;
this step isolates the product from fermentation or cell culture broth (known as “capture“) and covers
subsequent purification steps (referred to as “polishing”)
Downstream processing
Collective term for the various steps that follow fermentation or cell cultivation in the production ofbiopharmaceuticals; for example separation, purification and concentration
EMA — European Medicines Agency
European Union agency for the evaluation of medicinal products.

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Supplementary Information 6.5 Glossary

FDA — Food and Drug Administration
U.S. governmental agency responsible for monitoring foods and biotechnological, medical, veterinary andpharmaceutical products.
Fermentation
Technical process used to produce or transform intra- or extracellular substances with the help of
microorganis
Fluid management technologies
Technologies and systems for use in handling sensitive biological liquids; for example single-use bags for the
preparation, storage and transport of biopharmaceutical solutions, intermediates and final bulk productsLife sciences
Collective term for all natural sciences dealing with the study of processes or structures of living organisms orin which such organisms are involved. This term is often commonly used in relation with application-oriented
fields of science that focus on manufacturing pharmaceuticals using biotechnology.
Liquidity provider
Investment service provider that is mandated by an issuer to improve the liquidity of shares
Market Abuse Regulation (MAR)EU Regulation that aims to increase market integrity and investor protection by preventing insider dealing,
the unlawful disclosure of inside information and market manipulation (market abuse) on European financial
markets
Membrane chromatography
Selective separation of mixtures of substances by adsorption to specifically modified membranes (membraneadsorbers) in a flowing system
Membrane (filter)Thin film or foil made of polymers;because of its porous structure, this film is used as core component for all
filtration applications.
Monoclonal antibodies
Synthetic antibodies that are increasingly being used in medical diagnosis and treatment
Purification
In downstream processing, a step covering all process technologies used after cell harvesting to further
separate an active pharmaceutical compound from other components present in fermentation or cell culture
broth in order to obtain a pure and concentrated final productSingle-use | Reusable productIn biopharmaceutical production, the term “single-use” defines an item intended to be used only one time.
Such an item consists of plastic and is disposed of after use. By contrast, reusable products are made ofstainless steel or glass and entail time and effort to clean them afterwards for repeated use.
Upstream processing
Upstream processing is defined as the entire process from early cell isolation and cultivation, to cell banking
and culture expansion of cells until final harvesting. It refers to the part of the bioprocess in which cells or celllines are grown in bioreactors (see bioreactor).

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Supplementary Information 6.5 Glossary

Validation
Systematic checking of essential steps and facilities in research and development and in production, including
testing pharmaceuticals, to ensure that the products manufactured can be made reliably and reproducibly inthe desired quality

Business | Economic Terms
Amortization
Amortization relates exclusively to potential reductions in the value of goodwill and the allocation of thepurchase price to intangible assets acquired as carried out in accordance with IFRS 3.
CAPEX ratio
Investment payments in relation to sales revenue for the same period
Cash pooling agreements
The term “cash pooling” or “liquidity bundling” refers to intra-group liquidity balancing by a central financial
management system, usually assumed by the parent company of a group, which withdraws excess liquidityfrom the group companies or offsets liquidity shortfalls by loans. It is an element of cash management.
Cash flow
Cash balance of inflows and outflows of funds, representing the operating activities of an organization.
Alternative: Difference between the available cash at the beginning of an accounting period and that at theend of the period
Constant currencies; currency-adjusted
In the presentation of figures, identical exchange rates are used for each of the comparative periods.
Derivative financial instruments
Instruments for hedging against the risks of changes in market prices in foreign currencies
EBIT
Earnings before interest and taxes
EBIT margin
Ratio of EBIT (see EBIT) to sales revenue
EBITDA
Earnings before interest, taxes, depreciation and amortization.
EBITDA margin
Ratio of EBITDA (see EBITDA) to sales revenue
Equity ratio
The ratio of equity to the balance sheet total
Extraordinary items
Extraordinary items essentially cover one-time expenses for corporate projects and integration andacquisition related items.

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Supplementary Information 6.5 Glossary

Factoring program
Sale of trade receivables to a bank or a financial service institute
Fixed assets
Sum of intangible assets, property, plant and equipment and financial assets
Free float
Shares of a public company that are freely available to the investing public
Goodwill
Difference between the price paid for a company or business and its net assets. Goodwill is a form of intangible
asset.
Normalized financial result
Financial result excluding fair value adjustments of hedging instruments and currency effects relating tofinancing activities and change in valuation of earn-out liability
Normalized income tax
Normalized income tax based on the underlying profit before taxes and non-cash amortization
Order intake
All customer orders contractually concluded and booked during the respective reporting period
Ratio of net debt to underlying EBITDA
Quotient of net debt and underlying EBITDA over the past 12 months, including the pro forma amountcontributed by acquisitions for this period
Supply chain management
Setup and coordinated control of integrated flows of materials, information and finances (supply chains) overthe entire value-added process
Treasury
Short- and medium-term liquidity management
Underlying EBITDA
EBITDA (see EBITDA) adjusted for extraordinary items (see extraordinary items)
Underlying EBITDA margin
Ratio of operating EBITDA (see underlying EBITDA) to sales revenue
Underlying (consolidated) net profit
Profit adjusted for extraordinary items, non-cash amortization and based on the normalized financial result(see normalized financial result) as well as the corresponding tax effects for each of these items.
Working capital
Inventories, including trade receivables, minus trade payables

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Supplementary Information 6.6 Financial Schedule

6.6 Financial Schedule
Annual Shareholders’ Meeting

March 27, 2024

Payment of dividends1

April 4, 2024

Publication of first-quarter figures January - March 2024

April 18, 2024

Publication of first-half year figures January - June 2024

July 19, 2024

Publication of nine-month figures January - September 2024

October 17, 2024

Publication of preliminary figures for fiscal 2024

January 2025

Annual Shareholders’ Meeting

March, 2025

Publication of first-quarter figures for January – March 2025

April 2025

1 Subject to approval by the Annual Shareholders‘ Meeting

Contacts

About This Publication

Petra Kirchhoff
Head of Corporate Communications & IR
Phone: 0551.308.1686
petra.kirchhoff@sartorius.com

Published by
Sartorius Stedim Biotech S.A.
Corporate Communications
CS 91051
13781 Aubagne Cedex, France

Petra Müller
Head of Investor Relations
Phone: 0551.308.3065
petra.mueller2@sartorius.com

Editorial Deadline
February 15, 2024
Published on
February 16, 2024
Financial Reporting System firesys
firesys GmbH, Frankfurt | Main, Germany
PhotographyPeter Ginter, Lohmar, Germany
Frank Stefan Kimmel, Goettingen, Germany

This is a translation of the original French-language "Document d'Enregistrement Universel 2023".

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Sartorius Stedim Biotech S.A.
Zone Industrielle Les Paluds
Avenue de Jouques – CS 91051
13781 Aubagne Cedex, France
Phone: +33.4.42.84.56.00
Fax: +33.4.42.84.56.19
info@sartorius.com
www.sartorius.com