CIRCUS : June 30, 2024Geschäftsbericht 2023 - Circus SE

Delicious Technology

ANNUAL REPORT 2023

CONVENIENCE TRANSLATION The German language version is the legally binding version

02   |  CIRCUS Group  |  Annual Report 2023  

Table of Contents

Company & Share

Management Report

Consolidated Financial Statements

Independent Auditor's Report

Further Information

1

2

COMPANY & SHARE

Letter from the CEO	03
Our Vision	06
Letter from the Board of Directors	13
Corporate Governance	16
Circus Stock	18

MANAGEMENT REPORT

2.1  Background to the Group	20
2.2  Economic Report	25
2.3  Opportunities, Risks and Outlook	29

3 CONSOLIDATED FINANCIAL STATEMENTS

	3.1  Consolidated Balance Sheet		32
	3.2  Consolidated Income Statement	33
	3.3  Consolidated Statement of Cash Flows	34
	3.4  Consolidated Statement of Change in Equity	35
	3.5  Notes to the Consolidated­	Financial­
	Statements for Financial Year­	2023	36
4 INDEPENDENT AUDITOR'S REPORT	44
5	FURTHER INFORMATION
5.1  Financial Calendar			50
	5.2  Disclaimer			50
	5.3  Imprint & Contact			50

03   |  CIRCUS Group  |  Annual Report 2023  |  Letter from the CEO

Letter from the CEO

Dear Shareholders,

We founded Circus two years ago, fuelled by the unique opportunity of technological disruption in the USD 2.6 trillion food service industry. We believe that the sector is on the verge of the most profound transformation in its history driven by the integration of robotics and AI. This will result in an era of unparalleled efficiency, creating radically new operational structures and consumer demand.

Today's market sentiment in food service is dominated by rising costs in infrastructure and food production along with an unprecedented global labour shortage. The global shortage of skilled and experienced workers increases labour costs, brings along the risks of operational chaos, results in poor-quality food, and creates significant infrastructure challenges for food operators worldwide and across different use cases.

At Circus, we firmly believe that autonomous food production is the only solution to meet the rapidly growing global demand for high-qualityon-demand meals. The question isn't whether automation will become the new standard in food production, but when.

Cooked by engineers
We recognised the global labour shortage and operational inefficiencies
in kitchen processes early on, dedicating our efforts to developing pro-
prietary software, robotics, and AI solutions to create a more affordable
and sustainable solution for today's global consumers.	Nikolas Bullwinkel (CEO) in front of the CA-1 production robot in Munich

Company & Share

Management Report

Consolidated Financial Statements

Independent Auditor's Report

Further Information

04   |  CIRCUS Group  |  Annual Report 2023  |  Letter from the CEO

Over the past two years we have devoted significant resources to research and development, forming a dedicated team of experts from over 30 different nationalities in robotics, software and food service across four offices.

In 2023 we continued to validate our patented technology through ­rigorous testing under real market conditions. With over 2000 hours of aggregated testing data, generated with multiple market-leading partners and over 50,000 beta consumers, we have generated an excellent understanding of complex market requirements and consumer preferences. This approach has established us as a global pioneer and technological leader in autonomous food production. Prior to the commercial roll-out of our technology stack, we are on track to achieve full autonomy in food service within the next few years, aiming to create a holistic ecosystem that empowers operators to run meal production without any humans involved.

With the acquisition of Aitme GmbH, the European market leading kitchen robotics company in August 2023, we gained access to advanced technology in the field of robotics and software backed by over four years of technological development.

This technological integration has culminated in our food service robot, Circus Autonomy One (CA-1), which allows us to lead the way in fully autonomous cooking. It features a highly modular system that covers all essential aspects: a sophisticated cooking system, efficient serving solutions including dispensing and plating, and a robust hygiene system.

Our goal is to build a versatile solution with maximum modularity, adaptable to every use case and operational need, ensuring excellence and flexibility in all our culinary endeavours. Further information about our product, level of autonomy and use cases can be found in the section "Our Vision" of this report.

Continuing to build a food autonomy ecosystem

We are making progress in building a flexible and reliable system designed to operate independently of local parameters while being centrally managed and controlled. The Circus Ecosystem goes beyond pure robotics, offering one-stop solutions for food operations.

Our vision is to create an autonomous ecosystem, steered by our Circus Operating System, CircusOS, along the whole food service value chain from fulfilment, over kitchen management to quality assurance. Addi- tionally, we are developing culinary brands powered by AI concepts and a decentralised ingredient supply, ensuring efficiency and innovation at every level.

Aiming for commercial roll-out from 2025

Driven by inevitable industry challenges, we are witnessing substantial demand and interest, particularly in the Asian and US markets, ahead of our planned commercial go-to-market in 2025. Our goal remains to promote strong commercial partnerships with infrastructure partners worldwide and to place a particular focus on high-volume partners in the areas of education, care and mobility infrastructure.

We recently announced our first partners as we embark on our global commercial strategy, initially targeting the German and Chinese mar- kets. This marks the beginning of our efforts to establish a global pres- ence, driven by a robust demand for our innovative product strategy. Today, we have secured commitments for over 5,000 units across two initial partnerships, demonstrating strong validation of our core use cases and product strategy.

Company & Share

Management Report

Consolidated Financial Statements

Independent Auditor's Report

Further Information

5,426

CA-1 Units signed in preliminary agreements with first global Partners Beijing Universities and BER Airport

05   |  CIRCUS Group  |  Annual Report 2023  |  Letter from the CEO

Our first use case and global partnership involves serving over 90 uni- versities and millions of students in Beijing, reaching an estimated cumulative revenue potential in the low single-digit billion euro range over the next years for the Circus Group. This commercial partnership alone showcases the global potential and importance of our autonomous systems in providing balanced meals to people worldwide.

Our initial tests focus on market validation rather than specifically targeting the German market. We anticipate higher adoption rates for disruptive technologies and are on track to roll out commercially with first partners. The commercial rollout is scheduled to commence in 2025 and accelerate from 2026, which will showcase our position as a global pioneer.

Going public via direct listing

Our first day of trading in the m:access segment on the Munich Stock Exchange took place on 22 December 2023. This was followed on 22 January 2024 by our first trading day on Xetra, the electronic trading platform of Deutsche Börse. Xetra currently accounts for around 90 percent of the total trading volume of all German stock exchanges and opens Circus up to a broad base of investors.

While‍ this was a rather unusual step for a company in our product development stage, we see being public as an important strategic lever to drive our business and aim to open up Circus for a broader base of investors long-term.

Today, we find it easier to attract and retain the best global talent possible in the fields of AI, robotics and engineering. Incentivizing talent with stock options to focus on long-term value creation is a key factor in our decision.

At the same time, being a public company enhanced our stock as a currency for acquisitions. This will become a strategic way for Circus to acquire strategically complementary technologies and enter new mar- kets. Broadening our technology-base in AI and robotics remains one of our key activities in the upcoming months and years.

Going public was backed by our early shareholders, who - without exception - agreed to lock-up their shares for a five-year period. This underlines the confidence and commitment that our existing shareholders have about our future prospects and the exciting journey ahead.

We are continuing to focus on growing our ecosystem and preparing for commercial rollout and serial production from 2025, including building and scaling our teams across four sites to develop the most disruptive solution for the industry that fundamentally changes the way we think about food and how we eat.

We will continue to focus all efforts and resources on bringing together the art of cooking and the science of robotics, to create a world that thinks differently about food than in the past decade.

Hamburg, in June 2024

Nikolas Bullwinkel

Founder and CEO

Company & Share

Management Report

Consolidated Financial Statements

Independent Auditor's Report

Further Information

06    |  CIRCUS Group  |  Annual Report 2023  |  Our Vision

Disrupting	Company & Share
Further Information
	Management Report

Consolidated Financial Statements

Independent Auditor's Report

the Food Service Industry

Based on our mission to fuel humanity we are acting­ on our core ­objectives to disrupt the USD 2.6 trillion food service­ market.

Food Service Autonomy

Solving the unprecedented labour shortage in food service by integrating­ AI robotics.

Serving Affordability

Making quality meals accessible to every human through ­drastically ­reduced production costs.

Enabling Global Access

Creating an autonomous network of food production robots across the globe to fuel humanity.

07    |  CIRCUS Group  |  Annual Report 2023  |  Our Vision

CA-1	CircusOS
(Robotics)	(Software)

Culinary

Intelligence

(AI)​

Company & Share

Management Report

Consolidated Financial Statements

Independent Auditor's Report

Further Information

We achieve full autonomy by building a holistic ecosystem that optimally uses robotics, software and AI.

A holistic solution to create a global network of autonomous food production robots shaping a future where food service is not only efficient, but delightful and accessible to everyone.

08    |  CIRCUS Group  |  Annual Report 2023  |  Our Vision

Meet CA-1

Circus Autonomy One is the world's first autonomous production robot ­engineered to elevate the art of cooking.

Company & Share

Management Report

Consolidated Financial Statements

Independent Auditor's Report

Further Information

<20sqm

minimal footprint, easy to maintain and­ install

~1,900

hot and cold dishes produced every day

+2bn

dish variations freshly ­cooked and dispensed

09    |  CIRCUS Group  |  Annual Report 2023  |  Our Vision

CircusOS ­

powered by an industry-defining software­ solution

Company & Share

Management Report

Consolidated Financial Statements

Independent Auditor's Report

Further Information

Onboarding & Service­

Fully digital on-boarding for operators­.

Request­ service and assistance ­whenever necessary at a click.

Management

Data-driven decisions to boost efficiency through demand forecasting, stock control, and waste management.

Operations

Controlling and monitoring of the CA-1 robot cooking process.

Fulfilment

Seamless order handling and

­customer handover via smart locker system.

10    |  CIRCUS Group  |  Annual Report 2023  |  Our Vision

Serving High-Quality Meals

at Unmatched Market Prices - Created by AI

Company & Share

Management Report

Consolidated Financial Statements

Independent Auditor's Report

Further Information

AI

generated culinary

concepts, recipes» and dish images

(within 5 minutes) as key efficiency driver

Exemplary culinary concepts that have already been created and which

adapt excellently to regional markets and preferences.