voxeljet AG Annual Report 2015

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FY2015 Annual Report · voxeljet AG

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TABLE
OF
CONTENTS

voxeljet
AG
INDEX
TO
FINANCIAL
STATEMENTS

Table
of
Contents

As
filed
with
the
Securities
and
Exchange
Commission
on
March
31,
2016

UNITED
STATES

SECURITIES
AND
EXCHANGE
COMMISSION

WASHINGTON,
D.C.
20549

FORM
20-F

(Mark
One)

o
REGISTRATION
STATEMENT
PURSUANT
TO
SECTION
12(b)
OR
(g)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934

ý
ANNUAL
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934

For
the
fiscal
year
ended
December
31,
2015

o
TRANSITION
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934

o
SHELL
COMPANY
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934

Commission
file
number
001-36130

voxeljet
AG

(Exact
name
of
Registrant
as
specified
in
its
charter)

Not
Applicable

(Translation
of
Registrant's
name
into
English)

Federal
Republic
of
Germany

(Jurisdiction
of
incorporation
or
organization)

Paul-Lenz
Straße
1a

86316
Friedberg,
Germany

(Address
of
principal
executive
offices)

Rudolf
Franz,
Telephone:
(49)
821
7843
100,
Facsimile:
(49)
821
7843
111,

Address:
Paul-Lenz
Straße
1a,
86316
Friedberg,
Germany

(Name,
Telephone,
E-mail
and/or
Facsimile
number
and
Address
of
Company
Contact
Person)

Securities
registered
or
to
be
registered
pursuant
to
Section
12(b)
of
the
Act.

Title
of
each
class
American
Depositary
Shares
each
representing
one-fifth
of
an
ordinary
share

Ordinary
shares,
€1.00
nominal
value
per
share*

Name
of
each
exchange
on
which
registered
New
York
Stock
Exchange
LLC
New
York
Stock
Exchange
LLC*

Not
for
trading
purposes,
but
only
in
connection
with
the
registration
of
American
Depositary
Shares
pursuant
to
the
requirements
of
the
Securities
and
Exchange
Commission.

Securities
registered
or
to
be
registered
pursuant
to
Section
12(g)
of
the
Act.

Securities
registered
for
which
there
is
a
reporting
obligation
pursuant
to
Section
15(d)
of
the
Act.

None

(Title
of
Class)

None

(Title
of
Class)

Indicate
the
number
of
outstanding
shares
of
each
of
the
issuer's
classes
of
capital
or
common
stock
as
of
the
close
of
the
period
covered
by
the
annual
report.

Indicate
by
check
mark
if
the
registrant
is
a
well-known
seasoned
issuer,
as
defined
in
Rule
405
of
the
Securities
Act.

3,720,000
ordinary
shares

Yes

If
this
report
is
an
annual
or
transition
report,
indicate
by
check
mark
if
the
registrant
is
not
required
to
file
reports
pursuant
to
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934.

Indicate
by
check
mark
whether
the
registrant
(1)
has
filed
all
reports
required
to
be
filed
by
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934
during
the
preceding
12
months
(or
for
such
shorter
period
that
the
registrant
was
required
to
file
such
reports),
and
(2)
has
been
subject
to
such
filing
requirements
for
the
past
90
days.

Indicate
by
check
mark
whether
the
registrant
has
submitted
electronically
and
posted
on
its
corporate
Web
site,
if
any,
every
Interactive
Data
File
required
to
be
submitted
and
posted
pursuant
to
Rule
405
of
Regulation
S-T
(§232.405
of
this
chapter)
during
the
preceding
12
months
(or
for
such
shorter
period
that
the
registrant
was
required
to
submit
and
post
such
files).

Yes

Indicate
by
check
mark
whether
the
registrant
is
a
large
accelerated
filer,
an
accelerated
filer,
or
a
non-accelerated
filer.
See
definition
of
"accelerated
filer
and
large
accelerated
filer"
in
Rule
12b-2
of
the
Exchange
Act.
(Check
one):

Yes

Large
accelerated
filer
o

Accelerated
filer
o

Non-accelerated
filer
ý

Indicate
by
check
mark
which
basis
of
accounting
the
registrant
has
used
to
prepare
the
financial
statements
included
in
this
filing:

U.S.
GAAP
o

International
Financial
Reporting
Standards
as
issued

by
the
International
Accounting
Standards
Board
ý

Other
o

If
"Other"
has
been
checked
in
response
to
the
previous
question,
indicate
by
check
mark
which
financial
statement
item
the
registrant
has
elected
to
follow.

If
this
is
an
annual
report,
indicate
by
check
mark
whether
the
registrant
is
a
shell
company
(as
defined
in
Rule
12b-2
of
the
Exchange
Act).

Item
17

o
Item
18

o
Yes

(APPLICABLE
ONLY
TO
ISSUERS
INVOLVED
IN
BANKRUPTCY
PROCEEDINGS
DURING
THE
PAST
FIVE
YEARS)

Indicate
by
check
mark
whether
the
registrant
has
filed
all
documents
and
reports
required
to
be
filed
by
Sections
12,
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934
subsequent
to
the
distribution
of
securities
under
a
plan
confirmed
by
a
court.

o
Yes

Table
of
Contents

PART
I
ITEM
1.
ITEM
2.
ITEM
3.
ITEM
4.
ITEM
4A.
ITEM
5.
ITEM
6.
ITEM
7.
ITEM
8.
ITEM
9.
ITEM
10.
ITEM
11.
ITEM
12.
PART
II
ITEM
13.
ITEM
14.

ITEM
15.
ITEM
16.
ITEM
16A.
ITEM
16B.
ITEM
16C.
ITEM
16D.
ITEM
16E.
ITEM
16F.
ITEM
16G.
ITEM
16H.
PART
III
ITEM
17.
ITEM
18.
ITEM
19.

TABLE
OF
CONTENTS

IDENTITY
OF
DIRECTORS,
SENIOR
MANAGEMENT
AND
ADVISERS

OFFER
STATISTICS
AND
EXPECTED
TIMETABLE

KEY
INFORMATION

INFORMATION
ON
THE
COMPANY

UNRESOLVED
STAFF
COMMENTS

OPERATING
AND
FINANCIAL
REVIEW
AND
PROSPECTS

DIRECTORS,
SENIOR
MANAGEMENT
AND
EMPLOYEES

MAJOR
SHAREHOLDERS
AND
RELATED
PARTY
TRANSACTIONS

FINANCIAL
INFORMATION

THE
OFFER
AND
LISTING

ADDITIONAL
INFORMATION

QUANTITATIVE
AND
QUALITATIVE
DISCLOSURES
ABOUT
MARKET
RISK

DESCRIPTION
OF
SECURITIES
OTHER
THAN
EQUITY
SECURITIES

DEFAULTS,
DIVIDEND
ARREARAGES
AND
DELINQUENCIES

MATERIAL
MODIFICATIONS
TO
THE
RIGHTS
OF
SECURITY
HOLDERS
AND
USE
OF

PROCEEDS

CONTROLS
AND
PROCEDURES

RESERVED

AUDIT
COMMITTEE
FINANCIAL
EXPERT

CODE
OF
ETHICS

PRINCIPAL
ACCOUNTANT
FEES
AND
SERVICES

EXEMPTIONS
FROM
THE
LISTING
STANDARDS
FOR
AUDIT
COMMITTEES

PURCHASES
OF
EQUITY
SECURITIES
BY
THE
ISSUER
AND
AFFILIATED
PURCHASERS

CHANGE
IN
REGISTRANT'S
CERTIFYING
ACCOUNTANT

CORPORATE
GOVERNANCE

MINE
SAFETY
DISCLOSURE

FINANCIAL
STATEMENTS

EXHIBITS

Table
of
Contents

SPECIAL
NOTE
REGARDING
FORWARD-LOOKING
STATEMENTS

This
annual
report
on
Form
20-F
contains
forward-looking
statements
concerning
our
business,
operations
and
financial
performance
and
condition
as
well
as
our
plans,
objectives
and
expectations
for
our
business
operations
and
financial
performance
and
condition.
Any
statements
that
are
not
of
historical
facts
may
be
deemed
to
be
forward-looking
statements.
You
can
identify
these
forward-looking
statements
by
words
such
as
"believes,"
"estimates,"
"anticipates,"
"expects,"
"plans,"
"intends,"
"may,"
"could,"
"might,"
"will,"
"should,"
"aims,"
or
other
similar
expressions
that
convey
uncertainty
of
future
events
or
outcomes.
Forward-
looking
statements
appear
in
a
number
of
places
throughout
this
annual
report
and
include
statements
regarding
our
intentions,
beliefs,
assumptions,
projections,
outlook,
analyses
or
current
expectations
concerning,
among
other
things,
our
intellectual
property
position,
results
of
operations,
cash
needs,
spending
of
the
proceeds
from
this
offering,
financial
condition,
liquidity,
prospects,
growth
and
strategies,
the
industry
in
which
we
operate
and
the
trends
that
may
affect
the
industry
or
us.

By
their
nature,
forward-looking
statements
involve
risks
and
uncertainties
because
they
relate
to
events,
competitive
dynamics
and
industry
change,
and
depend
on
economic
circumstances
that
may
or
may
not
occur
in
the
future
or
may
occur
on
longer
or
shorter
timelines
than
anticipated.
Although
we
believe
that
we
have
a
reasonable
basis
for
each
forward-looking
statement
contained
in
this
annual
report,
we
caution
you
that
forward-looking
statements
are
not
guarantees
of
future
performance
and
involve
known
and
unknown
risks,
uncertainties
and
other
factors
that
are
in
some
cases
beyond
our
control.
All
of
our
forward-looking
statements
are
subject
to
risks
and
uncertainties
that
may
cause
our
actual
results
to
differ
materially
from
our
expectations.

Actual
results
could
differ
materially
from
our
forward-looking
statements
due
to
a
number
of
factors,
including,
without
limitation,
risks
related
to:

•

our
ability
to
introduce
new
3D
printers
and
related
print
materials
acceptable
to
the
market
and
to
improve
the
technology
and
print
materials
used
in
our
current
3D
printers;

fluctuations
in
our
revenues
and
operating
results;

the
long
sales
cycle
for
our
products,
which
makes
the
timing
of
our
revenues
difficult
to
predict;

our
ability
to
adequately
increase
demand
for
our
products;

our
ability
to
significantly
increase
the
number
of
materials
for
use
in
our
3D
printers
fast
enough
to
meet
our
business
plan;

our
dependence
upon
sales
to
certain
industries;

our
relationships
with
suppliers,
especially
with
limited
source
suppliers
of
components
of
and
consumables
for
our
products;

our
ability
to
manage
the
expansion
of
our
operations
effectively
in
order
to
achieve
our
projected
levels
of
growth;

our
ability
to
manage
the
expansion
of
our
operations
effectively
in
difficult
market
environments
like
India
and
China;

our
ability
to
attract
and
retain
key
management
or
other
key
employees;

our
ability
to
raise
additional
capital
on
attractive
terms,
or
at
all,
if
needed
to
meet
our
growth
strategy;

our
ability
to
obtain
patent
protection
for
our
products
or
otherwise
protect
our
intellectual
property
rights;

Table
of
Contents

•

our
ability
to
protect
our
trade
secrets
and
intellectual
property;
and

the
other
factors
listed
in
"Item
3.
Key
Information—D.
Risk
Factors"
and
elsewhere
in
this
annual
report.

Any
forward-looking
statements
that
we
make
in
this
annual
report
speak
only
as
of
the
date
of
such
statement,
and
we
undertake
no
obligation
to
update
such
statements
to
reflect
events
or
circumstances
after
the
date
of
this
annual
report
or
to
reflect
the
occurrence
of
unanticipated
events.
Comparisons
of
results
for
current
and
any
prior
periods
are
not
intended
to
express
any
future
trends
or
indications
of
future
performance,
unless
expressed
as
such,
and
should
only
be
viewed
as
historical
data.
You
should,
however,
review
the
factors
and
risks
we
describe
in
the
reports
we
will
file
from
time
to
time
with
the
Securities
and
Exchange
Commission,
or
SEC
after
the
date
of
this
annual
report.
See
"Item
10.
Additional
Information—H.
Documents
on
Display."

You
should
also
read
carefully
the
factors
described
in
the
"Item
3.
Key
Information—D.
Risk
Factors"
section
of
this
annual
report
and
elsewhere
to
better
understand
the
risks
and
uncertainties
inherent
in
our
business
and
underlying
any
forward-looking
statements.
As
a
result
of
these
factors,
we
cannot
assure
you
that
the
forward-looking
statements
in
this
annual
report
will
prove
to
be
accurate.
Furthermore,
if
our
forward-looking
statements
prove
to
be
inaccurate,
the
inaccuracy
may
be
material.
In
light
of
the
significant
uncertainties
in
these
forward-looking
statements,
you
should
not
regard
these
statements
as
a
representation
or
warranty
by
us
or
any
other
person
that
we
will
achieve
our
objectives
and
plans
in
any
specified
timeframe,
or
at
all.

SERVICE
OF
PROCESS
AND
ENFORCEMENT
OF
CIVIL
LIABILITIES

voxeljet
AG
is
a
German
stock
corporation
(
Aktiengesellschaft or
AG ),
and
its
registered
offices
and
substantially
all
of
its
assets
are
located
outside
of
the
United
States.
In
addition,
most
of
the
members
of
our
management
board,
our
supervisory
board,
our
senior
management
and
the
experts
named
herein
are
residents
of
Germany
and
jurisdictions
other
than
the
United
States.
As
a
result,
it
may
not
be
possible
for
you
to
effect
service
of
process
within
the
United
States
upon
these
individuals
or
upon
voxeljet
AG
or
to
enforce
judgments
obtained
in
U.S.
courts
based
on
the
civil
liability
provisions
of
the
U.S.
securities
laws
against
voxeljet
AG
in
the
United
States.
Awards
of
punitive
damages
in
actions
brought
in
the
United
States
or
elsewhere
are
generally
not
enforceable
in
Germany.
In
addition,
actions
brought
in
a
German
court
against
voxeljet
AG
or
the
members
of
its
management
board
and
supervisory
board,
its
senior
management
and
the
experts
named
herein
to
enforce
liabilities
based
on
U.S.
federal
securities
laws
may
be
subject
to
certain
restrictions;
in
particular,
German
courts
generally
do
not
award
punitive
damages.
Litigation
in
Germany
is
also
subject
to
rules
of
procedure
that
differ
from
the
U.S.
rules,
including
with
respect
to
the
taking
and
admissibility
of
evidence,
the
conduct
of
the
proceedings
and
the
allocation
of
costs.
Proceedings
in
Germany
would
have
to
be
conducted
in
the
German
language,
and
all
documents
submitted
to
the
court
would,
in
principle,
have
to
be
translated
into
German.
For
these
reasons,
it
may
be
difficult
for
a
U.S.
investor
to
bring
an
original
action
in
a
German
court
predicated
upon
the
civil
liability
provisions
of
the
U.S.
federal
securities
laws
against
us,
the
members
of
our
management
board,
supervisory
board
and
senior
management
and
the
experts
named
in
this
annual
report.
In
addition,
even
if
a
judgment
against
our
company,
the
non-U.S.
members
of
our
management
board,
supervisory
board
or
senior
management
based
on
the
civil
liability
provisions
of
the
U.S.
federal
securities
laws
is
obtained,
a
U.S.
investor
may
not
be
able
to
enforce
it
in
U.S.
or
German
courts.

Table
of
Contents

ITEM
1.

IDENTITY
OF
DIRECTORS,
SENIOR
MANAGEMENT
AND
ADVISERS

Not
applicable.

ITEM
2.

OFFER
STATISTICS
AND
EXPECTED
TIMETABLE

PART
I

Not
applicable.

ITEM
3.

KEY
INFORMATION

SELECTED
FINANCIAL
DATA

We
present
below
our
selected
historical
financial
and
operating
data
as
of
and
for
each
of
the
years
in
the
five-year
period
ended
December
31,
2015.
The
financial
data
have
been
derived
from
our
financial
statements
which
have
been
prepared
in
accordance
with
IFRS
as
issued
by
the
IASB
and
audited
in
accordance
with
the
standards
of
the
Public
Company
Accounting
Oversight
Board
(United
States).
The
financial
statements
as
of
December
31,
2015
and
2014
and
for
each
of
the
years
in
the
three-year
period
ended
December
31,
2015
are
included
elsewhere
in
this
annual
report.
Our
historical
results
are
not
necessarily
indicative
of
the
financial
results
to
be
expected
in
any
future
periods.
You
should
read
this
information
in
conjunction
with
"Item
5.
Operating
and
Financial
Review
and
Prospects,"
and
our
financial
statements
and
related
notes,
each
included
elsewhere
in
this
annual
report.

Statement
of
Comprehensive
Income
(Loss)
Data:

2015
($
in
thousands,
except
share
and
per
share
data)(1)

Year
Ended
December
31,
2014

2015

2013

2012

2011

(€
in
thousands,
except
share
and
per
share
data)

Revenues
Cost
of
sales
Gross
profit
Selling
expenses
Administrative
expenses
Research
and
development

expenses

Other
operating
expenses
Other
operating
(income)
Operating
profit
(loss)
Finance
expense
Finance
income
Financial
result
Net
profit
(loss)
before
income

taxes

Income
tax
expenses
(benefit)

Profit
(loss)

$
Other
comprehensive
(income)
$
Total
comprehensive
income

(loss)

Earnings
(loss)
per
share
Weighted
average
number
of

26,131
€
18,620

7,511

7,517

5,623

24,064
€
17,147

6,917

6,922

5,178

16,163
€
9,838

6,325

3,746

4,026

11,688
€
7,045

4,643

2,640

1,676

5,940

964

(2,313)

(10,219)

301

(172)

129

5,470

888

(2,130)

(9,411)

277

(158)

119

4,027

101

(1,384)

(4,191)

472

(299)

173

2,651

583

(894)

(2,013)

380

(37)

343

(10,349)

(10,418) €
257
€

(9,530)

(9,594) €
237
€

(4,364)

(32)

(4,332) €
1

(2,356)

358

(2,714) €
—
€

8,711
€
4,957

3,754

1,510

758

1,573

(822)

673

363

(18)

345

328

116

212
€
(1) €

7,257

4,337

2,920

1,160

670

1,313

140

(831)
468

389

(5)
384

(4)

(10,675) €
(2.80) €

(9,831) €
(2.58) €

(4,333) €
(1.22) €

(2,714) €
(1.21) €

213
€
0.11
€

0.02

ordinary
shares
outstanding

3,720,000

3,555,616

2,252,000

2,000,000

Table
of
Contents

Statement
of
Financial
Position
Data:

Cash
and
cash
equivalents
Inventories
Fixed
assets
Current
financial
assets
Total
assets
Total
liabilities
Equity

Other
Data:

2015
($
in
thousands)(1)

2015

2014

2013
(€
in
thousands)

2012

2011

Year
Ended
December
31,

2,265
€
8,515

23,220

34,473

76,143

9,394

66,749

2,086
€
7,841

21,383

31,746

70,120

8,651

61,469

8,031
€ 33,459
€
5,247

19,466

41,142

81,095

9,795

71,300

3,641

16,316

744

57,916

12,516

45,400

301
€

2,806

5,299

108

10,738

9,520

1,218

498

2,011

5,347

9,768

8,763

1,005

2015
($
in
thousands,
except
3D
printers
sold
and
per
share
data)(1)

2015

2014

2013

2012

2011

(€
in
thousands,
except
3D
printers
sold
and
per
share
data)

EBITDA(2)
Earnings
(loss)
per
ADS(3)
3D
printers
sold(4)

(6,981) € (6,429) € 2,048
$

(0.56) €
18

(0.52) € (0.24) € (0.24) €
14

(520) € 2,016
€ 1,714

0.00

0.02
€
6

(1)

(2)

(3)

(4)

Amounts
in
this
column
are
not
audited
and
have
been
converted
from
euros
to
U.S.
dollars
solely
for
the
convenience
of
the
reader
at
an
exchange
rate
of
$1.0859
per
euro,
the
exchange
rate
on
December
31,
2015.
See
"Exchange
Rate
Information"
below.

We
define
EBITDA
(earnings
before
interest,
taxes,
depreciation
and
amortization)
as
profit
(loss)
plus
income
tax
expenses
(benefit),
financial
result
and
depreciation
and
amortization.
Disclosure
in
this
annual
report
of
EBITDA,
which
is
a
non-IFRS
financial
measure,
is
intended
as
a
supplemental
measure
of
our
performance
that
is
not
required
by,
or
presented
in
accordance
with,
IFRS.
EBITDA
should
not
be
considered
as
an
alternative
to
profit
(loss)
or
any
other
performance
measure
derived
in
accordance
with
IFRS.
Our
presentation
of
EBITDA
should
not
be
construed
to
imply
that
our
future
results
will
be
unaffected
by
unusual
or
non-recurring
items.

The
following
table
reconciles
profit
(loss)
to
EBITDA
for
the
periods
presented:

2015
($
in
thousand)(A)

Year
Ended
December
31,
2014

2013

2015

(€
in
thousands)

2012

2011

Profit
(loss)
Income
tax
expenses
(benefit)
Financial
result
EBIT
Depreciation
and
amortization
EBITDA

€

(10,418) € (9,594) € (4,332) $ (2,714) €

119

129

(9,411)

(10,219)

3,238

2,982

(6,981) € (6,429) € (2,048) €

(32)

173

(4,191)

2,143

212
€
41

116

358

384

345

343

468

673

(2,013)

1,493

1,246

1,343

(520) € 2,016
€ 1,714

(A)

Each
ADS
represents
one-fifth
of
an
ordinary
share.

Includes
refurbished
3D
printers
but
does
not
include
test
machines
or
3D
printers
involved
in
sale
and
leaseback
transactions.

Table
of
Contents

Exchange
Rate
Information

We
publish
our
financial
statements
in
euros.
As
discussed
in
this
annual
report,
"euro"
or
"€"
means
the
single
unified
currency
that
was
introduced
in
the
Federal
Republic
of
Germany
on
January
1,
1999.
"U.S.
dollar"
or
"$"
means
the
lawful
currency
of
the
United
States
of
America.
Fluctuations
in
the
exchange
rate
between
the
euro
and
the
U.S.
dollar
will
affect
the
U.S.
dollar
price
of
our
American
depositary
shares,
or
ADSs,
on
the
New
York
Stock
Exchange.
The
table
below
shows
the
period
end,
average,
high
and
low
exchange
rates
of
U.S.
dollars
per
euro
for
the
periods
shown.
Average
rates
are
computed
by
using
the
noon
buying
rate
of
the
Federal
Reserve
Bank
of
New
York
for
the
euro
on
the
last
business
day
of
each
month
during
the
relevant
year
indicated
or
each
business
day
during
the
relevant
month
indicated.
The
rates
set
forth
below
are
provided
solely
for
your
convenience
and
may
differ
from
the
actual
rates
used
in
the
preparation
of
our
financial
statements
included
in
this
annual
report
and
other
financial
data
appearing
in
this
annual
report.

Year
Ended
December
31,
2011
2012
2013
2014
2015

Month
Ended
September
2015
October
2015
November
2015
December
2015
January
2016
February
2016
March
2016
(through
March
18,
2016)

High

1.4875

1.3463

1.3816

1.3927

1.1025

Low

1.2926

1.2062

1.2774

1.2101

1.0573

Average

Year
end

1.4002

1.2909

1.3303

1.3297

1.1096

1.2973

1.3186

1.3779

1.2101

1.0859

High

1.1358

1.1437

1.1026

1.1025

1.0964

1.1362

1.1316

Low

1.1104

1.0963

1.0562

1.0573

1.0743

1.0868

1.0845

Average

Month
end

1.1229

1.1228

1.0727

1.0889

1.0855

1.1092

1.1068

1.1162

1.1042

1.0562

1.0859

1.0832

1.0868

1.1292

The
noon
buying
rate
of
the
Federal
Reserve
Bank
of
New
York
for
the
euro
on
March
18,
2016
was
€1.00
=
USD
1.1292.

Solely
for
the
convenience
of
the
reader,
unless
otherwise
indicated,
all
amounts
in
U.S.
dollars
have
been
converted
from
euros
into
U.S.
dollars
at
an
exchange
rate
of
$1.0859
per
euro,
the
exchange
rate
on
December
31,
2015.

CAPITALIZATION
AND
INDEBTEDNESS

Not
applicable.

REASONS
FOR
THE
OFFER
AND
USE
OF
PROCEEDS

Not
applicable.

Risks
Related
to
Our
Business
and
Industry

D.
RISK
FACTORS

We may not be able to introduce new 3D printers and related print materials acceptable to the market or to improve the technology and print materials used in
our current 3D printers.

Our
revenues
are
derived
from
the
sale
of
3D
printers
for,
and
products
manufactured
using,
additive
manufacturing.
Our
market
is
subject
to
innovation
and
technological
change.
A
variety
of
technologies
compete
against
one
another
in
our
market,
which
is,
in
part,
driven
by
technological

Table
of
Contents

advances
and
end-user
requirements
and
preferences,
as
well
as
the
emergence
of
new
standards
and
practices.
Our
ability
to
compete
in
the
industrial
additive
manufacturing
market
depends,
in
large
part,
on
our
success
in
enhancing
and
developing
new
3D
printers,
enhancing
and
adding
to
our
technology
and
developing
and
qualifying
new
materials
in
which
we
can
print.
We
believe
that
to
remain
competitive
we
must
continuously
enhance
and
expand
the
functionality
and
features
of
our
products
and
technologies.
However,
we
may
not
be
able
to:

•

enhance
our
existing
products
and
technologies;

continue
to
leverage
advances
in
industrial
printhead
technology;

develop
new
products
and
technologies
that
address
the
increasingly
sophisticated
and
varied
needs
of
prospective
end-users,
particularly
with
respect
to
the
physical
properties
of
print
materials
and
other
consumables;

respond
to
technological
advances
and
emerging
industry
standards
and
practices
on
a
cost-effective
and
timely
basis;

develop
products
that
are
cost
effective
or
that
otherwise
gain
market
acceptance;
or

adequately
protect
our
intellectual
property
as
we
develop
new
products
and
technologies.

Even
if
we
successfully
enhance
our
existing
3D
printers
or
create
new
3D
printers,
it
is
likely
that
new
3D
printers
and
technologies
that
we
develop
will
eventually
supplant
our
existing
3D
printers
or
that
our
competitors
will
create
3D
printers
that
will
replace
our
3D
printers.
As
a
result,
any
of
our
products
may
be
rendered
obsolete
or
uneconomical
by
our
or
others'
technological
advances.

Our revenues and operating results may fluctuate.

Our
revenues
and
operating
results
may
fluctuate
from
quarter-to-quarter
and
year-to-year
and
are
likely
to
continue
to
vary
due
to
a
number
of
factors,
many
of
which
are
not
within
our
control.
A
significant
portion
of
our
3D
printer
orders
are
typically
received
during
the
second
and
fourth
quarters
of
the
fiscal
year
as
a
result
of
the
timing
of
capital
expenditures
of
our
customers.
Our
3D
printers
typically
are
shipped
the
next
half
year
after
an
order
is
received.
Thus,
revenues
and
operating
results
for
any
future
period
are
not
predictable
with
any
significant
degree
of
certainty.
We
also
typically
experience
weaker
demand
for
our
3D
printers
in
the
first
and
third
quarters.
For
these
reasons,
comparing
our
operating
results
on
a
period-to-period
basis
may
not
be
meaningful.
Until
our
business
grows
more
significantly,
the
timing
of
individual
printer
sales,
because
of
the
cost
of
our
largest
printers,
can
have
meaningful
effects
on
and
result
in
fluctuations
in
our
quarterly
results.
You
should
not
rely
on
our
past
results
as
an
indication
of
our
future
performance.

Fluctuations
in
our
operating
results
and
financial
condition
may
occur
due
to
a
number
of
factors,
including,
but
not
limited
to,
those
listed
below
and
those
identified
throughout
this
annual
report:

•

the
degree
of
market
acceptance
of
our
products;

the
mix
of
products
that
we
sell
during
any
period;

our
long
sales
cycle;

the
entry
of
new
competitors
into
our
market;

generally
weaker
demand
for
3D
printers
in
the
first
and
third
quarters;

development
of
new
competitive
systems
or
processes
by
others;

changes
in
our
pricing
policies
or
those
of
our
competitors,
including
our
responses
to
price
competition;

Table
of
Contents

•

delays
between
our
expenditures
to
develop
and
market
new
or
enhanced
3D
printers
and
products
and
the
generation
of
sales
from
those
products;

changes
in
the
amount
we
spend
in
our
marketing
and
other
efforts;

delays
between
our
expenditures
to
develop,
acquire
or
license
new
technologies
and
processes,
and
the
generation
of
sales
related
thereto;

changes
in
the
cost
of
satisfying
our
warranty
obligations
and
servicing
our
installed
base
of
products;

our
level
of
research
and
development
activities
and
their
associated
costs
and
rates
of
success;

changes
in
the
size
and
complexity
of
our
organization,
including
our
operations
outside
of
Europe;

interruptions
to
or
other
problems
with
our
website
and
interactive
user
interface,
information
technology
systems,
manufacturing
processes
or
other
operations;

general
economic
and
industry
conditions
that
affect
end-user
demand
and
end-user
levels
of
product
design
and
manufacturing;

changes
in
accounting
rules
and
tax
laws;
and

changes
in
interest
rates
that
affect
returns
on
our
cash
balances
and
short-term
investments.

Our margins and EBIT may fluctuate.

Margines
in
both
our
Systems
and
Services
segments
and
our
EBIT
may
fluctuate
from
quarter-to-quarter
and
year-to-year
and
are
likely
to
continue
to
vary
due
to
a
number
of
factors,
many
of
which
are
beyond
our
control.
To
pursue
our
growth
strategy,
we
have
expanded
by
establishing
operations
in
different
countries.
While
those
subsidiaries
are
in
the
start-up
phase,
we
may
not
be
able
to
achieve
our
desired
gross
margin
and
EBIT
targets
for
those
subsidiaries.
This
may
lead
to
a
weaker
margin
and
EBIT
contribution
from
these
subsidiaries
to
us.

The long sales cycle for our products makes the timing of our revenues difficult to predict.

Generally,
our
3D
printers
have
a
long
sales
cycle.
Because
our
3D
printers
are
complex
and
typically
involve
significant
capital
investments
by
prospective
purchasers,
we
and
our
sales
agents
generally
need
to
invest
a
significant
amount
of
time
educating
prospective
purchasers
about
the
benefits
of
our
products.
As
a
result,
before
purchasing
our
products,
potential
purchasers
may
spend
a
substantial
amount
of
time
performing
internal
assessments
before
making
a
purchase.
This
may
cause
us
to
devote
significant
effort
in
advance
of
a
potential
sale
without
any
guarantee
of
receiving
any
related
revenues.
Delays
in
sales
could
cause
significant
variability
in
our
revenues
and
operating
results
for
any
particular
period.

Demand for our products may not increase adequately.

The
marketplace
for
industrial
manufacturing
is
dominated
by
conventional
manufacturing
methods
that
do
not
involve
additive
manufacturing
technology.
We
may
not
be
able
to
develop
effective
strategies
to
raise
awareness
among
potential
customers
of
the
benefits
of
our
additive
manufacturing
technology.
If
additive
manufacturing
technology
does
not
gain
market
acceptance
as
an
alternative
for
industrial
manufacturing,
or
if
the
marketplace
adopts
additive
manufacturing
based
on
a
technology
other
than
our
technology,
we
may
not
be
able
to
increase
or
sustain
the
level
of
sales
of
our
products
and
machines
and
our
results
of
operations
would
be
adversely
affected
as
a
result.

Table
of
Contents

We
may
not
be
able
to
significantly
increase
the
number
of
materials
for
use
in
our
3D
printers
fast
enough
to
meet
our
business
plan,
and,
if
we
are
successful,
we
may
attract
more
competitors
into
our
markets,
some
of
which
may
be
much
larger
than
we
are.

Our
business
plan
is
dependent
in
part
upon
our
ability
to
steadily
increase
the
number
of
qualified
materials
in
which
our
3D
printers
can
print,
since
this
will
increase
our
addressable
market.
However,
qualifying
new
materials
is
a
complicated
engineering
task,
and
there
is
no
way
to
predict
whether,
or
when,
any
given
material
will
be
qualified.
If
we
cannot
hire
a
sufficient
number
of
skilled
people
to
work
on
qualifying
new
materials
for
printing
or
if
we
lack
the
resources
necessary
to
create
a
steady
flow
of
new
materials,
we
will
not
be
able
to
meet
our
business
goals
and
a
competitor
may
emerge
that
is
better
at
qualifying
new
materials,
either
of
which
would
have
an
adverse
effect
on
our
business
results.

If,
however,
we
succeed
in
qualifying
a
growing
number
of
materials
for
use
in
our
3D
printers,
that
should
increase
our
addressable
market,
both
as
to
customers
and
products
for
customers.
However,
as
we
create
a
larger
addressable
market,
our
market
may
become
more
attractive
to
other
3D
printing
companies
or
large
companies
that
are
not
3D
printing
companies
but
which
may
see
an
economic
opportunity
in
the
markets
we
have
created.
Similarly,
if
our
focus
on
selling
large
3D
printers
and
3D
printed
products
to
industrial
companies
proves
successful,
an
increase
in
the
number
of
competitors
in
that
particular
market
is
likely
to
adversely
affect
our
business
and
financial
results.

We are highly dependent upon sales to certain industries.

Our
revenues
of
machines
and
products
are
relatively
concentrated
in
companies
in
the
automotive,
foundry,
film
and
entertainment,
aerospace
and
art
and
architecture
industries
and
those
industries'
respective
suppliers.
To
the
extent
any
of
these
industries
experiences
a
downturn
and
we
are
unable
to
penetrate
and
expand
into
other
industries,
our
results
of
operations
may
be
adversely
affected.
Additionally,
if
any
of
these
industries
or
their
respective
suppliers
or
other
providers
of
manufacturing
services
develop
new
technologies
or
alternatives
to
manufacture
the
products
that
are
currently
manufactured
using
our
3D
printers,
it
may
adversely
affect
our
results
of
operations.

If our relationships with suppliers, especially with limited source suppliers of components of and consumables for our products, were to terminate or our
manufacturing arrangements were to be disrupted, our business could be adversely affected.

We
purchase
components
and
certain
sub-assemblies
for
our
systems
and
consumables
that
are
used
in
our
print
materials
from
third-party
suppliers.
While
there
are
several
potential
suppliers
of
most
of
the
components
and
sub-assemblies
for
our
systems,
and
for
most
of
the
consumables
for
our
print
materials,
we
currently
choose
to
use
only
a
limited
number
of
suppliers
for
several
of
these
components
and
materials.
Our
reliance
on
a
limited
number
of
vendors
involves
a
number
of
risks,
including:

•

potential
shortages
of
some
key
components;

product
performance
shortfalls,
if
traceable
to
particular
product
components,
since
the
supplier
of
the
faulty
component
cannot
readily
be
replaced;

discontinuation
of
a
product
on
which
we
rely;

potential
insolvency
of
these
vendors;
and

reduced
control
over
delivery
schedules,
manufacturing
capabilities,
quality
and
costs.

In
addition,
we
require
any
new
supplier
to
become
"qualified"
pursuant
to
our
internal
procedures.
The
qualification
process
involves
evaluations
of
varying
durations,
which
may
cause
production
delays
if
we
were
required
to
qualify
a
new
supplier
unexpectedly.
We
generally
assemble

Table
of
Contents

our
systems
based
on
our
internal
forecasts
and
the
availability
of
consumables,
assemblies,
components
and
finished
goods
that
are
supplied
to
us
by
third
parties,
which
are
subject
to
various
lead
times.
If
certain
suppliers
were
to
decide
to
discontinue
production
of
an
assembly,
component
or
consumable
that
we
use,
the
unanticipated
change
in
the
availability
of
supplies,
or
unanticipated
supply
limitations,
could
cause
delays
in,
or
loss
of,
sales,
increased
production
or
related
costs
and,
consequently,
reduced
margins,
and
damage
to
our
reputation.
If
we
are
unable
to
find
a
suitable
supplier
for
a
particular
component,
consumable
or
compound,
we
could
be
required
to
modify
our
existing
products
to
accommodate
substitute
components,
consumables
or
compounds.
In
addition,
because
we
use
a
limited
number
of
suppliers,
increases
in
the
prices
charged
by
our
suppliers
may
have
an
adverse
effect
on
our
results
of
operations,
as
we
may
be
unable
to
find
a
supplier
who
can
supply
us
at
a
lower
price.
As
a
result,
the
loss
of
a
limited
source
supplier
could
adversely
affect
our
relationships
with
our
customers
and
our
results
of
operations
and
financial
condition.

We may not be able to manage the expansion of our operations effectively in order to achieve our projected levels of growth.

We
have
expanded
our
operations
significantly
in
recent
periods,
including
both
our
German
and
U.S.
operations,
and
our
business
plan
calls
for
further
expansion
over
the
next
several
years,
including
into
Asia
and
North
America.
Our
expansion
in
Asia
is
proceeding
through
the
establishment
of
our
new
subsidiaries
in
India
and
China.
The
legal,
market
and
cultural
environment
in
both
India
and
China
represent
challenges
for
our
management.
We
anticipate
that
further
development
of
our
infrastructure
and
an
increase
in
the
number
of
our
employees
will
be
required
to
achieve
our
planned
broadening
of
our
product
offerings
and
client
base,
improvements
in
our
3D
printers
and
materials
used
in
our
3D
printers,
and
our
ongoing
international
growth.
In
particular,
we
must
increase
our
marketing
and
services
staff
to
support
new
marketing
and
service
activities
and
to
meet
the
needs
of
both
new
and
existing
customers.
Our
ability
to
successfully
increase
our
marketing
efforts
is
not
guaranteed,
and
if
we
are
not
able
to
successfully
increase
our
marketing
efforts,
we
may
not
be
able
to
grow
our
business
as
intended.
Our
future
success
will
depend
in
part
upon
the
ability
of
our
management
to
manage
our
growth
effectively.
If
our
management
is
unsuccessful
in
meeting
these
challenges,
we
may
not
be
able
to
achieve
our
anticipated
level
of
growth,
which
would
adversely
affect
our
results
of
operations.

Our operations could suffer if we are unable to attract and retain key management or other key employees.

Our
success
depends
upon
the
continued
service
and
performance
of
our
senior
management
and
other
key
personnel.
Our
senior
management
team
is
critical
to
the
management
of
our
business
and
operations,
as
well
as
to
the
development
of
our
strategy.
The
loss
of
the
services
of
any
members
of
our
senior
management
team
could
delay
or
prevent
the
successful
implementation
of
our
growth
strategy,
or
the
commercialization
of
new
applications
for
our
3D
printers
or
other
products,
or
could
otherwise
adversely
affect
our
ability
to
manage
our
company
effectively
and
carry
out
our
business
plan.
Members
of
our
senior
management
team
may
resign
at
any
time.
High
demand
exists
for
senior
management
and
other
key
personnel
in
the
additive
manufacturing
industry,
and
there
can
be
no
assurance
that
we
will
be
able
to
retain
such
personnel.
We
do
not
carry
key-man
insurance
on
any
member
of
our
senior
management
team.

Our
growth
and
success
will
also
depend
on
our
ability
to
attract
and
retain
additional
highly-qualified
scientific,
technical,
sales,
managerial
and
finance
personnel.
We
have
experienced
and
expect
to
continue
to
experience
intense
competition
for
qualified
personnel.
While
we
intend
to
continue
to
provide
competitive
compensation
packages
to
attract
and
retain
key
personnel,
some
of
our
competitors
for
these
employees
have
greater
resources
and
more
experience,
making
it
difficult
for
us
to
compete
successfully
for
key
personnel.
If
we
cannot
attract
and
retain
sufficiently
qualified
technical
employees
for
our
research
and
development
and
manufacturing
operations,
we
may
be
unable
to

Table
of
Contents

develop
and
commercialize
new
products
or
new
applications
for
existing
products.
Furthermore,
possible
shortages
of
key
personnel,
including
engineers,
in
the
regions
surrounding
our
European
facilities
could
require
us
to
pay
more
to
hire
and
retain
key
personnel,
thereby
increasing
our
costs.

We may need to raise additional capital from time to time in order to meet our growth strategy and may be unable to do so on attractive terms, or at all.

We
intend
to
continue
to
make
investments
to
support
the
growth
of
our
business
and
may
require
additional
funds
to
respond
to
business
challenges,
including
the
need
to
implement
our
growth
strategy,
increase
market
share
in
our
current
markets
or
expand
into
other
markets,
or
broaden
our
technology,
intellectual
property
or
service
capabilities.
Accordingly,
we
may
require
additional
investments
of
capital
from
time
to
time,
and
our
existing
sources
of
cash
and
any
funds
generated
from
operations
may
not
provide
us
with
sufficient
capital.
For
various
reasons,
including
any
noncompliance
with
existing
or
future
lending
arrangements,
additional
financing,
including
lease
financing
for
sale
and
leaseback
transactions,
may
not
be
available
when
needed,
or
may
not
be
available
on
terms
favorable
to
us.
If
we
fail
to
obtain
adequate
capital
on
a
timely
basis
or
if
capital
cannot
be
obtained
on
terms
satisfactory
to
us,
we
may
not
be
able
to
achieve
our
planned
rate
of
growth,
which
will
adversely
affect
our
results
of
operations.

We face significant competition in many aspects of our business, which could cause our revenues and gross profit margins to decline. Competition could also
cause us to reduce sales prices or to incur additional marketing or production costs, which could result in decreased revenue, increased costs and reduced
margins.

We
compete
for
customers
with
a
wide
variety
of
producers
of
equipment
for
models,
prototypes,
other
3D
objects
and
end-use
parts
as
well
as
producers
of
print
materials
and
services
for
this
equipment.
Some
of
our
existing
and
potential
competitors
are
researching,
designing,
developing
and
marketing
other
types
of
competitive
equipment,
print
materials
and
services.
Many
of
these
competitors
have
financial,
marketing,
manufacturing,
distribution
and
other
resources
that
are
substantially
greater
than
ours.

We
also
expect
that
future
competition
may
arise
from
the
development
of
allied
or
related
techniques
for
equipment
and
print
materials
that
are
not
encompassed
by
our
patents,
from
the
issuance
of
patents
to
other
companies
that
may
inhibit
our
ability
to
develop
certain
products,
from
our
entry
into
new
geographic
markets
and
industries
and
from
improvements
to
existing
print
materials
and
equipment
technologies.
In
addition,
a
number
of
companies
have
announced
beginning
production
of
3D
printers,
which
will
further
enhance
the
competition
we
face.

We
intend
to
continue
to
follow
a
strategy
of
continuing
product
development
to
enhance
our
position
to
the
extent
practicable.
We
cannot
assure
you
that
we
will
be
able
to
maintain
our
current
position
in
the
field
or
continue
to
compete
successfully
against
current
and
future
sources
of
competition.
If
we
do
not
keep
pace
with
technological
change
and
introduce
new
products,
our
revenues
and
demand
for
our
products
may
decrease.

Our operations outside of Germany subject us to various risks, and our failure to manage these risks could adversely affect our results of operations.

Our
business
is
subject
to
certain
risks
associated
with
doing
business
globally.
Our
sales
outside
of
Germany
represented
71%,
71%,
and
62%
of
our
total
sales
in
2015,
2014,
and
2013,
respectively.
We
currently
have
subsidiaries
in
China,
India,
the
UK
and
the
United
States.
One
of
our
growth
strategies
is
to
further
pursue
opportunities
for
our
business
in
several
areas
around
the
world,
both
inside
and
outside
of
Germany
and
Europe,
any
or
all
of
which
could
be
adversely
affected
by
the
risks
set
forth

Table
of
Contents

below.
Accordingly,
we
face
significant
operational
risks
as
a
result
of
doing
business
internationally,
such
as:

•

fluctuations
in
foreign
currency
exchange
rates;

potentially
longer
sales
and
payment
cycles;

potentially
greater
difficulties
in
collecting
accounts
receivable;

potentially
adverse
tax
consequences;

challenges
in
providing
solutions
across
a
significant
distance,
in
different
languages
and
among
different
cultures;

different,
complex
and
changing
laws
governing
intellectual
property
rights,
sometimes
affording
reduced
protection
of
intellectual
property
rights
in
certain
countries;

difficulties
in
staffing
and
managing
foreign
operations,
particularly
in
new
geographic
locations;

restrictions
imposed
by
local
labor
practices
and
laws
on
our
business
and
operations;

rapid
changes
in
government,
economic
and
political
policies
and
conditions,
political
or
civil
unrest
or
instability,
terrorism
or
epidemics
and
other
similar
outbreaks
or
events;

operating
in
countries
with
a
higher
incidence
of
corruption
and
fraudulent
business
practices;

seasonal
reductions
in
business
activity
in
certain
parts
of
the
world,
particularly
during
the
summer
months
in
Europe;

costs
and
difficulties
of
customizing
products
for
foreign
countries;

compliance
with
a
wide
variety
of
complex
foreign
laws,
treaties
and
regulations;

transportation
delays;

tariffs,
trade
barriers
and
other
regulatory
or
contractual
limitations
on
our
ability
to
sell
or
develop
our
products
in
certain
foreign
markets;
and

becoming
subject
to
the
laws,
regulations
and
court
systems
of
multiple
jurisdictions.

Our
failure
to
manage
the
market
and
operational
risks
associated
with
our
international
operations
effectively
could
limit
the
future
growth
of
our
business
and
adversely
affect
our
results
of
operations.

Our international operations pose currency risks, which may adversely affect our operating results and net income.

Our
operating
results
may
be
affected
by
volatility
in
currency
exchange
rates
and
our
ability
to
effectively
manage
our
currency
transaction
risks.
Currency
exchange
rate
fluctuations
have
had
an
impact
on
our
operations
because
voxeljet
AG
provided
intercompany
loans
to
its
subsidiaries
in
foreign
currency.
As
we
realize
upon
our
strategy
to
expand
internationally,
our
exposure
to
currency
risks
will
increase.
We
do
not
manage
our
foreign
currency
exposure
in
a
manner
that
would
eliminate
the
effects
of
changes
in
foreign
exchange
rates.
Therefore,
changes
in
exchange
rates
between
these
foreign
currencies
and
the
euro
will
affect
our
revenues,
cost
of
goods
sold,
and
operating
margins,
and
could
result
in
exchange
losses
in
any
given
reporting
period.

We
incur
currency
transaction
risks
whenever
we
enter
into
either
a
purchase
or
a
sale
transaction
using
a
different
currency
from
the
currency
in
which
we
report
revenues.
In
such
cases
we
may
suffer
an
exchange
loss
because
we
do
not
currently
engage
in
currency
swaps
or
other
currency
hedging
strategies
to
address
this
risk.

Table
of
Contents

Given
the
volatility
of
exchange
rates,
we
can
give
no
assurance
that
we
will
be
able
to
effectively
manage
our
currency
transaction
risks
or
that
any
volatility
in
currency
exchange
rates
will
not
have
an
adverse
effect
on
our
results
of
operations.

We may engage in future acquisitions that could disrupt our business, cause dilution to our shareholders and harm our financial condition and operating
results.

While
we
currently
have
no
specific
plans
to
acquire
any
other
businesses,
we
may,
in
the
future,
engage
in
joint
ventures
with
or
make
acquisitions
of,
or
investments
in,
companies
that
we
believe
have
products
or
capabilities
that
are
a
strategic
or
commercial
fit
with
our
current
business
or
otherwise
offer
opportunities
for
our
company.
In
connection
with
these
acquisitions
or
investments,
we
may:

•

issue
ADSs
or
other
forms
of
equity
that
would
dilute
our
existing
shareholders'
percentage
of
ownership;

incur
debt
and
assume
liabilities;
and

incur
amortization
expenses
related
to
intangible
assets
or
incur
large
and
immediate
write-offs.

We
may
not
be
able
to
complete
future
acquisitions
on
favorable
terms,
if
at
all.
If
we
do
complete
an
additional
acquisition,
we
cannot
assure
you
that
it
will
ultimately
strengthen
our
competitive
position
or
that
it
will
be
viewed
positively
by
customers,
financial
markets
or
investors.
Furthermore,
future
acquisitions
could
pose
numerous
additional
risks
to
our
operations,
including:

•

problems
integrating
the
purchased
business,
products
or
technologies;

challenges
in
achieving
strategic
objectives,
cost
savings
and
other
anticipated
benefits;

increases
to
our
expenses;

the
assumption
of
significant
liabilities
that
exceed
the
limitations
of
any
applicable
indemnification
provisions
or
the
financial
resources
of
any
indemnifying
party;

inability
to
maintain
relationships
with
key
customers,
vendors
and
other
business
partners
of
the
acquired
businesses;

diversion
of
management's
attention
from
their
day-to-day
responsibilities;

difficulty
in
maintaining
controls,
procedures
and
policies
during
the
transition
and
integration;

entrance
into
marketplaces
where
we
have
no
or
limited
prior
experience
and
where
competitors
have
stronger
marketplace
positions;

potential
loss
of
key
employees,
particularly
those
of
the
acquired
entity;
and

that
historical
financial
information
may
not
be
representative
or
indicative
of
our
results
as
a
combined
company.

Global economic, political and social conditions have adversely impacted our sales and may continue to do so.

The
uncertain
direction
and
relative
strength
of
the
global
economy,
difficulties
in
the
financial
services
sector
and
credit
markets,
continuing
geopolitical
uncertainties
and
other
macroeconomic
factors
all
affect
spending
behavior
of
potential
end
users
of
our
products.
The
prospects
for
economic
growth
in
Europe,
the
United
States
and
other
countries
remain
uncertain
and
may
cause
end
users
to
further
delay
or
reduce
technology
purchases.
In
particular,
a
substantial
portion
of
our
sales
are
made
to
customers
in
countries
in
Europe,
which
has
recently
experienced
a
significant
economic
crisis.
If
global
economic
conditions
remain
volatile
for
a
prolonged
period
or
if
European
economies
experience
further
disruptions,
our
results
of
operations
could
be
adversely
affected.

Table
of
Contents

Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation could result in fines, criminal penalties and an
adverse effect on our business.

We
operate
in
a
number
of
countries
throughout
the
world,
including
countries
known
to
have
a
reputation
for
corruption.
We
are
committed
to
doing
business
in
accordance
with
applicable
anti-corruption
laws.
We
are
subject,
however,
to
the
risk
that
our
officers,
directors,
employees,
agents
and
collaborators
may
take
action
determined
to
be
in
violation
of
such
anti-corruption
laws,
including
the
U.S.
Foreign
Corrupt
Practices
Act
of
1977,
the
U.K.
Bribery
Act
2010
and
the
European
Union
Anti-Corruption
Act,
as
well
as
trade
sanctions
administered
by
the
Office
of
Foreign
Assets
Control
and
the
U.S.
Department
of
Commerce.
Any
such
violation
could
result
in
substantial
fines,
sanctions,
civil
and/or
criminal
penalties
or
curtailment
of
operations
in
certain
jurisdictions,
and
might
adversely
affect
our
results
of
operations.
In
addition,
actual
or
alleged
violations
could
damage
our
reputation
and
ability
to
do
business.

We rely on our information technology systems to manage numerous aspects of our business and customer and supplier relationships, and a disruption of
these systems could adversely affect our results of operations.

We
rely
on
our
information
technology,
or
IT,
systems
to
manage
numerous
aspects
of
our
business
and
provide
analytical
information
to
management.
In
2014,
we
launched
a
project
to
implement
a
new
ERP-system
in
the
areas
of
accounting
and
control,
which
was
completed
on
January
1,
2015
and
enables
us
to
perform
our
bookkeeping
more
efficiently
and
to
run
detailed
analyses
and
evaluations
regarding
our
revenues,
expenses
and
profitability.
Our
IT
systems
allow
us
to
efficiently
purchase
products
from
our
suppliers,
provide
procurement
and
logistic
services,
ship
products
to
our
customers
on
a
timely
basis,
maintain
cost-
effective
operations
and
provide
service
to
our
customers.
Our
IT
systems
are
an
essential
component
of
our
business
and
growth
strategies,
and
a
disruption
to
our
IT
systems
could
significantly
limit
our
ability
to
manage
and
operate
our
business
efficiently.
Although
we
take
steps
to
secure
our
IT
systems,
including
our
computer
systems,
intranet
and
internet
sites,
email
and
other
telecommunications
and
data
networks,
the
security
measures
we
have
implemented
may
not
be
effective
and
our
systems
may
be
vulnerable
to,
among
other
things,
damage
and
interruption
from
power
loss,
including
as
a
result
of
natural
disasters,
computer
system
and
network
failures,
loss
of
telecommunication
services,
operator
negligence,
loss
of
data,
security
breaches,
computer
viruses
and
other
disruptive
events.
Any
such
disruption
could
adversely
affect
our
reputation,
brand
and
financial
condition.

Defects in new products or in enhancements to our existing products that give rise to product returns or warranty or other claims could result in material
expenses, diversion of management time and attention, and damage to our reputation.

Our
3D
printing
systems
may
contain
undetected
defects
or
errors
when
first
introduced
or
as
enhancements
are
released
that,
despite
testing,
are
not
discovered
until
after
a
system
has
been
used.
This
could
result
in
delayed
market
acceptance
of
those
systems
or
claims
from
sales
agents,
end-users
or
others,
which
may
result
in
litigation,
increased
end-user
service
and
support
costs
and
warranty
claims,
damage
to
our
reputation
and
business,
or
significant
costs
to
correct
the
defect
or
error.
We
may
from
time
to
time
become
subject
to
warranty
or
product
liability
claims
related
to
product
quality
issues
that
could
lead
us
to
incur
significant
expenses.

We could face liability if our 3D printers are used by our customers to print dangerous objects.

Customers
may
use
our
3D
printers
to
print
parts
that
could
be
used
in
a
harmful
way
or
could
otherwise
be
dangerous.
For
example,
there
have
been
recent
news
reports
that
3D
printers
were
used
to
print
guns
or
other
weapons.
We
have
little,
if
any,
control
over
what
objects
our
customers
print
using
our
3D
printers,
and
it
may
be
difficult,
if
not
impossible,
for
us
to
monitor
and
prevent
customers
from
printing
weapons
with
our
3D
printers.
While
we
have
never
printed
weapons
in
any
of

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of
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our
service
centers,
there
can
be
no
assurance
that
we
will
not
be
held
liable
if
someone
were
injured
or
killed
by
a
weapon
printed
by
a
customer
using
one
of
our
3D
printers.

A loss of a significant number of our sales agents would impair our ability to sell our products and services and could reduce our revenues and adversely
impact our operating results.

We
expect
most
of
our
sales
of
our
products
to
be
made
with
the
assistance
of
our
network
of
sales
agents.
We
rely
heavily
on
these
sales
agents
to
facilitate
sales
of
our
products
to
end-users
in
their
respective
geographic
regions.
Furthermore,
we
rely
on
sales
agents
to
service
our
products.
These
sales
agents
are
generally
not
precluded
from
selling
our
competitors'
products
in
addition
to
ours.
In
addition,
they
may
not
be
effective
in
selling
our
products
or
servicing
our
end-users.
Further,
if
a
significant
number
of
these
sales
agents
were
to
terminate
their
relationships
with
us
or
otherwise
fail
or
refuse
to
facilitate
sales
of
our
products,
we
may
not
be
able
to
find
replacements
that
are
as
qualified
or
as
successful.
If
these
sales
agents
do
not
perform
as
anticipated
or
if
we
are
unable
to
find
qualified
and
successful
replacements,
our
sales
will
suffer,
which
would
have
a
material
adverse
effect
on
our
revenues
and
operating
results.

Workplace accidents or environmental damage could result in substantial remedial obligations and damage to our reputation.

Accidents
or
other
incidents
that
occur
at
our
facilities
or
involve
our
personnel
or
operations
could
result
in
claims
for
damages
against
us.
In
addition,
in
the
event
we
are
found
to
be
financially
responsible,
as
a
result
of
environmental
or
other
laws
or
by
court
order,
for
environmental
damages
alleged
to
have
been
caused
by
us
or
occurring
on
our
premises,
we
could
be
required
to
pay
substantial
monetary
damages
or
undertake
expensive
remedial
obligations.
The
amount
of
any
costs,
including
fines
or
damages
payments
that
we
might
incur
under
such
circumstances
could
substantially
exceed
any
insurance
we
have
to
cover
such
losses.
Any
of
these
events,
alone
or
in
combination,
could
have
a
material
adverse
effect
on
our
business,
financial
condition
and
results
of
operations
and
could
adversely
affect
our
reputation.

Our operations are subject to environmental laws and other government regulations which could result in liabilities in the future.

We
are
subject
to
domestic
and
foreign
environmental
laws
and
regulations
governing
our
operations,
including,
but
not
limited
to,
emissions
into
the
air
and
water
and
the
use,
handling,
disposal
and
remediation
of
hazardous
substances.
A
certain
risk
of
environmental
liability
is
inherent
in
our
production
activities.
Under
certain
environmental
laws,
we
could
be
held
solely
or
jointly
and
severally
responsible,
regardless
of
fault,
for
the
remediation
of
any
hazardous
substance
contamination
at
our
facilities
and
at
facilities
where
our
products
are
used
and
the
respective
consequences
arising
out
of
human
exposure
to
such
substances
or
other
environmental
damage.
We
may
not
have
been
and
may
not
be
at
all
times
in
complete
compliance
with
environmental
laws,
regulations
and
permits,
and
the
nature
of
our
operations
exposes
us
to
the
risk
of
liabilities
or
claims
with
respect
to
environmental
and
worker
health
and
safety
matters.
If
we
violate
or
fail
to
comply
with
environmental
laws,
regulations
and
permits,
we
could
be
subject
to
penalties,
fines,
restrictions
on
operations
or
other
sanctions,
and
our
operations
could
be
interrupted.

The
cost
of
complying
with
current
and
future
environmental,
health
and
safety
laws
applicable
to
our
operations,
or
the
liabilities
arising
from
past
releases
of,
or
exposure
to,
hazardous
substances,
may
result
in
future
expenditures.
Any
of
these
developments,
alone
or
in
combination,
could
have
a
material
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.

Table
of
Contents

We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.

In
the
ordinary
course
of
business,
we
have
been,
and
in
the
future
may
be,
subject
to
various
product
and
non-product
related
claims,
lawsuits
and
administrative
proceedings
seeking
damages
or
other
remedies
arising
out
of
our
commercial
operations,
including
litigation
related
to
defects
in
our
products.
We
maintain
insurance
to
cover
our
potential
exposure
for
most
claims
and
losses.
However,
our
insurance
coverage
is
subject
to
various
exclusions,
self-retentions
and
deductibles,
may
be
inadequate
or
unavailable
to
protect
us
fully,
and
may
be
cancelled
or
otherwise
terminated
by
the
insurer.
Furthermore,
we
face
the
following
additional
risks
related
to
our
insurance
coverage:

•

we
may
not
be
able
to
continue
to
obtain
insurance
coverage
on
commercially
reasonable
terms,
or
at
all;

we
may
be
faced
with
types
of
liabilities
that
are
not
covered
under
our
insurance
policies,
such
as
environmental
contamination
or
terrorist
attacks,
and
that
exceed
any
amounts
that
we
may
have
reserved
for
such
liabilities;

the
amount
of
any
liabilities
that
we
may
face
may
exceed
our
policy
limits;
and

we
may
incur
losses
resulting
from
the
interruption
of
our
business
that
may
not
be
fully
covered
under
our
insurance
policies.

Even
a
partially
uninsured
claim
of
significant
size,
if
successful,
could
have
a
material
adverse
affect
on
our
business,
financial
condition,
results
of
operations
and
liquidity.
However,
even
if
we
successfully
defend
ourselves
against
any
such
claim,
we
could
be
forced
to
spend
a
substantial
amount
of
money
in
litigation
expenses,
our
management
could
be
required
to
spend
valuable
time
defending
these
claims
and
our
reputation
could
suffer,
any
of
which
could
adversely
affect
our
results
of
operations.

If our manufacturing facility or any of our on-demand parts service centers are disrupted, sales of our products may be affected, which could result in loss of
revenues and unforeseen costs.

We
manufacture
our
machines
at
our
facility
in
Germany.
We
currently
operate
on-demand
parts
service
centers
located
in
Germany,
the
United
Kingdom,
the
United
States
of
America
and
plan
to
operate
in
other
locations
in
the
future.
If
the
operations
of
these
facilities
are
materially
disrupted,
whether
by
natural
disasters,
demonstrations,
acts
of
terror,
or
otherwise,
we
would
be
unable
to
fulfill
customer
orders
for
the
period
of
the
disruption,
we
would
not
be
able
to
recognize
revenues
on
orders,
we
could
suffer
damage
to
our
reputation,
and
we
might
need
to
modify
our
standard
sales
terms
to
secure
the
commitment
of
new
customers
during
the
period
of
the
disruption
and
perhaps
longer.
Depending
on
the
cause
of
the
disruption,
we
could
incur
significant
costs
to
remedy
the
disruption
and
resume
product
shipments.
Such
a
disruption
could
have
an
adverse
effect
on
our
results
of
operations.

New regulations related to conflict-free minerals may cause us to incur additional expenses and may create challenges with our customers.

The
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
contains
provisions
to
improve
transparency
and
accountability
regarding
the
use
of
"conflict"
minerals
mined
from
the
Democratic
Republic
of
Congo
and
adjoining
countries,
collectively,
the
DRC.
The
SEC
has
established
new
annual
disclosure
and
reporting
requirements
for
those
companies
who
use
"conflict"
minerals
sourced
from
the
DRC
in
their
products.
As
we
use
tungsten,
a
"conflict"
mineral,
in
our
research
and
development
department,
these
new
requirements
could
limit
the
pool
of
suppliers
who
can
provide
conflict-free
minerals,
and,
as
a
result,
we
cannot
ensure
that
we
will
be
able
to
obtain
these
conflict-free
minerals
in
sufficient
quantities
or
at
competitive
prices.
Compliance
with
these
new
requirements
may
also
increase
our
costs.
In
addition,
we
may
face
challenges
with
our
customers
in
the
future
if
our

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of
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customers
require
that
all
our
products
are
certified
as
"conflict"
mineral-free
and
we
are
unable
to
sufficiently
verify
the
origins
of
the
minerals
used
in
our
material
sets.

We may have exposure to greater than anticipated tax liabilities which could adversely affect our operating results.

Our
future
income
taxes
could
be
adversely
affected
by
changes
in
tax
laws,
regulations,
accounting
principles
or
interpretations
thereof,
in
jurisdictions
around
the
world.
In
addition,
there
is
a
risk
that
amounts
paid
or
received
in
transactions
between
us
and
one
of
our
international
subsidiaries
could
be
deemed
for
transfer
pricing
purposes
to
be
lower
or
higher
than
we
previously
recognized
or
expected
to
recognize,
or
that
distributions
to
us
from
one
of
our
international
subsidiaries
could
be
subject
to
withholding
tax.
Our
determination
of
our
tax
liability
is
always
subject
to
review
by
applicable
tax
authorities.
Any
negative
outcome
of
such
a
review
could
have
an
adverse
effect
on
our
operating
results
and
financial
condition.
In
addition,
the
determination
of
our
worldwide
provision
for
income
taxes
and
other
tax
liabilities
requires
significant
judgment,
and
there
are
many
transactions
and
calculations
where
the
ultimate
tax
determination
is
uncertain.
Although
we
believe
our
estimates
are
reasonable,
the
ultimate
tax
outcome
may
differ
from
the
amounts
recorded
in
our
financial
statements
and
could
adversely
affect
our
operating
results.

Risks
Related
to
Our
Intellectual
Property

If
we
are
unable
to
obtain
patent
protection
for
our
products
or
otherwise
protect
our
intellectual
property
rights,
our
business
could
suffer.

We
rely
on
a
combination
of
patents,
trademarks,
trade
secrets
and
confidentiality
agreements
and
other
contractual
arrangements
with
our
employees,
end-
users
and
others
to
maintain
our
competitive
position.
Our
success
depends,
in
part,
on
our
ability
to
obtain
patent
protection
for
or
maintain
as
trade
secrets
our
proprietary
products,
technologies
and
inventions
and
to
maintain
the
confidentiality
of
our
trade
secrets
and
know-how,
operate
without
infringing
upon
the
proprietary
rights
of
others
and
prevent
others
from
infringing
upon
our
business
proprietary
rights.

Despite
our
efforts
to
protect
our
proprietary
rights,
it
is
possible
that
competitors
or
other
unauthorized
third
parties
may
obtain,
copy,
use
or
disclose
our
technologies,
inventions,
processes
or
improvements.
We
cannot
assure
you
that
any
of
our
existing
or
future
patents
or
other
intellectual
property
rights
will
be
enforceable,
will
not
be
challenged,
invalidated
or
circumvented,
or
will
otherwise
provide
us
with
meaningful
protection
or
any
competitive
advantage.
In
addition,
our
pending
patent
applications
may
not
be
granted,
and
we
may
not
be
able
to
obtain
foreign
patents
or
elect
to
file
applications
corresponding
to
our
U.S.
and
E.U.
patents.
The
laws
of
certain
countries
outside
the
United
States
and
European
Union
may
not
provide
the
same
level
of
patent
protection
as
in
the
United
States
and
the
European
Union,
so
even
if
we
assert
our
patents
or
obtain
additional
patents
in
countries
outside
of
the
United
States
and
the
European
Union,
effective
enforcement
of
such
patents
may
not
be
available.
If
our
patents
do
not
adequately
protect
our
technology,
our
competitors
may
be
able
to
offer
additive
manufacturing
systems
or
other
products
similar
to
ours.
Our
competitors
may
also
be
able
to
develop
similar
technology
independently
or
design
around
our
patents,
and
we
may
not
be
able
to
detect
the
unauthorized
use
of
our
proprietary
technology
or
take
appropriate
steps
to
prevent
such
use.
Any
of
the
foregoing
events
would
lead
to
increased
competition
and
lower
revenues
or
gross
margins,
which
could
adversely
affect
our
operating
results.

We may not be able to protect our trade secrets and intellectual property.

While
some
of
our
technology
is
licensed
under
patents
belonging
to
others
or
is
covered
by
process
patents
which
are
owned
or
applied
for
by
us,
much
of
our
key
technology
is
not
protected
by
patents.
Furthermore,
patents
are
jurisdictional
in
nature
and
therefore
only
protect
us
in
certain

Table
of
Contents

markets,
rather
than
globally.
In
particular,
in
fast-growing
markets
such
as
China
and
India,
our
technology
is
not
protected
by
patents.
We
have
devoted
substantial
resources
to
the
development
of
our
technology,
trade
secrets,
know-how
and
other
unregistered
proprietary
rights.
While
we
enter
into
confidentiality
and
invention
assignment
agreements
intended
to
protect
such
rights,
such
agreements
can
be
difficult
and
costly
to
enforce
or
may
not
provide
adequate
remedies
if
violated.
Such
agreements
may
be
breached
and
confidential
information
may
be
willfully
or
unintentionally
disclosed,
or
our
competitors
or
other
parties
may
learn
of
the
information
in
some
other
way.
Since
we
cannot
legally
prevent
one
or
more
other
companies
from
developing
similar
or
identical
technology
to
our
unpatented
technology,
it
is
likely
that,
over
time,
one
or
more
other
companies
may
be
able
to
replicate
our
technology,
thereby
reducing
our
technological
advantages.
If
we
do
not
protect
our
technology
or
are
unable
to
develop
new
technology
that
can
be
protected
by
patents
or
as
trade
secrets,
we
may
face
increased
competition
from
other
companies,
which
may
adversely
affect
our
results
of
operations.

We enjoy license rights and exclusivity of certain patents and intellectual property and cannot adequately estimate the effects of their expiration upon the
entrance or advancement of competitors into the additive manufacturing industrial market.

We
have
exclusive
and
non-exclusive
license
rights
to
certain
patents
that
we
utilize
in
the
industrial
market.
Some
of
these
patents
have
already
expired,
and
others
will
expire
within
the
next
one
to
three
years.
We
cannot
adequately
estimate
the
effect
that
the
expiration
of
these
patents
will
have
upon
the
entrance
or
advancement
of
other
additive
manufacturing
manufacturers
into
the
industrial
market.
See
"Item
4.
Information
on
the
Company—B.
Business
Overview—
Intellectual
Property."

We may be subject to claims alleging patent infringement.

Our
products
and
technology,
including
the
technology
that
we
license
from
others,
may
infringe
the
intellectual
property
rights
of
third
parties.
Patent
applications
in
the
United
States
and
most
other
countries
are
confidential
for
a
period
of
time
until
they
are
published,
and
the
publication
of
discoveries
in
scientific
or
patent
literature
typically
lags
actual
discoveries
by
several
months
or
more.
As
a
result,
the
nature
of
claims
contained
in
unpublished
patent
filings
around
the
world
is
unknown
to
us,
and
we
cannot
be
certain
that
we
were
the
first
to
conceive
inventions
covered
by
our
patents
or
patent
applications
or
that
we
were
the
first
to
file
patent
applications
covering
such
inventions.
Furthermore,
it
is
not
possible
to
know
in
which
countries
patent
holders
may
choose
to
extend
their
filings
under
the
Patent
Cooperation
Treaty
or
other
mechanisms.
In
addition,
we
may
be
subject
to
intellectual
property
infringement
claims
from
individuals,
vendors
and
other
companies,
including
those
that
are
in
the
business
of
asserting
patents,
but
are
not
commercializing
products
in
the
field
of
3D
printing.
Any
claims
that
our
products
or
processes
infringe
the
intellectual
property
rights
of
others,
regardless
of
the
merit
or
resolution
of
such
claims,
could
cause
us
to
incur
significant
costs
in
responding
to,
defending
and
resolving
such
claims,
and
may
prohibit
or
otherwise
impair
our
ability
to
commercialize
new
or
existing
products.
Any
infringement
by
us
or
our
licensors
of
the
intellectual
property
rights
of
third
parties
may
have
a
material
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.

Third-party
claims
of
intellectual
property
infringement
successfully
asserted
against
us
may
require
us
to
redesign
infringing
technology
or
enter
into
costly
settlement
or
license
agreements
on
terms
that
are
unfavorable
to
us,
prevent
us
from
manufacturing
or
licensing
certain
of
our
products,
subject
us
to
injunctions
restricting
our
sale
of
products
and
use
of
infringing
technology,
cause
severe
disruptions
to
our
operations
or
the
markets
in
which
we
compete,
impose
costly
damage
awards
or
require
indemnification
of
our
sales
agents
and
end-users.
In
addition,
as
a
consequence
of
such
claims,
we
may
incur
significant
costs
in
acquiring
the
necessary
third-party
intellectual
property
rights
for
use
in

Table
of
Contents

our
products
or
developing
non-infringing
substitute
technology.
Any
of
the
foregoing
developments
could
seriously
harm
our
business.

We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other
proceedings.

In
connection
with
the
enforcement
of
our
intellectual
property
rights,
opposing
third
parties
from
obtaining
patent
rights
or
disputes
related
to
the
validity
or
alleged
infringement
of
our
or
third-party
intellectual
property
rights,
including
patent
rights,
we
have
been
and
may
in
the
future
be
subject
or
party
to
claims,
negotiations
or
complex,
protracted
litigation.
Intellectual
property
disputes
and
litigation,
regardless
of
merit,
can
be
costly
and
disruptive
to
our
business
operations
by
diverting
attention
and
energies
of
management
and
key
technical
personnel,
and
by
increasing
our
costs
of
doing
business.
We
may
not
prevail
in
any
such
dispute
or
litigation,
and
an
adverse
decision
in
any
legal
action
involving
intellectual
property
rights,
including
any
such
action
commenced
by
us,
could
limit
the
scope
of
our
intellectual
property
rights
and
the
value
of
the
related
technology.
We
have
previously
been
involved
in
patent
litigation
with
the
Massachusetts
Institute
of
Technology,
or
MIT,
and
Z
Corporation,
or
Z
Corp,
which
we
resolved
through
a
settlement
agreement
with
MIT
and
Z
Corp
and
by
entering
into
a
subsequent
license
agreement
with
Z
Corp.
While
we
strive
to
avoid
infringing
the
intellectual
property
rights
of
third
parties,
we
cannot
provide
any
assurances
that
we
will
be
able
to
avoid
any
infringement
claims.

Obtaining and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment and other requirements imposed
by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic
maintenance
fees
on
any
issued
patent
are
due
to
be
paid
to
the
U.S.
Patent
and
Trademark
Office,
or
USPTO,
and
foreign
patent
agencies
in
several
stages
over
the
lifetime
of
the
patent.
The
USPTO
and
various
foreign
governmental
patent
agencies
require
compliance
with
a
number
of
procedural,
documentary,
fee
payment
and
other
similar
provisions
during
the
patent
application
process.
While
an
inadvertent
lapse
can
in
many
cases
be
cured
by
payment
of
a
late
fee
or
by
other
means
in
accordance
with
the
applicable
rules,
there
are
situations
in
which
noncompliance
can
result
in
abandonment
or
lapse
of
the
patent
or
patent
application,
resulting
in
partial
or
complete
loss
of
patent
rights
in
the
relevant
jurisdiction.
Non-compliance
events
that
could
result
in
abandonment
or
lapse
of
a
patent
or
patent
application
include,
but
are
not
limited
to,
failure
to
respond
to
official
actions
within
prescribed
time
limits,
non-payment
of
fees
and
failure
to
properly
legalize
and
submit
formal
documents.
If
we
or
our
exclusive
licensors
fail
to
maintain
the
patents
and
patent
applications
covering
our
products
and
processes,
our
competitive
position
would
be
adversely
affected.

We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

Certain
of
our
past
and
present
employees
were
previously
employed
at
other
additive
manufacturing
companies,
including
our
competitors
or
potential
competitors.
Some
of
these
employees
executed
proprietary
rights,
non-
disclosure
and
non-competition
agreements
in
connection
with
such
previous
employment.
Although
we
try
to
ensure
that
our
employees
do
not
use
the
proprietary
information
or
know-how
of
others
in
their
work
for
us,
we
may
be
subject
to
claims
that
we
or
these
employees
have
used
or
disclosed
intellectual
property,
including
trade
secrets
or
other
proprietary
information,
of
any
such
employee's
former
employer.
We
are
not
aware
of
any
threatened
or
pending
claims
related
to
these
matters,
but
in
the
future
litigation
may
be
necessary
to
defend
against
such
claims.
If
we
fail
in
defending
any
such
claims,
in
addition
to
paying
monetary
damages,
we
may
lose
valuable
personnel
or
intellectual
property
rights.
Even
if
we
are
successful
in
defending
against
such

Table
of
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claims,
litigation
could
result
in
substantial
costs
and
be
a
distraction
to
management.
As
we
expand
our
operations
into
the
United
States
and
elsewhere,
we
may
face
similar
claims
with
regard
to
our
future
employees
in
these
countries.

Certain of our employees and patents are subject to German law.

The
majority
of
our
employees
work
in
Germany
and
are
subject
to
German
employment
law.
Ideas,
developments,
discoveries
and
inventions
made
by
such
employees
and
consultants
are
subject
to
the
provisions
of
the
German
Act
on
Employees'
Inventions
(
Gesetz über Arbeitnehmererfindungen ),
which
regulates
the
ownership
of,
and
compensation
for,
inventions
made
by
employees.
We
face
the
risk
that
disputes
can
occur
between
us
and
our
employees
or
ex-
employees
pertaining
to
alleged
non-adherence
to
the
provisions
of
this
act
that
may
be
costly
to
defend
and
take
up
our
management's
time
and
efforts
whether
we
prevail
or
fail
in
such
dispute.
In
addition,
under
the
German
Act
on
Employees'
Inventions,
certain
employees
retained
rights
to
patents
they
invented
or
co-invented
prior
to
2009.
Although
most
of
these
employees
have
subsequently
assigned
their
interest
in
these
patents
to
us,
there
is
a
risk
that
the
compensation
we
provided
to
them
may
be
deemed
to
be
insufficient
and
we
may
be
required
under
German
law
to
increase
the
compensation
due
to
such
employees
for
the
use
of
the
patents.
In
those
cases
where
employees
have
not
assigned
their
interests
to
us,
we
may
need
to
pay
compensation
for
the
use
of
those
patents.
If
we
are
required
to
pay
additional
compensation
or
face
other
disputes
under
the
German
Act
on
Employees'
Inventions,
our
results
of
operations
could
be
adversely
affected.

If we fail to comply with our obligations under our intellectual property- related agreements, we could lose rights that are important to our business or be
subject to restrictions on the conduct of our business.

We
have
license
agreements
with
respect
to
certain
intellectual
property
that
is
important
to
our
business
with
both
Z
Corp
and
The
ExOne
Company,
or
ExOne,
that
impose
restrictions
on
our
use
of
certain
intellectual
property.
We
are
party
to
other
intellectual
property-related
agreements
that
also
are
important
to
our
business.
Disputes
may
arise
between
the
counterparties
to
these
agreements
and
us
that
could
result
in
termination
of
these
agreements
or
in
costly
litigation
or
arbitration
that
diverts
management
attention
and
resources.
If
we
fail
to
comply
with
our
obligations
under
our
intellectual
property-related
agreements,
or
misconstrue
the
scope
of
the
rights
granted
to
us
or
restrictions
imposed
on
us
under
these
agreements,
the
counterparties
may
have
the
right
to
terminate
these
agreements
or
sue
us
for
damages
or
equitable
remedies,
including
injunctive
relief.
Termination
of
these
agreements,
the
reduction
or
elimination
of
our
rights
under
these
agreements,
or
the
imposition
of
restrictions
under
these
agreements
that
we
have
not
anticipated
may
result
in
our
having
to
negotiate
new
or
reinstated
licenses
with
less
favorable
terms,
or
to
cease
commercialization
of
licensed
technology
and
products.
This
could
materially
adversely
affect
our
business.

Certain technologies and patents have been developed with partners and we may face restrictions on this jointly-developed intellectual property.

We
have
entered
into
cooperation
agreements
with
a
number
of
industrial
and
commercial
partners,
as
well
as
university
partners.
We
have,
in
some
cases
individually
and
in
other
cases
along
with
our
partners,
filed
for
patent
protection
for
a
number
of
technologies
developed
under
these
agreements
and
may
in
the
future
file
for
further
intellectual
property
protection
and/or
seek
to
commercialize
such
technologies.
Under
some
of
these
agreements,
certain
intellectual
property
developed
by
us
and
the
relevant
partner
may
be
subject
to
joint
ownership
by
us
and
the
partner
and
our
commercial
use
of
such
intellectual
property
may
be
restricted,
or
may
require
written
consent
from,
or
a
separate
agreement
with,
the
partner.
In
other
cases,
we
may
not
have
any
rights
to
use
intellectual
property
solely
developed
and
owned
by
the
partner.
If
we
cannot
obtain
commercial
use

Table
of
Contents

rights
for
such
jointly-owned
intellectual
property
or
partner-owned
intellectual
property,
our
future
product
development
and
commercialization
plans
may
be
adversely
affected.

Risks
related
to
our
ADSs

The price of our ADSs may fluctuate significantly.

The
stock
market
generally,
including
our
ADSs,
has
experienced
extreme
price
and
volume
fluctuations
that
have
often
been
unrelated
or
disproportionate
to
the
operating
performance
of
listed
companies.
Broad
market
and
industry
factors
may
negatively
affect
the
market
price
of
our
ADSs,
regardless
of
our
actual
operating
performance.
The
market
price
and
liquidity
of
the
market
for
our
ADSs
may
fluctuate
and
may
be
significantly
affected
by
numerous
factors,
some
of
which
are
beyond
our
control.
These
factors
include:

•

significant
volatility
in
the
market
price
and
trading
volume
of
securities
of
companies
in
our
sector,
which
is
not
necessarily
related
to
the
operating
performance
of
these
companies;

the
mix
of
products
that
we
sell,
and
related
services
that
we
provide,
during
any
period;
delays
between
our
expenditures
to
develop
and
market
new
products
and
the
generation
of
sales
from
those
products;

changes
in
the
amount
that
we
spend
to
develop,
acquire
or
license
new
products,
technologies
or
businesses;

changes
in
our
expenditures
to
promote
our
products
and
services;

changes
in
the
cost
of
satisfying
our
warranty
obligations
and
servicing
our
installed
base
of
3D
printers;

success
or
failure
of
research
and
development
projects
of
us
or
our
competitors;

announcements
of
acquisitions
by
us
or
one
of
our
competitors;

the
general
tendency
towards
volatility
in
the
market
prices
of
shares
of
companies
that
rely
on
technology
and
innovation;

changes
in
regulatory
policies
or
tax
guidelines;

changes
or
perceived
changes
in
earnings
or
variations
in
operating
results;

any
shortfall
in
revenues
or
net
income
from
levels
expected
by
investors
or
securities
analysts;
and

general
economic
trends
and
other
external
factors.

Our principal shareholders and management own a significant percentage of our ordinary shares and will be able to exert significant influence over matters
subject to shareholder approval.

Members
of
our
supervisory
and
management
boards
and
holders
of
5%
or
more
of
our
ordinary
shares
currently
beneficially
own
24.5%
of
our
ordinary
shares
(including
ordinary
shares
represented
by
ADSs).
These
shareholders
have
significant
influence
over
the
outcome
of
all
matters
requiring
shareholder
approval.
For
example,
these
shareholders
may
be
able
to
influence
the
outcome
of
elections
of
members
of
our
supervisory
board,
amendments
of
our
organizational
documents,
or
approval
of
any
merger,
sale
of
assets,
or
other
major
corporate
transactions.
This
may
prevent
or
discourage
unsolicited
acquisition
proposals
or
offers
for
our
ordinary
shares
or
ADSs
that
you
may
feel
are
in
your
best
interest
as
one
of
our
shareholders.
The
interests
of
this
group
of
shareholders
may
not
always
coincide
with
your
interests
or
the
interests
of
other
shareholders,
and
they
may
act
in
a
manner
that
advances
their
best
interests
and
not
necessarily
those
of
other
shareholders,
including
seeking
a
premium
value
for
their
ordinary
shares,
which
might
affect
the
prevailing
market
price
for
our
ADSs.

Table
of
Contents

Holders of our ADSs may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to
exercise your right to vote.

Except
as
described
in
this
annual
report
and
the
deposit
agreement
relating
to
our
ADSs,
holders
of
the
ADSs
will
not
be
able
to
exercise
voting
rights
attaching
to
the
ordinary
shares
evidenced
by
the
ADSs
on
an
individual
basis.
Under
the
terms
of
the
deposit
agreement,
holders
of
the
ADSs
appoint
the
depositary
or
its
nominee
as
their
representative
to
exercise
the
voting
rights
attaching
to
the
ordinary
shares
represented
by
the
ADSs.
You
may
not
receive
voting
materials
in
time
to
instruct
the
depositary
to
vote,
and
it
is
possible
that
you,
or
persons
who
hold
their
ADSs
through
brokers,
dealers
or
other
third
parties,
will
not
have
the
opportunity
to
exercise
a
right
to
vote.

You may not receive distributions on our ordinary shares represented by the ADSs or any value for them.

Under
the
terms
of
the
deposit
agreement
relating
to
our
ADSs,
the
depositary
for
the
ADSs
has
agreed
to
pay
to
you
the
cash
dividends
or
other
distributions
it
or
the
custodian
receives
on
our
ordinary
shares
or
other
deposited
securities
after
deducting
its
fees
and
expenses.
You
will
receive
these
distributions
in
proportion
to
the
number
of
our
ordinary
shares
your
ADSs
represent.
However,
in
accordance
with
the
limitations
set
forth
in
the
deposit
agreement,
it
may
be
unlawful
or
impractical
to
make
a
distribution
available
to
holders
of
ADSs.
In
addition,
with
respect
to
distributions
of
rights
to
subscribe
for
additional
ordinary
shares
or
ADSs,
such
distributions
will
only
be
made
if
we
request
such
rights
be
made
available
to
holders
of
the
ADSs.
We
have
no
obligation
to
take
any
other
action
to
permit
the
distribution
of
the
ADSs,
ordinary
shares,
rights
or
anything
else
to
holders
of
the
ADSs.
This
means
that
you
may
not
receive
the
distributions
we
make
on
our
ordinary
shares
or
any
value
from
them.
These
restrictions
may
have
a
material
adverse
effect
on
the
value
of
your
ADSs.

We have no present intention to pay dividends on our ordinary shares in the foreseeable future and, consequently, your only opportunity to achieve a return on
your investment during that time is if the price of our ADSs appreciates.

We
have
no
present
intention
to
pay
dividends
on
our
ordinary
shares
in
the
foreseeable
future.
Any
recommendation
by
our
management
and
supervisory
boards
to
pay
dividends
will
depend
on
many
factors,
including
our
financial
condition,
results
of
operations,
legal
requirements
and
other
factors.
Accordingly,
if
the
price
of
our
ADSs
declines
in
the
foreseeable
future,
you
will
incur
a
loss
on
your
investment,
without
the
likelihood
that
this
loss
will
be
offset
in
part
or
at
all
by
potential
future
cash
dividends.

As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than
U.S. companies. This may limit the information available to holders of ADSs.

We
are
a
"foreign
private
issuer,"
as
defined
in
the
SEC
rules
and
regulations,
and,
consequently,
we
are
not
subject
to
all
of
the
disclosure
requirements
applicable
to
companies
organized
within
the
United
States.
For
example,
we
are
exempt
from
certain
rules
under
the
Securities
Exchange
Act
of
1934,
as
amended,
or
the
Exchange
Act,
that
regulate
disclosure
obligations
and
procedural
requirements
related
to
the
solicitation
of
proxies,
consents
or
authorizations
applicable
to
a
security
registered
under
the
Exchange
Act.
In
addition,
members
of
our
management
board
and
supervisory
board
and
our
principal
shareholders
are
exempt
from
the
reporting
and
"short-swing"
profit
recovery
provisions
of
Section
16
of
the
Exchange
Act
and
related
rules
with
respect
to
their
purchases
and
sales
of
our
securities.
Moreover,
we
are
not
required
to
file
periodic
reports
and
financial
statements
with
the
SEC
as
frequently
or
as
promptly
as
U.S.
public
companies.
Accordingly,
there
may
be
less
publicly-available
information
concerning
our
company
than
there
is
for
U.S.
public
companies.

Table
of
Contents

As
a
foreign
private
issuer,
we
file
an
annual
report
on
Form
20-F
within
four
months
of
the
close
of
each
year
ended
December
31
and
furnish
reports
on
Form
6-K
relating
to
certain
material
events
promptly
after
we
publicly
announce
these
events.
However,
although
we
intend
to
issue
quarterly
financial
information,
because
of
the
above
exemptions
for
foreign
private
issuers,
we
are
not
required
to
do
so,
and,
therefore,
holders
of
our
ADSs
will
not
be
afforded
the
same
protections
or
information
generally
available
to
investors
holding
shares
in
public
companies
organized
in
the
United
States.

As a foreign private issuer, we are not subject to certain New York Stock Exchange corporate governance rules applicable to U.S. listed companies.

We
rely
on
provisions
in
the
New
York
Stock
Exchange
Listed
Company
Manual
that
permit
us
to
follow
our
home
country
corporate
governance
practices
with
regard
to
certain
aspects
of
corporate
governance.
This
allows
us
to
follow
German
corporate
law
and
the
German
Corporate
Governance
Code,
which
differ
in
significant
respects
from
the
corporate
governance
requirements
applicable
to
U.S.
companies
listed
on
the
New
York
Stock
Exchange.

In
accordance
with
our
New
York
Stock
Exchange
listing,
our
Audit
Committee
is
required
to
comply
with
or
satisfy
an
exemption
from
the
provisions
of
Section
301
of
the
Sarbanes-Oxley
Act
and
Rule
10A-3
of
the
Exchange
Act,
both
of
which
are
also
applicable
to
listed
U.S.
companies.
Because
we
are
a
foreign
private
issuer,
however,
we
generally
are
permitted
to
follow
home
country
practice
in
lieu
of
the
corporate
governance
standards
provided
in
the
New
York
Stock
Exchange
Listed
Company
Manual.
In
particular,
we
are
not
required
to
comply
with
the
requirements
that
the
members
of
our
Audit
Committee
satisfy
financial
literacy
standards,
that
a
majority
of
the
members
of
our
supervisory
board
must
be
independent,
that
our
Audit
Committee
and
Compensation
and
Nominating
Committee
adopt
written
charters
and
that
we
adopt
and
disclose
corporate
governance
guidelines.
If
some
investors
find
the
ADSs
less
attractive
as
a
result
of
these
differences,
there
may
be
a
less
active
trading
market
for
the
ADSs
and
the
price
of
the
ADSs
may
be
more
volatile.
See
"Item
16G.
Corporate
Governance."

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As
a
foreign
private
issuer,
we
are
not
required
to
comply
with
all
the
periodic
disclosure
and
current
reporting
requirements
of
the
Exchange
Act
and
related
rules
and
regulations.
The
determination
of
foreign
private
issuer
status
is
made
annually
on
the
last
business
day
of
an
issuer's
most
recently
completed
second
fiscal
quarter.
Accordingly,
we
will
next
make
a
determination
with
respect
to
our
foreign
private
issuer
status
on
June
30,
2016.
There
is
a
risk
that
we
will
lose
our
foreign
private
issuer
status
in
the
future.

We
would
lose
our
foreign
private
issuer
status
if,
for
example,
more
than
50%
of
our
assets
are
located
in
the
United
States
and
we
continue
to
fail
to
meet
additional
requirements
necessary
to
maintain
our
foreign
private
issuer
status.
As
of
December
31,
2015,
approximately
5%
of
our
assets
were
located
in
the
United
States,
although
this
may
increase
as
we
expand
our
operations
in
the
United
States.
The
regulatory
and
compliance
costs
to
us
under
U.S.
securities
laws
as
a
U.S.
domestic
issuer
may
be
significantly
greater
than
the
costs
we
incur
as
a
foreign
private
issuer.
If
we
are
not
a
foreign
private
issuer,
we
will
be
required
to
file
periodic
reports
and
registration
statements
on
U.S.
domestic
issuer
forms
with
the
SEC,
which
are
more
detailed
and
extensive
in
certain
respects
than
the
forms
available
to
a
foreign
private
issuer.
We
would
be
required
under
current
SEC
rules
to
prepare
our
financial
statements
in
accordance
with
U.S.
GAAP
and
modify
certain
of
our
policies
to
comply
with
corporate
governance
practices
associated
with
U.S.
domestic
issuers.
Such
conversion
and
modifications
would
involve
additional
costs.
In
addition,
we
may
lose
our
ability
to
rely
upon
exemptions
from
certain
corporate
governance
requirements
on
U.S.
stock
exchanges
that
are
available

Table
of
Contents

to
foreign
private
issuers
such
as
the
ones
described
above
and
exemptions
from
procedural
requirements
related
to
the
solicitation
of
proxies.

We are an "emerging growth company" and we intend to take advantage of reduced disclosure and governance requirements applicable to emerging growth
companies, which could result in our ADSs being less attractive to investors.

We
are
an
"emerging
growth
company,"
as
defined
in
the
Jumpstart
our
Business
Startups
Act,
or
the
JOBS
Act,
and
we
intend
to
take
advantage
of
certain
exemptions
from
various
reporting
and
governance
requirements
that
are
applicable
to
other
public
companies
that
are
not
emerging
growth
companies
including,
but
not
limited
to,
not
being
required
to
comply
with
the
auditor
attestation
requirements
of
Section
404
of
the
Sarbanes-Oxley
Act
and
reduced
disclosure
obligations
regarding
executive
compensation
in
our
periodic
reports
and
other
public
filings.
We
cannot
predict
if
investors
will
find
the
ADSs
less
attractive
because
we
will
rely
on
such
exemptions.
If
some
investors
find
the
ADSs
less
attractive
as
a
result,
there
may
be
a
less
active
trading
market
for
the
ADSs
and
the
price
of
the
ADSs
may
be
more
volatile.
We
may
take
advantage
of
these
reporting
and
governance
exemptions
until
we
are
no
longer
an
emerging
growth
company,
which
in
certain
circumstances
could
be
as
late
as
the
last
day
of
our
fiscal
year
following
October
23,
2018,
which
is
the
fifth
anniversary
of
the
date
of
the
first
sale
of
our
ordinary
shares
pursuant
to
an
effective
registration
statement
under
the
Securities
Act.

If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial
condition, results of operations or cash flows, which may adversely affect investor confidence in us.

The
Sarbanes-Oxley
Act
requires,
among
other
things,
that
we
maintain
effective
internal
control
over
financial
reporting
and
disclosure
controls
and
procedures.
We
are
required,
under
Section
404
of
the
Sarbanes-Oxley
Act,
to
perform
system
and
process
evaluations
and
testing
of
our
internal
control
over
financial
reporting
to
allow
management
to
report
annually
on
the
effectiveness
of
our
internal
control
over
financial
reporting.
This
assessment
requires
disclosure
of
any
material
weaknesses
in
our
internal
control
over
financial
reporting
identified
by
our
management.
A
material
weakness
is
a
control
deficiency,
or
combination
of
control
deficiencies,
in
internal
control
over
financial
reporting
that
results
in
more
than
a
reasonable
possibility
that
a
material
misstatement
of
annual
or
interim
financial
statements
will
not
be
prevented
or
detected
on
a
timely
basis.
Section
404
of
the
Sarbanes-Oxley
Act
also
generally
requires
an
attestation
from
our
independent
registered
public
accounting
firm
on
the
effectiveness
of
our
internal
control
over
financial
reporting.
However,
for
as
long
as
we
remain
an
emerging
growth
company
as
defined
in
the
JOBS
Act,
we
intend
to
take
advantage
of
the
exemption
permitting
us
not
to
comply
with
the
independent
registered
public
accounting
firm
attestation
requirement.
At
the
time
when
we
are
no
longer
an
emerging
growth
company,
our
independent
registered
public
accounting
firm
may
issue
a
report
that
is
adverse
in
the
event
it
is
not
satisfied
with
the
level
at
which
our
controls
are
documented,
designed
or
operating.
Our
remediation
efforts
may
not
enable
us
to
avoid
a
material
weakness
in
the
future.

Our
compliance
with
Section
404
will
require
that
we
incur
substantial
accounting
expense
and
expend
significant
management
efforts.
We
currently
do
not
have
an
internal
audit
group,
and
we
will
need
to
hire
additional
accounting
and
financial
staff
with
appropriate
public
company
experience
and
technical
accounting
knowledge,
and
compile
the
system
and
process
documentation
necessary
to
perform
the
evaluation
needed
to
comply
with
Section
404.
We
may
not
be
able
to
complete
our
evaluation,
testing
and
any
required
remediation
in
a
timely
fashion.
During
the
evaluation
and
testing
process,
if
we
identify
one
or
more
material
weaknesses
in
our
internal
control
over
financial
reporting,
we
will
be
unable
to
assert
that
our
internal
control
over
financial
reporting
is
effective.
We
cannot
assure
you
that
there
will
not
be
material
weaknesses
or
significant
deficiencies
in
our
internal
control

Table
of
Contents

over
financial
reporting
in
the
future.
Any
failure
to
maintain
internal
control
over
financial
reporting
could
severely
inhibit
our
ability
to
accurately
report
our
financial
condition,
results
of
operations
or
cash
flows.
If
we
are
unable
to
conclude
that
our
internal
control
over
financial
reporting
is
effective,
or
if
our
independent
registered
public
accounting
firm
determines
we
have
a
material
weakness
or
significant
deficiency
in
our
internal
control
over
financial
reporting,
we
could
lose
investor
confidence
in
the
accuracy
and
completeness
of
our
financial
reports,
the
market
price
of
the
ADSs
could
decline,
and
we
could
be
subject
to
sanctions
or
investigations
by
the
New
York
Stock
Exchange,
the
SEC
or
other
regulatory
authorities.
Failure
to
remedy
any
material
weakness
in
our
internal
control
over
financial
reporting,
or
to
implement
or
maintain
other
effective
control
systems
required
of
public
companies,
could
also
restrict
our
future
access
to
the
capital
markets.

We have identified a material weakness in the design and operations of controls over non-standard transactions which could, if not remediated, result in
material misstatements in our financial statements.

In
connection
with
the
preparation
of
our
financial
statements
as
of
December
31,
2015,
we
concluded
there
is
a
material
weakness
in
the
design
and
operations
of
controls
over
non-standard
transactions
including
significant
unusual
transactions
which
are
not
reviewed
in
sufficient
detail
by
personnel
with
appropriate
technical
expertise
to
ensure
that
the
accounting
treatment
in
accordance
with
IFRS
is
appropriate.
A
material
weakness
is
a
deficiency,
or
combination
of
deficiencies,
in
internal
control
over
financial
reporting,
such
that
there
is
a
reasonable
possibility
that
a
material
misstatement
of
our
annual
or
interim
financial
statements
will
not
be
prevented
or
detected
and
corrected
on
a
timely
basis.
See
"Item
15.
Controls
and
Procedures."

In
an
effort
to
remediate
our
material
weakness,
we
intend
to
continue
hiring
additional
finance
and
accounting
personnel
with
appropriate
training,
building
our
financial
management
and
reporting
infrastructure,
and
further
developing
and
documenting
our
accounting
policies
and
financial
reporting
procedures.
The
actions
that
we
are
taking
are
subject
to
ongoing
management
board
review,
as
well
as
audit
committee
oversight.
Although
we
plan
to
complete
this
remediation
process
as
quickly
as
possible,
we
cannot
at
this
time
estimate
how
long
it
will
take,
and
our
initiatives
may
not
prove
to
be
successful
in
remediating
this
material
weakness.
If
our
remedial
measures
are
insufficient
to
address
the
material
weakness,
or
if
additional
material
weaknesses
or
significant
deficiencies
in
our
internal
control
over
financial
reporting
are
discovered
or
occur
in
the
future,
our
financial
statements
may
contain
material
misstatements
and
we
could
be
required
to
restate
our
financial
results.
In
addition,
if
we
are
unable
to
successfully
remediate
this
material
weakness
and
if
we
are
unable
to
produce
accurate
and
timely
financial
statements,
our
stock
price
may
be
adversely
affected
and
we
may
be
unable
to
maintain
compliance
with
applicable
stock
exchange
listing
requirements.
We
are
not
currently
required
to
comply
with
Section
404(b)
of
the
Sarbanes-Oxley
Act,
and
are
therefore
not
currently
required
to
engage
our
independent
registered
public
accounting
firm
to
audit
the
effectiveness
of
our
internal
controls.

We incur significant increased costs as a result of operating as a company whose ADSs are publicly traded in the United States, and our management is
required to devote substantial time to new compliance initiatives.

As
a
company
whose
ADSs
commenced
trading
in
the
United
States
in
October
2013,
we
incur
significant
legal,
accounting,
insurance
and
other
expenses
that
we
did
not
incur
before
going
public.
In
addition,
the
Sarbanes
Oxley
Act,
the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
and
related
rules
implemented
by
the
SEC
and
the
New
York
Stock
Exchange
have
imposed
various
requirements
on
public
companies,
including
requiring
establishment
and
maintenance
of
effective
disclosure
and
financial
controls.
These
costs
will
increase
at
the
time
when
we
are
no
longer
an
emerging
growth
company
eligible
to
rely
on
exemptions
under
the
JOBS
Act
from
certain
disclosure
and
governance
requirements.
Our
management
and
other
personnel
must
devote
a
substantial
amount
of
time
to
these
compliance
initiatives.
Moreover,
these
rules
and
regulations
increase
our
legal
and

Table
of
Contents

financial
compliance
costs
and
make
some
activities
more
time-consuming
and
costly.
For
example,
these
rules
and
regulations
have
made
it
more
difficult
and
more
expensive
for
us
to
obtain
director
and
officer
liability
insurance,
and
we
may
be
required
to
incur
substantial
costs
to
maintain
the
same
or
similar
coverage.
These
laws
and
regulations
could
also
make
it
more
difficult
and
expensive
for
us
to
attract
and
retain
qualified
persons
to
serve
on
our
supervisory
board
or
its
committees
or
on
our
management
board.
Furthermore,
if
we
are
unable
to
satisfy
our
obligations
as
a
public
company,
we
could
be
subject
to
delisting
of
the
ADSs,
fines,
sanctions
and
other
regulatory
action
and
potentially
civil
litigation.

U.S. investors may have difficulty enforcing civil liabilities against our Company or members of our management and supervisory boards.

The
members
of
our
management
and
supervisory
boards
are
non-residents
of
the
United
States,
and
all
or
a
substantial
portion
of
the
assets
of
such
persons
are
located
outside
the
United
States.
As
a
result,
it
may
not
be
possible,
or
may
be
very
difficult,
to
serve
process
on
such
persons
or
us
in
the
United
States
or
to
enforce
judgments
obtained
in
U.S.
courts
against
them
or
us
based
on
civil
liability
provisions
of
the
securities
laws
of
the
United
States.
In
addition,
awards
of
punitive
damages
in
actions
brought
in
the
United
States
or
elsewhere
may
be
unenforceable
in
Germany.
An
award
for
monetary
damages
under
the
U.S.
securities
laws
would
be
considered
punitive
if
it
does
not
seek
to
compensate
the
claimant
for
loss
or
damage
suffered
and
is
intended
to
punish
the
defendant.
The
enforceability
of
any
judgment
in
Germany
will
depend
on
the
particular
facts
of
the
case
as
well
as
the
laws
and
treaties
in
effect
at
the
time.
Litigation
in
Germany
is
also
subject
to
rules
of
procedure
that
differ
from
the
U.S.
rules,
including
with
respect
to
the
taking
and
admissibility
of
evidence,
the
conduct
of
the
proceedings
and
the
allocation
of
costs.
Proceedings
in
Germany
would
have
to
be
conducted
in
the
German
language,
and
all
documents
submitted
to
the
court
would,
in
principle,
have
to
be
translated
into
German.
For
these
reasons,
it
may
be
difficult
for
a
U.S.
investor
to
bring
an
original
action
in
a
German
court
predicated
upon
the
civil
liability
provisions
of
the
U.S.
federal
securities
laws
against
us
and
the
members
of
our
management
and
supervisory
boards.
The
United
States
and
Germany
do
not
currently
have
a
treaty
providing
for
recognition
and
enforcement
of
judgments
(other
than
arbitration
awards)
in
civil
and
commercial
matters,
though
recognition
and
enforcement
of
foreign
judgments
in
Germany
is
possible
in
accordance
with
applicable
German
laws.

You may be subject to limitations on the transfer of your ADSs.

Your
ADSs
are
transferable
on
the
books
of
the
depositary.
However,
the
depositary
may
close
its
books
at
any
time
or
from
time
to
time
when
it
deems
doing
so
expedient
in
connection
with
the
performance
of
its
duties.
The
depositary
may
close
its
books
from
time
to
time
for
a
number
of
reasons,
including
in
connection
with
corporate
events
such
as
a
rights
offering,
during
which
time
the
depositary
needs
to
maintain
an
exact
number
of
ADS
holders
on
its
books
for
a
specified
period.
The
depositary
may
also
close
its
books
in
emergencies,
and
on
weekends
and
public
holidays.
The
depositary
may
refuse
to
deliver,
transfer
or
register
transfers
of
our
ADSs
generally
when
our
share
register
or
the
books
of
the
depositary
are
closed,
or
at
any
time
if
we
or
the
depositary
thinks
that
it
is
advisable
to
do
so
because
of
any
requirement
of
law
or
of
any
government
or
governmental
body,
or
under
any
provision
of
the
deposit
agreement,
or
for
any
other
reason
in
accordance
with
the
terms
of
the
deposit
agreement.
As
a
result,
you
may
be
unable
to
transfer
your
ADSs
when
you
wish
to.

If securities or industry analysts do not publish research or reports about our business, or if they or anyone else gives negative recommendations regarding our
ADSs, the market price for our ADSs and trading volume could decline.

The
trading
market
for
our
ADSs
will
be
influenced
by
research
or
reports
that
industry
or
securities
analysts
publish
about
our
business.
If
one
or
more
analysts
who
cover
us
downgrade
our

Table
of
Contents

ADSs,
the
market
price
for
our
ADSs
would
likely
decline.
If
other
individuals,
including
short
sellers,
disseminate
negative
information
regarding
our
business
or
our
ADSs,
the
market
price
for
our
ADSs
may
also
decline.
If
one
or
more
of
these
analysts
cease
to
cover
us
or
fail
to
regularly
publish
reports
on
us,
we
could
lose
visibility
in
the
financial
markets,
which,
in
turn,
could
cause
the
market
price
or
trading
volume
for
our
ADSs
to
decline.

Your rights as a shareholder in a German corporation may differ from your rights as a shareholder in a U.S. corporation.

We
are
organized
as
a
stock
corporation
(
Aktiengesellschaft )
under
the
laws
of
Germany.
You
should
be
aware
that
the
rights
of
shareholders
under
German
law
differ
in
important
respects
from
those
of
shareholders
in
a
U.S.
corporation.
These
differences
include,
in
particular:

•

Under
German
law,
certain
important
resolutions,
including,
for
example,
capital
decreases,
measures
under
the
German
Transformation
Act
(
Umwandlungsgesetz ),
such
as
mergers,
conversions
and
spin-offs,
the
issuance
of
convertible
bonds
or
bonds
with
warrants
attached
and
the
dissolution
of
the
German
stock
corporation
apart
from
insolvency
and
certain
other
proceedings,
require
the
vote
of
a
75%
majority
of
the
capital
present
or
represented
at
the
relevant
shareholders'
meeting.
Therefore,
the
holder
or
holders
of
a
blocking
minority
of
25%
or,
depending
on
the
attendance
level
at
the
shareholders'
meeting,
the
holder
or
holders
of
a
smaller
percentage
of
the
shares
in
a
German
stock
corporation
may
be
able
to
block
any
such
votes,
possibly
to
our
detriment
or
the
detriment
of
our
other
shareholders.

As
a
general
rule
under
German
law,
a
shareholder
has
no
direct
recourse
against
the
members
of
the
management
board
or
supervisory
board
of
a
German
stock
corporation
in
the
event
that
it
is
alleged
that
they
have
breached
their
duty
of
loyalty
or
duty
of
care
to
the
German
stock
corporation.
Apart
from
insolvency
or
other
special
circumstances,
only
the
German
stock
corporation
itself
has
the
right
to
claim
damages
from
members
of
either
board.
A
German
stock
corporation
may
waive
or
settle
these
damages
claims
only
if
at
least
three
years
have
passed
and
the
shareholders
approve
the
waiver
or
settlement
at
the
shareholders'
meeting
with
a
simple
majority
of
the
votes
cast,
provided
that
a
minority
holding,
in
the
aggregate,
10%
or
more
of
the
German
stock
corporation's
share
capital
does
not
have
its
opposition
formally
noted
in
the
minutes
maintained
by
a
German
civil
law
notary.

For
more
information,
we
have
provided
summaries
of
relevant
German
corporation
law
and
of
our
articles
of
association
under
"Item
6.
Directors,
Senior
Management
and
Employees—C.
Board
Practices"
and
"Item
10.
Additional
Information—B.
Memorandum
and
Articles
of
Association."

Exchange rate fluctuations may reduce the amount of U.S. dollars you receive in respect of any dividends or other distributions we may pay in the future in
connection with your ADSs.

Under
German
law,
the
determination
of
whether
we
have
been
sufficiently
profitable
to
pay
dividends
is
made
on
the
basis
of
our
unconsolidated
annual
financial
statements
prepared
under
the
German
Commercial
Code
(
Handelsgesetzbuch )
in
accordance
with
accounting
principles
generally
accepted
in
Germany.
Exchange
rate
fluctuations
may
affect
the
amount
in
U.S.
dollars
that
our
shareholders
receive
upon
the
payment
of
cash
dividends
or
other
distributions
we
declare
and
pay
in
euro,
if
any.
Such
fluctuations
could
adversely
affect
the
value
of
our
ADSs
and,
in
turn,
the
U.S.
dollar
proceeds
that
holders
receive
from
the
sale
of
our
ADSs.

Table
of
Contents

In the event we are or become treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, U.S. holders of our ADSs could
be subject to adverse U.S. federal income tax consequences.

In
the
event
we
were
treated
as
a
PFIC,
U.S.
holders
(as
defined
in
"Item
10.
Additional
Information—E.
Taxation—U.S.
Taxation
of
ADSs")
of
our
ADSs
could
be
subject
to
adverse
U.S.
federal
income
tax
consequences.
These
consequences
include
the
following:
(i)
if
our
ADSs
are
"marketable
stock"
for
purposes
of
the
PFIC
rules
and
a
U.S.
holder
makes
a
mark-to-market
election
with
respect
to
its
ADSs,
the
U.S.
holder
will
be
required
to
include
annually
in
its
U.S.
federal
taxable
income
an
amount
reflecting
any
year-end
increase
in
the
value
of
its
ADSs,
(ii)
if
a
U.S.
holder
does
not
make
a
mark-to-market
election,
it
may
incur
significant
additional
U.S.
federal
income
taxes
on
income
resulting
from
distributions
on,
or
any
gain
from
the
disposition
of,
our
ADSs,
as
such
income
generally
would
be
allocated
over
the
U.S.
holder's
holding
period
for
its
ADSs
and
subject
to
tax
at
the
highest
rates
of
U.S.
federal
income
taxation
in
effect
for
such
years,
with
an
interest
charge
then
imposed
on
the
resulting
taxes
in
respect
of
such
income,
and
(iii)
dividends
paid
by
us
would
not
be
eligible
for
reduced
individual
rates
of
U.S.
federal
income
tax.
In
addition,
U.S.
holders
that
own
an
interest
in
a
PFIC
are
required
to
file
additional
U.S.
federal
tax
information
returns.

A
U.S.
holder
may
in
certain
circumstances
mitigate
adverse
tax
consequences
of
the
PFIC
rules
by
filing
an
election
to
treat
the
PFIC
as
a
qualified
electing
fund,
or
a
QEF.
However,
in
the
event
that
we
are
or
become
a
PFIC,
we
do
not
intend
to
comply
with
the
reporting
requirements
necessary
to
permit
U.S.
holders
to
elect
to
treat
us
as
a
QEF.
See
"Item
10.
Additional
Information—E.
Taxation—Additional
United
States
Federal
Income
Tax
Consequences—PFIC
Rules."

ITEM
4.

INFORMATION
ON
THE
COMPANY

HISTORY
AND
DEVELOPMENT
OF
THE
COMPANY

voxeljet
AG
is
a
stock
corporation
organized
under
the
laws
of
Germany.
The
legal
predecessor
of
our
company
was
founded
as
Generis
GmbH
on
May
5,
1999.
On
January
7,
2004,
Generis
GmbH
changed
its
name
to
Voxeljet
Technology
GmbH.

On
July
2,
2013,
the
shareholders
of
Voxeljet
Technology
GmbH
incorporated
VXLT
2013
AG,
which
was
registered
in
the
commercial
register
of
the
local
court
(
Amtsgericht )
of
Augsburg,
Germany
on
July
11,
2013
under
number
HRB
27999.

Voxeljet
Technology
GmbH
was
subsequently
merged
by
way
of
merger
through
assumption
into
VXLT
2013
AG
on
July
29,
2013
effective
as
of
September
12,
2013
upon
registration
of
the
merger
in
the
commercial
register
of
the
surviving
entity,
VXLT
2013
AG.
The
merger
had
retroactive
effect
as
of
January
1,
2013.
As
part
of
the
merger,
VXLT
2013
AG
changed
its
name
to
voxeljet
AG
effective
upon
the
registration
of
the
merger
in
the
commercial
register.
By
way
of
merger
through
assumption,
upon
effectiveness,
voxeljet
AG,
as
the
surviving
entity,
took
over
all
assets
and
liabilities
of
Voxeljet
Technology
GmbH
by
universal
assumption
and
accession
under
German
mandatory
law,
and
Voxeljet
Technology
GmbH
ceased
to
exist.

On
October
23,
2013,
we
sold
5,600,000
ADSs
in
our
initial
public
offering
at
a
price
of
$13.00
per
ADS,
thereby
raising
$72.8
million
(before
underwriting
discounts
and
costs).
The
ADSs
we
sold
in
the
initial
public
offering
represented
new
shares
issued
in
a
capital
increase
resolved
by
our
shareholders
for
the
purposes
of
the
initial
public
offering
on
October
11,
2013.

On
February
5,
2014,
our
U.S.
subsidiary,
voxeljet
America
Inc.
("voxeljet
America"),
was
incorporated
in
Delaware.
voxeljet
America
is
headquartered
in
our
leased
facility
near
Detroit,
Michigan
and
conducts
our
North
American
operations.
We
began
printing
on-demand
parts
at
the
facility
in
the
first
quarter
of
2015.

Table
of
Contents

On
April
16,
2014,
we
completed
a
follow-on
offering
of
3,000,000
ADSs
at
a
public
offering
price
of
$15.00
per
ADS.
Net
proceeds
from
the
follow-
on
offering
to
the
Company
were
approximately
$41.4
million.
On
April
24,
2014,
the
underwriters
in
the
follow-on
offering
purchased
450,000
ADSs
from
certain
of
the
Company's
shareholders
(the
"Selling
Shareholders")
pursuant
to
the
overallotment
option
they
were
granted
in
the
follow-on
offering.
The
Company
did
not
receive
any
proceeds
from
the
sale
of
ADSs
by
the
Selling
Shareholders.

On
October
1,
2014,
we
completed
the
acquisition
of
all
outstanding
shares
of
Propshop
(Model
Makers)
Limited
("Propshop"),
which
became
voxeljet
UK
Ltd.
("voxeljet
UK"),
a
wholly-owned
subsidiary
of
the
Company,
supporting
the
film
and
entertainment
industry
as
well
as
the
consumer
market
for
on-
demand
3D
printing
services.
Following
a
review
of
the
financial
performance
of
voxeljet
UK
and
the
current
market
environment,
management
decided
in
October
2015
to
focus
voxeljet
UK's
activities
on
selling
high-speed,
large-format
3D
printers
and
on-demand
parts
services
to
industrial
and
commercial
customers.
As
a
result,
the
Company
entered
into
an
agreement
in
November
2015
with
an
investor
group
that
includes
the
founder
of
Propshop
to
sell
certain
assets
of
voxeljet
UK
supporting
certain
business
lines
that
serve
customers
in
the
film
and
entertainment
industry,
transfer
certain
employees
and
contractual
arrangements
and
settle
obligations
under
the
earnout
and
employment
agreement
that
was
entered
into
with
the
managing
director
in
connection
with
our
acquisition
of
voxeljet
UK.

On
November
30,
2015,
we
established
our
subsidiary
voxeljet
India
Pvt.
Ltd
("voxeljet
India")
to
pursue
opportunities
in
the
industrial
3D
printing
market
in
India.
voxeljet
India
is
headquartered
in
the
city
of
Pune,
a
large
automotive
and
manufacturing
center
near
Mumbai.
Similar
to
the
already
established
voxeljet
subsidiaries,
we
plan
to
establish
a
service
center
for
the
on-demand
manufacture
of
3D-printed
molds
within
the
next
18
months.
The
new
Indian
subsidiary
will
also
support
selling
activities
related
to
the
sale
of
3D
printers
in
the
South
Asian
market.
The
capitalization
of
voxeljet
India
shall
be
INR
20.0
million
(€0.3
million).
On
January
21,
2016,
we
injected
approximately
two-thirds
of
the
required
capital,
amounting
to
INR
13.3
million
(€0.2
million).

On
December
1,
2015,
we
signed
a
definitive
agreement
to
form
a
joint
venture
with
Suzhou
Meimai
Fast
Manufacturing
Technology
Co.,
Ltd.
("Meimai")
to
pursue
opportunities
in
the
industrial
3D
printing
market
in
China.
Among
the
indirect
shareholders
of
Meimai
are
MK
Technology
GmbH
("MK
Technology")
and
Metang
Novatech
Shanghai
Co.,
Ltd.
("Metang").
Metang
is
a
long-standing
distribution
partner
of
us
in
China.
The
joint
venture
is
called
voxeljet
China
Ltd.
("voxeljet
China").
We
received
the
business
license
in
March
2016.
The
capitalization
of
voxeljet
China
is
expected
to
amount
to
RMB
20.0
million
(€
2.8
million).
The
capital
injection
has
not
occurred
yet
and
shall
occur
in
three
stages
in
from
2016
to
2018.
The
first
capital
injection
is
expected
to
occur
in
the
second
quarter
of
2016.
After
the
initial
capital
injection,
we
will
hold
95.825%
of
the
shares
compared
to
4.175%
held
by
Meimai.
After
the
third
capital
injection,
the
ratio
of
the
shareholding
will
be
70%
voxeljet
AG
and
30%
Meimai,
and
will
result
in
voxeljet
China
being
controlled
by
us.
voxeljet
China
will
be
headquartered
in
the
city
of
Suzhou,
near
Shanghai,
and
is
expected
to
begin
providing
on-demand
part
services
from
a
temporary
facility
in
the
second
quarter
of
2016.
The
joint
venture
parties
are
in
the
early
planning
stages
for
a
larger
facility,
which
is
expected
to
be
similar
in
size
to
voxeljet's
existing
service
facilities
in
Germany
and
the
United
States.
voxeljet
China
will
also
support
selling
activities
related
to
the
sale
of
3D
printers
in
the
East
Asian
market.

Our
website
is
www.voxeljet.de .
This
website
address
is
included
in
this
annual
report
as
an
inactive
textual
reference
only.
The
information
and
other
content
appearing
on
our
website
are
not
part
of
this
annual
report.
Our
principal
executive
offices
are
located
at
Paul-Lenz-Straße
1a,
86316
Friedberg,
Germany,
and
our
telephone
number
is
+49
821
7483
100.
Our
agent
for
service
of
process
in
the
United
States
is
Corporation
Service
Company,
located
at
1090
Vermont
Avenue
N.W.,
Washington,
DC
20005,
telephone
number
(800)
927-9800.

Table
of
Contents

Capital
Expenditures

Our
capital
expenditures,
excluding
sale
and
leaseback
transactions,
amounted
to
€1.6
million,
€2.7
million
and
€11.2
million,
for
the
years
ended
December
31,
2015,
2014,
and
2013,
respectively.
In
2015,
our
main
capital
expenditures
were
for
plant
and
machinery.
In
2014,
our
main
capital
expenditures
were
for
licenses
and
plant
and
machinery.
In
2013,
our
main
capital
expenditures
were
for
the
purchase
of
real
property
located
in
Friedberg,
Germany
for
approximately
€10
million
(€2.8
million
of
which
was
recognized
as
an
asset
under
construction
since
the
completion
of
the
building
on
the
property
was
not
finished
until
December
31,
2013),
and
the
purchase
of
plants
and
machinery
for
approximately
€0.5
million.
For
further
information
about
the
property
we
purchased
in
Friedberg,
Germany,
see
"—D.
Property,
Plants
and
Equipment."

BUSINESS
OVERVIEW

Our
Company

We
are
a
leading
provider
of
high-speed,
large-format
3D
printers
and
on-demand
parts
services
to
industrial
and
commercial
customers.
Our
3D
printers
employ
a
powder
binding,
additive
manufacturing
technology
to
produce
parts
using
various
material
sets,
which
consist
of
particulate
materials
and
proprietary
chemical
binding
agents.
We
offer
our
customers
the
highest
volumetric
output
rate
in
the
industry
due
to
the
combination
of
our
large
build
boxes
and
print
speeds.
We
provide
our
3D
printers
and
on-demand
parts
services
to
industrial
and
commercial
customers
serving
the
automotive,
aerospace,
film
and
entertainment,
art
and
architecture,
engineering
and
consumer
product
end
markets.

We
currently
offer
six
different
3D
printer
platforms,
with
build
boxes
that
range
from
300
×
200
×
150
millimeters
to
4,000
×
2,000
×
1,000
millimeters
and
various
print
speeds,
which
produce
volumetric
output
rates
ranging
from
0.7
liters
per
hour
to
123.0
liters
per
hour.
All
of
our
platforms
support
our
commercialized
material
sets,
sand
and
plastics,
along
with
their
respective
proprietary
chemical
binding
agents.
We
develop
our
material
sets
according
to
the
needs
of
our
industrial
and
commercial
customers,
and
we
are
currently
in
varying
stages
of
developing
new
material
sets,
including
shell
molding
and
chromite
sands,
PMMA-based
plastics,
ceramics,
silicon
carbide,
tungsten
carbide
and
cement.

Our
business
is
divided
into
two
principal
segments:
Systems
and
Services.

In
our
Systems
segment,
we
focus
on
the
sale,
production
and
development
of
3D
printers.
In
addition,
we
sell
refurbished
3D
printers
which
were
produced
for
and
used
in
our
Services
segment
and
provide
printers
to
customers
under
operating
lease
agreements.
We
also
provide
consumables,
including
particulate
materials
and
proprietary
chemical
binding
agents,
maintenance
contracts
and
spare
parts
to
our
customers.

In
our
Services
segment,
we
print
on-demand
parts
for
our
customers.
We
operate
service
centers
in
Germany,
the
United
Kingdom,
and
the
United
States.
At
our
service
centers,
we
create
parts,
molds,
cores
and
models
based
on
designs
produced
using
3D
computer-aided
design,
or
CAD,
software.
Furthermore,
there
are
customers
who
order
casted
parts
directly
from
us.
In
those
cases,
we
provide
molds
or
models
to
external
suppliers
who
then
cast
the
parts
for
our
customers.
We
believe
our
service
center
in
Germany
is
one
of
the
largest
additive
manufacturing
service
centers
in
Europe.

We
sold
our
first
3D
printer
in
2002
and
commenced
our
on-demand
parts
services
business
in
2003.
As
of
December
31,
2015,
we
had
an
installed
base
of
107
printers
worldwide,
and
we
operated
service
centers
in
Germany,
the
United
States,
and
the
United
Kingdom.
Our
service
centers
in
Germany
and
the
United
States
each
have
approximately
43,000
square
feet
of
production
space.
Our
service
center
in
the
United
Kingdom
has
approximately
2,600
square
feet
of
production
space.

Table
of
Contents

Our
Additive
Manufacturing
Technology

Our
printers
build
or
print
parts
from
digital
designs
produced
using
3D
CAD
software
by
successively
depositing
thin
layers
of
particulate
materials.
A
printhead
passes
over
each
layer
and
deposits
our
proprietary
chemical
binding
agent
in
the
selected
areas
where
the
finished
product
will
be
created.

The
following
is
a
graphical
depiction
illustrating
our
manufacturing
process:

Our
3D
Printers

We
currently
produce
six
3D
printer
platforms.
Our
3D
printers
consist
of
a
build
box
that
includes
a
machine
platform
and
a
controller.
Our
3D
printers
differ
based
on
build
box
size
and
print
speeds,
but
all
utilize
our
technology
and
can
support
each
of
our
existing
material
sets
and
each
of
our
material
sets
that
are
currently
in
development.
As
of
December
31,
2015,
we
had
an
installed
base
of
107
printers
worldwide,
which
includes
(i)
printers
in
our
service
centers
and
(ii)
printers
which
are
no
longer
commercially
available,
but
which
we
believe
our
customers
continue
to
use.

The
following
table
is
a
comparison
of
our
3D
printer
platforms:

Platform
Build
Box
(millimeters)
External
Dimensions
(millimeters)
Print
Resolution
(dots
per
inch)
Layer
Thickness
(micrometers)
Volumetric
Output
Rate
(liters
per
hour)
Date
of
Introduction

Platform
Build
Box/Envelope**
(millimeters)
External
Dimensions
(millimeters)
Print
Resolution
(dots
per
inch)
Layer
Thickness
(micrometers)
Volumetric
Output
Rate
(liters
per
hour)
Date
of
Introduction

VX4000

VX2000

VX1000

4,000
X
2,000
X
1,000
2,000
X
1,000
X
1,000
1,000
X
600
X
500

20,000
X
7,800
X
4,000
5,000
X
3,000
X
2,300
3,000
X
2,800
X
2,150

200

120
-
300

123

2011

200,
600

100
-
300

2011

200,
600

100
-
400

2013

VX500

500
X
400
X
300

VXC800

850
X
500
X
8

5,000
X
2,800
X
2,500
1,800
X
1,800
X
1,700
2,100
X
1,500
X
1,400

200

120
-
300

2012

200,
600

150

0.7

2012

200,
600

80
-
150

2007

300
X
200
X
150

VX200

Build
envelope
relates
to
VXC800
only.
The
third
dimension
of
the
VXC800
is
theoretically
unlimited.

Materials

Our
commercialized
material
sets
are
comprised
of
sand
and
plastic
particulate
materials
and
their
respective
proprietary
chemical
binding
agents.
We
believe
these
material
sets
are
well
suited
for
our

Table
of
Contents

commercial
and
industrial
customers
because
these
materials
either
(i)
are
commonly
used
in
their
existing
manufacturing
processes
or
(ii)
match
or
exceed
desired
performance
characteristics
of
existing
materials
being
utilized
in
their
manufacturing
processes.
Our
sand
material
set
offerings
include
four
types
of
sands:
(i)
silica,
(ii)
kerphalite,
(iii)
zirconium
oxide
and
(iv)
chromite,
with
furane
(used
in
our
Services
segment
only),
inorganic,
shell
molding
and
phenol
resins
as
proprietary
chemical
binding
agents.
Our
plastics
material
set
offering
is
based
on
Poly(methyl
methacrylate),
or
PMMA,
and
Polypor
B
and
C
as
the
proprietary
chemical
binding
agents.

We
are
currently
in
varying
stages
of
development
of
new
material
sets
which
include
the
following
particulate
materials:

•

shell
molding
and
chromite
sands;

additional
PMMA-based
plastics;

ceramics;

silicon
carbide;

tungsten
carbide;
and

cement.

On-demand
Parts
Services

At
our
service
centers,
we
create
parts,
molds,
cores
and
models
for
a
variety
of
industrial
and
commercial
customers
based
on
designs
produced
using
3D
CAD
software.
We
receive
orders
directly
from
customers
and
indirectly
through
our
sales
agents.

Our
service
centers
in
Germany
and
the
United
States
each
have
approximately
43,000
square
feet
of
production
space.
Our
service
center
in
the
United
Kingdom
has
approximately
2,600
square
feet
of
production
space.

We
help
our
customers
move
from
the
design
stage
to
the
production
stage
by
assisting
them
in
evaluating
the
optimal
design
and
material
sets
for
their
production
needs.
After
printing
parts,
we
employ
a
thorough
cleaning,
finishing,
quality
control
review
and
packaging
and
shipping
process
to
ensure
the
customer
receives
high-quality
and
immediately-usable
parts.
Based
on
our
capacity
utilization,
the
lead
time
required
for
us
to
print
a
part
for
a
customer
ranges
from
three
to
21
days
and
is
typically
five
business
days.
Due
to
the
size
of
the
printers'
build
boxes
utilized
in
our
German
service
center,
specifically
the
VX4000
printer,
we
are
able
to
print
more
parts
simultaneously
on
one
printer
than
anyone
else
in
the
industry,
resulting
in
cost-effective
and
quick
turnaround
times
for
our
customers'
print
jobs
and
increased
revenue
and
profitability
for
us.

Our
technicians
also
train
customers
on
operating,
maintaining
and
troubleshooting
our
3D
printers
through
hands-on
experience
at
our
German
service
center.
Additionally,
our
technicians
provide
field
support
to
our
customers
as
needed.
After
the
warranty
period,
we
offer
maintenance
contracts
to
our
customers.
Those
contracts
include
scheduled
service
visits
where
we
maintain
and
clean
the
3D
printers
as
well
as
on
demand
visits
and
trouble
shooting,
in
case
of
sudden
problems.

On
October
1,
2014,
we
completed
the
acquisition
of
all
outstanding
shares
of
Propshop,
which
became
voxeljet
UK,
a
wholly-owned
subsidiary
of
the
Company,
supporting
the
film
and
entertainment
industry,
as
well
as
the
consumer
market
for
on-demand
3D
printing
services.
Following
a
review
of
the
financial
performance
of
voxeljet
UK
and
the
current
market
environment,
management
decided
in
October
2015
to
focus
voxeljet
UK's
activities
on
selling
high-speed,
large-format
3D
printers
and
on-demand
parts
services
to
industrial
and
commercial
customers.

Table
of
Contents

Our
Customers

We
are
an
early
entrant
in
the
market
for
industrial
part
production
utilizing
additive
manufacturing
and
are
one
of
the
few
providers
of
additive
manufacturing
solutions
to
industrial
customers,
including
the
foundry,
automotive,
heavy
equipment,
power
fluid
handling
and
aerospace
industries.
We
also
support
the
film
and
entertainment
industry
through
our
acquisition
of
voxeljet
UK.
We
believe
we
have
a
reputation
for
providing
high-quality
systems
and
services
in
the
marketplace
with
strong
relationships
with
a
number
of
leading
multinational
customers,
including
Daimler
AG,
BMW
AG,
Ford
Motor
Company,
Liebherr
Group,
Alphaform
AG,
3D
Systems
Corporation,
Volkswagen
AG
and
Porsche
SE,
as
well
as
with
other
key
users
of
additive
manufacturing,
and
technical
universities
such
as
the
University
of
Rostock,
and
the
Vaal
University
of
Technology.
Purchasers
of
our
printers
also
include
original
equipment
manufacturers,
government
agencies
and
independent
service
bureaus
that
provide
rapid
prototyping
and
manufacturing
services
to
their
customers.
Many
of
our
customers
have
been
customers
for
over
a
decade.
We
also
collaborate
on
research
and
development
projects
with
a
number
of
our
automotive
and
technical
university
customers,
including
Daimler
AG,
BMW
AG,
Ford
Motor
Company,
Volkswagen
AG
and
the
Technical
University
of
Munich.
As
our
customers
integrate
additive
manufacturing
into
their
production
processes,
they
typically
continue
to
utilize
our
on-demand
parts
service
center
for
a
variety
of
reasons,
including
for
incremental
capacity
and
for
parts
printed
from
different
material
sets.

We
conduct
a
significant
portion
of
our
business
with
a
limited
number
of
customers.
Our
top
five
customers
represented
21%,
26%
and
41%
of
total
revenues
for
the
years
ended
December
31,
2015,
2014,
and
2013,
respectively.
In
the
year
ended
December
31,
2015,
there
were
no
customers
who
accounted
for
more
than
10%
of
our
revenues.
These
customers
primarily
purchased
3D
printers.
Sales
of
on-demand
parts
and
consumables
tend
to
be
from
repeat
customers
that
may
utilize
the
capability
of
our
on-demand
parts
service
centers
for
one
month
or
longer.
Sales
of
3D
printers
are
low
volume
and
generate
significant
revenues,
but
the
same
customers
do
not
necessarily
buy
printers
in
each
period.
Timing
of
customer
purchases
is
dependent
on
the
customer's
capital
budgeting
cycle,
which
may
vary
from
period
to
period.
The
nature
of
the
revenues
from
3D
printers
does
not
leave
us
dependent
upon
a
single
or
a
limited
number
of
customers.
Rather,
the
timing
of
the
sales
can
have
a
material
effect
on
our
period-to-period
financial
results.

Sales
and
Marketing

We
sell
our
3D
printers
and
related
consumables
both
through
our
direct
sales
force
and
with
the
assistance
of
our
network
of
more
than
20
sales
agents
globally.
Our
sales
organization,
including
our
dedicated
sales,
service
and
application
engineers,
is
responsible
for
worldwide
sales
of
our
3D
printers
and
on-
demand
parts
services,
as
well
as
for
the
management
and
coordination
of
our
growing
sales
agent
network.
Our
direct
sales
force
focuses
primarily
on
customers
in
Europe,
North
America
and
Asia
Pacific,
while
our
sales
agents
are
responsible
for
facilitating
sales
in
other
areas
of
the
world
where
we
do
not
operate
directly.
We
have
entered
into
partnership
agreements
with
each
of
our
sales
agents,
which
grant
the
sales
agent
the
right
to
market
our
products
in
a
specified
territory
on
either
an
exclusive
or
non-exclusive
basis,
depending
on
the
sales
agent;
however,
all
sales
contracts
for
our
products
are
entered
into
between
us
and
our
customers.
Certain
of
these
sales
agents
also
provide
maintenance
services
to
customers
in
their
specified
territories.
Our
application
engineers
provide
professional
services
through
pre-sales
support
and
assist
existing
customers
so
that
they
can
take
advantage
of
our
latest
consumables
and
techniques
to
improve
part
quality
and
machine
productivity.
This
group
also
leverages
our
customer
contacts
to
help
identify
new
application
opportunities
that
utilize
our
proprietary
processes.
As
of
December
31,
2015,
our
worldwide
sales
staff
for
systems
and
parts
consisted
of
31
employees.
We
also
expect
that
our
subsidiaries
in
Europe,
North
America
and
Asia
Pacific
will
improve
market
access
through
local
market
development
and
allow
the
targeting
of
specific
customers.

Table
of
Contents

Educating
our
customers
and
raising
awareness
in
our
target
markets
about
the
many
uses
and
benefits
of
our
3D
printing
technology
is
an
important
part
of
our
sales
process.
We
believe
that
customers
who
experience
the
efficiency
gains,
decreased
lead
times,
increased
design
flexibility
and
reduced
costs
of
3D
printing
as
compared
to
subtractive
manufacturing
are
more
likely
to
purchase
our
3D
printers
and
utilize
our
on-demand
parts
services.
We
encourage
potential
purchasers
of
our
3D
printers
to
first
utilize
our
on-demand
parts
services
so
that
they
can
experience
firsthand
the
benefits
of
our
3D
printing
technology.
We
currently
market
our
brand
and
our
services
at
industry
conferences,
trade
shows,
and
across
various
forms
of
digital
and
traditional
media
and
plan
to
increasingly
expand
our
marketing
efforts
in
North
America
in
conjunction
with
our
geographic
expansion
to
that
region.

Services
and
Warranty

Our
fully-trained
service
technicians
perform
installations
of
our
3D
printers.
For
the
first
year
following
the
purchase
of
one
of
our
3D
printers,
we
provide
complimentary
service
and
support
under
a
warranty.
We
also
offer
service
contracts
under
which
our
customers
can
purchase
maintenance
and
services
beyond
the
one-year
term
of
the
warranty.
These
service
contracts
contain
varying
degrees
of
support
services
and
are
priced
accordingly.
Finally,
we
sell
spare
parts
which
we
maintain
in
stock
to
assist
in
providing
service
expeditiously
to
our
customers.
Historically,
we
have
not
experienced
a
high
level
of
warranty
claims.

Manufacturing
and
Suppliers

Manufacturing

We
assemble
our
3D
printers
at
our
facility
in
Friedberg,
Germany
using
components
sourced
from
distributors
of
standard
electrical
or
mechanical
parts,
as
well
as
from
manufacturers
which
design
custom
parts
tailored
to
the
proprietary
designs
of
our
machines.
We
periodically
review
the
quality
and
performance
of
our
distributors
and
manufacturers.
Upon
completion
of
the
assembly
of
our
3D
printers,
we
perform
tests
to
ensure
that
the
printer
is
functioning
properly
before
the
system
is
shipped
and
again
after
the
system
is
installed
at
the
customer's
site.

To
provide
customers
with
assurance
regarding
the
quality
and
consistency
of
our
systems,
we
obtained
ISO
9001:2008
certification
for
our
facility
in
Germany
in
2010.
ISO
9001:2008
provides
a
structure
for
a
quality
management
system
that
strives
for
customer
satisfaction,
consistent
quality
and
efficiency.
In
addition,
there
are
internal
benefits
such
as
improved
customer
satisfaction,
interdepartmental
communications,
work
processes
and
customer-
and-supplier
partnerships.
The
ISO
9000
family
of
standards
relates
to
quality
management
systems
and
is
designed
to
help
organizations
ensure
that
they
meet
the
needs
of
customers
and
other
stakeholders.

Inventory and Suppliers

We
maintain
an
inventory
of
certain
parts
to
facilitate
the
timely
assembly
of
products
required
by
our
production
plan.
While
most
components
used
in
our
3D
printers
are
available
from
multiple
suppliers,
certain
of
these
components
are
only
available
from
limited
sources.
We
consider
our
limited-source
suppliers,
including
the
suppliers
of
our
printheads,
to
be
reliable;
however,
the
loss
of
one
of
these
suppliers
could
result
in
a
delay
in
our
operations.
This
type
of
delay
could
require
us
to
find
and
re-qualify
components
supplied
by
one
or
more
new
vendors.
Although
we
consider
our
relationships
with
our
suppliers
to
be
good,
we
continue
to
develop
risk
management
plans
for
these
critical
suppliers.

Research
and
Development

We
have
an
ongoing
research
and
development
program
to
develop
new
3D
printers
and
material
sets
and
to
improve
and
expand
the
capabilities
of
our
existing
3D
printers
and
related
material
sets.
As
of
December
31,
2015,
we
had
various
active
research
and
development
projects
in
different
stages
of
completion.
All
research
and
development
costs
are
charged
to
expense
as
incurred,
as
the
criteria

Table
of
Contents

set
forth
in
IAS
38
for
capitalizing
such
costs
have
not
yet
been
met.
Our
development
efforts
are
augmented
by
development
arrangements
with
research
institutions,
customers
and
suppliers
of
material
and
hardware,
among
others.

In
addition
to
our
internally-developed
technology
platforms
and
the
related
software,
we
have
licensed
the
rights
to
intellectual
property
developed
by
third
parties
through
licensing
agreements
that
may
obligate
us
to
pay
a
license
fee
or
royalty,
typically
based
upon
a
dollar
amount
per
unit
or
a
percentage
of
the
revenues
generated
by
such
products.
The
amount
of
such
royalties
was
not
material
to
our
results
of
operations
or
financial
position
for
the
years
ended
December
31,
2015
and
2014.

Our
research
and
development
expenses
were
€5.5
million,
€4.0
million,
and
€2.7
million,
million
for
the
years
ended
December
31,
2015,
2014,
and
2013,
respectively.

A
significant
portion
of
our
research
and
development
expenditures
has
been
focused
upon
developing
proprietary
systems,
processes
and
materials,
including:

•

the
qualification
of
new
print
materials,
including
shell
molding
and
chromite
sands,
PMMA-based
plastics,
ceramics,
silicon
carbide,
tungsten
carbide
and
cement;

the
development
of
new
or
enhanced
proprietary
chemical
binding
agents;

the
development
of
new
or
enhanced
binding
mechanisms;

the
mechanics
of
spreading
powders
in
a
build
box;

the
transfer
of
digital
data
through
a
series
of
software
links
to
drive
a
printhead;
and

synchronizing
all
of
the
above
to
print
ever-increasing
volumes
of
material
per
unit
time.

We
also
regularly
apply
for
research
and
development
grants
and
subsidies
under
European
and
German
grant
rules
for
small
and
medium
enterprises.
The
majority
of
these
grants
and
subsidies
are
non-refundable.
We
have
received
grants
and
subsidies
from
different
authorities,
including
the
German
Federal
Ministry
of
Economics
and
Technology
(
Bundesministerium für Wirtschaft und Technologie ),
the
Bavarian
Research
Foundation
(
Bayerische Forschungsstiftung )
and
the
German
Federal
Foundation
Environment
(
Deutsche Bundesstiftung Umwelt ).

We
expect
to
continue
to
invest
significantly
in
research
and
development
in
the
future.

Intellectual
Property

We
consider
our
proprietary
technology
to
be
important
to
the
development,
manufacture,
and
sale
of
our
products
and
seek
to
protect
such
technology
through
a
combination
of
patents,
trademarks,
and
trade
secrets.
We
also
have
in
place
confidentiality
agreements
and
other
contractual
arrangements
with
our
employees,
consultants,
customers
and
others.

Patents.

As
of
February
29,
2016,
we
owned
or
co
owned
35
issued
U.S.
patents
and
30
pending
U.S.
patent
applications.
In
addition,
we
own
or
co-own
patent
rights
in
Europe,
Asia,
Brazil
and
Canada.
In
total,
as
of
February
28,
2016
our
patent
portfolio
consisted
of
over
220
patents
and
patent
applications.
Our
currently
issued
patents
will
expire
at
different
times
in
the
future,
with
the
earliest
expiring
in
2017
and
the
latest
expiring
in
2035.
Our
currently
pending
applications
will
generally
remain
in
effect
for
20
years
from
the
date
of
the
initial
applications.

These
patent
assets
are
complemented
by
our
marketing,
business
development
and
applications
know-how
and
our
ongoing
research
and
development
efforts.
Nevertheless,
there
can
be
no
assurance
that
our
patents,
licenses
or
other
intellectual
property
rights
will
afford
us
a
meaningful
competitive
advantage
in
the
fast-paced
and
innovative
field
in
which
we
operate.

Trade Secrets.

As
is
true
in
our
industry
generally,
the
development
of
our
products,
processes
and
materials
has
involved
a
considerable
amount
of
experience,
manufacturing
and
processing
know-how
and
research
and
development
techniques.
We
protect
our
proprietary
processes
and
technologies
with
a
blend
of
patent
protection
and
trade
secret
protection.
As
part
of
our
overall
intellectual
property

Table
of
Contents

strategy,
we
protect
our
non-patented
proprietary
knowledge
as
trade
secrets
through
confidentiality
controls
and
through
the
use
of
nondisclosure
and
confidentiality
agreements.

Licenses.

We
are
a
party
to
various
licenses
and
other
arrangements
that
allow
us
to
practice
and
improve
our
technology
under
a
range
of
patents,
patent
applications
and
other
intellectual
property,
including
license
agreements
with
ExOne,
Z
Corp,
Bego
Medical
GmbH,
or
Bego,
and
Evonik
IP
GmbH
each
described
in
more
detail
below.

In
2003,
we
entered
into
an
agreement
with
Extrude
Hone
GmbH
(now
doing
business
as
ExOne
and
parent
company
to
Prometal
RCT
GmbH,
the
entity
currently
holding
the
transferred
rights)
related
to
patents
and
technologies
using
certain
binders
and
sand-based
casting
methods.
Under
the
terms
of
this
agreement,
we
granted
to
ExOne
exclusive
rights
to
make
and
sell
machines
exploiting
these
technologies
in
return
for
a
purchase
by
ExOne
of
a
40%
ownership
share
in
the
relevant
patents
and
related
technologies
and
an
ongoing
obligation
to
pay
royalties
to
us.
We
also
agreed
to
a
corresponding
60%/40%
split
in
revenues
generated
from
any
licenses
granted
by
ExOne.
Under
this
agreement,
we
are
permitted
to
use
machines
and
provide
services
relating
to
these
technologies,
but
not
to
make
or
sell
machines
utilizing
these
technologies
without
ExOne's
consent,
although
ExOne
has
an
obligation
to
consent
if
the
machines
do
not
compete
with
products
engineered,
manufactured
or
sold
by
ExOne
or
its
affiliates.
If
we
intend
to
sell
any
of
the
intellectual
property
that
is
the
subject
of
this
agreement,
we
are
required
to
notify
ExOne
thereof
and
ExOne
would
then
have
the
option
to
acquire
our
ownership
share
of
such
intellectual
property
at
fair
market
value
within
one
month
of
such
notice.
Similarly,
ExOne
has
a
right
of
first
refusal
regarding
the
purchase
of
any
developments
and
improvements
we
make
to
such
intellectual
property
and
a
set
of
six
patents
(including
one
U.S.
patent)
related
to
wax
technologies,
as
well
as
the
right
to
negotiate
to
receive
a
license
to
such
developments
and
improvements.
We
later
signed
an
amendment
with
ExOne
specifically
allowing
us
to
use
the
subject
patents
for
our
own
3D
printers
working
with
plastics.
As
a
part
of
this
agreement,
we
also
agreed
to
pay
a
license
fee
in
the
low
single
digits
that
is
based
on
the
net
sales
price
of
covered
plastic
printing
machines.
The
obligation
of
both
parties
to
pay
royalties
under
this
agreement
extends
until
the
expiration
of
the
last
issued
patent
included
in
the
list
of
transferred
patent
assets.

While
our
rights
are
restricted
regarding
use
of
certain
binders
and
sand-based
casting
methods
in
3D
printers
under
our
agreements
with
ExOne,
we
believe
these
restrictions
will
not
materially
impact
the
growth
of
our
business,
as
we
have
developed
processes
which
do
not
rely
upon
the
subject
patent
portfolio,
associated
agreements
and
related
technologies.

In
2004,
we
entered
into
a
non-exclusive
license
and
sublicense
agreement
with
Z
Corp,
which
allows
us
to
make,
use
and
sell
3D
printing
equipment
for
the
fabrication
of
plastic
parts
utilizing
organic
powder
binders
under
certain
Z
Corp
and
MIT
patents.
In
return
for
these
rights,
we
agreed
to
pay
an
initial
license
fee
and
ongoing
tiered
royalties
at
a
royalty
rate
in
the
mid-single
digits.
We
later
amended
this
agreement,
expanding
our
permitted
use
of
the
licensed
powder-binder
technology
to
include
inorganic
powder,
ceramics,
and
concrete
printing
in
a
process
that
does
not
require
post-processing
other
than
oven
baking
parts
or
liquid
infiltration,
but
restricting
us
to
monochromatic
color
configurations.
The
agreement
extends
until
the
expiration
of
the
licensed
patents;
we
can
terminate
the
agreement
with
six
months
prior
written
notice,
and
Z
Corp
can
terminate
the
agreement
if
we
fail
to
make
payments
or
otherwise
commit
a
material
breach
that
we
fail
to
cure.
In
the
event
of
a
change
in
our
control,
which
includes
any
transaction
that
involves
the
transfer
of
more
than
50%
of
the
voting
power
of
our
securities
to
a
person
or
persons
different
from
the
persons
who
held
those
securities
immediately
prior
to
such
transaction,
Z
Corp
has
the
right
to
terminate
the
agreement
by
written
notice
to
us,
but
has
agreed
to
consider
our
interests
as
well
as
its
own
before
terminating
the
agreement.

In
2012,
we
entered
into
a
cross-licensing
agreement
with
Bego
pursuant
to
which
each
party
granted
to
the
other
certain
exclusive
rights
regarding
each
parties'
patents
and
applications
directed
to
continuous
additive
manufacturing.
We
granted
to
Bego
an
exclusive
license
to
market
patent-covered
products
in
the
field
of
laser-sintering
and
other
related
technologies,
while
Bego
granted
to
us
an

Table
of
Contents

exclusive
license
to
market
patent-covered
products
in
the
field
of
powder-binder
technology
(other
than
for
dental
applications).
We
also
agreed
to
pay
to
Bego
a
royalty
in
the
low
single
digits
and
to
pay
a
participation
fee
to
Bego
in
the
event
that
we
grant
any
sublicenses
to
the
technology
(which,
to
date,
we
have
not
done).
This
agreement
automatically
terminates
upon
the
expiration
of
the
last
patent
subject
to
the
agreement.

In
March
2015,
we
entered
into
a
non-exclusive
technology
license
agreement
with
Evonik
IP
GmbH,
in
which
voxeljet
acquired
a
license
for
a
3D
printing
process
using
polymeric
materials
that
we
believe
offers
distinct
speed
and
cost
benefits.
This
powder
bed
fusion
process
allows
for
production
of
parts
with
thermoplastic
properties.
In
return
for
these
rights,
we
agreed
to
pay
an
upfront
payment
and
ongoing
royalties
at
a
mid-single
digit
percentage
for
each
royalty
period,
subject
to
the
payment
of
a
fixed
minimum
annual
royalty
if
higher.
The
agreement
shall
remain
in
force
until
the
expiration
of
the
last-to-expire
patent
of
the
licensed
patents;
either
party
may
terminate
the
agreement
with
immediate
effect
upon
written
notice
in
the
event
that
the
other
party
commits
or
permits
a
major
breach
against
a
material
obligation
under
this
agreement
and
such
breach
(if
curable)
is
not
cured
within
thirty
days
of
written
notice
by
the
other
party
of
such
breach.
Either
party
may
also
terminate
the
agreement
upon
written
notice
in
the
event
that
the
other
party
commits
or
permits
a
continuous
or
repeated
breach
of
a
contractual
duty
under
the
agreement,
if
the
breaching
party
has
not
terminated
or
remedied
such
breach
and
offered
full
compensation
to
the
other
party
within
two
months
of
written
notice
by
the
other
party
of
such
breach.
Furthermore
either
party
may
terminate
the
agreement
with
immediate
effect
upon
written
notice
if
the
other
party
should
file
a
petition
in
bankruptcy,
or
should
be
adjudicated
bankrupt,
or
should
take
advantage
of
the
insolvency
law
of
any
state
or
country,
or
should
make
an
assignment
for
the
benefit
of
creditors,
or
should
have
a
receiver,
trustee
or
other
court
officer
appointed
for
its
property.

In
addition
to
the
foregoing
licenses,
we
have
also
licensed
additional
patents
that
we
believe
can
be
used
to
expand
our
material
set
offerings.

Trademarks.

We
have
secured
word
and
figurative
trademarks
for
voxeljet
in
Europe
and
have
international
(IR)
applications
covering
the
United
States,
Russia,
Mexico
and
a
number
of
countries
in
Asia.

Competition

Our
principal
competitors
consist
of
other
developers
of
3D
printing
systems
and
providers
of
3D
printing
services.
These
companies
use
a
variety
of
additive
manufacturing
technologies,
including:

•

fused
deposition
modeling;

powder
binding;

inkjet;

selective
laser
sintering;
and

stereolithography.

Some
of
the
companies
that
have
developed
and
use
one
or
more
additive
manufacturing
technologies
to
compete
with
us
include:
ExOne,
3D
Systems
Corporation,
Stratasys
Ltd.
and
EOS
GmbH.

These
technologies,
which
compete
for
market
share
in
the
additive
manufacturing
industry,
possess
various
competitive
advantages
and
disadvantages
relative
to
one
another
within
key
categories,
including
resolution,
accuracy,
surface
quality,
variety
and
properties
of
the
materials
they
use
and
produce,
capacity,
speed,
color,
transparency
and
the
ability
to
print
multiple
materials.
Due
to
these
multiple
categories,
we
believe
end-users
usually
make
technology
purchasing
decisions
based
on
the
characteristics
that
they
value
most
for
a
particular
application.
The
competitive
environment
that
has
developed
is
therefore
intense
and
dynamic,
as
market
players
often
position
their
technologies
to
capture
multiple
vertical
markets.

Table
of
Contents

Despite
the
challenging
competitive
landscape,
we
believe
that
we
have
several
competitive
advantages,
including
the
size
of
our
build
platforms,
our
printing
speeds,
the
volumetric
output
rate
of
our
3D
printers
and
the
variety
of
qualified
material
sets
that
we
offer
to
commercial
and
industrial
customers.

We
also
compete
with
established
subtractive
manufacturers
in
the
industrial
products
market.
However,
we
believe
that
we
are
well
positioned
to
expand
our
share
of
the
industrial
products
market
as
additive
manufacturing
gains
recognition
and
increases
its
cost-effectiveness.
As
our
technologies
improve
and
our
unit
cost
of
production
decreases,
we
expect
to
be
able
to
better
compete
with
subtractive
manufacturing
on
a
wide
range
of
products,
thereby
expanding
our
addressable
market.

Seasonality

Historically,
our
results
of
operations
have
been
subject
to
seasonal
factors.
Purchases
of
our
3D
printers
often
follow
a
seasonal
pattern
owing
to
the
capital
budgeting
cycles
of
our
customers.
Generally,
3D
printer
sales
are
higher
in
our
second
and
fourth
fiscal
quarters
than
in
our
first
and
third
fiscal
quarters.
Sales
in
our
Services
segment
generally
are
not
affected
by
seasonality.
See
"Item
3.
Key
Information—D.
Risk
Factors—Risks
Related
to
Our
Business
and
Industry—
Our
revenues
and
operating
results
may
fluctuate."

Regulatory/Environmental
Matters

We
are
subject
to
environmental,
health
and
safety
regulations
in
Germany,
as
well
as
in
the
countries
where
our
products
and
materials
are
used
or
sold.

Germany

Legal Requirements for Manufacturing Sites

Emissions Control Law.

We
currently
do
not
require
any
permits
granted
under
the
Federal
Emissions
Control
Act
(
Bundes- Immissionsschutzgesetz ,
or
BImSchG).
However,
we
currently
use
resins
(
Harze )
to
create
models
for
customers.
A
building
permit
that
was
granted
to
us
in
June
2010
by
the
city
of
Friedberg
permitted
us
to
use
the
building
in
a
different
manner
and
reconstruct
one
of
our
production
sites
for
the
usage
of
several
resins.
The
building
permit
was
granted
under
the
condition
(
Auflage )
that
the
amount
of
resins
processed
by
us
does
not
exceed
10
kilograms
per
hour.
If
we
process
more
resin
in
the
future,
we
will
need
to
obtain
a
permit
under
BImSchG.
Facilities
that
are
subject
to
BImSchG
are
required
to
comply
with
the
current
state
of
the
art
(
Stand der Technik )
in
emissions
reduction
and
safety
technology.
It
is
therefore
possible
that
we
will
need
to
periodically
upgrade
our
facilities
that
are
subject
to
BImSchG
requirements
in
the
future
in
order
to
comply
with
evolving
technical
standards.

Production, Possession and Handling of Waste and Dangerous Goods.

Our
business
activities
result
in
the
generation,
possession
and
handling
of
waste,
including
hazardous
waste.
Under
the
German
Act
on
Recycling
(
Kreislaufwirtschaftsgesetz ,
or
KrWG),
the
generation,
possession
and
handling
of
waste
is
subject
to
several
obligations,
depending,
among
other
things,
on
the
waste
concerned.
As
the
producer
(
Erzeuger )
and
possessor
(
Besitzer )
of
waste,
we
are
generally
responsible
for
the
proper
handling
of
this
waste.

Section
50
of
the
KrWG
requires
producers,
possessors,
collectors
and
transporters
of
waste
and
disposal
firms
to
verify
to
the
competent
authority
proper
disposal
of
hazardous
waste
(
gefährliche Abfälle ).
Whether
a
certain
substance
qualifies
as
hazardous
waste
is
determined
according
to
the
German
Ordinance
on
the
European
Waste
List
(Verordnung über das Europäische Abfallverzeichnis ).

We
further
comply
with
the
International
Maritime
Dangerous
Goods
Code,
which
is
accepted
as
an
international
guideline
for
the
safe
transportation
or
shipment
of
dangerous
goods
or
hazardous
materials
by
water.

Table
of
Contents

We
also
comply
with
the
Regulation
(EC)
No.
1907/2006
of
the
European
Parliament
and
of
the
Council
of
December
18,
2006
concerning
the
Registration,
Evaluation,
Authorisation
and
Restriction
of
Chemicals
(REACH).

We
have
entered
into
an
agreement
with
a
third
party
in
Germany
to
serve
as
our
external
risk
prevention
officer
(
Gefahrgutbeauftragter ).
The
risk
prevention
officer
ensures
that
we
comply
with
specific
regulations
and
provisions
when
dangerous
goods
are
shipped.

Legal Requirements Related to Products

Product Safety.

Our
products
are
used
in
a
wide
range
of
industries.
As
some
of
our
products
may
be
used
directly
by
customers,
we
are
subject
to
the
Product
Safety
Act
(
Produktsicherheitsgesetz ,
or
ProdSG),
which
relates
to
general
product
safety.
With
the
ProdSG
of
November
8,
2011
and
the
ninth
regulation
to
the
ProdSG
as
amended
(
Neunte Verordnung zum Produktsicherheitsgesetz (
Maschinenverordnung )),
the
German
legislature
transformed,
among
other
European
Directives,
the
Directive
2006/42/EC
of
the
European
Parliament
and
of
the
Council
of
May
17,
2006
on
machinery
into
German
law.
The
ProdSG
applies
whenever
products
are
made
available
on
the
market,
exhibited
or
used
for
the
first
time
in
the
context
of
a
commercial
activity,
but
only
in
the
absence
of
other
legal
provisions
that
provide
for
corresponding
or
more
far-reaching
provisions.

Under
the
ProdSG,
a
product
may
be
made
available
on
the
market
only
if
it
complies
with
specific
regulations
for
such
product,
or,
in
the
absence
of
such
specific
regulations,
if
its
intended
or
foreseeable
use
does
not
put
the
health
and
safety
of
persons
at
risk.

In
addition
to
compliance
with
this
safety
requirement,
if
products
are
made
available
to
consumers,
manufacturers
must
provide
consumers
with
the
necessary
information
to
enable
them
to
assess
the
risks
inherent
in
such
product
where
such
risks
are
not
immediately
obvious
without
adequate
warnings
and
to
take
precautions
against
those
risks.
If
manufacturers
or
distributors
of
consumer
products
discover
that
a
product
is
dangerous,
they
must
notify
the
competent
authorities
and,
if
necessary,
cooperate
with
them.
Under
certain
circumstances,
a
product
may
have
to
be
recalled.

Occupational Health and Safety Requirements.

Where
the
working
environment
may
pose
threats
to
employees,
occupational
health
and
safety
laws
are
applicable.
German
law
on
occupational
safety
is
heavily
influenced
by
the
requirements
of
EU
law.
The
central
rules
on
occupational
safety
in
Germany
are
contained
in
the
Act
on
Occupational
Safety
(
Arbeitsschutzgesetz ,
or
ArbSchG),
which
requires
employers
to
provide
for
their
employees'
safety.
This
general
obligation
is
put
into
effect
through
several
ordinances
(
Rechtsverordnungen )
under
the
ArbSchG,
which
are
defined
in
technical
guidelines.
One
central
element
is
the
Workplaces
Ordinance
(
Arbeitsstättenverordnung ),
which
contains
various
regulations
on
workplace
conditions
relating
to,
for
example,
ventilation,
temperature
and
illumination.

Potential Liability for Products and Environmental Losses

Our
business
activities
are
such
that
product
liability
and
liability
for
environmental
damage
are
possible.
Under
general
rules
of
the
German
Civil
Code
(
Bürgerliches Gesetzbuch ,
or
BGB),
fault-based
compensation
(
Schadensersatz )
is
to
be
paid
for
breach
of
contract
or
unlawful
infringements
of
legally
protected
rights.
This
obligation
does
not
only
apply
to
our
own
acts
but
may
extend
to
behavior
of
individuals
that
work
or
undertake
tasks
for
us
under
Sections
278,
and
831
of
BGB.

In
addition,
we
may
be
strictly
liable
(
i.e. ,
liable
regardless
of
our
fault),
as
a
Producer
under
the
Product
Liability
Act
(
Produkthaftungsgesetz ,
or
ProdHaftG),
for
damages
caused
by
a
defective
product.
"Producer"
means
any
participant
in
the
production
process,
the
importer
of
the
defective
product,
any
person
putting
a
name,
trademark
or
other
distinguishing
feature
on
the
product,
and
any
person
supplying
a
product
whose
actual
producer
cannot
be
identified.
"Defectiveness"
means
the
lack
of
the
safety
which
the
general
public
is
entitled
to
expect
when
taking
into
account,
among
other
things,
the
presentation
of
the
product
and
the
uses
to
which
it
can
reasonably
be
put.

Table
of
Contents

Additionally,
in
case
of
damage
to
persons
or
property
caused
by
our
facility,
we
may
additionally
be
strictly
liable
under
the
Act
on
Liability
for
Environmental
Damage
(
Umwelthaftungsgesetz )
and
under
the
Environmental
Damage
Act
(
Umweltschadensgesetz ).

Worldwide

Our
operations
and
the
activities
of
our
employees,
contractors
and
agents
around
the
world
are
subject
to
the
laws
and
regulations
of
numerous
countries,
including
the
United
States.
These
laws
and
regulations
include
data
privacy
requirements,
labor
relations
laws,
tax
laws,
anti-competition
regulations,
prohibitions
on
payments
to
governmental
officials,
import
and
trade
restrictions
and
export
requirements.
Violations
of
these
laws
and
regulations
could
result
in
fines,
criminal
sanctions
against
our
officers,
our
employees,
or
us
and
may
result
in
prohibitions
on
the
conduct
of
our
business.
Any
such
violations
could
also
result
in
prohibitions
on
our
ability
to
offer
our
products
and
services
in
one
or
more
countries
and
could
materially
damage
our
reputation,
our
ability
to
attract
and
retain
employees,
our
business
and
our
operating
results.

Our
operations
(particularly
in
those
countries
with
developing
economies)
are
also
subject
to
risks
of
violations
of
laws
prohibiting
improper
payments
and
bribery,
including
the
European
Union
Anti-Corruption
Act,
U.K.
Bribery
Act,
U.S.
Foreign
Corrupt
Practices
Act
and
similar
regulations
in
other
jurisdictions.
Although
we
have
implemented
policies
and
procedures
designed
to
ensure
compliance
with
these
laws,
our
employees,
contractors,
and
agents
may
take
actions
in
violation
of
such
policies.
Any
such
violations,
even
if
prohibited
by
our
policies,
could
subject
us
to
civil
or
criminal
penalties
or
otherwise
have
an
adverse
effect
on
our
business
and
reputation.

Legal
Proceedings

From
time
to
time,
we
may
be
subject
to
various
claims
or
legal,
arbitral
or
administrative
proceedings
that
arise
in
the
ordinary
course
of
our
business.
We
are
currently
not
a
party
to,
and
we
are
not
aware
of
any
threat
of,
any
legal,
arbitral
or
administrative
proceedings
which,
in
the
opinion
of
our
management,
is
likely
to
have,
individually
or
in
the
aggregate,
a
material
adverse
effect
on
our
business,
financial
condition
or
results
of
operations.

Insurance

We
maintain
comprehensive
business
liability
insurance
coverage
(
Betriebshaftpflichtversicherung "Compact-Firmenversicherung" )
for
our
business
operations.
In
addition,
we
have
obtained
directors
and
officers
liability
insurance,
which
covers
expenses,
capped
at
a
certain
amount,
that
our
management
and
supervisory
board
members
and
our
executive
managers
may
incur
in
connection
with
their
conduct
as
members
of
our
management
and
supervisory
boards
or
executive
managers.
We
also
maintain
insurance
policies
on
our
3D
printers,
a
group
insurance
policy
for
our
employees
covering
occupational
accidents,
car
insurance
policies
and
a
legal
expenses
insurance
policy.
We
consider
the
insurance
coverage
we
have
to
be
adequate
in
light
of
the
risks
we
face.

Geographic
Information

Our
revenues
by
geographic
region
for
the
year
ended
December
31,
2015
were
EMEA
76%,
Asia
Pacific
11%
and
Americas
13%,
as
compared
to
EMEA
65%,
Asia
Pacific
27%
and
Americas
8%
for
the
same
period
in
2014.
See
Item
5.
Operating
and
Financial
Review
and
Prospects—A.
Operating
Results."

ORGANIZATIONAL
STRUCTURE

We
maintain
three
wholly-owned
subsidiaries,
voxeljet America ,
voxeljet UK ,
and
voxeljet India .
Our
subsidiary
voxeljet China ,
is
an
equity
joint
venture
with
Suzhou
Meimai
Fast
Manufacturing
Technology
Co.,
Ltd.
("Meimai")
which
is
controlled
by
voxeljet ,
which
holds
a
supermajority
95.825%
interest
in
the
joint
venture
after
the
injection
of
the
first
tranche
of
capital.
On
February
5,
2014,
our

Table
of
Contents

subsidiary,
voxeljet America Inc .,
was
incorporated
in
Delaware.
voxeljet America Inc. is
headquartered
in
our
new
leased
facility
near
Detroit,
Michigan
and
conducts
our
North
American
operations.
We
began
printing
on-demand
parts
at
the
facility
in
the
first
quarter
of
2015.

On
October
1,
2014,
we
completed
the
acquisition
of
all
outstanding
shares
of
Propshop
(Model
Makers)
Limited
("Propshop")
which
became
voxeljet
UK
Ltd.
("
voxeljet UK "),
a
wholly-owned
subsidiary
of
the
Company,
supporting
the
film
and
entertainment
industry,
as
well
as
the
consumer
market
for
on-
demand
3D
printing
services.
Following
a
review
of
the
financial
performance
of
voxeljet UK and
its
current
market
environment,
management
decided
in
October
2015
to
focus
voxeljet UK's activities
on
selling
high-speed,
large-format
3D
printers
and
on-demand
parts
services
to
industrial
and
commercial
customers.
As
a
result,
the
company
entered
into
an
agreement
in
November
2015
with
an
investor
group
that
includes
the
founder
of
Propshop
to
sell
certain
assets
supporting
certain
business
lines
that
serve
customers
in
the
film
and
entertainment
industry,
transfer
certain
employees
and
contractual
arrangements
and
settle
the
earnout
and
employment
agreement
with
the
managing
director
entered
into
in
connection
with
the
acquisition
of
voxeljet UK .

On
November
30,
2015,
we
established
our
subsidiary
voxeljet
India
Pvt.
Ltd
("
voxeljet India ")
to
pursue
opportunities
in
the
industrial
3D
printing
market
in
India.
voxeljet India is
headquartered
in
the
city
of
Pune,
a
large
automotive
and
manufacturing
center
near
Mumbai.
Similar
to
the
already
established
voxeljet
subsidiaries,
we
also
plans
to
establish
a
service
center
for
the
on-demand
manufacture
of
3D-printed
molds
within
the
next
18
months.
The
capital
of
voxeljet
India shall
be
INR
20.0
million
(€
0.3
million).
On
January
21,
2016,
we
injected
approximately
two-thirds
of
the
capital,
amounting
to
INR
13.3
million
(€0.2
million).
We
own
100.00%
of
the
shares
of
voxeljet India .
The
new
Indian
subsidiary
will
also
support
selling
activities
related
to
the
sale
of
3D
printers
in
the
South
Asian
market.

On
December
1,
2015,
we
signed
a
definitive
agreement
to
form
an
equity
joint
venture
with
Suzhou
Meimai
Fast
Manufacturing
Technology
Co.,
Ltd.
("Meimai")
to
pursue
opportunities
in
the
industrial
3D
printing
market
in
China.
Among
the
indirect
shareholders
of
Meimai
are
MK
Technology
GmbH
("MK
Technology")
and
Metang
Novatech
Shanghai
Co.,
Ltd.
("Metang").
Metang
is
a
long
standing
distribution
partner
of
us
in
China.
The
joint
venture
called
voxeljet
China
Ltd.
("
voxeljet China ").
We
received
the
business
license
in
March
2016.
The
capital
of
voxeljet China should
amount
to
RMB
20.0
million
(€2.8
million).
The
capital
injection
has
not
occurred
yet
and
shall
occur
in
three
stages
in
the
years
2016,
2017
and
2018.
The
first
injection
is
expected
in
the
second
quarter
of
2016.
After
the
initial
capital
injection,
we
will
hold
95.825%
of
the
shares
compared
to
4.175%
hold
by
Meimai.
After
the
third
injection
the
ratio
of
the
shareholding
shall
be
70%
voxeljet AG and
30%
Meimai.
Therefore
voxeljet China Ltd. will
be
controlled
by
us,
as
we
hold
a
supermajority
interest
in
the
joint
venture.
voxeljet China Ltd. will
be
headquartered
in
the
city
of
Suzhou,
near
Shanghai,
and
is
expected
to
begin
providing
on-demand
part
services
from
a
temporary
facility
in
the
second
quarter
of
2016.
The
joint
venture
parties
are
in
the
early
planning
stages
for
a
larger
facility,
which
is
expected
to
be
similar
in
size
to
our
existing
service
facilities
in
Germany
and
the
United
States.
voxeljet China will
also
support
selling
activities
related
to
the
sale
of
3D
printers
in
the
East
Asian
market.

PROPERTY,
PLANTS
AND
EQUIPMENT

Our
corporate
headquarters
and
on-demand
parts
service
center
are
located
in
Friedberg,
Germany
where
we
operate
production
hall
spaces
of
approximately
60,050
square
feet,
storage
spaces
of
approximately
6,380
square
feet
and
office
spaces
of
approximately
10,950
square
feet.

On
December
6,
2013,
we
purchased
title
to
the
real
property
in
Friedberg,
Germany
underlying
our
corporate
headquarters
and
German
on-demand
parts
service
center
for
approximately
€10.0
million.
The
real
property
purchased
is
approximately
162,000
square
feet
in
size
and
contains
two
production
halls
and
an
office
building.
In
connection
with
the
purchase,
we
obtained
a
ten-year
option
over
certain
parcels
of
real
property
adjacent
to
the
acquired
property
totaling
approximately
190,000
square
feet
in
size,
which
gives
us
the
ability
to
further
expand
our
Friedberg
facility
in
the
future.

Table
of
Contents

We
had
leased
our
corporate
headquarters
and
German
on-demand
parts
service
center
through
the
first
quarter
of
2014.
We
made
aggregate
lease
and
sublease
payments
for
these
facilities
in
2013
of
€0.3
million.

In
December
2013,
we
committed
to
purchase
an
undeveloped
site
adjacent
to
our
headquarters
from
the
City
of
Friedberg
for
€0.6
million.
This
site
is
approximately
57,800
square
feet
in
size.
On
this
site,
expect
to
build
a
new
production
hall
as
well
as
a
new
office
building
in
order
to
pursue
our
growth
strategy.
The
groundbreaking
is
expected
to
occur
in
the
second
half
of
2016.

In
March
2014,
we
entered
into
an
agreement
to
lease
an
approximately
50,000
square
foot
facility
near
Detroit,
Michigan
that
houses
our
North
American
service
center.
We
began
printing
on-demand
parts
at
the
facility
in
the
first
quarter
of
2015.

In
October
2014,
we
acquired
all
outstanding
shares
of
Propshop,
which
became
voxeljet
UK.
We
maintain
approximately
2,600
square
foot
of
production
space
at
Pinewood
Studios.

We
believe
that
our
existing
facilities
are
adequate
for
our
current
and
foreseeable
requirements.

ITEM
4A.

UNRESOLVED
STAFF
COMMENTS

None.

ITEM
5.

OPERATING
AND
FINANCIAL
REVIEW
AND
PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled "Item 3.
Key Information—A. Selected Financial Data" and our audited financial statements and the related notes thereto included elsewhere in this annual report. In
addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and opinions. Our actual
results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences or cause our
actual results or the timing of selected events to differ materially from those anticipated in these forward-looking statements include those set forth under "Item 3.
Key Information—D. Risk Factors," "Special Note Regarding Forward Looking Statements" and elsewhere in this annual report.

OPERATING
RESULTS

Overview

We
currently
offer
six
different
3D
printer
platforms,
with
build
boxes
that
range
from
300
×
200
×
150
millimeters
to
4,000
X
2,000
X
1,000
millimeters
and
various
print
speeds,
which
produce
volumetric
output
rates
ranging
from
0.7
liters
per
hour
to
123.0
liters
per
hour.
All
of
our
platforms
support
our
commercialized
material
sets,
sand
and
plastics,
along
with
their
respective
proprietary
chemical
binding
agents.
We
develop
our
material
sets
according
to
the
needs
of
our
industrial
and
commercial
customers,
and
we
are
currently
in
varying
stages
of
developing
new
material
sets,
including
shell
molding
and
chromite
sands,
PMMA-based
plastics,
ceramics,
silicon
carbide,
tungsten
carbide,
wood
powder
and
cement.

Table
of
Contents

We
believe
that
our
innovations
in
3D
printers
will
continue
to
increase
customer
adoption
of
our
additive
manufacturing
technology
in
industrial
and
commercial
applications.

Our
business
is
divided
into
two
segments:
Systems
and
Services.

In
our
Systems
segment,
we
focus
on
the
development,
production
and
sale
of
3D
printers.
In
addition,
we
sell
refurbished
3D
printers
which
were
produced
for
and
used
in
our
Services
segment.
Before
these
3D
printers
are
sold,
they
are
fully
refurbished
and
a
new
printhead
is
installed.
We
also
provide
consumables,
including
particulate
materials
and
proprietary
chemical
binding
agents,
maintenance
contracts
and
spare
parts
to
our
customers.

Historically,
to
our
project
and
development
partners,
we
sold
and
leased
test
machines,
which
are
smaller
printers
with
limited
functionality
designed
to
provide
full
flexibility
to
change
parameters
for
the
purpose
of
testing
materials
and
processes.
In
2012,
we
introduced
the
VX200,
a
fully
functional
3D
printer
with
similar
flexibility
for
process
optimization
and
materials
development.
As
a
result,
we
no
longer
sell
test
machines.

In
our
Services
segment,
we
print
on-demand
custom
parts
for
our
customers.
At
our
service
centers,
we
create
parts,
molds,
cores
and
models
based
on
designs
produced
using
3D
computer-aided
design,
or
CAD,
software.

Our
revenues
were
€24.1
million,
€16.2
million,
and
€11.7
million
for
the
years
ended
December
31,
2015,
2014,
and
2013,
respectively.

Our
net
result
declined
by
€5.3
million
to
a
net
loss
of
€9.6
million
in
2015
compared
to
a
loss
of
€4.3
million
in
2014
resulting
from
higher
operating
expenses
in
all
areas
of
our
operations
as
well
as
the
€
2.7
million
restructuring
charges
related
to
our
subsidiary
voxeljet UK .
The
reversal
of
the
accruals
related
to
our
Long
Term
Cash
Incentive
Plan,
or
LTCIP
(as
described
in
more
detail
under
"Item
7.
Major
Shareholders
and
Related
Party
Transactions—B.
Related
Party
Transactions"),
had
a
positive
impact
of
€0.5
million
on
our
profit.
As
the
targets
of
the
second
performance
period
of
the
LTCIP
have
not
be
fulfilled,
the
accrual
has
been
completely
released.
Our
expenses
decreased
accordingly.

Seasonality

Growth
Strategy

Our
business
strategy
focuses
on
(i)
growing
our
Services
segment
in
order
to
print
more
parts
for
our
existing
customers
and
gain
new
customers
and
(ii)
using
our
knowledge
and
market
position
to
increase
sales
of
our
3D
printers.
Our
growth
strategy
is
also
dependent
in
part
on
continuing
our
investment
in
research
and
development
activities,
which
should
enable
us
to
meet
the
needs
of
our
target
customers
through
the
development
of
new
material
sets
and
3D
printers
with
bigger
build
boxes
and
faster
print
speeds.

Table
of
Contents

We
intend
to
develop
our
customer
base
internationally,
so
that
our
revenues
are
not
dependent
on
sales
to
any
one
region.
We
also
seek
to
grow
both
our
Systems
and
Services
segments
so
that
we
are
not
overly
reliant
on
either
segment.
We
believe
that
this
strategy
will
help
to
offset
some
of
the
variability
in
the
Systems
segment,
which
can
be
more
susceptible
to
macroeconomic
trends.

Outlook

We
believe
that
interest
in
additive
manufacturing
is
increasing
as
a
result
of
increased
commercialization
of
3D
printers
and
recent
media
attention
worldwide.
We
occupy
a
defined
space
in
the
additive
manufacturing
market
because
of
the
size
of
our
machines
and
their
ability
to
print
industrial
products
from
qualified
industrial
materials.
While
our
3D
printers
may
differ
from
those
of
many
other
additive
manufacturing
companies,
we
expect
an
increase
in
additive
manufacturing
to
generally
have
a
positive
effect
on
the
public's
awareness
of
our
industry.

Furthermore,
we
believe
that
additive
manufacturing
provides
several
advantages
over
traditional
design
and
manufacturing
processes,
including:

•

Elimination
of
design
constraints;

Reduced
cost
of
complexity;

Mass
customization;

Reduced
time
to
market;
and

Cost
effective
short
run
production.

There
are
a
number
of
available
additive
manufacturing
technologies,
including
powder
binding,
inkjet,
fused
deposition
modeling,
stereolithography
and
selective
laser
sintering.
These
technologies
differ
on
the
basis
of
accuracy,
surface
quality,
variety
and
properties
of
consumables,
capacity,
speed,
color
variety,
transparency
and
the
ability
to
print
multiple
materials,
among
other
factors.
Our
3D
printers
employ
a
powder
binding
technology
to
produce
parts
using
various
material
sets.
Powder
binding
is
a
process
in
which
layers
of
powder
are
bonded
by
a
liquid
agent
that
is
deposited
through
a
printhead.
We
believe
this
process
has
the
fastest
build
speeds
and
the
lowest
materials
cost
relative
to
other
additive
manufacturing
technologies.

We
believe
that
our
investments
in
additional
capacity
in
Europe
and
service
centers
in
the
United
States,
the
United
Kingdom,
China
and
India
should
position
us
to
generate
higher
growth
in
our
Services
segment
in
the
future.

Key
Measures
of
Our
Business

We
use
several
financial
and
operating
metrics
to
measure
our
business.
We
use
these
metrics
to
assess
the
progress
of
our
business,
make
decisions
on
where
to
allocate
capital,
time
and
technology
investments,
and
assess
the
longer-
term
performance
of
our
marketplace.
The
key
metrics
are
as
follows:

Revenues

Our
revenues
are
generated
primarily
by
sales
of
our
3D
printers,
consumables
and
custom
3D
printed
parts
produced
at
our
service
centers.
We
operate
in
two
segments:
Systems
and
Services.
The
Systems
segment
derives
its
revenues
from
the
sale
of
3D
printers
and
products
and
services
related
to
our
3D
printers,
including
consumables,
which
include
particulate
materials
and
proprietary
chemical
binding
agents,
maintenance
contracts
and
spare
parts.
Systems
revenue
also
includes
revenues
associated
with
the
leasing
of
3D
printers
to
customers;
however,
revenues
related
to
the
leasing
of
3D

Table
of
Contents

printers
is
not
material.
The
Services
segment
derives
its
revenues
from
the
on-demand
printing
of
parts
at
our
service
centers.

Our
revenues
are
influenced
by:

•

global
macroeconomic
conditions;

the
adoption
rate
of
our
3D
printers
and
material
sets;

our
ability
to
develop
new
products
and
technologies
that
address
the
increasingly
sophisticated
and
varied
needs
of
prospective
end-users,
particularly
with
respect
to
the
physical
properties
of
print
materials
and
other
consumables;

the
capital
expenditure
budgets
of
our
potential
customers;

the
amount
of
design
and
manufacturing
activity;
and

the
adoption
of
additive
manufacturing
technology
in
various
industries.

Sales
of
our
3D
printers,
particularly
our
higher-priced
systems,
typically
involve
long
sales
cycles,
are
subject
to
seasonality
and
can
be
difficult
to
forecast.
Because
each
of
our
printers
can
represent
a
significant
amount
of
revenues,
a
delay
in
a
purchasing
decision,
our
production
schedule
or
the
shipment
of
a
printer
can
have
a
material
impact
on
our
periodic
reporting
of
revenues.

In
addition,
the
lack
of
available
production
capacity
at
our
service
centers
can
influence
the
revenues
we
generate
in
our
Services
segment
in
a
given
period.

In
the
course
of
our
routine
activities,
we
sell
to
customers
3D
printers
that
we
have
operated
in
our
service
centers.
Before
these
3D
printers
are
sold,
they
are
generally
fully
refurbished,
a
process
which
includes
the
installation
of
a
new
printhead.
On
average,
these
refurbished
printers
have
been
operating
within
the
service
center
for
1.5
to
2.5
years
prior
to
their
sale.
The
proceeds
from
the
sale
of
such
refurbished
3D
printers
are
recognized
as
Systems
revenues.

Gross Profit

Our
gross
profit
(measured
as
the
difference
between
our
revenues
and
our
costs
of
sales)
and
gross
profit
margin
for
our
Systems
and
Services
segments
are
mainly
influenced
by
materials,
labor
and
energy
costs.
In
particular,
the
gross
profit
margin
in
our
Systems
segment
on
sales
of
our
3D
printers
also
depend
on
the
type
and
status
of
the
sold
products.
Our
Systems
segment
sometimes
sells
refurbished
printers
manufactured
by
us
and
previously
set
up
in
our
service
centers.
The
gross
profit
is
lower
on
refurbished
printers,
and
the
number
of
refurbished
printers
sold
in
a
given
period
affects
the
gross
profit
margin
of
our
Systems
segment.
In
addition,
our
gross
profit
can
also
be
affected
by
our
LTCIP.

EBIT

Our
EBIT
(earnings
before
interest
and
taxes)
is
mainly
influenced
by
the
gross
profit
from
our
Systems
segment
and
Services
segment
as
well
as
from
the
operating
expenses
from
the
functions
research
and
development,
administration
and
sales
and
marketing.
In
addition,
other
operating
expense
and
other
operating
income
have
an
impact
on
EBIT.
The
gross
profit
from
our
Systems
segment
is
mainly
driven
by
materials,
labor
and
energy
costs.
The
gross
margin
drivers
for
our
Services
segment
relate
to
revenues,
materials,
labor
and
energy
costs
as
well
as
facility
costs.
Costs
for
the
non-productive
function
is
influenced
primarily
by
labor.
Research
and
development
expenses
are
partially
driven
by
materials.
One
of
the
main
drivers
of
expenses
for
the
administrative
function
is
legal
fees
while
sales
and
marketing
expenses
are
also
influenced
by
commissions
for
sales
agents.

Table
of
Contents

Critical
Accounting
Policies
and
Significant
Estimates

The
following
paragraphs
discuss
the
items
that
we
believe
are
the
critical
accounting
policies
most
affected
by
significant
management
estimates
and
judgments.
Management
has
discussed
and
periodically
reviews
these
critical
accounting
policies,
the
basis
for
their
underlying
assumptions
and
estimates
and
the
nature
of
our
related
disclosures
herein.

Revenue Recognition

We
sell
3D
printers
that
we
manufacture,
either
in
new
condition
or
after
having
been
used
in
our
service
centers.
We
recognize
revenue
from
these
sales
upon
the
transfer
of
risks
and
rewards
of
ownership
to
the
buyer,
which
occurs
upon
completion
of
the
installation
of
the
3D
printer
at
the
customer
site,
as
evidenced
by
the
customer's
final
acceptance.
Revenues
from
the
sale
of
custom-
ordered
printed
products,
consumables,
spare
parts
and
other
machine
parts
is
recognized
upon
transfer
of
title,
generally
upon
shipment.
Revenues
for
all
deliverables
in
sales
arrangements
is
recognized
to
the
extent
that
it
is
probable
that
the
economic
benefit
arising
from
the
ordinary
activities
of
the
business
will
flow
to
us,
provided
that
the
amount
of
revenues
and
the
costs
incurred
or
to
be
incurred
in
respect
of
the
sale
can
be
measured
reliably.
We
measure
revenues
at
the
fair
value
of
the
consideration
received
or
receivable,
which
is
fixed
at
the
time
of
recognition
of
revenue.
In
instances
where
we
receive
revenues
but
the
revenue
recognition
criteria
have
not
yet
been
met,
amounts
are
recorded
as
deferred
revenue
and
included
in
other
liabilities
and
provisions
in
the
accompanying
statement
of
financial
position.

We
provide
our
customers
with
a
standard
one
year
warranty
agreement
on
all
3D
printers
we
sell.
The
warranty
is
not
treated
as
a
separate
service
because
the
warranty
is
an
integral
part
of
the
sale
of
the
3D
printer.

After
the
initial
one-year
warranty
period,
we
offer
customers
optional
maintenance
contracts.
Maintenance
contracts
have
a
term
of
12
months
and
automatically
renew
for
another
12
months,
if
not
previously
cancelled.
Deferred
maintenance
service
revenues
are
recognized
on
a
straight-line
basis
as
the
costs
of
providing
services
incurred
under
the
contracts
generally
do
not
vary
significantly
throughout
the
year.

Shipping
and
handling
costs
billed
to
customers
for
3D
printer
sales
and
sales
of
printed
products
and
consumables
are
included
in
revenues
in
the
statement
of
comprehensive
loss.
Costs
incurred
by
the
Company
associated
with
shipping
and
handling
are
included
in
selling
expenses
in
the
statements
of
comprehensive
loss.

Our
terms
of
sale
generally
require
payment
within
30
to
60
days
after
shipment
of
a
product,
although
we
recognize
that
longer
payment
periods
are
customary
in
some
countries
in
which
we
do
business.
To
reduce
credit
risk
in
connection
with
3D
printer
sales,
we
may,
depending
on
the
individual
circumstances,
require
significant
deposits
prior
to
shipment.
In
some
circumstances,
we
may
require
payment
in
full
for
our
products
prior
to
shipment
and
we
may
also
require
international
customers
to
furnish
letters
of
credit.
These
deposits
are
reported
as
customer
deposits
included
in
other
liabilities
and
provisions
in
the
accompanying
statement
of
financial
position.
Services
under
maintenance
contracts
are
billed
to
customers
in
advance
on
a
monthly,
quarterly,
or
annual
basis,
depending
on
the
contract.

While
we
did
not
provide
loans
to
customers
to
cover
the
purchase
price
of
any
3D
printers
in
2015,
we
did
so
on
two
occasions
in
2014.
The
criteria
to
recognize
revenue
from
the
sale
of
these
3D
printers
as
stated
in
IAS
18
are
fulfilled,
so
we
can
recognize
all
revenue
from
the
sale
of
these
printers
upon
delivery.
Generally,
revenue
from
the
sale
of
a
3D
printer
is
recognized
when
all
the
following
conditions
have
been
satisfied:

(a)

We
have
transferred
to
the
buyer
the
significant
risks
and
rewards
of
ownership
of
the
goods;

Table
of
Contents

(b)

(c)

(d)

(e)

We
retain
neither
continuing
managerial
involvement
to
the
degree
usually
associated
with
ownership
nor
effective
control
over
the
goods
sold;

The
amount
of
revenue
can
be
measured
reliably;

It
is
probable
that
the
economic
benefits
associated
with
the
transaction
will
flow
to
us;
and

The
costs
incurred
or
to
be
incurred
in
respect
of
the
transaction
can
be
measured
reliably.

All
of
these
conditions
were
fulfilled
with
respect
to
the
printers
for
which
we
provided
loans
to
purchasers,
as
the
risks
and
rewards
were
transferred
with
the
legal
title
and
passing
of
possession
for
revenue
recognition
to
the
customers.
We
have
established
a
process
to
assess
the
credit
of
each
customer
and
confirm
the
customer's
creditworthiness
prior
to
offering
the
loan.
We
do
not
ordinarily
offer
loans
to
current
or
prospective
customers
to
cover
the
purchase
of
3D
printers.

Sale and Leaseback Transactions

Financing
leases
consist
primarily
of
borrowings
associated
with
sale
and
leaseback
transactions
involving
printers
that
we
manufactured
and
used
in
our
Services
segment.
Additionally,
we
are
a
party
to
finance
lease
agreements
for
3D
printers
manufactured
by
others
and
used
in
our
service
centers.
Our
leased
assets
are
recognized
at
the
lower
of
fair
value
or
the
present
value
of
minimum
lease
payments
and
depreciated
over
the
asset's
estimated
useful
life.
We
include
assets
under
financing
leases
in
"Property,
plant
and
equipment"
in
the
statement
of
financial
position.
Gain
on
sale
and
leaseback
transactions
is
recorded
as
deferred
income
in
the
statement
of
comprehensive
loss
and
recognized
as
"Other
operating
income"
over
the
term
of
the
lease
contract.

Allowance for Doubtful Accounts

In
evaluating
the
collectability
of
our
accounts
receivable,
we
assess
a
number
of
factors,
including
a
specific
client's
ability
to
meet
its
financial
obligations
to
us,
such
as
whether
or
not
a
customer
has
declared
bankruptcy.
Other
factors
assessed
include
the
length
of
time
the
receivables
are
past
due
and
historical
collection
experience.
Based
on
these
assessments,
we
record
a
reserve
for
specific
customers
based
on
their
current
economic
situation.
If
circumstances
related
to
specific
customers
change,
or
economic
conditions
deteriorate
such
that
our
past
collection
experience
is
no
longer
relevant,
our
estimate
of
the
recoverability
of
our
accounts
receivable
could
be
further
reduced
from
the
levels
provided
for
in
the
financial
statements.

We
believe
that
our
allowance
for
doubtful
accounts
is
a
critical
accounting
estimate
because
it
is
susceptible
to
change
and
dependent
upon
events
that
may
or
may
not
occur.
The
impact
of
recognizing
additional
allowances
for
doubtful
accounts
may
also
be
material
to
the
assets
reported
on
our
statement
of
financial
position
and
in
our
statement
of
comprehensive
loss.

Inventories

Raw materials

Raw
materials
are
measured
at
the
lower
of
acquisition
cost,
as
determined
on
the
first-in,
first-out
(FIFO)
method,
and
net
realizable
value.

Work in progress and finished goods

Work
in
progress
and
finished
goods
are
measured
at
the
lower
of
manufacturing
cost
and
net
realizable
value.
Manufacturing
costs
comprise
all
costs
that
are
directly
attributable
to
the
manufacturing
process,
such
as
direct
material
and
labor,
and
production
related
overheads
(based
on
normal
operating
capacity
and
normal
consumption
of
material,
labor
and
other
production
costs),
including
depreciation
charges.
Net
realizable
value
is
defined
as
the
estimated
selling
price
in
the

Table
of
Contents

ordinary
course
of
business
less
the
estimated
costs
of
completion
and
the
estimated
costs
necessary
to
make
the
sale.
For
purposes
of
determining
net
realizable
value,
selling
expenses
include
all
costs
expected
to
be
incurred
to
make
the
sale,
primarily
shipping,
packaging
and
handling
as
well
as
commissions.
Obsolete
inventories
are
written
off
directly
into
cost
of
sales.

We
also
use
our
own
printers
in
our
service
centers
in
Germany,
the
U.S.
and
the
UK.
All
printers
used
in
the
process
of
manufacturing
are
reported
as
inventory.
Unfinished
printers
are
generally
available
to
be
sold
if
a
customer
requests
a
product
which
specification
could
still
be
met
by
one
of
the
products
in
progress.
Accordingly,
we
classify
printers
as
inventory
until
we
remove
a
finished
printer
from
our
manufacturing
warehouse
to
use
it
in
a
service
center.
The
reclassification
as
property,
plant
and
equipment
occurs
at
cost
and
depreciation
starts
at
inception
of
service.

We
evaluate
the
adequacy
of
our
allowance
for
inventory
on
a
periodic
basis.
Our
determination
of
our
inventory
allowance
is
subject
to
change
because
it
is
based
on
management's
current
estimates
of
the
allowance
required
and
potential
adjustments.

We
believe
that
our
allowance
for
inventory
is
a
critical
accounting
estimate
because
it
is
susceptible
to
change
and
dependent
upon
events
that
may
or
may
not
occur.
The
impact
of
recognizing
an
additional
allowance
may
also
be
material
to
the
assets
reported
on
our
statement
of
financial
position
and
in
our
statement
of
comprehensive
loss.

Other
Financial
Information

We
believe
EBITDA
(earnings
before
interest,
taxes,
depreciation
and
amortization)
is
meaningful
to
our
investors
to
enhance
their
understanding
of
our
financial
performance.
Although
EBITDA
is
not
necessarily
a
measure
of
our
ability
to
fund
our
cash
needs,
we
understand
that
it
is
frequently
used
by
securities
analysts,
investors
and
other
interested
parties
as
a
measure
of
financial
performance
and
to
compare
our
performance
with
the
performance
of
other
companies
that
report
EBITDA.
Our
calculation
of
EBITDA
may
not
be
comparable
to
similarly
titled
measures
reported
by
other
companies.

We
define
EBITDA
as
profit
(loss)
plus
income
tax
expenses
(benefit),
financial
result
and
depreciation
and
amortization.
Disclosure
in
this
annual
report
of
EBITDA,
which
is
a
non-IFRS
financial
measure,
is
intended
as
a
supplemental
measure
of
our
performance
that
is
not
required
by,
or
presented
in
accordance
with,
IFRS.
EBITDA
should
not
be
considered
as
an
alternative
to
profit
(loss)
or
any
other
performance
measure
derived
in
accordance
with
IFRS.
Our
presentation
of
EBITDA
should
not
be
construed
to
imply
that
our
future
results
will
be
unaffected
by
unusual
or
non-recurring
items.

Reconciliation of Adjusted EBITDA to Loss

Profit
(loss)
Income
taxes
Financial
result
Depreciation
and
Amortization
EBITDA

2015

2014

2013

2012

2011

(€
in
thousands)

€ (9,594) € (4,332) $ (2,714) €

212
€
41

116

358

384

345

343

1,493

1,246

1,343

(520) € 2,016
€ 1,714

119

2,982

(32)

173

2,143

€ (6,429) € (2,048) €

Table
of
Contents

Statement
of
Comprehensive
Loss

Year
Ended
December
31,
2015
compared
to
Year
Ended
December
31,
2014

The
following
table
sets
forth
certain
statements
of
comprehensive
loss
data
both
on
an
actual
basis
and
as
a
percentage
of
revenues
for
the
periods
indicated:

Revenues
Cost
of
sales
Gross
profit
Selling
expenses
Administrative
expenses
Research
and
development
expenses
Other
operating
expenses
Other
operating
(income)
Operating
loss
Finance
expense
Finance
(income)
Financial
result
Net
loss
before
income
taxes
Income
taxes
Loss

€

Year
Ended
December
31,

2015

2014

Amount
(€
in
thousands)

Percentage

of
revenues

Amount
(€
in
thousands)

Percentage

of
revenues

Period-over-

period
change
(€
in
thousands)

100%€
71.3

28.7

28.8

21.5

22.7

3.7

8.9

39.1

1.2

0.7

0.5

39.6

0.3

39.9%€

16,163

9,838

6,325

3,746

4,026

4,027

101

(1,384)

(4,191)

472

(299)

173

(4,364)

(4,332)

100%€
60.9

39.1

23.2

24.9

0.6

8.6

25.9

2.9

1.8

1.1

27.0

0.2

26.8%€

7,902

7,309

592

3,176

1,152

1,443

787

(746)
(5,220)
(195)
141

(54)
(5,166)
(96)
(5,262)

24,064

17,147

6,917

6,922

5,178

5,470

888

(2,130)

(9,411)

277

(158)

119

(9,530)

(64)

(9,594)

Table
of
Contents

Year
Ended
December
31,

2015*

2014

Amount
(€
in
thousands)

Percentage

of
revenues

Amount
(€
in
thousands)

Percentage

of
revenues

Period-over-

period
change
(€
in
thousands)

€

24,064

15,770

8,294

6,542

4,839

5,403

417

(2,130)

(6,777)

248

(158)

(6,867)

(64)

(6,931)

100%€
65.5

34.5

27.2

20.1

22.5

1.7

8.9

28.2

1.0

0.7

0.4

28.5

0.3

28.8%€

16,163

9,838

6,325

3,746

4,026

4,027

101

(1,384)

(4,191)

472

(299)

173

(4,364)

(4,332)

100%€
60.9

39.1

23.2

24.9

0.6

8.6

25.9

2.9

1.8

1.1

27.0

0.2

26.8%€

7,902

5,932

1,969

2,796

813

1,376

316

(746)
(2,586)
(224)
141

(83)
(2,503)
(96)
(2,599)

Figures
before
restructuring
of
voxeljet
UK

Summary

Following
a
review
of
the
financial
performance
of
voxeljet UK and
its
current
market
environment,
we
decided
in
October
2015
to
focus
voxeljet UK's future
activities
solely
on
selling
high-speed,
large-format
3D
printers
and
on-demand
parts
services
to
industrial
and
commercial
customers.

As
a
result,
we
entered
into
an
agreement
in
November
2015
with
an
investor
group
that
included
the
founder
of
Propshop
to
sell
certain
assets
supporting
certain
business
lines
that
serve
customers
in
the
film
and
entertainment
industry,
transfer
certain
employees
and
contractual
arrangements
and
settle
the
earnout
and
employment
agreement
with
the
managing
director
entered
into
in
connection
with
the
acquisition
of
voxeljet UK .
In
addition,
we
focused
the
remaining
UK
operations
to
sell
our
products
and
perform
on
demand
printing
services.
The
loss
from
the
sale
transaction
and
additional
charges
from
the
restructuring
of
voxeljet
UK amounted
to
€2.7
million.
The
loss
includes
a
loss
from
the
sale
of
assets
and
contract
termination
and
transfer
of
employees
and
impairment
charges
of
intangible
assets
and
inventories.

Our
revenues
increased
by
€7.9
million,
or
48.9%,
to
€24.1
million
in
2015
from
€16.2
million
in
2014.
Revenues
for
2015
increased
due
to
an
increase
in
the
number
of
3D
printers
sold
by
our
Systems
segment
and
an
increase
in
our
printing
of
on-demand
parts
for
our
customers
by
our
Services
segment.
In
2015,
we
sold
eighteen
3D
printers
compared
to
fourteen
3D
printers
sold
in
2014.
Revenues
from
the
printing
of
on-demand
parts
for
our
customers
increased
82.3%
primarily
due
to
increased
capacity
at
our
service
center
in
Germany
as
well
as
the
inclusion
of
results
from
our
subsidiaries
in
the
UK
and
the
United
States.

Our
gross
profit
for
2015
increased
by
€0.6
million,
or
9.4%,
to
€6.9
million
from
€6.3
million
in
2014.
Our
higher
gross
profit
for
2015
resulted
primarily
from
increased
sales
of
3D
printers
in
2015
and
the
higher
gross
margin
contribution
from
revenues
from
our
subsidiaries.
Our
gross
profit
margin

Table
of
Contents

was
28.7%
in
2015
compared
to
39.1%
in
2014.
The
gross
margin
in
2015
was
significantly
impacted
by
an
amount
of
€
1.4
million
related
to
the
restructuring
of
voxeljet
UK.
As
part
of
the
restructuring
process,
we
recognized
impairment
charges
of
€
1.1
million
on
inventory
and
€
0.3
million
on
impairment
of
intangible
assets.
In
addition,
the
gross
margin
contributions
from
our
subsidiaries
in
the
UK
and
U.S.
have
not
yet
achieved
the
expected
targets
as
they
are
in
the
post-
restructuring
or
start
up
phase,
respectively.
Furthermore,
gross
margin
was
impacted
by
increased
cost
of
sales
caused
primarily
by
higher
personnel
expenses
in
manufacturing
as
we
increased
our
headcount
to
101
in
2015
from
72
in
2014.

Our
operating
result
declined
by
€5.2
million
to
a
loss
of
€9.4
million
in
2015
from
a
loss
of
€4.2
million
in
2014.
The
restructuring
of
voxeljet
UK
contributed
€2.7
million
of
the
decline.
In
addition,
the
ramp-up
of
personnel
resources
to
pursue
our
growth
strategy
is
reflected
in
the
operating
result.
Our
headcount
in
all
departments
increased
to
223
in
2015
from
200
in
2014.
Additionally,
research
and
development
expenses
increased
by
€1.4
million
and
selling
expenses
increased
by
€3.2
million
more
than
offsetting
the
increase
in
gross
margin.
This
is
due
to
our
growth
strategy
and
our
efforts
to
strengthen
our
technological
leadership.

Revenues by Segment

The
table
below
sets
forth
the
change
in
revenues
by
segment
from
2014
to
2015:

Year
Ended
December
31,

2015

2014

period-over-

period
change

Systems
Services
Total
Revenues

€ 11,113
€

12,951

(€
in
thousands)

9,057
€
7,106

€ 24,064
€ 16,163
€

2,056

5,845

7,901

Revenues
from
the
Systems
segment
for
2015
were
€11.1
million,
up
22.7%
over
2014.
The
total
number
of
units
sold
rose
28.6%
to
eighteen
in
2015
in
comparison
to
fourteen
in
2014.

On
average,
the
3D
printers
sold
in
2015
were
larger
systems
(
i.e. ,
VX1000)
than
in
prior
years,
which
also
contributed
to
higher
revenues
as
the
larger
systems
are
generally
sold
at
higher
prices.
Revenues
depend
not
only
on
the
number
of
units
sold,
but
also
on
the
composition
of
the
units
sold,
with
new,
larger,
higher-performance
printers
generating
higher
revenues
per
unit.

Revenues
from
the
Services
segment
for
2015
were
€13.0
million,
which
represents
an
increase
of
€5.8
million
or
82.3%
over
revenues
of
€7.1
million
in
2014.
The
increase
in
Services
revenues
was
primarily
due
to
the
inclusion
of
results
from
our
UK
subsidiary,
which
contributed
revenues
of
€4.7
million
in
2015
compared
to
€0.9
million
in
2014,
as
well
as
increased
capacity
at
our
service
center
in
Germany.
The
part
of
the
business
of
voxeljet
UK
disposed
of
in
the
course
of
the
restructuring
contributed
approximately
€3.8
million
to
2015
revenues.
Our
revenues
from
the
Services
segment
in
2015
also
included
approximately
€0.5
million
from
our
U.S.
subsidiary,
voxeljet
America
Inc.,
which
began
printing
on-demand
parts
in
the
first
quarter
of
2015.

Table
of
Contents

Revenues by Geographic Region

The
table
below
sets
forth
the
change
in
revenues
by
geographic
region
from
2014
to
2015:

EMEA
Asia
Pacific
Americas
Total

Year
Ended

December
31,
2015

Year
Ended

December
31,
2014

Revenues
(€
in
thousands)

Percentage

Revenues
(€
in
thousands)

Percentage

18,214

2,703

3,147

24,064

75.7%

11.2

13.1

100.0%

10,571

4,306

1,286

16,163

65.4%
26.6

8.0

100.0%

We
generated
most
of
our
revenues
in
the
EMEA
but
achieved
significant
growth
in
the
Americas
region
in
2015.
Revenues
in
the
Americas
increased
as
we
generated
higher
revenues
from
our
American
subsidiary
operating
in
the
U.S.
market.
The
revenues
in
the
Asia
Pacific
region
were
lower
due
to
lower
3D
printer
sales
in
this
region.

Gross Profit and Gross Profit Margin

Total
gross
profit
for
2015
increased
by
€0.6
million,
or
9.4%,
reflecting
higher
sales
in
both
our
Systems
and
Services
segments
in
2015
compared
to
2014.
Our
gross
profit
margin
was
28.7%
in
2015
compared
to
39.1%
in
2014,
to
a
significant
extent
declining
as
a
result
of
the
restructuring
of
voxeljet
UK.
In
addition,
personnel
expenses
increased
because
of
higher
headcount
to
pursue
our
growth
strategy.

The
table
below
sets
forth
gross
profit
and
gross
profit
margin
for
our
Systems
and
Services
segments
for
the
presented
periods:

Year
Ended
December
31,
2015

Year
Ended
December
31,
2014

Amount
(€
in
thousands)

€

3,849

3,068

6,917

Gross
margin
as

percentage
of

relevant
segment

revenues

Gross
margin
as

percentage
of

relevant
segment

revenues

Period-over-

period
change
(€
in
thousands)

Amount
(€
in
thousands)

34.6%€
23.7

28.7%€

3,301

3,024

6,325

36.4%€
42.6

39.1%€

548

592

Systems
Services
Total

Gross
profit
for
our
Systems
segment
increased
to
€3.8
million
in
2015
from
€3.3
million
in
2014,
while
the
gross
profit
margin
of
our
Systems
segment
decreased
by
1.8%
to
34.6%
in
2015
from
36.4%
in
2014.
This
decrease
in
gross
profit
margin
resulted
primarily
from
higher
cost
of
sales
because
of
increased
personnel
expenses
associated
with
increased
headcount
related
to
the
pursuit
of
our
growth
strategy.
Furthermore
it
reflected
the
product
mix,
as
we
sold
more
used
and
refurbished
printers.

Gross
profit
for
our
Services
segment
in
2015
amounted
to
€3.1
million,
unchanged
as
compared
to
2014.
The
gross
profit
margin
decreased
from
42.6%
in
2014
to
23.7%
in
2015.
The
gross
profit
margin
in
this
segment
was
impacted
in
the
amount
of
€
1.4
million
by
the
restructuring
of
the
voxeljet
UK
business
which
contributed
10.6%
to
the
gross
margin
decline.

Table
of
Contents

Operating Expenses

As
shown
in
the
table
below,
total
operating
expenses
increased
by
€5.8
million
to
€16.3
million
in
2015
from
€10.5
million
in
2014,
and
increased
to
67.9%
of
revenues
compared
to
65.1%
in
2014.
This
increase
affected
all
areas
of
our
operations.

Operating
expenses
Selling
expenses
Administrative
expenses
Research
and
development
expenses
Other
operating
expenses
Other
operating
(income)
Total

Year
Ended
December
31,

2015

2014

Amount
(€
in
thousands)

Percentage

of
revenues

Amount
(€
in
thousands)

Percentage

of
revenues

Period-over-

period
change
(€
in
thousands)

€

6,922

5,178

5,470

888

(2,130)

16,328

28.8%€
21.5

22.7

3.7

8.9

67.9%€

3,746

4,026

4,027

101

(1,384)

10,516

23.2%€
24.9

24.9

0.6

8.6

65.1%€

3,176

1,152

1,443

787

(746)
5,812

The
increase
in
selling
expenses
in
2015
was
primarily
related
to
increased
support
for
voxeljet
UK
as
well
as
the
buildup
of
a
sales
force
for
voxeljet
America.
Furthermore,
we
experienced
higher
costs
related
to
our
sales
agents
and
attended
more
global
exhibitions,
which
increased
travel
expenses
significantly.
As
a
result,
our
selling
expenses
increased
at
a
faster
rate
than
our
revenues.

As
our
business
grew
in
2015,
we
continued
to
invest
in
research
and
development.
Our
research
and
development
expenses
amounted
to
22.7%
of
our
revenues
in
2015,
reflecting
a
35.8%
increase
in
our
research
and
development
expenses
compared
to
2014.
Until
November
30,
2015
research
and
development
expenses
included
salaries
for
employees
of
voxeljet
UK,
who
were
working
in
this
function.
Those
employees
were
transferred
within
the
restructuring
of
voxeljet
UK.
Research
and
development
is
a
key
element
of
our
strategy
to
develop
new
material
sets
and
enhancements
to
our
3D
printers.

Our
operating
expenses
are
also
affected
by
headcount,
which
increased
to
223
employees
in
2015
from
200
employees
in
2014,
primarily
in
our
Systems
segment.

Operating Loss

Operating
loss
and
operating
loss
as
a
percentage
of
total
revenues
in
2015
and
2014
were
as
follows:

Operating
loss

Year
Ended
December
31,

2015

2014

Amount
(€
in
thousands)

Percentage

of
revenues

Amount
(€
in
thousands)

Percentage

of
revenues

Period-over-

period
change
(€
in
thousands)

€

(9,411)

–39.1%€

(4,191)

–25.9%€

(5,220)

We
had
an
operating
loss
of
€9.4
million
in
2015,
an
increase
of
€5.2
million
compared
to
an
operating
loss
of
€4.2
million
in
2014.
This
higher
operating
loss
resulted
from
the
restructuring
of
our
subsidiary
voxeljet
UK,
higher
headcount
as
well
as
ramp
up
losses
from
our
U.S.
subsidiary,
respectively.

We
expect
our
profitability
to
improve
in
the
coming
years
as
we
continue
to
achieve
economies
of
scale
and
can
further
leverage
our
fixed
expenses.
Through
the
restructuring
of
our
subsidiary
voxeljet

Table
of
Contents

UK,
we
expect
to
be
able
to
increase
gross
margins.
Additionally,
the
restructuring
provides
a
lean
and
efficient
administration
of
the
subsidiary.
Further
steps
towards
realizing
higher
profitability
include
increasing
revenues
in
order
to
leverage
fixed
costs
like
amortization
and
depreciation
and
rent
expense.
Those
positive
effects
will
be
partially
offset
by
expenses
related
to
the
ramp
up
phase
of
our
new
subsidiaries
in
India
and
China.

Financial Result

Financial
result
was
a
€0.1
million
and
€0.2
million
expense
in
2015
and
2014,
respectively
and
consequently
shows
no
significant
changes.

Provision for Income Taxes

Income
tax
expense
for
2015
was
€0.1
million
compared
to
income
tax
benefit
of
€0.1
million
in
2014.
We
did
not
recognize
deferred
tax
assets
for
loss
carry-
forwards
as
of
December
31,
2015,
which
results
in
income
tax
expense
on
a
loss
before
taxes.

Taxation of the Company in Germany

German
stock
corporations
are
subject
to
a
Corporation
Tax
of
15%.
A
5.5%
solidarity
surcharge
is
imposed
on
the
Corporation
Tax,
resulting
in
an
overall
tax
rate
of
15.825%.
In
addition,
German
stock
corporations
are
by
virtue
of
their
legal
form
subject
to
a
municipal
profit-related
German
Trade
Tax.
The
Trade
Tax
is
calculated
on
the
basis
of
the
taxable
Corporation
Tax
income
as
shown
in
the
annual
statutory
profit
and
loss
accounts
of
the
stock
corporation
which,
however,
is
subject
to
certain
particular
Trade
Tax
add-backs
and
deductions.
The
effective
Trade
Tax
rate
applicable
depends
on
the
municipality
in
which
the
stock
corporation
maintains
a
permanent
establishment
and
ranges
between
approximately
7%
and
17%.
The
Corporation
Tax
and
Trade
Tax
combined
will
result
in
an
overall
tax
burden
for
German
stock
corporations
of
approximately
28%
on
average.
The
deduction
for
a
taxable
loss
carry-forward
for
the
fiscal
year
has
a
limit
of
€1
million;
thereafter
taxable
income
can
only
be
offset
by
up
to
60%.
The
loss
carry-forward
is
reduced
by
the
amount
used
and
has
an
unlimited
life.
However,
there
are
limitations
on
the
use
of
loss
carry-forwards
upon
a
transfer
of
more
than
25%
of
a
stock
corporation's
shares
or
voting
rights
to
a
single
purchaser,
a
related
party
or
a
group
of
purchasers
within
a
specified
time
period,
and
existing
loss
carry-forwards
are
completely
lost
in
the
case
of
a
transfer
of
more
than
50%
of
a
stock
corporation's
shares
or
voting
rights
to
any
of
the
aforementioned
persons
within
a
period
of
five
years.
However,
these
limitations
do
not
apply
to
the
amount
of
the
tax
loss
carry-forwards
which
do
not
exceed
the
existing
excess
of
fair
value
over
tax
basis
in
the
corporation
at
the
time
of
transfer.

Loss

In
2015
we
had
a
loss
of
approximately
€9.6
million
compared
to
a
loss
of
€4.3
million
in
2014.
The
€5.3
million
increase
in
loss
resulted
from
charges
related
the
restructuring
of
voxeljet
UK,
and
increased
operating
expenses
resulting
from
additional
personnel
employed
in
pursuit
of
our
growth
strategy.

Table
of
Contents

Year
Ended
December
31,
2014
compared
to
Year
Ended
December
31,
2013

The
following
table
sets
forth
certain
statements
of
comprehensive
loss
data
both
on
an
actual
basis
and
as
a
percentage
of
revenues
for
the
periods
indicated:

Year
Ended
December
31,

2014

2013

Amount
(€
in
thousands)

Percentage

of
revenues

Amount
(€
in
thousands)

Percentage

of
revenues

Period-over-

period
change
(€
in
thousands)

Revenues
Cost
of
sales
Gross
profit
Selling
expenses
Administrative
expenses
Research
and
development
expenses
Other
operating
expenses
Other
operating
(income)
Operating
profit
(loss)
Finance
expense
Finance
(income)
Financial
result
Net
profit
(loss)
before
income
taxes
Income
taxes
Profit
(loss)

€

16,163

9,838

6,325

3,746

4,026

4,027

101

(1,384)

(4,191)

472

(299)

173

(4,364)

(4,332)

100% €
60.9

39.1

23.2

24.9

0.6

8.6

25.9

2.9

1.8

1.1

27.0

0.2

26.8% €

11,688

7,045

4,643

2,640

1,676

2,651

583

(894)

(2,013)

380

(37)

343

(2,356)

(358)

(2,714)

100% €
60.3

39.7

22.6

14.3

22.7

5.0

7.6

17.2

3.3

0.3

2.9

20.2

3.1

23.2% €

4,476

2,793

1,682

1,106

2,350

1,376

(482)
(490)
(2,178)
92

(262)
(170)
(2,008)
390

(1,618)

Summary

Our
revenues
increased
by
€4.5
million,
or
38.3%,
to
€16.2
million
in
2014
from
€11.7
million
in
2013.
Revenues
for
2014
increased
due
to
a
combination
of
an
increase
in
the
number
of
3D
printers
sold
and
an
increase
in
our
printing
of
on-demand
parts
for
our
customers.
In
2014
we
sold
fourteen
3D
printers
compared
to
nine
3D
printers
sold
in
2013.
Revenues
from
the
printing
of
on-demand
parts
for
our
customers
increased
33.0%
primarily
due
to
increased
capacity
at
our
recently
expanded
service
center
in
Germany
as
well
as
the
inclusion
of
results
from
our
UK
subsidiary
in
the
fourth
quarter
of
2014.

Our
gross
profit
for
2014
increased
by
€1.7
million,
or
36.2%,
to
€6.3
million
from
€4.6
million
in
2013.
Our
higher
gross
profit
for
2014
resulted
primarily
from
increased
sales
of
3D
printers
in
2014
and
the
product
mix
in
our
Systems
segment.
Our
gross
profit
margin
was
39.1%
in
2014
compared
to
39.7%
in
2013.
The
gross
margin
in
2014
was
impacted
by
increased
cost
of
sales
caused
primarily
by
higher
personnel
expenses
in
manufacturing
as
we
increased
our
headcount
to
72
in
2014
from
38
in
2013.

Our
operating
profit
declined
by
€1.5
million
to
a
loss
of
€4.2
million
in
2014
from
a
loss
of
€2.7
million
in
2013.
This
was
due
to
a
higher
level
of
operating
expenses
in
connection
with
being
a
public
company
and
with
the
buildup
of
personnel
resources
to
pursue
our
growth
strategy.
Our
headcount
in
all
departments
increased
to
200
in
2014
from
106
in
2013.
Additionally,
other
research
and
development
expenses
increased
by
€1.4
million
and
selling
expenses
increased
by
€1.1
million.
This
is
due
to
our
growth
strategy
and
our
efforts
to
strengthen
our
technological
leadership.

Table
of
Contents

Revenues by Segment

The
table
below
sets
forth
the
change
in
revenues
by
segment
from
2014
to
2013:

Systems
Services
Total
Revenues

Year
Ended

December
31,

2014

€

9,057

7,106

€ 16,163

2013
(€
in
thousands)

6,343
€
€
5,345

€ 11,688
€

period-over-

period
change

2,714

1,761

4,475

Revenues
from
the
Systems
segment
for
2014
were
€9.1
million,
up
42.8%
over
2013.
The
total
number
of
units
sold
rose
35.7%
to
fourteen
in
2014
in
comparison
to
nine
in
2013.

On
average,
the
3D
printers
sold
in
2014
were
larger
systems
(
i.e. ,
VX1000)
than
in
prior
years,
which
also
contributed
to
higher
revenues
as
the
larger
systems
are
generally
sold
at
higher
prices.
Revenues
depend
not
only
on
the
number
of
units
sold,
but
also
on
the
composition
of
the
units
sold,
with
new,
larger,
higher-performance
printers
generating
higher
revenues
per
unit.

Revenues
from
the
Services
segment
for
2014
were
€7.1
million,
which
represents
an
increase
of
€1.8
million
or
32.9%
over
revenues
of
€5.3
million
in
2013.
The
increase
in
Services
revenues
was
primarily
due
to
increased
capacity
at
our
recently
expanded
service
center
in
Germany
as
well
as
the
inclusion
of
results
from
our
UK
subsidiary
in
the
fourth
quarter
of
2014,
which
contributed
revenue
of
€0.9
million.
Our
revenues
from
the
Services
segment
in
2014
did
not
include
any
contribution
from
our
U.S.
subsidiary,
voxeljet
America
Inc.,
which
began
printing
on-demand
parts
in
the
first
quarter
of
2015.

Revenues by Geographic Region

The
table
below
sets
forth
the
change
in
revenues
by
geographic
region
from
2013
to
2014:

EMEA
Asia
Pacific
Americas
Total

Year
Ended

December
31,
2014

Year
Ended

December
31,
2013

Revenues
(€
in
thousands)

Percentage

Revenues
(€
in
thousands)

Percentage

€

10,571

4,306

1,286

16,163

65.4% €
26.6

8.0

100.0% €

11,286

142

260

11,688

96.6%
1.2

2.2

100.0%

We
generated
most
of
our
revenues
in
the
EMEA
but
achieved
significant
growth
in
the
Asia
Pacific
regions
in
2014.
Revenues
in
both
the
Asia
Pacific
region
and
the
Americas
increased
as
we
sold
five
3D
printers
in
those
two
regions
in
2014
but
none
in
2013.

Gross Profit and Gross Profit Margin

Total
gross
profit
for
2014
increased
by
€1.7
million,
or
36.2%,
reflecting
higher
sales
in
both
our
Systems
and
Services
segments
in
2014
compared
to
2013.
Our
gross
profit
margin
was
39.1%
in
2014
compared
to
39.7%
in
2013
primarily
as
a
result
of
increased
cost
of
sales
due
to
higher
personnel
expenses
related
to
the
LTCIP.
These
LTCIP-related
expenses
amounted
to
€0.2
million
in
total,
or
€0.1
million
within
the
Systems
segment
and
€0.1
million
within
the
Services
segment.
In
addition,
personnel
expenses
increased
because
of
higher
headcount
to
pursue
our
growth
strategy.

Table
of
Contents

The
table
below
sets
forth
gross
profit
and
gross
profit
margin
for
our
Systems
and
Services
segments:

Year
Ended
December
31,
2014

Year
Ended
December
31,
2013

Amount
(€
in
thousands)

€

3,301

3,024

6,325

Gross
margin

as
percentage

of
relevant

segment
revenue

Gross
margin

as
percentage

of
relevant

segment
revenue

Period-over-

period
change
(€
in
thousands)

Amount
(€
in
thousands)

36.4% €
42.6

39.1% €

2,505

2,138

4,643

39.5% €
40.0

39.7% €

796

886

1,682

Systems
Services
Total

Gross
profit
for
our
Systems
segment
increased
to
€3.3
million
in
2014
from
€2.5
million
in
2013,
while
the
gross
profit
margin
of
our
Systems
segment
decreased
by
3.1%
to
36.4%
in
2014
from
39.5%
in
2013.
This
decrease
in
gross
profit
margin
resulted
primarily
from
higher
cost
of
sales
because
of
increased
personnel
expenses
associated
with
increased
headcount
related
to
the
pursuit
of
our
growth
strategy.

Gross
profit
for
our
Services
segment
increased
by
€0.9
million
from
2013
to
2014,
while
the
gross
profit
margin
increased
from
40.0%
in
2013
to
42.6%
in
2014.
The
gross
profit
margin
in
this
segment
was
affected
by
favorable
product
mix
and
increased
efficiency.

Operating Expenses

As
shown
in
the
table
below,
total
operating
expenses
increased
by
€3.9
million
to
€10.5
million
in
2014
from
€6.7
million
in
2013,
and
increased
to
65.2%
of
revenues
compared
to
56.9%
in
2013.
This
increase
affected
all
areas
of
our
operations.

Year
Ended
December
31,

2014

2013

Amount
(€
in
thousands)

Percentage

Amount
(€
in
thousands)

Percentage

Period-over-

period
change
(€
in
thousands)

Operating
expenses
Selling
expenses
Administrative
expenses
Research
and
development
expenses
Other
operating
expenses
Other
operating
(income)
Total

€

3,746

4,026

4,027

101

(1,384)

10,516

23.2% €
24.9

24.9

0.6

8.6

65.1% €

2,640

1,676

2,651

583

(894)

6,656

22.6% €
14.3

22.7

4.9

7.6

56.9% €

1,106

2,350

1,376

(482)
(490)
3,860

The
increase
in
selling
expenses
in
2014
was
primarily
related
to
increased
headcount
to
support
the
growth
of
our
business.
Furthermore,
we
experienced
higher
costs
related
to
our
sales
agents
and
attended
more
global
exhibitions,
which
increased
travel
expenses
significantly.
As
a
result,
our
selling
expenses
increased
at
a
faster
rate
than
our
revenues.

As
our
business
grew
in
2014,
we
continued
to
invest
in
research
and
development.
Our
research
and
development
expenses
amounted
to
24.9%
of
our
revenues
in
2014,
reflecting
a
51.9%
increase
in
our
research
and
development
expenses
compared
to
2013.
Research
and
development
is
a
key
element
of
our
strategy
to
develop
new
material
sets
and
enhancements
to
our
3D
printers.

Our
operating
expenses
are
also
affected
by
headcount,
which
increased
to
200
employees
in
2014
from
106
employees
in
2013.

Table
of
Contents

Operating Loss

Operating
loss
and
operating
loss
as
a
percentage
of
total
revenues
in
2014
and
2013
were
as
follows:

Operating
profit
(loss)

€

(4,191)

–25.9% €

(2,013)

–17.2% €

(2,178)

Year
Ended
December
31,

2014

2013

Amount
(€
in
thousands)

Percentage

of
revenues

Amount
(€
in
thousands)

Percentage

of
revenues

Period-over-

period
change
(€
in
thousands)

We
had
an
operating
loss
of
€4.2
million
in
2014,
an
increase
of
€2.2
million
compared
to
an
operating
loss
of
€2.0
million
in
2013.
This
increase
resulted
primarily
from
higher
headcount
related
to
the
pursuit
of
our
growth
strategy
and
the
LTCIP,
which
had
a
negative
impact
of
€0.5
million.

We
expect
our
profitability
to
improve
in
the
coming
years
as
we
continue
to
achieve
economies
of
scale
and
can
further
leverage
our
fixed
expenses.
The
first
step
towards
realizing
this
goal
was
achieved
through
the
purchase
of
the
land
and
buildings
comprising
our
headquarters
in
Germany
at
the
end
of
2013,
which
will
reduce
our
rental
expenses
going
forward.
The
positive
effect
on
our
operating
profit
resulting
from
the
decrease
in
rental
expenses
will
be
partially
offset
by
the
depreciation
that
will
accumulate
on
the
buildings.
In
addition,
we
expect
our
subsidiaries
in
the
U.S.
and
the
UK
to
contribute
positively
to
our
future
profitability.

Financial Result

Financial
result
was
a
€0.2
million
and
€0.3
million
expense
in
2014
and
2013,
respectively.

Provision for Income Taxes

Income
tax
benefit
for
2014
was
€0.1
million
compared
to
income
tax
expense
of
€0.4
million
in
2013.
We
did
not
recognize
deferred
tax
assets
for
loss
carry-
forwards
as
of
December
31,
2014,
which
results
in
income
tax
expense
on
a
loss
before
taxes.

Loss

In
2014
we
had
a
loss
of
approximately
€4.2
million
compared
to
a
loss
of
€2.7
million
in
2013.
The
€1.5
million
increase
in
loss
resulted
primarily
from
costs
related
to
increased
research
and
development
expenses,
increased
cost
of
sales
resulting
from
the
LTCIP
and
higher
personnel
expenses
resulting
from
additional
personnel
employed
in
pursuit
of
our
growth
strategy.

LIQUIDITY
AND
CAPITAL
RESOURCES

As
of
December
31,
2015,
we
had
cash
and
cash
equivalents
of
€2.1
million
and
held
investments
in
three
bond
funds
of
€30.7
million
and
a
note
receivable
of
€1.1
million,
largely
as
a
result
of
our
initial
public
offering
and
our
subsequent
follow-on
offering.
These
cash
resources
are
sufficient
to
finance
our
near-term
growth
strategy,
which
includes
the
establishment
of
additional
global
service
centers
as
well
as
to
develop
our
service
centers
in
North
America,
the
UK,
China
and
India.

To
meet
the
demand
for
our
Services
business
and
to
increase
capacity,
we
will
require
investment
in
additional
printers
to
be
used
in
our
new
or
expanding
Service
operations.

Because
of
our
strong
liquidity
position,
we
believe
that
we
have
the
capacity
to
execute
our
growth
strategy.
We
have
used
our
cash
and
capital
resources
to
expand
our
operations
in
Germany
through
the
purchase
in
December
2013
of
the
land
and
buildings
comprising
our
corporate
headquarters,
including
two
new
production
halls,
which
will
allow
us
to
increase
our
service
center

Table
of
Contents

capacity.
In
addition,
we
formed
a
U.S.
subsidiary,
voxeljet
America,
Inc.,
and
leased
a
facility
near
Detroit,
Michigan
that
houses
our
North
American
service
center,
which
began
printing
on-demand
parts
in
the
first
quarter
of
2015.
We
also
used
funds
for
the
acquisition
of
Propshop
in
October
2014.
In
2015,
we
used
our
cash
to
fund
the
working
capital
needs
of
our
subsidiaries.
For
2016,
we
plan
to
build
a
new
office
building
as
well
as
new
production
facilities
in
Friedberg.
This
project
will
be
financed
by
a
series
of
three
loans,
which
were
entered
into
with
the
Kreissparkasse
Augsburg,
a
bank
that
specializes
in
providing
financing
to
small
and
medium-sized
businesses.
The
aggregate
amount
is
€4.0
million,
which
shall
be
drawn
down
in
accordance
with
the
progress
of
construction
work
on
the
project.
The
amount
of
each
such
loan
agreement
is
as
follows:
(i)
€2.0
million,
with
a
fixed
interest
rate
of
2.47%
per
annum
until
the
end
of
the
term
of
the
loan
on
December
30,
2025,
(ii)
€1.0
million,
with
a
fixed
interest
rate
of
2.72%
per
annum
until
the
end
of
the
term
of
the
loan
on
December
30,
2030,
and
(iii)
€1.0
million,
with
a
variable
interest
rate
of
1.75%
per
annum,
which
can
be
terminated
by
either
party
with
a
notice
period
of
3
months.

Cash
Flow

Our
primary
sources
of
cash
in
2015
were
our
revenues
and
cash
reserves.
Our
primary
uses
of
cash
have
traditionally
been
to
finance
our
assets
and
our
working
capital.

The
table
below
sets
forth
cash
flows
from
operating,
investing
and
financing
activities
for
2013,
2014
and
2015:

2015

2014
(€
in
thousands)

2013

Cash
provided
by
(used
in)
operating
activities
Cash
provided
(used)
in
investing
activities
Cash
provided
by
(used
in)
financing
activities
Increase
(decrease)
in
cash
and
cash
equivalents

€ (11,950) €

(5,020) €
(47,044)

26,581

7,117

(1,099)

(5,932) € (25,483) €

(1,640)
(11,449)
46,247

33,158

€

Our
cash
and
cash
equivalents
decreased
from
€8.0
million
at
December
31,
2014
to
€2.1
million
at
December
31,
2015,
a
decrease
of
€5.9
million.
This
was
primarily
due
to
our
build
up
in
inventory,
ramp-up
expenses
relating
to
our
new
subsidiaries
as
well
as
a
net
cash
outflow
of€
0.4
million
related
to
the
restructuring
of
voxeljet
UK.

Our
cash
and
cash
equivalents
decreased
from
€33.5
million
at
December
31,
2013
to
€8.0
million
at
December
31,
2014,
a
decrease
of
€25.5
million.
This
was
primarily
due
to
our
investment
of
more
than
€43
million
of
proceeds
from
our
initial
public
offering
in
2013
and
our
follow-on
offering
in
2014
in
three
bond
funds.
The
aim
was
to
achieve
a
certain
amount
of
interest
income
at
a
low
risk
level
for
the
cash
invested.

On
April
16,
2014,
we
completed
a
follow-on
offering
and
received
net
proceeds
of
$41.4
million
or
€30.2
million.

Operating Activities

Net
cash
used
in
operating
activities
was
€11.9
million
for
the
year
ended
December
31,
2015
compared
to
cash
used
in
operating
activities
of
€5.0
million
for
the
year
ended
December
31,
2014,
an
increase
in
cash
used
of
€3.3
million.
This
was
primarily
due
to
increased
working
capital
requirements.

Net
cash
used
in
operating
activities
was
€5.0
million
for
the
year
ended
December
31,
2014
compared
to
cash
used
in
operating
activities
of
€1.6
million
for
the
year
ended
December
31,
2013,
an
increase
in
cash
used
of
€3.4
million.
This
effect
was
primarily
due
to
higher
operating
costs,
including
costs
to
prepare
for
our
initial
public
offering,
partly
offset
by
lower
working
capital
requirements.

Table
of
Contents

Investing Activities

Investing
activities
consist
primarily
of
setting
up
infrastructure,
including
equipment
we
install
and
use
in
our
service
centers.
In
2015,
we
invested
approximately
€1.6
million
in
infrastructure,
plant
and
machinery
as
well
as
equipment
compared
to
€2.7
million
in
2014.
We
also
invested
more
than
€43
million
of
proceeds
from
our
equity
offerings
in
2013
and
2014
in
three
bond
funds
in
2014.

Financing Activities

In
2015,
financing
cash
flows
consisted
primarily
of
the
redemption
from
sale
and
lease
back
transactions
amounting
to
€0.8
million
as
well
as
the
repayment
of
long-term
debt
amounting
to
€0.2
million.

In
2014,
financing
cash
flows
consisted
principally
of
the
net
proceeds
we
received
in
our
follow-on
offering,
which
amounted
to
€30.2
million,
as
well
as
the
repayment
of
several
loans
and
financing
leases.

In
2013,
financing
cash
flows
consisted
primarily
of
the
net
proceeds
we
received
in
our
initial
public
offering,
which
amounted
to
approximately
€47.0
million.

Financing
Agreements

As
of
December
31,
2015
we
had
several
lines
of
credit
with
four
German
banks
in
a
total
amount
of
up
to
€0.9
million.
Interest
rates
across
the
credit
lines
varied
from
3.51%
to
6.50%
as
of
December
31,
2015.
There
are
commitment
fees
of
0.25%
and
0.30%
associated
with
the
unused
portion
of
two
of
our
lines
of
credit.

RESEARCH
AND
DEVELOPMENT,
PATENTS
AND
LICENSES

Research
and
development
is
a
key
part
of
our
strategy
to
develop
new
material
sets
and
enhancements
to
our
3D
printers.
Our
research
and
development
expenses
totaled
€5.5
million,
€4.0
million,
and
€2.7
million
for
the
years
ended
December
31,
2015,
2014,
and
2013,
respectively.
For
further
information
on
our
policies
and
practices
regarding
research
and
development,
see
"Item
4.
Information
on
the
Company—B.
Business
Overview—Research
and
Development."

TREND
INFORMATION

Other
than
as
disclosed
elsewhere
in
this
annual
report,
we
are
not
aware
of
any
trends,
uncertainties,
demands,
commitments
or
events
for
the
year
ended
December
31,
2015
that
are
reasonably
likely
to
have
a
material
adverse
effect
on
our
revenues,
profitability,
liquidity
or
capital
resources,
or
that
would
cause
the
disclosed
financial
information
to
be
not
necessarily
indicative
of
future
operating
results
or
financial
conditions.

OFF
BALANCE
SHEET
ARRANGEMENTS

We
are
not
a
party
to
any
off
balance
sheet
arrangements.

TABULAR
DISCLOSURE
OF
CONTRACTUAL
OBLIGATIONS

Future
contractual
payments
as
of
December
31,
2015
consisted
of
long-
term
debt,
operating
leases
and
finance
leases,
which
are
discussed
in
greater
detail
below.

Table
of
Contents

December
31,
2015

Bank
overdrafts,
lines
of
credit
and
long-term
debt
Leases:

Operating
Finance

Total

1,136

1,364

1,305

3,805

Leases

Operating

Less
than

a
year

1-3
years
(€
in
thousands)

591

330

507

559

1,657

636

670

1,636

3-5
years

More
than

5
years

215

221

512

—

We
have
historically
leased
various
manufacturing
facilities,
office
and
warehouse
spaces,
equipment
and
vehicles
under
operating
leases.
We
expect
leases
that
expire
to
be
renewed
or
replaced
by
leases
on
other
properties.
Rental
expense
amounted
to
€0.1
million,
€0.1
million,
and
€0.3
million
in
2015,
2014,
and
2013,
respectively.

Finance

Our
finance
leases
relate
primarily
to
production
machinery.
In
total,
we
have
entered
into
sale
and
leaseback
transactions
for
17
self-produced
3D
printers,
which
were
sold
to
banks
and
leased
back
to
be
used
in
our
Services
segment.

SAFE
HARBOR

See
"Special
Note
Regarding
Forward
Looking
Statements"
on
page
1
of
this
annual
report.

Table
of
Contents

ITEM
6.

DIRECTORS,
SENIOR
MANAGEMENT
AND
EMPLOYEES

DIRECTORS
AND
SENIOR
MANAGEMENT

Supervisory
Board

The
following
table
sets
forth
the
names
and
functions
of
the
current
members
of
our
supervisory
board,
their
ages,
their
terms
(which
expire
on
the
date
of
the
relevant
year's
general
shareholders'
meeting)
and
their
principal
occupations
outside
of
our
company
as
of
March
1,
2016:

Name
Peter
G.
Nietzer
(Chairman)
Dr.
Stefan
Söhn
(Vice
Chairman)
Prof.
Dr.
Joachim
Heinzl

Age

Term
Expires

Principal
occupation

55
May,
2019*
Managing
director
of
asset
management
firm

61
May,
2019*
Consultant
and
lawyer

75
May,
2019*
University
professor
(retired)

Date
of
the
2019
general
shareholders'
meeting.

The
business
address
of
the
members
of
our
supervisory
board
is
the
same
as
our
business
address:
voxeljet
AG,
Paul-Lenz-Straße
1a,
86316
Friedberg,
Germany.
Our
supervisory
board
has
determined
that
all
members
of
our
supervisory
board
are
independent
under
German
law
and
the
New
York
Stock
Exchange
Listed
Company
Manual.

The
following
is
a
brief
summary
of
the
business
experience
of
the
members
of
our
supervisory
board:

Peter Nietzer ,
born
in
1960
in
Heilbronn,
Germany,
has
been
the
chairman
of
our
supervisory
board
since
July
2,
2013.
Mr.
Nietzer
has
served
as
owner
and
managing
director
of
KITES
Industriebeteiligungen
GmbH,
a
private
investment
holding
company,
and
of
M59
Advisory
Services,
since
January
2013
and
as
Partner
and
Chief
Financial
Officer
of
GermanCapital
GmbH,
a
private
equity
company
he
co-founded
and
that
specializes
in
mid-market
buy-outs,
since
July
2005.
Mr.
Nietzer
has
served
as
a
Non-Executive
Director
of
Cognis
Credit
Opportunities
Fund
Ltd.,
Cognis
Credit
Opportunities
Master
Fund
Ltd.
and
Cognis
Credit
Opportunities
Manager
(Cayman)
Ltd.
since
September
2013.
Since
April
2000,
Mr.
Nietzer
has
been
an
executive
board
member
and
Managing
Partner
of
Felicitas
GmbH
(which
was
previously
known
as
GI
Ventures
AG),
a
fund
management
company
he
helped
found.
Mr.
Nietzer
served
as
a
Managing
Director
in
the
private
equity
unit
of
PartnersGroup
AG
from
January
to
October
2011.
Mr.
Nietzer
holds
a
M.B.A.
from
Friedrich-Alexander
University
Erlangen-Nürnberg,
Germany.
We
believe
that
Mr.
Nietzer's
over
13
years
of
experience
in
private
equity
and
his
previous
roles
as
a
supervisory
board
member
provide
him
with
valuable
insight
into
our
business,
particularly
in
the
areas
of
financing
and
acquisition
opportunities,
while
his
focus
on
technology
companies
gives
him
insight
into
our
operations
and
industry.
In
addition,
Mr.
Nietzer's
work
as
a
chief
financial
officer
provides
the
supervisory
board
with
expertise
in
financial
matters.

Dr. Stefan Söhn ,
born
in
1954
in
Düsseldorf,
Germany,
has
been
the
vice
chairman
of
our
supervisory
board
since
July
2,
2013.
Since
January
2010,
Dr.
Söhn
has
served
as
a
Partner
and
Managing
Director
of
MBL
China
Consulting
GmbH,
as
owner
and
manager
of
Söhn
Industrial
Consulting
and
as
Of
Counsel
Lawyer
and
Head
of
China
Desk
of
Sonntag
&
Partner
Wirtschaftsprüfer,
Steuerberater,
Rechtsanwälte
in
Augsburg
and
Munich,
Germany.
Dr.
Söhn
held
executive
positions
at
KUKA
Systems
GmbH,
an
equipment
supplier
to
the
automotive
industry,
from
July
2000
to
December
2009,
serving
as
its
Chief
Financial
Officer
from
July
2000
to
December
2006
and
as
its
Chief
Executive
Officer
from
January
2007
to
December
2009.
During
his
time
at
KUKA
Systems
GmbH,
Dr.
Söhn
led
the
successful
expansion
of
its
business
in
Asia.
Dr.
Söhn
also
serves
as
the
deputy
chairman
of
the
supervisory
board
of
Mocopinus
GmbH
&
Co.
KG.
Dr.
Söhn
holds
a
law
degree
from
the
University
of
Augsburg,
Germany
and
a
Master
of
Science
in
Management
for
the

Table
of
Contents

London
Business
School.
We
believe
that
Dr.
Söhn's
business
experience
in
the
automotive
industry
and
in
expanding
corporate
operations
into
Asia
will
assist
us
as
we
seek
to
grow
our
business.
In
addition,
we
believe
that
Dr.
Söhn's
various
experiences
throughout
his
career,
including
his
work
as
an
attorney,
chief
financial
officer
and
member
of
the
supervisory
boards
of
several
companies,
including
public
companies,
provides
our
supervisory
board
with
a
broad
range
of
knowledge
and
insight.

Prof. Dr. Joachim Heinzl ,
born
in
1940
in
Aussig
in
what
is
now
the
Czech
Republic,
has
been
a
member
of
our
supervisory
board
since
July
2,
2013.
Prof.
Dr.
Heinzl
has
served
as
Professor
Emeritus
at
the
Technical
University
of
Munich,
Germany
since
2005.
Prior
to
becoming
Professor
Emeritus,
Prof.
Dr.
Heinzl
had
been
the
Chair
for
Precision
Engineering
and
Micro
Technology
at
the
Technical
University
of
Munich
since
1978
and
served
the
Technical
University
of
Munich
as
Vice-Dean
and
Dean
of
the
Faculty
of
Mechanical
Engineering
from
1988
to
1992
and
as
First
Vice
President
from
1995
to
2002.
Prof.
Dr.
Heinzl
focused
a
large
portion
of
his
research
on
technology
relating
to
3D
printing
while
on
the
faculty
of
the
Technical
University
of
Munich.
From
2006
to
2012,
Prof.
Dr.
Heinzl
was
the
President
of
the
Bavarian
Research
Foundation.
Prof.
Dr.
Heinzl
has
been
a
foreign
associate
of
the
U.S.
National
Academy
of
Engineering
since
2007.
Prof.
Dr.
Heinzl
also
co-founded
our
company
as
Generis
GmbH
in
1999.
Prof.
Dr.
Heinzl
holds
a
diploma
in
mechanical
engineering
and
a
doctorate
in
electroacoustics
from
the
Technical
University
of
Munich.
We
believe
that
Prof.
Dr.
Heinzl's
vast
knowledge
of
technical
and
engineering
matters,
including
3D
printing
technology,
provides
our
supervisory
board
with
additional
insight
into
the
technical
details
of
our
operations
and
industry.

Management
Board

The
following
table
sets
forth
the
names
and
functions
of
the
current
members
of
our
management
board,
their
ages
and
their
terms
as
of
March
1,
2016:

Name
Dr.
Ingo
Ederer
Rudolf
Franz

Age

Term
Ends
June
30,
2017
Chief
Executive
Officer
June
30,
2017
Chief
Financial
Officer

Position

The
business
address
of
the
members
of
our
management
board
is
the
same
as
our
business
address:
voxeljet
AG,
Paul-Lenz-Straße
1a,
86316
Friedberg,
Germany.

The
following
is
a
brief
summary
of
the
business
experience
of
the
members
of
our
management
board:

Dr. Ingo Ederer ,
born
in
1967
in
Weilheim,
Germany,
is
one
of
our
founders
and
is
the
key
inventor
of
our
technology.
He
has
served
as
our
Chief
Executive
Officer
since
2013.
Dr.
Ederer
co-founded
our
company
as
Generis
GmbH
in
1999
and
served
as
our
Managing
Director
from
our
incorporation
in
1999
to
2013,
building
up
the
company
from
the
start-up
phase
to
become
a
leading
provider
of
3D
printers
for
industrial
and
commercial
customers.
After
graduating
with
a
degree
in
mechanical
engineering
from
the
Technical
University
of
Munich
in
1993,
Dr.
Ederer
started
his
career
as
researcher
at
the
department
of
precision
engineering
at
the
Technical
University
of
Munich
where
he
received
his
Ph.D.
in
2000
with
a
thesis
on
piezo-based
micro-jetting
devices.
He
contributes
more
than
20
years
of
experience
in
the
3D
printing
equipment
market
and
is
a
holder
of
more
than
50
patents
in
the
field
of
3D
printing.

Rudolf Franz ,
born
in
1967
in
Friedberg,
Germany,
has
served
as
our
Chief
Financial
Officer
since
2013.
Mr.
Franz,
through
his
venture
fund,
Franz
Industriebeteiligungen
AG,
has
been
one
of
our
shareholders
since
2003
and
served
as
our
Chief
Operating
Officer
from
2003
to
2013,
focusing
on
building
our
global
sales
and
finance,
accounting
and
administration
structures.
Mr.
Franz
has
been
the
chairman
of
the
supervisory
board
of
Rettenmeier
Holding
AG
since
2011.
From
2007
to
2009,
Mr.
Franz
served
as
the
Managing
Director
of
Hama
Holding
GmbH
and
was
the
chairman
of
the

Table
of
Contents

supervisory
board
of
Wavelight
AG
from
2005
to
2009.
In
1995,
Mr.
Franz
was
appointed
as
investment
manager
of
Technologieholding
VC
GmbH,
an
international
venture
capital
fund
that
invested
in
European
technologies,
and
became
partner
in
1997,
where
he
was
responsible
for
managing
the
Munich
investment
team.
After
he
sold
his
shares
in
Technologieholding
VC
GmbH
to
3i
Group
plc
in
2000,
Mr.
Franz
served
as
Managing
Director
of
3i
Group
plc
and
was
responsible
for
technology
investments
in
the
German-speaking
market
from
2000
to
2002.
Mr.
Franz
studied
political
economics
and
industrial
engineering
at
the
University
of
Augsburg
and
the
University
of
Munich
and
earned
a
master's
degree
from
the
University
of
Applied
Science
Munich
in
1991.

COMPENSATION

Compensation
of
Management
Board
Members

We
have
entered
into
service
agreements
with
the
current
members
of
our
management
board.
These
agreements
generally
provide
for
an
annual
fixed
compensation
(base
salary),
an
annual
performance
award
(annual
bonus)
with
a
target
of
up
to
40%
of
the
yearly
base
salary,
as
well
as
a
long-term
performance
award
for
a
three-business-year
period
(long-term
bonus)
with
a
target
of
up
to
60%
of
the
yearly
base
salary.
The
performance
targets
of
the
annual
and
long-term
bonuses
are
a
mixture
of
certain
financial
and
non-financial
targets,
such
as
revenue
and
profitability
goals,
as
well
as
a
certain
increase
of
the
price
of
our
ADSs.
In
addition
to
the
fixed
and
variable
remuneration
components,
under
the
terms
of
their
service
agreements,
the
members
of
our
management
board
are
entitled
to
additional
benefits
(including
company
car
arrangements,
mobile
phone,
accident
and
director
and
officer
liability
insurance)
and
reimbursement
of
necessary
and
reasonable
expenses.

We
believe
that
the
service
agreements
between
us
and
the
members
of
our
management
board
provide
for
payments
and
benefits
(including
upon
termination
of
employment)
that
are
in
line
with
customary
market
practice
for
similar
companies
who
are
operating
in
our
industry.

In
2016,
the
two
members
of
our
management
board
are
collectively
entitled
to
receive
total
compensation
of
up
to
kEUR
766,
which
includes
base
salary,
bonus
payments
and
other
compensation
as
a
result
of
other
benefits
as
described
above.
In
2015,
the
two
members
of
our
management
board
collectively
received
total
compensation
of
kEUR
506,
which
included
base
salary
and
other
compensation.

Compensation
of
Supervisory
Board
Members
in
the
Business
Year
2015

In
our
annual
general
meeting
on
May
27,
2014
the
following
remuneration
system
was
resolved:

•

Ordinary
members
of
the
supervisory
board
receive
a
fixed
remuneration
in
the
amount
of
€30,000
per
annum.
The
chairman
and
vice
chairman
of
the
supervisory
board
shall
receive
a
higher
fixed
remuneration
in
the
amount
of
€60,000
per
annum
and
€45,000
per
annum,
respectively.

We
do
not
pay
fees
for
attendance
at
supervisory
board
meetings.

The
members
of
the
supervisory
board
are
entitled
to
reimbursement
of
their
reasonable,
documented
expenses
(including,
but
not
limited
to,
travel,
board
and
lodging
and
telecommunication
expenses).

This
remuneration
system
will
remain
in
force
until
it
has
been
amended
or
terminated
by
our
general
shareholders'
meeting.

Table
of
Contents

BOARD
PRACTICES

Overview

We
are
a
German
stock
corporation
(
Aktiengesellschaft ,
or
AG )
with
our
registered
seat
in
Germany.
We
are
subject
to
German
legislation
on
stock
corporations,
most
importantly
the
German
Stock
Corporation
Act
(
Aktiengesetz, or
AktG ).
In
accordance
with
the
German
Stock
Corporation
Act
(
Aktiengesetz
),
our
corporate
bodies
are
the
management
board
(
Vorstand ),
the
supervisory
board
(
Aufsichtsrat )
and
the
shareholders'
meeting
(
Hauptversammlung ).
Our
management
board
and
our
supervisory
board
are
entirely
separate
and,
as
a
rule,
no
individual
may
simultaneously
be
a
member
of
both
boards.

Our
management
board
is
responsible
for
the
day-to-day
management
of
our
business
in
accordance
with
applicable
laws,
our
articles
of
association
(
Satzung
)
and
the
management
board's
internal
rules
of
procedure
(
Geschäftsordnung ).
Our
management
board
represents
us
in
our
dealings
with
third
parties.

The
principal
function
of
our
supervisory
board
is
to
supervise
our
management
board.
The
supervisory
board
is
also
responsible
for
appointing
and
removing
the
members
of
our
management
board
and
representing
us
in
connection
with
transactions
between
a
current
or
former
member
of
the
management
board
and
us.

Under
German
law,
members
of
both
boards
owe
a
duty
of
loyalty
and
care
to
us.
In
carrying
out
their
duties,
they
are
required
to
exercise
the
standard
of
care
of
a
prudent
and
diligent
businessperson.
If
they
fail
to
observe
the
appropriate
standard
of
care,
they
may
become
liable
to
us.

In
carrying
out
their
duties,
the
members
of
both
boards
may
take
into
account
a
broad
range
of
considerations
when
making
decisions,
including
our
interests
and
the
interests
of
our
shareholders,
employees,
creditors
and,
to
a
limited
extent,
the
general
public,
while
respecting
the
rights
of
our
shareholders
to
be
treated
on
equal
terms.
Additionally,
the
management
board
is
responsible
for
implementing
an
internal
monitoring
system
for
risk
management
purposes.

Our
supervisory
board
has
comprehensive
monitoring
responsibilities.
To
ensure
that
our
supervisory
board
can
carry
out
these
functions
properly,
our
management
board
must,
among
other
things,
regularly
report
to
our
supervisory
board
regarding
our
current
business
operations
and
future
business
planning
(including
financial,
investment
and
personnel
planning).
In
addition,
our
supervisory
board
is
entitled
to
request
special
reports
from
the
management
board
at
any
time.

Under
German
law,
our
shareholders
have
no
direct
recourse
against
the
members
of
our
management
board
or
our
supervisory
board
if
they
have
breached
their
duty
of
loyalty
and
care
to
us.
Apart
from
insolvency
or
other
special
circumstances,
only
the
company
has
the
ability
to
claim
damages
against
the
members
of
our
two
boards.
We
may
waive
these
claims
to
damages
or
settle
these
claims
only
if
at
least
three
years
have
passed
since
any
violation
of
a
duty
occurred
and
only
if
our
shareholders
approve
the
waiver
or
settlement
at
a
shareholders'
meeting
with
a
simple
majority
of
the
votes
cast;
provided
that
shareholders
who
in
the
aggregate
hold
one-tenth
or
more
of
our
share
capital
do
not
oppose
the
waiver
or
settlement
and
have
their
opposition
formally
recorded
in
the
meeting's
minutes
by
a
German
civil
law
notary.

The
following
description,
as
far
as
it
relates
to
our
articles
of
association,
is
based
on
the
articles
of
association,
as
adopted
by
our
general
shareholders'
meeting
on
May
22,
2015.

Supervisory
Board

Our
supervisory
board
currently
consists
of
three
members,
which
is
the
minimum
number
of
members
allowed
under
German
law.
As
we
grow,
our
supervisory
board
may
be
required
to
include

Table
of
Contents

employee
representatives
subject
to
the
provisions
of
the
German
One-Third
Employee
Representation
Act
(
Drittelbeteiligungsgesetz )
and
the
German
Codetermination
Act
(
Mitbestimmungsgesetz ).

Currently,
all
of
the
members
of
our
supervisory
board
are
elected
by
the
shareholders'
meeting
in
accordance
with
the
provisions
of
the
German
Stock
Corporation
Act
(
Aktiengesetz ).
German
law
does
not
require
the
majority
of
our
supervisory
board
members
to
be
independent.
The
rules
of
procedure
for
our
supervisory
board
provide
that
the
supervisory
board
should
be
composed
of
a
majority
of
independent
members,
as
determined
by
the
supervisory
board.
Under
the
supervisory
board's
rules
of
procedure,
a
board
member
is
deemed
to
be
independent
if
such
member
has
no
business
or
personal
relationships
with
us
or
the
management
board
that
could
constitute
a
conflict
of
interest.

Under
German
law,
the
members
of
a
supervisory
board
may
be
elected
for
a
term
of
up
to
approximately
five
years,
depending
on
the
dates
of
the
annual
general
meeting
at
which
the
members
of
the
supervisory
board
are
elected,
which
is
the
standard
term
of
office.
Reelection,
including
repeated
reelection,
is
permissible.
The
shareholders'
meeting
may
specify
a
term
of
office
for
individual
members
or
all
of
the
members
of
our
supervisory
board
which
is
shorter
than
the
standard
term
of
office
and,
subject
to
statutory
limits,
may
set
different
start
and
end
dates
for
the
terms
of
members
of
our
supervisory
board.
All
members
of
our
supervisory
board
were
elected
by
our
annual
general
meeting
on
May
27,
2014
for
a
term
that
ends
on
the
day
of
the
shareholders'
meeting,
which
resolves
on
the
discharge
of
the
supervisory
board
for
the
business
year
2018.

The
shareholders'
meeting
may,
at
the
same
time
as
it
elects
the
members
of
the
supervisory
board,
elect
one
or
more
substitute
members.
The
substitute
members
replace
members
who
cease
to
be
members
of
our
supervisory
board
and
take
their
place
for
the
remainder
of
their
respective
terms
of
office.
We
have
not
elected
any
substitute
members.

Members
of
our
supervisory
board
may
be
dismissed
at
any
time
during
their
term
of
office
by
a
resolution
of
the
shareholders'
meeting
adopted
by
a
simple
majority
of
the
votes
cast.
In
addition,
any
member
of
our
supervisory
board
may
resign
at
any
time
by
giving
one
month
written
notice
of
his
or
her
resignation
to
the
chairperson
of
our
supervisory
board
(in
case
the
chairperson
resigns,
such
notice
is
to
be
given
to
the
vice
chairperson).
Our
supervisory
board
may
agree
upon
a
shorter
notice
period.
None
of
the
members
of
the
supervisory
board
are
eligible
to
receive
any
benefits
upon
termination
of
their
service
on
the
supervisory
board.

Our
supervisory
board
elects
a
chairperson
and
a
vice
chairperson
from
its
members.
The
vice
chairperson
exercises
the
chairperson's
rights
and
obligations
whenever
the
chairperson
is
unable
to
do
so.
On
May
27,
2013,
Peter
Nietzer,
Dr.
Stefan
Söhn
and
Prof.
Dr.
Joachim
Heinzl
were
appointed
as
members
of
our
supervisory
board.
The
members
of
our
supervisory
board
have
elected
Peter
Nietzer
as
chairperson
and
Dr.
Stefan
Söhn
as
vice
chairperson,
each
for
the
term
of
their
respective
membership
on
our
supervisory
board.

The
supervisory
board
meets
at
least
twice
during
the
first
half
and
twice
during
the
second
half
of
each
fiscal
year.
Our
articles
of
association
and
the
supervisory
board's
rules
of
procedure
provide
that
a
quorum
of
the
supervisory
board
members
is
present
if
at
least
half
of
its
members,
but
in
any
case
no
less
than
three
members,
participate
in
the
vote.
Members
of
our
supervisory
board
are
deemed
present
if
they
participate
via
telephone
or
video
conference,
subject
to
no
other
member
of
the
supervisory
board
raising
any
objection
to
this
type
of
participation.
Any
absent
member
may
also
participate
in
the
voting
by
submitting
his
or
her
written
vote
through
another
member.

Resolutions
of
our
supervisory
board
are
passed
by
the
vote
of
a
simple
majority
unless
otherwise
required
by
law,
our
articles
of
association
or
the
rules
of
procedure
of
our
supervisory
board.
In
the
event
of
a
tie,
the
chairperson
casts
the
tie-breaking
vote.

Table
of
Contents

Our
supervisory
board
is
not
permitted
to
make
management
decisions,
but,
in
accordance
with
German
law
and
in
addition
to
its
statutory
responsibilities,
it
has
determined
that
the
following
matters,
among
others,
require
its
prior
consent:

•

any
material
changes
to
our
business
strategy;

the
purchase
or
sale
of
real
estate
or
legal
entities
or
the
purchase,
sale,
creation,
extension,
reduction
or
termination
of
business
activities,
including
tangible
or
intangible
assets,
if
the
relevant
price
or
value,
in
each
case,
exceeds
€50,000;

the
purchase,
sale
or
creation
of
joint
ventures;

the
termination
of,
or
amendment
to,
consulting,
advisory
or
other
service
agreements,
if
our
costs
or
obligations
associated
with
such
agreement
exceed
€50,000
per
year
or
€250,000
in
the
aggregate;

the
termination
of,
or
amendment
to,
operating
leases,
land
leases
or
rental
agreements
in
relation
to
real
estate,
buildings
or
similar
objects,
if
our
obligations
associated
with
such
agreement
exceed
€50,000
per
year
or
€250,000
in
the
aggregate;

expenditures
or
capital
investments
exceeding
€50,000
in
each
case;

any
hiring,
dismissal
or
modification
of
an
employment
agreement
of
any
executive
manager,
provided
that
their
aggregate
cash
remuneration
(including
cash
bonuses)
exceeds
€75,000;

any
material
change
or
amendment
to
our
code
of
conduct;
and

the
approval
of
our
budget.

Our
supervisory
board
may
designate
further
types
of
actions
requiring
its
approval.

Section
2(2)
of
the
rules
of
procedure
of
our
supervisory
board
provides
that
a
supervisory
board
member
may
not
continue
to
serve
on
our
supervisory
board
past
their
75th
birthday.

Supervisory
Board
Practices

Decisions
are
generally
made
by
our
supervisory
board
as
a
whole;
however,
decisions
on
certain
matters
may
be
delegated
to
committees
of
our
supervisory
board
to
the
extent
permitted
by
law.
The
chairperson,
or
if
he
or
she
is
prevented
from
doing
so,
the
vice
chairperson,
chairs
the
meetings
of
the
supervisory
board
and
determines
the
order
in
which
the
agenda
items
are
discussed,
the
method
and
order
of
the
voting,
any
adjournment
of
the
discussion
and
passing
of
resolutions
on
individual
agenda
items
after
a
due
assessment
of
the
circumstances.

Pursuant
to
Section
107(3)
AktG,
the
supervisory
board
may
form
committees
from
among
its
members
and
charge
them
with
the
performance
of
specific
tasks.
The
committees'
tasks,
authorizations
and
processes
are
determined
by
the
supervisory
board.
Where
permissible
by
law,
important
powers
of
the
supervisory
board
may
also
be
transferred
to
committees.

Under
Article
7
of
its
internal
rules
of
procedure,
the
supervisory
board
has
set
up
and
appointed
a
Compensation
and
Nomination
Committee
and
an
Audit
Committee.

Table
of
Contents

Compensation and Nomination Committee

Pursuant
to
our
articles
of
association
and
the
rules
of
procedure
of
our
supervisory
board,
the
Compensation
and
Nomination
Committee
prepares
hiring
and
personnel
decisions
for
approval
by
the
supervisory
board
and
performs
the
following
functions:

•

preparation
of
the
resolutions
of
the
supervisory
board
regarding
the
conclusion,
alteration
and
termination
of
service
contracts
of
members
of
the
management
board
within
the
framework
of
the
compensation
system
adopted
by
the
supervisory
board;

preparation
of
the
resolutions
of
the
supervisory
board
to
increase
or
reduce
the
compensation
paid
to
the
management
board
under
Section
87
para.
2
AktG;

preparation
of
the
resolutions
of
the
supervisory
board
regarding
the
framework
of
the
compensation
scheme
of
the
management
board,
including
its
essential
contractual
elements,
and
providing
the
supervisory
board
with
information
necessary
for
it
to
review
this
compensation
scheme
on
a
regular
basis;

representation
of
the
company
vis-à-vis
former
members
of
the
management
board
under
Section
112
AktG;

granting
consent
for
secondary
occupations
(including
the
acceptance
of
seats
on
supervisory
boards
of
other
companies)
and
for
other
activities
of
management
board
members
under
Section
88
AktG;

approval
of
agreements
with
supervisory
board
members
under
Section
114
AktG;
and

proposing
suitable
candidates
as
supervisory
board
members
to
the
shareholders'
meeting
in
case
of
elections
of
supervisory
board
members.

The
Compensation
and
Nomination
Committee
monitors
the
management
board's
adherence
to
the
rules
of
procedure
of
the
management
board.
The
rules
of
procedure
of
the
management
board
contain,
among
other
things,
obligations
for
the
management
board
to
provide
certain
information
to
the
Compensation
and
Nomination
Committee.

All
current
members
of
the
supervisory
board
are
members
of
the
Compensation
and
Nomination
Committee.
Our
supervisory
board
has
determined
that
each
member
of
the
Compensation
and
Nomination
Committee
satisfies
the
independence
requirements
of
the
New
York
Stock
Exchange.

Audit Committee

Our
Audit
Committee
assists
the
supervisory
board
in
overseeing
the
accuracy
and
integrity
of
our
accounting
and
financial
reporting
processes
and
audits
of
our
financial
statements,
the
effectiveness
of
the
internal
control
system
and
our
compliance
with
legal
and
regulatory
requirements,
the
independent
auditors'
qualifications
and
independence
and
the
performance
of
the
independent
auditors.

The
Audit
Committee's
duties
and
responsibilities
to
carry
out
its
purposes
include,
among
others:

•

the
review
of
our
accounting
processes;

the
review
of
the
effectiveness
of
our
internal
systems
of
control,
risk
management
and
compliance;

the
review
and
the
handling
of
matters
and
processes
related
to
auditor
independence;

the
recommendation
of
the
auditors
for
approval
by
the
shareholders'
meeting,
the
commissioning
of
the
auditors
to
conduct
the
audit,
agreeing
on
additional
services
to
be
provided
by
the
auditors
under
the
auditor's
assignment,
the
establishment
of
the
scope
and
the

Table
of
Contents

main
review
points
of
the
audit,
agreeing
upon
a
fee
with
the
auditors
and
oversight
of
the
auditors'
work
(including
resolution
of
disagreements
with
the
auditors);

•

the
preparation
of
the
supervisory
board's
resolution
on
our
financial
statements;

reviewing
our
interim
financial
statements
that
are
made
public
or
otherwise
filed
with
any
securities
regulatory
authority;

discussing
any
flaws
relating
to
our
internal
control
systems,
as
reported
by
the
supervisory
board
to
the
Audit
Committee;

monitoring
our
bookkeeping
and
records;
and

the
establishment
of
procedures
for
(i)
the
receipt,
retention
and
treatment
of
complaints
we
receive
regarding
accounting,
internal
accounting
controls
or
auditing
matters
and
(ii)
the
confidential,
anonymous
submission
by
our
employees
of
concerns
regarding
questionable
accounting
or
auditing
matters.

In
addition,
under
German
law,
each
member
of
the
supervisory
board
is
obliged
to
carry
out
his
or
her
duties
and
responsibilities
personally,
and
such
duties
and
responsibilities
cannot
be
generally
and
permanently
delegated
to
third
parties.
However,
the
supervisory
board
and
its
committees,
including
the
Audit
Committee,
have
the
right
to
appoint
third
party
experts
for
the
review
and
analysis
of
specific
circumstances
in
accordance
with
its
control
and
supervision
duties
under
German
law.
For
example,
the
supervisory
board
could
retain
an
audit
firm
and/or
legal
counsel
if
it
wants
to
investigate
potentially
illegal
activities
occurring
in
a
foreign
subsidiary.
We
will
bear
the
costs
for
any
such
independent
experts
that
are
retained
by
the
supervisory
board
or
any
of
its
committees,
including
the
Audit
Committee.

The
Audit
Committee
consists
of
three
members.
The
chairman
of
the
Audit
Committee
shall
be
independent
and
shall,
in
particular,
not
be
a
former
member
of
our
management
board
whose
appointment
ended
less
than
two
years
prior
to
his
or
her
appointment
as
chairman
of
the
Audit
Committee.

Furthermore,
the
chairman
of
the
Audit
Committee
shall
have
special
knowledge
and
experience
in
the
application
of
accounting
principles
and
internal
control
procedures
and
shall
therefore
qualify
as
an
"audit
committee
financial
expert"
as
defined
under
the
Exchange
Act.

Management
Board

Overview

Under
German
law
and
the
company's
articles
of
association,
the
management
board
must
consist
of
one
or
more
persons
and
the
supervisory
board
determines
the
exact
number
of
members
of
the
management
board.
The
supervisory
board
also
appoints
the
chairman
and
the
deputy
chairman
of
the
management
board,
if
any.
Currently,
the
management
board
consists
of
two
members,
with
Dr.
Ingo
Ederer
appointed
as
Chief
Executive
Officer
and
Rudolf
Franz
appointed
as
Chief
Financial
Officer.

Members
of
our
management
board
conduct
the
daily
business
of
our
company
in
accordance
with
applicable
laws,
our
articles
of
association
and
the
rules
of
procedure
for
the
management
board.
The
management
board
is
in
general
responsible
for
the
management
of
our
company
and
for
handling
our
daily
business
relations
with
third
parties,
the
internal
organization
of
our
business
and
communications
with
our
shareholders.
In
addition,
the
management
board
has
the
responsibility
for:

•

the
preparation
of
our
annual
financial
statements;

the
making
of
a
proposal
to
our
shareholders'
meeting
on
how
our
profits
(if
any)
should
be
allocated
(such
proposal
to
be
submitted
simultaneously
to
the
supervisory
board);
and

Table
of
Contents

•

regular
reporting
to
the
supervisory
board
on
our
current
operating
and
financial
performance,
our
budgeting
and
planning
processes
and
our
performance
under
them
and
on
future
business
planning
(including
strategic,
financial,
investment
and
personnel
planning).

The
supervisory
board
appoints
the
members
of
the
management
board
for
a
maximum
term
of
five
years.
Reappointment
or
extension
of
the
term
for
up
to
five
years
is
permissible.
The
supervisory
board
may
revoke
the
appointment
of
a
management
board
member
prior
to
the
expiration
of
his
or
her
term
for
good
cause
only,
such
as
for
gross
breach
of
fiduciary
duties
or
if
the
shareholders'
meeting
passes
a
vote
of
no-confidence
with
respect
to
such
member,
unless
the
supervisory
board
deems
the
no-confidence
vote
to
be
clearly
unreasonable.
The
supervisory
board
is
also
responsible
for
entering
into,
amending
and
terminating
service
agreements
with
the
management
board
members
and,
in
general,
for
representing
us
in
disputes
with
the
management
board,
both
in
and
out
of
court.
The
supervisory
board
may
assign
these
duties
to
a
committee
of
the
supervisory
board,
except
in
certain
cases
where
the
approval
of
the
entire
supervisory
board
is
required,
such
as
the
approval
of
the
compensation
of
members
of
our
management
board
and
the
reduction
of
the
compensation
of
members
of
our
management
board
upon
a
deterioration
of
our
situation,
which
includes,
among
other
things,
a
bankruptcy
or
the
layoff
of
a
significant
number
of
employees.

According
to
our
articles
of
association,
as
long
as
there
are
two
or
more
management
board
members,
either
(i)
two
management
board
members
or
(ii)
one
management
board
member
acting
jointly
with
an
authorized
representative
(
Prokurist )
have
the
authority
to
act
on
our
behalf.
The
supervisory
board
may
grant
any
management
board
member
the
right
to
represent
us
alone
and
may
release
any
member
of
the
management
board
from
the
restrictions
on
multiple
representations
under
Section
181,
2nd
Case
of
the
German
Civil
Code
(
Bürgerliches Gesetzbuch ).

Under
the
board
member
service
agreements
and
by
a
special
resolution
of
the
supervisory
board,
all
members
of
the
management
board
have
been
granted
authority
to
represent
us
alone
and
were
released
from
the
restrictions
imposed
by
Section
181,
2nd
Case
of
the
German
Civil
Code.

The
management
board
has
the
authority
to
determine
our
business
areas
and
operating
segments
and
resolve
upon
the
internal
allocation
of
responsibility
for
certain
business
areas
and
operating
segments
among
the
various
members
of
the
management
board
by
setting
up
a
business
responsibility
plan
(
Geschäftsverteilungsplan ).
Since
we
currently
have
only
two
members
of
the
management
board,
we
do
not
have
a
business
responsibility
plan
in
place
at
this
time.

Section
3(7)
of
the
rules
of
procedure
of
our
supervisory
board
provides
that
a
management
board
member
may
not
continue
to
serve
on
our
management
board
past
their
65th
birthday.

Service Agreements

Dr. Ingo Ederer

On
September
13,
2013,
we
entered
into
a
service
agreement
with
Dr.
Ingo
Ederer
to
serve
as
our
Chief
Executive
Officer
and
a
member
of
our
management
board.
The
service
agreement
has
an
effective
date
of
September
1,
2013.
This
service
agreement
has
a
fixed
term
that
expires
on
June
30,
2017.
Dr.
Ederer's
service
agreement
can
be
terminated
prior
to
June
30,
2017
only
if
he
is
terminated
for
cause
by
us
or
if
he
terminates
the
agreement
for
cause.
Under
German
law,
a
contract
can
be
terminated
for
cause
only
in
exceptional
circumstances
(
i.e. ,
if
the
continuation
of
the
contractual
relationship
is
unacceptable
for
the
terminating
party).
Termination
for
cause
generally
requires
that
a
party
repeatedly
and
severely
breaches
its
contractual
duties.
To
the
extent
Dr.
Ederer's
employment
with
us
terminates
during
a
business
year,
he
is
entitled
to
a
pro rata portion
of
his
bonus
that
reflects
the
percentage
of
the
year
that
he
worked
for
us.

Dr.
Ederer's
service
agreement
contains
a
covenant
pursuant
to
which
Dr.
Ederer
has
agreed
not
to
compete
with
us
for
a
period
of
two
years
following
the
termination
of
his
service
agreement.
Under

Table
of
Contents

German
law,
a
non-
compete
covenant
is
only
valid
if
the
employee
is
compensated
during
the
term
of
the
non-compete
obligation.
As
compensation
for
his
non-
compete
covenant,
Dr.
Ederer
will
receive
100%
of
his
fixed
salary
(but
in
no
event
less
than
50%
of
the
total
compensation
received
in
the
preceding
year)
under
his
service
agreement
for
the
entire
two-year
term
of
the
non-compete
covenant.
If
Dr.
Ederer
is
terminated
for
cause,
we
are
not
obligated
to
pay
the
compensation
for
the
non-compete
covenant,
so
long
as
we
provide
Dr.
Ederer
with
a
written
statement
disclaiming
our
obligation
to
pay
this
compensation.
Furthermore,
if
Dr.
Ederer's
service
agreement
is
terminated
other
than
for
cause,
we
can
waive
Dr.
Ederer's
obligation
to
not
compete,
in
which
case
we
would
not
be
required
to
pay
the
non-compete
compensation
to
Dr.
Ederer.

Rudolf Franz

On
September
13,
2013,
we
entered
into
a
service
agreement
with
Rudolf
Franz
to
serve
as
our
Chief
Financial
Officer
and
a
member
of
our
management
board.
The
service
agreement
has
an
effective
date
of
September
1,
2013.
This
service
agreement
has
a
fixed
term
that
expires
on
June
30,
2017.
Mr.
Franz's
service
agreement
can
be
terminated
prior
to
June
30,
2017
only
if
he
is
terminated
for
cause
by
us
or
if
he
terminates
the
agreement
for
cause.
To
the
extent
Mr.
Franz's
employment
with
us
terminates
during
a
business
year,
he
is
entitled
to
a
pro rata portion
of
his
bonus
that
reflects
the
percentage
of
the
year
that
he
worked
for
us.

Mr.
Franz's
service
agreement
contains
a
covenant
pursuant
to
which
Mr.
Franz
has
agreed
not
to
compete
with
us
for
a
period
of
18
months
following
the
termination
of
his
service
agreement.
As
compensation
for
his
non-compete
covenant,
Mr.
Franz
will
receive
100%
of
his
fixed
salary
(but
in
no
event
less
than
50%
of
the
total
compensation
received
in
the
preceding
year)
under
his
service
agreement
for
the
entire
18-month
term
of
the
non-compete
covenant.
If
Mr.
Franz
is
terminated
for
cause,
we
are
not
obligated
to
pay
the
compensation
for
the
non-compete
covenant,
so
long
as
we
provide
Mr.
Franz
with
a
written
statement
disclaiming
our
obligation
to
pay
this
compensation.
Furthermore,
if
Mr.
Franz's
service
agreement
is
terminated
other
than
for
cause,
we
can
waive
Mr.
Franz's
obligation
to
not
compete,
in
which
case
we
would
not
be
required
to
pay
the
non-compete
compensation
to
Mr.
Franz.

German
Corporate
Governance
Code

The
German
Corporate
Governance
Code,
or
Corporate
Governance
Code,
was
originally
published
by
the
German
Ministry
of
Justice
(
Bundesministerium
der Justiz )
in
2002
and
was
most
recently
amended
on
May
5,
2015
and
published
in
the
German
Federal
Gazette
(
Bundesanzeiger )
on
June
12,
2015.
The
Corporate
Governance
Code
contains
recommendations
(
Empfehlungen) and
suggestions
(
Anregungen) relating
to
the
management
and
supervision
of
German
companies
that
are
listed
on
a
stock
exchange.
It
follows
internationally
and
nationally
recognized
standards
for
good
and
responsible
corporate
governance.
The
purpose
of
the
Corporate
Governance
Code
is
to
make
the
German
system
of
corporate
governance
transparent
for
investors.
The
Corporate
Governance
Code
includes
corporate
governance
recommendations
and
suggestions
with
respect
to
shareholders
and
shareholders'
meetings,
the
management
and
supervisory
boards,
transparency,
accounting
policies,
and
auditing.

There
is
no
obligation
to
comply
with
the
recommendations
or
suggestions
of
the
Corporate
Governance
Code.
The
German
Stock
Corporation
Act
(
Aktiengesetz )
requires
only
that
the
management
board
and
supervisory
board
of
a
German
listed
company
issue
an
annual
declaration
that
either
(i)
states
that
the
company
has
complied
with
the
recommendations
of
the
Corporate
Governance
Code
or
(ii)
lists
the
recommendations
that
the
company
has
not
complied
with
and
explains
its
reasons
for
deviating
from
the
recommendations
of
the
Corporate
Governance
Code
(so
called
Entsprechenserklärung) .
In
addition,
a
listed
company
is
also
required
to
state
in
this
annual
declaration
whether
it
intends
to
comply
with
the
recommendations
or
list
the
recommendations
it
does

Table
of
Contents

not
plan
to
comply
with
in
the
future.
These
declarations
have
to
be
published
permanently
on
the
company's
website.
If
the
company
changes
its
policy
on
certain
recommendations
between
such
annual
declarations,
it
must
disclose
this
fact
and
explain
its
reasons
for
deviating
from
the
recommendations.
Non-compliance
with
suggestions
contained
in
the
Corporate
Governance
Code
need
not
be
disclosed.

Following
our
listing
on
the
New
York
Stock
Exchange
in
October
2013,
the
Corporate
Governance
Code
applies
to
us
and
we
are
required
to
issue
the
annual
declarations
described
above.
On
December
31,
2013,
we
issued
and
published
our
first
annual
compliance
declaration
and
on
December
15,
2014
we
published
our
second
annual
compliance
declaration.
Our
third
annual
compliance
declaration
was
published
on
December
16,
2015.
You
can
find
our
annual
compliance
declarations
on
our
website
at
investor.voxeljet.com .
This
website
address
is
included
in
this
annual
report
as
an
inactive
textual
reference
only.

According
to
their
respective
rules
of
procedure,
our
management
board
and
the
supervisory
board
are
obliged
to
comply
with
the
Corporate
Governance
Code
except
for
such
provisions
which
they
have
explicitly
listed
in
their
annual
declaration
and
for
which
they
have
stated
that
they
do
not
comply
with.

In
particular,
we
adhere
to
the
following
significant
recommendations
of
the
Corporate
Governance
Code:
(i)
the
supervisory
board
will
establish
a
compensation
and
nomination
committee
(
Vergütungs-und Nominierungsausschuss )
as
well
as
an
audit
committee
(
Prüfungsausschuss );
(ii)
the
management
board
must
keep
the
supervisory
board
closely
informed,
in
particular
with
respect
to
measures
which
can
fundamentally
affect
our
financial
situation;
and
(iii)
significant
management
measures
are
subject
to
supervisory
board
approval.

However,
we
expect
to
deviate
from
the
recommendations
and
suggestions
of
the
Corporate
Governance
Code
in
various
respects.
All
deviations
from
the
Corporate
Governance
Code
recommendations
will
be
published
in
the
official
annual
declarations,
the
first
of
which
was
published
on
December
31,
2013
the
second
of
which
was
published
on
December
15,
2014
and
the
third
of
which
was
published
on
December
16,
2015..

EMPLOYEES

The
majority
of
our
current
employees
are
located
in
Germany,
paid
in
euros
and
subject
to
German
labor
law.
A
few
of
our
employees
are
members
of
a
labor
union;
no
employee
is
a
party
to
a
collective
bargaining
agreement.
On
March
15,
2016,
our
employees
voted
to
set
up
an
election
board
(Wahlvorstand),
which
is
responsible
for
the
preparation
and
the
execution
of
the
election
of
the
works
council.
We
expect
that
the
election
of
the
works
council
will
be
finalized
within
the
first
half
of
2016.
We
consider
our
employee
relations
to
be
good
and
have
never
experienced
a
work
stoppage.

The
table
below
sets
forth
the
number
of
employees
we
had
as
of
December
31
of
each
of
the
years
represented:

Management
board
(Vorstand)
Managing
director
Research
and
development
Systems
Services
Sales
and
marketing
Financial
Total

December
31,
2014

2015

2013

223

200

106

Table
of
Contents

SHARE
OWNERSHIP

Supervisory
Board

Supervisory
board
member
Prof.
Dr.
Joachim
Heinzl
holds
72,145
of
our
ordinary
shares,
which
represented
1.9%
of
our
ordinary
shares
as
of
December
31,
2015.
None
of
the
other
members
of
the
supervisory
board
held
any
of
our
ordinary
shares
as
of
December
31,
2015.

Management
Board

Our
CEO
and
founder,
Dr.
Ingo
Ederer,
holds
578,695
of
our
ordinary
shares,
which
represented
15.6%
of
our
ordinary
shares
as
of
December
31,
2015.

Our
CFO,
Rudolf
Franz,
holds
259,415
of
our
ordinary
shares
through
Franz
Industriebeteiligungen
AG,
which
is
wholly
owned
by
Mr.
Franz
and
members
of
his
family,
which
represented
7.0%
of
our
ordinary
shares
as
of
December
31,
2015.

ITEM
7.

MAJOR
SHAREHOLDERS
AND
RELATED
PARTY
TRANSACTIONS

MAJOR
SHAREHOLDERS

The
following
table
sets
forth
information,
as
of
December
31,
2015,
regarding
the
beneficial
ownership
of
our
ordinary
shares.

5%
Shareholders
and
Members
of
our

Supervisory
and
Management
Boards
Dr.
Ingo
Ederer(2)
Startkapital-Fonds
Augsburg
GmbH(3)
Franz
Industriebeteiligungen
AG(4)
Rudolf
Franz(5)
Prof.
Dr.
Joachim
Heinzl
Peter
Nietzer
Dr.
Stefan
Söhn
All
Members
of
our
Supervisory
and
Management
Boards
as
a
Group
(5
persons):

Number(1)

Percent(1)

578,695

259,415

72,145

—

910,255

15.6%
7.0%
7.0%
7.0%
1.9%
—

—

24.5%

In
computing
the
number
of
shares
beneficially
owned
by
a
person
and
the
percentage
ownership
of
that
person,
we
have
included
shares
that
the
person
has
the
right
to
acquire
within
60
days
of
December
31,
2015,
including
through
the
vesting
of
deferred
share
awards,
exercise
of
any
option,
warrant
or
other
right
or
the
conversion
of
any
other
security.
These
shares,
however,
are
not
included
in
the
computation
of
the
percentage
ownership
of
any
other
person.
Unless
otherwise
indicated,
the
business
address
of
each
such
person
is
c/o
voxeljet
AG,
Paul-Lenz
Straße
1a,
86316
Friedberg,
Germany.

(1)

(2)

(3)

Except
as
otherwise
indicated,
the
persons
named
in
this
table
have
sole
voting
and
investment
power
with
respect
to
all
ordinary
shares
shown
as
beneficially
owned
by
them,
subject
to
community
property
laws
where
applicable
and
to
the
information
contained
in
the
footnotes
to
this
table.

Prior
to
our
initial
public
offering
on
October
23,
2013,
Dr.
Ingo
Ederer
was
the
beneficial
owner
of
19.6%
of
our
outstanding
ordinary
shares.

Marcus
Wagner
is
the
managing
director
of
Startkapital-Fonds
Augsburg
GmbH
and
has
the
sole
power
to
vote,
hold
and
dispose
of
shares
held
by
it.
The
address
for
Startkapital-Fonds
Augsburg
GmbH
is
Stettenstraße
1,
86150
Augsburg,
Germany.
Prior
to
our
initial
public
offering,

Table
of
Contents

Startkapital-Fonds
Augsburg
GmbH
was
the
beneficial
owner
of
8.8%
of
our
outstanding
ordinary
shares.

(4)

(5)

Rudolf
Franz
and
Bärbel
Franz
are
the
Managing
Directors
of
Franz
Industriebeteiligungen
AG
and
have
shared
power
to
vote,
hold
and
dispose
of
the
shares
held
by
it.
Bärbel
Franz
is
the
spouse
of
Rudolf
Franz.
The
address
for
Franz
Industriebeteiligungen
AG
is
Am
Silbermannpark
1b,
86161
Augsburg,
Germany.
Prior
to
our
initial
public
offering
on
October
23,
2013,
Franz
Industriebeteiligungen
AG
was
the
beneficial
owner
of
8.8%
of
our
outstanding
ordinary
shares.

Consists
entirely
of
ordinary
shares
held
by
Franz
Industriebeteiligungen
AG.

As
of
December
31,
2015,
there
were
seven
holders
of
record
entered
in
our
share
register.
Citibank,
N.A.,
the
depositary,
is
a
U.S.
resident
and
the
holder
of
record
of
the
ordinary
shares
that
underlie
our
ADSs.
Each
ADS
represents
one-fifth
of
an
ordinary
share.
As
of
December
31,
2015,
Citibank,
N.A.
held
2,256,875ordinary
shares
representing
60.7%
of
the
issued
share
capital
held
at
that
date.
Other
than
Citibank,
N.A.,
we
do
not
believe
that
any
of
our
other
holders
of
record
is
a
U.S.
resident.
The
number
of
holders
of
record
is
based
exclusively
upon
our
share
register
and
does
not
address
whether
a
share
or
shares
may
be
held
by
the
holder
of
record
on
behalf
of
more
than
one
person
or
institution
who
may
be
deemed
to
be
the
beneficial
owner
of
a
share
or
shares
in
our
company.

None
of
our
shareholders
will
have
different
voting
rights
from
other
shareholders.
We
are
not
aware
of
any
arrangement
that
may,
at
a
subsequent
date,
result
in
a
change
of
control
of
our
company.

RELATED
PARTY
TRANSACTIONS

Since
January
1,
2013,
there
has
not
been,
nor
is
there
currently
proposed,
any
material
transaction
or
series
of
similar
material
transactions
to
which
we
were
or
are
a
party
in
which
any
of
the
members
of
our
supervisory
board
and
management
board,
executive
officers,
holders
of
more
than
10%
of
any
class
of
our
voting
securities,
or
any
member
of
the
immediate
family
of
any
of
the
foregoing
persons,
had
or
will
have
a
direct
or
indirect
material
interest,
other
than
the
compensation
and
shareholding
arrangements
we
describe
where
required
in
"Item
6.
Directors,
Senior
Management
and
Employees,"
and
the
transactions
we
describe
below.

Shareholders'
Agreement

On
July
2,
2013,
we
entered
into
a
shareholders'
agreement
with
all
of
our
shareholders
prior
to
our
initial
public
offering.
The
shareholders'
agreement
defined
the
rights
and
obligations
of
the
parties
thereto
as
our
shareholders
and
included,
inter alia ,
voting
and
approval
requirements,
rights
of
first
refusal,
tag-
along
and
drag-along
rights
and
potential
redemption
procedures.
The
shareholders'
agreement
was
terminated
on
October
23,
2013
upon
the
closing
of
our
initial
public
offering.

Advisory
Agreement
with
Franz
Industriebeteiligungen
AG

We
entered
into
an
advisory
agreement
with
our
shareholder
Franz
Industriebeteiligungen
AG,
or
Franz
AG,
on
November
18,
2003,
as
amended
on
June
30,
2009.
Franz
AG
is
wholly
owned
by
Rudolf
Franz,
a
member
of
our
management
board,
and
members
of
his
family.
The
agreement
provided
for
Franz
AG
to
provide
advisory
services
to
us
regarding
business
strategy,
marketing,
finance
and
international
business
development.
Payments
made
to
Franz
AG
under
the
advisory
agreement
were
€99,000
and
€150,574
for
the
years
ended
December
31,
2013
and
2012,
respectively.
The
advisory
agreement
was
mutually
terminated
by
the
parties
on
August
31,
2013.

Table
of
Contents

Dr.
Ederer's
Personal
Guarantee
of
a
Loan
from
Bayerische
Hypo-und
Vereinsbank
AG
to
the
Company

The
documents
relating
to
a
loan
from
Bayerische
Hypo-und
Vereinsbank
AG
to
us
provided
for
a
separate
personal
guarantee
of
€75,000
of
the
loan
by
Dr.
Ederer.
We
paid
interest
at
a
rate
of
6.00%
per
annum
on
the
amount
that
Dr.
Ederer
guaranteed
that
was
not
otherwise
reimbursed
by
one
of
our
other
shareholders
(see
immediately
below).
We
paid
interest
to
Dr.
Ederer
in
connection
with
his
guarantee
in
the
amount
of
€563
in
the
year
ended
December
31,
2013.
Dr.
Ederer's
guarantee
was
terminated
on
March
3,
2014.

Shareholders'
Undertaking
Regarding
Personal
Guarantee
of
Dr.
Ederer
vis-à-vis
Bayerische
Hypo-und
Vereinsbank
AG

In
connection
with
Dr.
Ederer's
personal
guarantee
of
the
loan
from
Bayerische
Hypo-und
Vereinsbank
AG,
pursuant
to
an
agreement
dated
September
1,
2010,
three
of
our
shareholders
each
agreed
to
reimburse
Dr.
Ederer
€18,750
in
case
we
defaulted
on
the
loan
and
Dr.
Ederer
was
required
to
pay
any
sums
under
his
personal
guarantee.
We
paid
an
interest
rate
of
6.00%
per
annum
on
the
amount
that
each
of
the
three
shareholders
guarantees.
We
paid
interest
to
the
three
shareholders
in
the
aggregate
amount
of
€1,688
in
the
year
ended
December
31,
2013.
The
shareholders'
undertaking
was
terminated
on
March
3,
2014
in
connection
with
the
termination
of
Dr.
Ederer's
guarantee.

Service
Agreements

We
have
entered
into
service
agreements
with
the
members
of
our
management
board.
See
"Item
6.
Directors,
Senior
Management
and
Employees—C.
Board
Practices."

INTERESTS
OF
EXPERTS
AND
COUNSEL

Not
applicable.

ITEM
8.

FINANCIAL
INFORMATION

CONSOLIDATED
STATEMENTS
AND
OTHER
FINANCIAL
INFORMATION

See
"Item
18.
Financial
Statements."

Legal
Proceedings

From
time
to
time,
we
may
be
subject
to
various
claims
or
legal,
arbitral
or
administrative
proceedings
that
arise
in
the
ordinary
course
of
our
business.
We
are
currently
not
a
party
to,
and
we
are
not
aware
of
any
threat
of,
any
legal,
arbitral
or
administrative
proceedings
which,
in
the
opinion
of
our
management,
is
likely,
individually
or
in
the
aggregate,
to
have
a
material
adverse
effect
on
our
business,
financial
condition
or
results
of
operations.

Dividend
Policy

Neither
we
nor
our
legal
predecessor,
Voxeljet
Technology
GmbH,
have
ever
declared
or
paid
any
cash
dividends
on
our
ordinary
shares,
and
we
have
no
present
intention
of
declaring
or
paying
any
dividends
in
the
foreseeable
future.
Any
recommendation
by
our
management
and
supervisory
boards
to
pay
dividends,
subject
to
compliance
with
applicable
law
and
any
contractual
provisions
that
restrict
or
limit
our
ability
to
pay
dividends,
including
under
agreements
for
indebtedness
that
we
may
incur,
will
depend
on
many
factors,
including
our
financial
condition,
results
of
operations,
legal
requirements,
capital
requirements,
business
prospects
and
other
factors
that
our
management
and
supervisory
boards
deem
relevant.

Table
of
Contents

All
of
our
shares
represented
by
ADSs
have
the
same
dividend
rights
as
all
of
our
other
outstanding
shares.
Any
distribution
of
dividends
proposed
by
our
management
and
supervisory
boards
requires
the
approval
of
our
shareholders
at
a
shareholders'
meeting.
See
"Item
10.
Additional
Information—B.
Memorandum
and
Articles
of
Association,"
which
incorporates
by
reference
certain
sections
of
our
registration
statement
on
Form
F-1
(Registration
No.
333-191213)
that
explain
in
more
detail
the
procedures
we
must
follow
and
the
German
law
provisions
that
determine
whether
we
are
entitled
to
declare
a
dividend.

For
information
regarding
the
German
withholding
tax
applicable
to
dividends
and
related
United
States
refund
procedures,
see
"Item
10.
Additional
Information—E.
Taxation—German
Taxation
of
ADSs."

SIGNIFICANT
CHANGES

Except
as
set
forth
elsewhere
in
this
annual
report,
no
significant
changes
have
occurred
since
December
31,
2015.

ITEM
9.

THE
OFFER
AND
LISTING

OFFER
AND
LISTING
DETAILS

Price
History

Our
ADSs,
each
representing
one-fifth
of
an
ordinary
share,
have
been
listed
on
the
New
York
Stock
Exchange
since
October
18,
2013.
Our
ADSs
are
listed
for
trading
on
the
New
York
Stock
Exchange
under
the
symbol
"VJET."

The
following
table
sets
forth
for
the
periods
indicated
the
reported
high
and
low
sale
prices
of
our
ADSs
on
the
New
York
Stock
Exchange:

Year
ended:

December
31,
2015

Quarter
ended:

March
31,
2015
June
30,
2015
September
30,
2015
December
31,
2015
March
31,
2016(1)

Month
ended:

September
2015
October
2015
November
2015
December
2015
January
2016
February
2016
March
2016(2)

(1)

(2)

For
the
period
of
January
1,
2016
through
March
18,
2016.

For
the
period
of
March
1,
2016
through
March
18,
2016.

PLAN
OF
DISTRIBUTION

Not
applicable.

High

Low

$ 10.40
$ 4.33

$ 10.40
$ 7.34

9.15
$ 6.84

$
7.50
$ 4.40

$
6.82
$ 4.33

$
5.78
$ 3.74

6.28
$ 4.40

6.73
$ 4.53

6.82
$ 5.11

5.60
$ 4.33

4.97
$ 3.74

5.10
$ 3.96

5.78
$ 4.54

Table
of
Contents

MARKETS

Our
ADSs
are
listed
on
the
New
York
Stock
Exchange
under
the
symbol
"VJET."

SELLING
SHAREHOLDER

Not
applicable.

DILUTION

Not
applicable.

EXPENSES
OF
THE
ISSUE

Not
applicable.

ITEM
10.

ADDITIONAL
INFORMATION

SHARE
CAPITAL

Not
applicable.

MEMORANDUM
AND
ARTICLES
OF
ASSOCIATION

See
the
descriptions
included
in
our
registration
statement
on
Form
F-1
(Registration
No.
333-191213)
under
the
headings
"Description
of
Share
Capital"
and
"Description
of
American
Depositary
Shares,"
which
are
incorporated
herein
by
reference.

Registration
of
the
Company
with
Commercial
Register

We
are
a
German
stock
corporation
(
Aktiengesellschaft ,
or
AG )
that
is
organized
under
the
laws
of
Germany.
On
July
11,
2013,
our
company
was
registered
in
the
commercial
register
of
Augsburg,
Germany
under
the
number
HRB
27999.

MATERIAL
CONTRACTS

We
have
not
entered
into
any
material
contracts
other
than
in
the
ordinary
course
of
business
and
other
than
those
described
elsewhere
in
"Item
4.
Information
on
the
Company—Business
Overview,"
"Item
7.
Major
Shareholders
and
Related
Party
Transactions—Related
Party
Transactions,"
or
elsewhere
in
this
annual
report.

EXCHANGE
CONTROLS

There
are
currently
no
legal
restrictions
in
Germany
on
international
capital
movements
and
foreign-exchange
transactions,
except
in
limited
embargo
circumstances
(
Teilembargo )
relating
to
certain
areas,
entities
or
persons
as
a
result
of
applicable
resolutions
adopted
by
the
United
Nations
and
the
European
Union.
Restrictions
currently
exist
with
respect
to,
among
others,
Belarus,
Congo,
Egypt,
Eritrea,
Guinea,
Guinea-Bissau,
Iran,
Iraq,
Ivory
Coast,
Lebanon,
Liberia,
Libya,
North
Korea,
Somalia,
South
Sudan,
Sudan,
Syria,
Tunisia,
and
Zimbabwe.

For
statistical
purposes,
there
are,
however,
limited
notification
requirements
regarding
transactions
involving
cross-border
monetary
transfers.
With
some
exceptions,
every
corporation
or
individual
residing
in
Germany
must
report
to
the
German
Central
Bank
(
Deutsche Bundesbank )
(i)
any
payment
received
from,
or
made
to,
a
non-resident
corporation
or
individual
that
exceeds
€12,500
(or
the
equivalent
in
a
foreign
currency)
and
(ii)
any
claim
against,
or
liability
payable
to,
a
non-resident
or
corporation
in
excess
of
€5
million
(or
the
equivalent
in
a
foreign
currency)
at
the
end
of
any
calendar

Table
of
Contents

month.
Payments
include
cash
payments
made
by
means
of
direct
debit,
checks
and
bills,
remittances
denominated
in
euros
and
other
currencies
made
through
financial
institutions,
as
well
as
netting
and
clearing
arrangements.

TAXATION

German
Taxation

The
following
discussion
describes
the
material
German
tax
consequences
for
a
holder
that
is
a
U.S.
person
of
acquiring,
owning,
and
disposing
of
the
ADSs.
A
holder
that
is
a
U.S.
person,
which
we
refer
to
as
a
"U.S.
treaty
beneficiary,"
is
a
resident
of
the
United
States
for
purposes
of
the
Agreement
between
the
Federal
Republic
of
Germany
and
United
States
of
America
for
the
Avoidance
of
Double
Taxation
and
the
Prevention
of
Fiscal
Evasion
with
respect
to
Taxes
on
Income
and
on
Capital
as
of
June
4,
2008
(
Abkommen zwischen der Bundesrepublik Deutschland und den Vereinigten Staaten von Amerika zur Vermeidung der
Doppelbesteuerung und zur Verhinderung der Steuerverkürzung auf dem Gebiet der Steuern vom Einkommen und vom Vermögen und einiger anderer Steuern in
der Fassung vom 4. Juni 2008 ),
which
we
refer
to
as
the
"Treaty,"
who
is
fully
eligible
for
benefits
under
the
Treaty.

A
holder
will
be
a
U.S.
treaty
beneficiary
entitled
to
full
Treaty
benefits
in
respect
of
the
ADSs
if
it
is,
inter alia :

•

the
beneficial
owner
of
the
ADSs
(and
the
dividends
paid
with
respect
thereto);

a
citizen
or
an
individual
resident
of
the
United
States,
a
corporation
or
other
entity
treated
as
a
corporation
for
U.S.
federal
income
tax
purposes
created
or
organized
under
the
laws
of
the
United
States
or
any
state
thereof
or
the
District
of
Columbia,
an
estate
the
income
of
which
is
subject
to
U.S.
federal
income
tax
without
regard
to
its
source,
or
a
trust
if
a
court
within
the
United
States
is
able
to
exercise
primary
supervision
over
the
administration
of
the
trust
and
one
or
more
U.S.
persons
have
the
authority
to
control
all
substantial
decisions
of
the
trust,
or
the
trust
has
elected
to
be
treated
as
a
domestic
trust
for
U.S.
federal
income
tax
purposes;

not
also
a
resident
of
Germany
for
German
tax
purposes;
and

not
subject
to
the
limitation
on
benefits
(
i.e. ,
anti-treaty
shopping)
article
of
the
Treaty
that
applies
in
limited
circumstances.

Special
rules
apply
to
pension
funds
and
certain
other
tax-exempt
investors.

This
discussion
does
not
address
the
treatment
of
ADSs
that
are
(i)
held
in
connection
with
a
permanent
establishment
or
fixed
base
through
which
a
U.S.
treaty
beneficiary
carries
on
business
or
performs
personal
services
in
Germany
or
(ii)
part
of
business
assets
for
which
a
permanent
representative
in
Germany
has
been
appointed.

With
the
exception
of
the
subsection
"—General
Rules
for
the
Taxation
of
Shareholders
Tax
Resident
in
Germany"
below,
which
provides
an
overview
of
dividend
taxation
with
regards
to
the
general
principles
applicable
on
tax
residents
in
Germany,
this
discussion
applies
only
to
U.S.
treaty
beneficiaries
that
acquired
ADSs
in
the
initial
offering
and
hold
ADSs
as
capital
assets
for
U.S.
federal
income
tax
purposes.
It
does
not
purport
to
be
a
comprehensive
description
of
all
tax
considerations
that
may
be
relevant
to
a
decision
to
purchase
ADSs
by
any
particular
investor,
including
tax
considerations
that
arise
from
rules
of
general
application
to
all
taxpayers
or
to
certain
classes
of
taxpayers
that
are
generally
assumed
to
be
known
by
investors.
In
particular,
this
discussion
does
not
address
tax
considerations
applicable
to
a
U.S.
treaty
beneficiary
that
may
be
subject
to
special
tax
rules,
including,
without
limitation,
a
dealer
in
securities
or
currencies,
a
trader
in
securities
that
elects
to
use
a
mark-to-market
method
of
accounting
for
securities
holdings,
banks,
thrifts,
or
other
financial
institutions,
U.S.
expatriates,
an
insurance
company,
a
tax-exempt
organization,
a
person
that
holds
ADSs
as
part
of
a
hedge,
straddle,
conversion
or
other
integrated
transaction
for
tax
purposes,
a
person

Table
of
Contents

that
purchases
or
sells
ordinary
shares
or
ADSs
as
part
of
a
wash
sale
for
tax
purposes,
a
person
whose
functional
currency
for
tax
purposes
is
not
the
U.S.
dollar,
a
person
subject
to
the
U.S.
alternative
minimum
tax,
or
a
person
that
owns
or
is
deemed
to
own
10%
or
more
of
the
company's
voting
stock.
In
addition,
the
discussion
does
not
address
tax
consequences
to
an
entity
treated
as
a
partnership
(or
other
pass-through
entity)
for
U.S.
federal
income
tax
purposes
that
holds
ADSs.
The
U.S.
federal
income
tax
treatment
of
each
partner
of
the
partnership
generally
will
depend
upon
the
status
of
the
partner
and
the
activities
of
the
partnership.
Prospective
purchasers
that
are
partners
in
a
partnership
holding
ADSs
should
consult
their
own
tax
advisors.

This
discussion
is
based
on
German
tax
laws,
including,
but
not
limited
to
interpretation
circulars
issued
by
German
tax
authorities,
which
are
not
binding
on
the
courts,
and
the
Treaty.
It
is
based
upon
tax
laws
in
effect
at
the
time
of
preparation
of
this
annual
report
(March
2014).
These
laws
are
subject
to
change,
possibly
on
a
retroactive
basis.
There
is
no
assurance
that
German
tax
authorities
will
not
challenge
one
or
more
of
the
tax
consequences
described
in
this
discussion.

In
addition,
this
discussion
is
based
upon
the
assumption
that
each
obligation
in
the
deposit
agreement
and
any
related
agreement
will
be
performed
in
accordance
with
its
terms.
It
does
not
purport
to
be
a
comprehensive
or
exhaustive
description
of
all
German
or
U.S.
tax
considerations
that
may
be
of
relevance
in
the
context
of
acquiring,
owning
and
disposing
of
ADSs.

Prospective
holders
of
ADSs
should
consult
their
own
tax
advisors
regarding
the
German
tax
consequences
of
the
purchase,
ownership
and
disposition
of
ADSs
in
light
of
their
particular
circumstances,
including
the
effect
of
any
state,
local,
or
other
foreign
or
domestic
laws
or
changes
in
tax
law
or
interpretation.

German
Taxation
of
ADSs

General

As
of
the
date
hereof,
no
published
German
tax
court
cases
exist
as
to
the
German
tax
treatment
of
ADRs
or
ADSs,
but
based
on
the
interpretation
circular
issued
by
the
German
Federal
Ministry
of
Finance
(BMF-Schreiben)
(dated
May
24,
2013,
reference
number
IV
C
1-S2204/12/10003)
(the
"ADR
Tax
Circular"),
for
German
tax
purposes,
although
it
is
not
free
from
doubt,
the
ADSs
should
represent
a
beneficial
ownership
interest
in
the
underlying
shares
and
qualify
as
ADRs
for
the
purpose
of
the
ADR
Tax
Circular.
If
the
ADSs
qualify
as
ADRs
under
the
ADR
Tax
Circular,
dividends
would
accordingly
be
attributable
to
U.S.
treaty
beneficiaries
of
the
ADSs
for
tax
purposes,
and
not
to
the
legal
owner
of
the
ordinary
shares
(
i.e. ,
the
financial
institution
on
behalf
of
whom
the
ordinary
shares
are
stored
at
a
domestic
depository
for
the
ADS
holders),
and
U.S.
treaty
beneficiaries
would
be
treated
as
holding
an
interest
in
the
company's
ordinary
shares
for
German
tax
purposes.
However,
investors
should
note
that
interpretation
circulars
published
by
the
German
tax
administration
(including
the
ADR
Tax
Circular)
are
not
binding
on
German
courts,
including
German
tax
courts,
and
it
is
unclear
whether
a
German
tax
court
would
follow
the
ADR
Tax
Circular
in
determining
the
German
tax
treatment
of
ADRs
or
ADSs.
For
the
purpose
of
this
German
tax
section
it
is
assumed
that
the
ADSs
qualify
as
ADRs
within
the
meaning
of
the
ADR
Tax
Circular.

German Taxation of Dividends and Capital Gains

General Rules for the Taxation of Shareholders Tax Resident in Germany

This
subsection
provides
an
overview
of
dividend
taxation
with
regards
to
the
general
principles
applicable
on
tax
residents
in
Germany.

The
German
dividend
and
capital
gains
taxation
rules
applicable
to
German
tax
residents
require
a
distinction
between
shares
held
as
private
assets
(
Kapitalvermögen )
and
shares
held
as
business
assets
(
Gewerbebetrieb ).

Table
of
Contents

In
case
the
shares
are
held
as
private
assets,
dividends
and
capital
gains
are
taxed
as
investment
income
and
are
principally
subject
to
25%
German
flat
income
tax
on
capital
income
(
Abgeltungsteuer )
(plus
a
5.5%
solidarity
surcharge
(
Solidaritätszuschlag )
thereon,
resulting
in
an
aggregate
rate
of
26.375%),
which
is
levied
in
the
form
of
withholding
tax
(
Kapitalertragsteuer ).
The
shareholder
is
taxed
on
its
gross
personal
investment
income,
less
the
saver's
tax-free
allowance
of
€
801
for
an
individual
or
€1,602
for
a
married
couple
filing
taxes
jointly.
The
deduction
of
income
related
expenses
actually
incurred
is
generally
not
possible.
Private
investors
can
apply
to
have
their
investment
income
assessed
in
accordance
with
the
general
rules
on
determining
an
individual's
tax
bracket
if
this
would
result
in
a
lower
tax
burden.
In
this
case,
the
shareholder
will
be
taxed
on
gross
personal
investment
income,
less
the
saver's
tax-free
allowance
of
€801
(€1,602
for
married
couples
filing
jointly),
without
deduction
of
income-related
expenses
actually
incurred.
If
tax
is
initially
withheld,
it
will
be
credited
against
the
amount
of
personal
income
tax
assessed
against
the
shareholder.

Losses
resulting
from
the
disposal
of
shares
can
only
be
offset
by
capital
gains
from
the
sale
of
shares.
If,
however,
a
shareholder
directly
or
indirectly
held
at
least
1%
of
the
share
capital
of
the
company
at
any
time
during
the
five
years
preceding
the
sale,
60%
of
any
capital
gains
resulting
from
the
sale
are
taxable
at
the
shareholder's
personal
income
tax
rate
(plus
5.5%
solidarity
surcharge
thereon).
Conversely,
60%
of
any
capital
losses
are
recognized
for
tax
purposes.

In
case
the
shares
are
held
as
business
assets,
the
taxation
depends
on
the
legal
form
of
the
shareholder
(
i.e. ,
whether
the
shareholder
is
a
corporation,
an
individual
or
a
partnership).
Irrespective
of
the
legal
form
of
the
shareholder,
dividends
are
subject
to
the
aggregate
withholding
tax
rate
of
26.375%.
The
withholding
tax
(
Kapitalertragsteuer )
is
credited
against
the
respective
shareholder's
final
(corporate)
income
tax
liability.
To
the
extent
the
amount
withheld
exceeds
the
(corporate)
income
tax
liability,
the
withholding
tax
will
be
refunded,
provided
that
certain
requirements
are
met.

Special
rules
apply
to
financial
institutions
(
Kreditinstitute ),
financial
services
providers
(
Finanzdienstleistungsinstitute ),
financial
enterprises
(
Finanzunternehmen ),
life
insurance
and
health
insurance
companies,
and
pension
funds.

With
regard
to
shareholders
in
the
legal
form
of
a
corporation ,
dividends
and
capital
gains
are
effectively
95%
tax
exempt
from
corporate
income
tax
(including
solidarity
surcharge).
However,
with
regards
to
dividends
(not
to
capital
gains)
realized
after
February
28,
2013,
the
95%
corporate
income
tax
exemption
only
applies
if
the
corporation
holds
at
least
10%
of
the
shares
in
the
company
at
the
beginning
of
the
calendar
year.

A
circular
issued
by
the
Regional
Tax
Office
Frankfurt/Main
(
Verfügung der OFD ),
dated
December
2,
2013,
reference
number
S
2750a
A-19-St
52,
provides
for
further
comments
on
the
scope
of
application
of
the
10%
threshold.

Dividends
are
fully
subject
to
trade
tax
(
Gewerbesteuer ),
unless
the
shareholder
holds
at
least
15%
of
the
shares
in
the
company
at
the
beginning
of
the
tax
assessment
period.
In
the
latter
case,
effectively
95%
of
the
dividends
are
also
exempt
from
trade
tax.
Capital
gains,
however,
are,
irrespective
of
the
size
of
the
shareholding,
95%
exempt
from
trade
tax.
Losses
from
the
sale
of
shares
are
not
tax
deductible
for
corporate
income
tax
and
trade
tax
purposes.

With
regards
to
individuals holding
shares
as
business
assets,
60%
of
dividends
and
capital
gains
are
taxed
at
the
individual's
personal
income
tax
rate
(plus
5.5%
solidarity
surcharge
thereon).
Correspondingly,
only
60%
of
business
expenses
related
to
the
dividends
and
capital
gains
are
principally
deductible
for
income
tax
purposes.

If
shares
are
held
as
business
assets
of
a
commercial
permanent
establishment
located
in
Germany,
dividends
are
fully
subject
to
trade
tax,
unless
the
sole
proprietor
holds
at
least
15%
of
the
company's
shares
at
the
beginning
of
the
tax
assessment
period.
In
this
case
dividends
are
fully
tax
exempt
from
trade
tax.
With
regards
to
capital
gains,
only
60%
of
the
gains
are
subject
to
trade
tax.
60%
of
any

Table
of
Contents

losses
from
the
sale
of
shares
are
tax
deductible
for
income
tax
and
trade
tax
purposes.
All
or
part
of
the
trade
tax
is
generally
credited
as
a
lump
sum
against
the
income
taxes
of
the
individual.

General rules for the Taxation of Shareholders Not Tax Resident in Germany

Non
German
resident
holders
of
ADSs
are
subject
to
German
taxation
with
respect
to
German
source
income
(
beschränkte Steuerpflicht ).
According
to
the
ADR
Tax
Circular
dated
May
24,
2013,
income
from
the
shares
should
be
attributed
to
the
holder
of
the
ADSs
for
German
tax
purposes.
As
a
consequence,
income
from
the
ADSs
should
be
treated
as
German
source
income
(
beschränkte Steuerpflicht ).

The
full
amount
of
a
dividend
distributed
by
the
company
to
a
non
German
resident
shareholder
which
does
not
maintain
a
permanent
establishment
or
other
taxable
presence
in
Germany
is
subject
to
(final)
German
withholding
tax
(
Kapitalertragsteuer )
at
an
aggregate
rate
of
26.375%.
The
basis
for
the
withholding
tax
is
the
approval
of
the
dividend
for
distribution
by
the
company's
general
shareholder
meeting.
The
amount
of
the
relevant
taxable
income
is
based
on
the
gross
amount
in
euro;
any
currency
differences
shall
be
irrelevant.

German
withholding
tax
is
withheld
and
remitted
to
the
German
tax
authorities
by
the
disbursing
agent
(
i.e. ,
the
German
bank,
financial
services
institution,
securities
trading
enterprise
or
securities
trading
bank
(each
as
defined
in
the
German
Banking
Act
(
Kreditwesengesetz )
and
in
each
case
including
a
German
branch
of
a
foreign
enterprise,
but
excluding
a
foreign
branch
of
a
German
enterprise)
that
holds
or
administers
the
underlying
shares
in
custody
and
disburses
or
credits
the
dividend
income
from
the
underlying
shares
or
disburses
or
credits
the
dividend
income
from
the
underlying
shares
on
delivery
of
the
dividend
coupons
or
disburses
such
dividend
income
to
a
foreign
agent
or
the
central
securities
depository
(
Wertpapiersammelbank) in
terms
of
the
German
Depositary
Act
(
Depotgesetz ))
holding
the
underlying
shares
in
a
collective
deposit,
if
such
central
securities
depository
disburses
the
dividend
income
from
the
underlying
shares
to
a
foreign
agent,
regardless
of
whether
or
not
a
holder
must
report
the
dividend
for
tax
purposes
and
regardless
of
whether
or
not
a
holder
is
a
resident
of
Germany.

Pursuant
to
the
Treaty,
the
German
withholding
tax
may
not
exceed
15%
of
the
dividends
received
by
U.S.
treaty
beneficiaries.
The
excess
of
the
total
withholding
tax,
including
the
solidarity
surcharge,
over
the
maximum
rate
of
withholding
tax
permitted
by
the
Treaty
is
refunded
to
U.S.
treaty
beneficiaries
upon
application.
For
example,
for
a
declared
dividend
of
100,
a
U.S.
treaty
beneficiary
initially
receives
73.625
(100
minus
the
26.375%
withholding
tax).
The
U.S.
treaty
beneficiary
is
entitled
to
a
partial
refund
from
the
German
tax
authorities
in
the
amount
of
11.375%
of
the
gross
dividend
(of
100).
As
a
result,
the
U.S.
treaty
beneficiary
ultimately
receives
a
total
of
85
(85%
of
the
declared
dividend)
following
the
refund
of
the
excess
withholding.
However,
investors
should
note
that
it
is
unclear
how
the
German
tax
administration
will
apply
the
refund
process
to
dividends
on
the
ADSs
and
ADRs.
Further,
such
refund
is
subject
to
the
German
anti-avoidance
treaty
shopping
rule
(as
described
below
in
section
"—Withholding
Tax
Refund
for
U.S.
Treaty
Beneficiaries").

German Taxation of Capital Gains of the U.S. Treaty Beneficiaries of the ADSs

The
capital
gains
from
the
disposition
of
ADSs
realized
by
a
non
German
resident
shareholder
which
does
not
maintain
a
permanent
establishment
or
other
taxable
presence
in
Germany
would
be
treated
as
German
source
income
and
subject
to
German
tax
(
beschränkte Steuerpflicht )
if
such
holder
at
any
time
during
the
five
years
preceding
the
disposition,
directly
or
indirectly,
held
ADSs
that
represent
1%
or
more
of
the
company's
shares.
If
such
holder
had
acquired
the
ADSs
without
consideration,
the
previous
owner's
holding
period
and
size
of
the
holding
would
also
be
taken
into
account.

Table
of
Contents

However,
U.S.
treaty
beneficiaries
are
eligible
for
treaty
benefits
under
the
Treaty
(as
discussed
above
in
the
section
"—German
Taxation").
Pursuant
to
the
Treaty,
U.S.
treaty
beneficiaries
are
not
subject
to
German
tax
even
under
the
circumstances
described
in
the
preceding
paragraph.

German
statutory
law
requires
the
disbursing
agent
to
levy
withholding
tax
on
capital
gains
from
the
sale
of
shares
or
other
securities
held
in
a
custodial
account
in
Germany.
With
regards
to
the
German
taxation
of
capital
gains,
disbursing
agent
means
a
German
bank,
a
financial
services
institution,
a
securities
trading
enterprise
or
a
securities
trading
bank
(each
as
defined
in
the
German
Banking
Act
(
Kreditwesengesetz )
and,
in
each
case
including
a
German
branch
of
a
foreign
enterprise,
but
excluding
a
foreign
branch
of
a
German
enterprise)
that
holds
the
ADSs
in
custody
or
administers
the
ADSs
for
the
investor
or
conducts
sales
or
other
dispositions
and
disburses
or
credits
the
income
from
the
ADSs
to
the
holder
of
the
ADSs.
The
German
statutory
law
does
not
explicitly
condition
the
obligation
to
withhold
taxes
on
capital
gains
being
subject
to
taxation
in
Germany
under
German
statutory
law
or
on
an
applicable
income
tax
treaty
permitting
Germany
to
tax
such
capital
gains.

However,
an
interpretation
circular
issued
by
the
German
Federal
Ministry
of
Finance
(BMF-Schreiben)
(dated
October
9,
2012,
reference
number
IV
C
1-
S2252/10/10013)
provides
that
taxes
need
not
be
withheld
when
the
holder
of
the
custody
account
is
not
a
resident
of
Germany
for
tax
purposes
and
the
income
is
not
subject
to
German
taxation.
The
interpretation
circular
further
states
that
there
is
no
obligation
to
withhold
such
tax
even
if
the
non-resident
holder
owns
1%
or
more
of
the
shares
of
a
German
company.
While
interpretation
circulars
issued
by
the
German
Federal
Ministry
of
Finance
are
only
binding
on
the
tax
authorities
but
not
on
the
tax
courts,
in
practice,
the
disbursing
agents
nevertheless
typically
rely
on
guidance
contained
in
such
interpretation
circulars.
Therefore,
a
disbursing
agent
would
only
withhold
tax
at
26.375%
on
capital
gains
derived
by
a
U.S.
treaty
beneficiary
from
the
sale
of
ADSs
held
in
a
custodial
account
in
Germany
in
the
unlikely
event
that
the
disbursing
agent
did
not
follow
this
guidance.
In
this
case,
the
U.S.
treaty
beneficiary
should
be
entitled
to
claim
a
refund
of
the
withholding
tax
from
the
German
tax
authorities
under
the
Treaty
(as
described
in
the
section
"—Withholding
Tax
Refund
for
U.S.
Treaty
Beneficiaries").

Withholding
Tax
Refund
for
U.S.
Treaty
Beneficiaries

U.S.
treaty
beneficiaries
are
generally
eligible
for
treaty
benefits
under
the
Treaty
(as
discussed
above
in
Section
"—German
Taxation").
Accordingly,
U.S.
treaty
beneficiaries
are
entitled
to
claim
a
refund
of
the
portion
of
the
otherwise
applicable
26.375%
German
withholding
tax
on
dividends
that
exceeds
the
applicable
Treaty
rate.
However,
as
previously
discussed,
investors
should
note
that
it
is
unclear
how
the
German
tax
administration
will
apply
the
refund
process
to
dividends
on
the
ADSs
and
ADRs.
Further,
such
refund
is
subject
to
the
German
anti-avoidance
treaty
shopping
rule
according
to
section
50d
para.
3
of
the
German
Income
Tax
Act
(
Einkommensteuergesetz ).
Generally,
this
rule
requires
that
the
U.S.
treaty
beneficiary
(in
case
it
is
a
non
German
resident
company)
maintains
its
own
administrative
substance
and
conducts
its
own
business
activities.
In
particular,
a
foreign
company
has
no
right
to
a
full
or
partial
refund
to
the
extent
persons
holding
ownership
interests
in
the
company
would
not
be
entitled
to
the
refund
if
they
derived
the
income
directly
and
the
gross
income
realized
by
the
foreign
company
is
not
caused
by
the
business
activities
of
the
foreign
company,
and
there
are
either
no
economic
or
other
valid
reasons
for
the
interposition
of
the
foreign
company,
or
the
foreign
company
does
not
participate
in
general
commerce
by
means
of
a
business
organization
with
resources
appropriate
to
its
business
purpose.
However,
this
shall
not
apply
if
the
foreign
company's
principal
class
of
stock
is
regularly
traded
in
substantial
volume
on
a
recognized
stock
exchange,
or
if
the
foreign
company
is
subject
to
the
provisions
of
the
German
Investment
Tax
Act
(
Investmentsteuergesetz ).

Individual
claims
for
refunds
may
be
made
on
a
separate
form,
which
must
be
filed
with
the
German
Federal
Central
Tax
Office
(
Bundeszentralamt für
Steuern ),
An
der
Küppe
1,
53225
Bonn,
Germany.
The
form
is
available
at
the
same
address,
on
the
German
Federal
Tax
Office's
website

Table
of
Contents

(
www.bzst.de )
or
from
the
Embassy
of
the
Federal
Republic
of
Germany,
2300
M
Street,
NW,
Washington
DC
20037.
Generally,
the
refund
claim
becomes
time-
barred
after
four
years
following
the
calendar
year
in
which
the
dividend
is
received.
As
part
of
the
individual
refund
claim,
a
U.S.
treaty
beneficiary
must
submit
to
the
German
tax
authorities
the
original
withholding
certificate
(or
a
certified
copy
thereof)
issued
by
the
disbursing
agent
and
documenting
the
tax
withheld,
and
an
official
certification
of
United
States
tax
residency
on
IRS
Form
6166.
IRS
Form
6166
may
be
obtained
by
filing
a
properly
completed
IRS
Form
8802
with
the
Internal
Revenue
Service,
P.O.
Box
71052,
Philadelphia,
PA
19176-6052.
Requests
for
certification
must
include
the
U.S.
treaty
beneficiary's
name,
social
security
number
or
employer
identification
number,
the
type
of
U.S.
tax
return
filed,
the
tax
period
for
which
the
certification
is
requested
and
a
user
fee
of
$85.
An
online
payment
option
is
also
available
at
www.irs.gov .
If
the
online
payment
option
is
used,
then
the
completed
IRS
Form
8802
and
all
required
attachments
should
be
mailed
to
Department
of
the
Treasury,
Internal
Revenue
Service,
Philadelphia,
PA
19255-0625.
The
Internal
Revenue
Service
will
send
the
certification
on
IRS
Form
6166
to
the
U.S.
treaty
beneficiary,
who
must
then
submit
the
certification
with
the
claim
for
refund
of
withholding
tax.

Under
a
simplified
refund
procedure
based
on
electronic
data
exchange
(
Datenträgerverfahren )
a
disbursing
agent
that
is
registered
as
a
participant
in
the
electronic
data
exchange
procedure
with
the
German
Federal
Central
Tax
Office
(
Bundeszentralamt für Steuern )
may
file
an
electronic
collective
refund
claim
on
behalf
of
all
of
the
U.S.
treaty
beneficiaries
for
whom
it
holds
the
company's
ADSs
in
custody.
However
the
simplified
refund
procedure
only
allows
for
a
refund
up
to
the
regular
tax
rate
provided
in
the
Treaty.
It
is
not
possible
to
use
the
simplified
refund
procedure
to
claim
a
further
refund,
for
example
based
on
special
privileges
under
the
Treaty.

Due
to
the
legal
structure
of
the
ADSs,
only
limited
guidance
of
the
German
tax
authorities
exists
on
the
practical
application
of
this
procedure
with
respect
to
the
ADSs.

German
Inheritance
and
Gift
Tax
(
Erbschaft-und Schenkungsteuer )

It
is
unclear
whether
the
German
inheritance
or
gift
tax
applies
to
the
transfer
of
the
ADSs
as
the
ADR
Tax
Circular
does
not
refer
explicitly
to
the
German
Inheritance
and
Gift
Tax
Act.
However,
if
German
inheritance
or
gift
tax
is
applicable
to
ADSs,
then
under
German
domestic
law,
the
transfer
of
the
ordinary
shares
in
the
company
and,
as
a
consequence,
the
transfer
of
the
ADSs
would
be
subject
to
German
gift
or
inheritance
tax
if:

(a)

(b)

(c)

the
decedent
or
donor
or
heir,
beneficiary
or
other
transferee
(i)
maintained
his
or
her
residence
or
a
habitual
abode
in
Germany
or
had
its
place
of
management
or
registered
office
in
Germany
at
the
time
of
the
transfer,
or
(ii)
is
a
German
citizen
who
has
spent
no
more
than
five
consecutive
years
outside
Germany
without
maintaining
a
residence
in
Germany
or
(iii)
is
a
German
citizen
who
serves
for
a
German
entity
established
under
public
law
and
is
remunerated
for
his
or
her
service
from
German
public
funds
(including
family
members
who
form
part
of
such
person's
household,
if
they
are
German
citizens)
and
is
only
subject
to
estate
or
inheritance
tax
in
his
or
her
country
of
residence
or
habitual
abode
with
respect
to
assets
located
in
such
country
(special
rules
apply
to
certain
former
German
citizens
who
neither
maintain
a
residence
nor
have
their
habitual
abode
in
Germany),
or

at
the
time
of
the
transfer,
the
ADSs
are
held
by
the
decedent
or
donor
as
business
assets
forming
part
of
a
permanent
establishment
in
Germany
or
for
which
a
permanent
representative
in
Germany
has
been
appointed,
or

the
ADSs
subject
to
such
transfer
form
part
of
a
portfolio
that
represents
at
the
time
of
the
transfer
10%
or
more
of
the
registered
share
capital
of
the
company
and
that
has
been
held
directly
or
indirectly
by
the
decedent
or
donor,
either
alone
or
together
with
related
persons.

Table
of
Contents

Under
the
Agreement
between
the
Federal
Republic
of
Germany
and
the
United
States
of
America
for
the
avoidance
of
double
taxation
with
respect
to
taxes
on
inheritances
and
gifts
(
Abkommen zwischen der Bundesrepublik Deutschland und den Vereinigten Staaten von Amerika zur Vermeidung der
Doppelbesteuerung auf dem Gebiet der Nachlass-, Erbschaft- und Schenkungsteuern in der Fassung vom 21. Dezember 2000 ),
hereinafter
referred
to
as
the
"United
States-Germany
Inheritance
and
Gifts
Tax
Treaty,"
a
transfer
of
ADSs
by
gift
or
upon
death
is
not
subject
to
German
inheritance
or
gift
tax
if
the
donor
or
the
transferor
is
domiciled
in
the
United
States,
within
the
meaning
of
the
United
States-Germany
Inheritance
and
Gift
Tax
Treaty,
and
is
neither
a
citizen
of
Germany
nor
a
former
citizen
of
Germany
and,
at
the
time
of
the
transfer,
the
ADSs
are
not
held
by
the
decedent
or
donor
as
business
assets
forming
part
of
a
permanent
establishment
in
Germany
or
for
which
a
permanent
representative
in
Germany
has
been
appointed.

Notwithstanding
the
foregoing,
in
case
the
heir,
transferee
or
other
beneficiary
(i)
has,
at
the
time
of
the
transfer,
his
or
her
residence
or
habitual
abode
in
Germany,
or
(ii)
is
a
German
citizen
who
has
spent
no
more
than
five
(or,
in
certain
circumstances,
ten)
consecutive
years
outside
Germany
without
maintaining
a
residence
in
Germany
or
(iii)
is
a
German
citizen
who
serves
for
a
German
entity
established
under
public
law
and
is
remunerated
for
his
or
her
service
from
German
public
funds
(including
family
members
who
form
part
of
such
person's
household,
if
they
are
German
citizens)
and
is
only
subject
to
estate
or
inheritance
tax
in
his
or
her
country
of
residence
or
habitual
abode
with
respect
to
assets
located
in
such
country
(or
special
rules
apply
to
certain
former
German
citizens
who
neither
maintain
a
residence
nor
have
their
habitual
abode
in
Germany),
the
transferred
ADSs
are
subject
to
German
inheritance
or
gift
tax.

If,
in
this
case,
Germany
levies
inheritance
or
gift
tax
on
the
ADSs
with
reference
to
the
heir's,
transferee's
or
other
beneficiary's
residence
in
Germany
or
his
or
her
German
citizenship,
and
the
United
States
also
levies
federal
estate
tax
or
federal
gift
tax
with
reference
to
the
decedent's
or
donor's
residence
(but
not
with
reference
to
the
decedent's
or
donor's
citizenship),
the
amount
of
the
U.S.
federal
estate
tax
or
the
U.S.
federal
gift
tax,
respectively,
paid
in
the
United
States
with
respect
to
the
transferred
ADSs
is
credited
against
the
German
inheritance
or
gift
tax
liability,
provided
the
U.S.
federal
estate
tax
or
the
U.S.
federal
gift
tax,
as
the
case
may
be,
does
not
exceed
the
part
of
the
German
inheritance
or
gift
tax,
as
computed
before
the
credit
is
given,
which
is
attributable
to
the
transferred
ADSs.
A
claim
for
credit
of
the
U.S.
federal
estate
tax
or
the
U.S.
federal
gift
tax,
as
the
case
may
be,
may
be
made
within
one
year
of
the
final
determination
(administrative
or
judicial)
and
payment
of
the
U.S.
federal
estate
tax
or
the
U.S.
federal
gift
tax,
as
the
case
may
be,
provided
that
the
determination
and
payment
are
made
within
ten
years
of
the
date
of
death
of
the
decedent
or
of
the
date
of
the
making
of
the
gift
by
the
donor.
Similarly,
U.S.
state-level
estate
or
gift
taxes
are
also
creditable
against
the
German
inheritance
or
gift
tax
liability
to
the
extent
that
U.S.
federal
estate
or
gift
tax
is
creditable.

United
States
Taxation
of
ADSs
and
Ordinary
Shares

The
following
discussion
describes
the
material
U.S.
federal
income
tax
consequences
that
are
relevant
with
respect
to
the
acquisition,
ownership
and
disposition
of
the
ADSs
and
ordinary
shares
by
a
U.S.
holder
(as
defined
below)
as
in
effect
on
the
date
of
this
annual
report.
The
information
provided
below
is
based
on
the
Internal
Revenue
Code
of
1986,
as
amended,
or
the
Code,
Internal
Revenue
Service,
or
IRS,
rulings
and
pronouncements,
and
judicial
decisions
all
as
now
in
effect
and
all
of
which
are
subject
to
change
or
differing
interpretations,
possibly
with
retroactive
effect.
This
summary
addresses
only
U.S.
federal
income
tax
considerations
of
U.S.
holders
that
will
hold
ADSs
or
ordinary
shares
as
capital
assets.
It
does
not
provide
a
complete
analysis
of
all
potential
tax
considerations.
In
particular,
this
summary
does
not
address
all
of
the
tax
considerations
applicable
to
a
particular
holder
of
the
ADSs
or
ordinary
shares
in
light
of
the
holder's
circumstances
(for
example,
financial
institutions;
insurance
companies;
dealers
or
traders
in
securities;
currencies
or
notional

Table
of
Contents

principal
contracts;
persons
that
will
hold
ADSs
or
ordinary
shares
as
part
of
a
hedging
or
conversion
transaction
or
as
a
position
in
a
straddle
or
other
integrated
transactions
for
U.S.
federal
income
tax
purposes;
persons
that
have
a
functional
currency
other
than
the
U.S.
dollar;
persons
that
own
(or
are
deemed
to
own)
10%
or
more
(by
voting
power)
of
our
share
capital
who
would,
if
we
were
considered
to
be
a
controlled
foreign
corporation
for
U.S.
federal
income
tax
purposes,
be
subject
to
special
rules;
regulated
investment
companies,
real
estate
investment
trusts;
tax-exempt
entities;
persons
who
hold
ADSs
or
ordinary
shares
through
partnerships
or
other
pass-through
entities;
tax-deferred
or
other
retirement
accounts;
certain
former
citizens
or
residents
of
the
United
States;
or
persons
deemed
to
sell
ADSs
or
ordinary
shares
under
the
constructive
sale
provisions
of
the
Code).
Finally,
the
summary
does
not
describe
the
effect
of
the
U.S.
federal
estate
and
gift
tax
laws
on
U.S.
holders
or
the
effects
of
any
applicable
foreign,
state
or
local
laws.

For
purposes
of
this
summary,
a
"U.S.
holder"
is
a
beneficial
owner
of
ADSs
or
ordinary
shares
that
for
U.S.
federal
income
tax
purposes,
is
(1)
an
individual
who
is
a
citizen
or
resident
of
the
United
States,
(2)
a
corporation,
or
an
entity
treated
as
a
corporation
for
U.S.
federal
income
tax
purposes,
created
or
organized
in
or
under
the
laws
of
the
United
States
or
any
state
of
the
United
States,
including
the
District
of
Columbia,
(3)
an
estate,
the
income
of
which
is
subject
to
U.S.
federal
income
taxation
regardless
of
its
source,
or
(4)
a
trust,
if
it
(i)
is
subject
to
the
primary
supervision
of
a
U.S.
court
and
the
control
of
one
or
more
U.S.
persons
or
(ii)
has
a
valid
election
in
effect
under
applicable
U.S.
Treasury
Regulations
to
be
treated
as
a
U.S.
person.
A
"non-U.S.
holder"
is
a
beneficial
owner
of
the
ADSs
or
ordinary
shares,
other
than
a
partnership
or
entity
treaty
as
a
partnership,
that
is
not
a
U.S.
holder.

If
a
partnership
(including
an
entity
or
arrangement,
domestic
or
foreign,
treated
as
a
partnership
for
U.S.
federal
income
tax
purposes)
holds
ADSs
or
ordinary
shares,
the
tax
treatment
of
a
partner
in
the
partnership
will
depend
upon
the
status
of
the
partner
and
the
activities
of
the
partnership.
A
holder
of
ADSs
or
ordinary
shares
that
is
a
partnership,
and
partners
in
such
partnership,
should
consult
their
own
tax
advisors
about
the
U.S
federal
income
and
estate
tax
consequences
of
purchasing,
owning
and
disposing
of
the
ADSs
or
ordinary
shares.

Each prospective holder of ADSs should consult its own tax advisors regarding the U.S. federal, state and local or other tax consequences of acquiring, owning
and disposing of the company's ADSs in light of their particular circumstances. U.S. holders should also review the discussion under "German Taxation of
ADSs" for the German tax consequences to a U.S holder of the ownership of the ADSs.

General

In
general,
and
taking
into
account
the
earlier
assumptions,
a
U.S.
holder
of
ADSs
is
treated
as
the
owner
of
the
ordinary
shares
represented
by
such
ADSs.
Exchanges
of
ordinary
shares
for
ADSs,
and
ADSs
for
ordinary
shares,
respectively,
generally
will
not
be
subject
to
U.S.
federal
income
tax.

Distributions

Under
the
United
States
federal
income
tax
laws,
and
subject
to
the
passive
foreign
investment
company,
or
PFIC,
rules
discussed
below,
the
gross
amount
of
any
distribution
that
is
actually
or
constructively
received
by
a
U.S.
holder
with
respect
to
its
ordinary
shares
(including
shares
deposited
in
respect
of
ADSs)
will
be
a
dividend
includible
in
gross
income
of
a
U.S.
holder
as
ordinary
income
to
the
extent
the
amount
of
such
distribution
is
paid
out
of
our
current
and
accumulated
earnings
and
profits,
as
determined
for
U.S.
federal
income
tax
purposes.
To
the
extent
the
amount
of
such
distribution
exceeds
our
current
and
accumulated
earnings
and
profits
as
so
computed,
it
will
be
treated
first
as
a
non-taxable
return
of
capital
to
the
extent
of
such
U.S.
holder's
adjusted
tax
basis
in
its
ADSs
or
ordinary
shares,
and
to
the
extent
the
amount
of
such
distribution
exceeds
such
adjusted
tax
basis,
will
be
treated
as
gain
from
the
sale
of
the
ADSs
or
ordinary
shares.
If
you
are
a
non-corporate
U.S.

Table
of
Contents

holder,
dividends
paid
to
you
that
constitute
qualified
dividend
income
will
be
taxable
to
you
at
a
preferential
rate
(rather
than
the
higher
rates
of
tax
generally
applicable
to
items
of
ordinary
income)
provided
that
you
hold
our
ADSs
or
ordinary
shares
for
more
than
60
days
during
the
121-day
period
beginning
60
days
before
the
ex-dividend
date
and
meet
other
holding
period
requirements.
If
we
are
a
passive
foreign
investment
company
(as
discussed
below
under
"—Additional
United
States
Federal
Income
Tax
Consequences—PFIC
Rules"),
distributions
paid
by
us
with
respect
ADSs
or
ordinary
shares
will
not
be
eligible
for
the
preferential
income
tax
rate.
Prospective
investors
should
consult
their
own
tax
advisors
regarding
the
taxation
of
distributions
under
these
rules.

You
must
include
any
German
tax
withheld
from
the
dividend
payment
in
this
gross
amount
even
though
you
do
not
in
fact
receive
it.
The
gross
amount
of
the
dividend
is
taxable
to
you
when
you
receive
the
dividend,
actually
or
constructively.
Dividends
paid
on
ADSs
or
ordinary
shares
generally
will
constitute
income
from
sources
outside
the
United
States
and
will
not
be
eligible
for
the
dividends-received
deduction
generally
available
to
corporate
U.S.
holders.
The
gross
amount
of
any
dividend
paid
in
foreign
currency
will
be
included
in
the
gross
income
of
a
U.S.
holder
in
an
amount
equal
to
the
U.S.
dollar
value
of
the
foreign
currency
calculated
by
reference
to
the
exchange
rate
in
effect
on
the
date
the
dividend
distribution
is
includable
in
the
U.S.
holder's
income,
regardless
of
whether
the
payment
is
in
fact
converted
into
U.S.
dollars.
If
the
foreign
currency
is
converted
into
U.S.
dollars
on
the
date
of
receipt
by
the
depositary,
in
the
case
of
ADSs,
or
the
U.S.
holder,
in
the
case
of
ordinary
shares,
a
U.S.
holder
generally
should
not
be
required
to
recognize
foreign
currency
gain
or
loss
in
respect
of
the
dividend.
If
the
foreign
currency
received
is
not
converted
into
U.S.
dollars
on
the
date
of
receipt,
a
U.S.
holder
will
have
a
basis
in
the
foreign
currency
equal
to
its
U.S.
dollar
value
on
the
date
of
receipt.
Any
gain
or
loss
on
a
subsequent
conversion
or
other
disposition
of
the
foreign
currency
will
be
treated
as
ordinary
income
or
loss,
and
will
generally
be
income
or
loss
from
sources
within
the
United
States
for
foreign
tax
credit
limitation
purposes.
The
amount
of
any
distribution
of
property
other
than
cash
will
be
the
fair
market
value
of
the
property
on
the
date
of
the
distribution,
less
the
sum
of
any
encumbrance
assumed
by
the
U.S.
holder.

For
foreign
tax
credit
purposes,
our
dividend
distributions
will,
depending
on
the
U.S.
holder's
circumstances,
be
either
"passive"
or
"general"
income
for
purposes
of
computing
the
foreign
tax
credit
allowable
to
the
U.S.
holder.
The
amount
of
the
qualified
dividend
income,
if
any,
paid
to
a
U.S.
holder
that
is
subject
to
the
reduced
dividend
income
tax
rate
and
that
is
taken
into
account
for
purposes
of
calculating
the
U.S.
holder's
U.S.
foreign
tax
credit
limitation
must
be
reduced
by
the
rate
differential
portion
of
the
dividend.
Prospective
investors
should
consult
their
own
tax
advisors
regarding
the
implications
of
the
foreign
tax
credit
provisions
for
them,
in
light
of
their
particular
situation.

U.S. Taxation of Sale or Other Disposition

Subject
to
the
discussion
below
under
"—Additional
United
States
Federal
Income
Tax
Consequences—PFIC
Rules,"
a
U.S.
holder
will
generally
recognize
a
gain
or
loss
for
U.S.
federal
income
tax
purposes
upon
the
sale
or
other
disposition
of
ADSs
or
ordinary
shares
in
an
amount
equal
to
the
difference
between
the
U.S.
dollar
value
of
the
amount
realized
from
such
sale
or
other
disposition
and
the
U.S.
holder's
tax
basis
in
such
ADSs
or
ordinary
shares.
Such
gain
or
loss
generally
will
be
capital
gain
or
loss.
Capital
gain
of
a
non-corporate
U.S.
holder
recognized
on
the
sale
or
other
disposition
of
ADSs
or
ordinary
shares
held
for
more
than
one
year
is
generally
eligible
for
a
reduced
rate
of
taxation.
The
gain
or
loss
will
generally
be
income
or
loss
from
sources
within
the
United
States
for
foreign
tax
credit
limitation
purposes.
The
deductibility
of
capital
losses
is
subject
to
limitations.

A
U.S.
holder
that
receives
foreign
currency
on
the
sale
or
other
disposition
of
ADSs
or
ordinary
shares
will
realize
an
amount
equal
to
the
U.S.
dollar
value
of
the
foreign
currency
on
the
date
of
sale
(or,
in
the
case
of
cash
basis
and
electing
accrual
basis
taxpayers,
the
U.S.
dollar
value
of
the
foreign
currency
on
the
settlement
date)
provided
that
the
ADSs
or
ordinary
shares,
as
the
case
may
be,
are

Table
of
Contents

treated
as
being
"traded
on
an
established
securities
market."
If
a
U.S.
holder
receives
foreign
currency
upon
a
sale
or
exchange
of
ADSs
or
ordinary
shares,
gain
or
loss,
if
any,
recognized
on
the
subsequent
sale,
conversion
or
disposition
of
such
foreign
currency
will
be
ordinary
income
or
loss,
and
will
generally
be
income
or
loss
from
sources
within
the
United
States
for
foreign
tax
credit
limitation
purposes.
However,
if
such
foreign
currency
is
converted
into
U.S.
dollars
on
the
date
received
by
the
U.S.
holder,
a
cash
basis
or
electing
accrual
U.S.
holder
should
not
recognize
any
gain
or
loss
on
such
conversion.

Redemption

A
redemption
of
ADSs
or
ordinary
shares
by
us
will
be
treated
as
a
sale
of
the
redeemed
ADSs
or
ordinary
shares
by
the
U.S.
holder
or
as
a
distribution
to
the
U.S.
holder
(which
is
taxable
as
described
above
under
"—Distributions").

Additional
United
States
Federal
Income
Tax
Consequences

PFIC Rules.

Special
adverse
U.S.
federal
income
tax
rules
apply
to
U.S.
holders
owning
shares
of
a
passive
foreign
investment
company,
or
PFIC.
In
general,
if
you
are
a
U.S.
holder,
we
will
be
a
PFIC
with
respect
to
you
if
for
any
taxable
year
in
which
you
held
our
ADSs
or
ordinary
shares:
(i)
at
least
75%
of
our
gross
income
for
the
taxable
year
is
passive
income
(the
"income
test")
or
(ii)
at
least
50%
of
the
value,
determined
on
the
basis
of
a
quarterly
average,
of
our
assets
is
attributable
to
assets
that
produce
or
are
held
for
the
production
of
passive
income
(the
"asset
test").
The
determination
of
whether
we
are
a
PFIC
will
be
made
annually.
Accordingly,
it
is
possible
that
we
may
become
a
PFIC
in
the
current
or
any
future
taxable
year
due
to
changes
in
our
asset
or
income
composition.
The
composition
of
income
and
assets
will
be
affected
by
whether,
how,
and
how
quickly,
we
spend
any
cash
we
currently
hold.

Passive
income
for
purposes
of
the
income
test
generally
includes
dividends,
interest,
royalties,
rents
(other
than
certain
rents
and
royalties
derived
in
the
active
conduct
of
a
trade
or
business),
annuities
and
gains
from
the
disposition
of
assets
that
produce
passive
income.
Any
cash
we
hold
generally
will
be
treated
as
held
for
the
production
of
passive
income
for
the
purpose
of
the
PFIC
test,
and
any
income
generated
from
cash
or
other
liquid
assets
generally
will
be
treated
as
passive
income
for
such
purpose.
If
a
foreign
corporation
owns
at
least
25%
by
value
of
the
stock
of
another
corporation,
the
foreign
corporation
is
treated
for
purposes
of
the
PFIC
tests
as
owning
its
proportionate
share
of
the
assets
of
the
other
corporation,
and
as
receiving
directly
its
proportionate
share
of
the
other
corporation's
income.

We
believe
that
we
were
not
a
PFIC
for
our
taxable
year
ending
December
31,
2015.
However,
since
the
determination
of
whether
we
are
a
PFIC
is
based
upon
such
factual
matters
as
our
market
capitalization
and
the
valuation
of
our
assets
and
upon
certain
assumptions
and
methodologies
in
which
we
have
based
our
analysis,
there
can
be
no
assurance
that
the
IRS
will
agree
with
our
position.
Furthermore,
because
we
have
valued
our
goodwill
for
purposes
of
the
asset
test
based
on
the
market
value
of
our
equity,
a
further
decline
in
the
value
of
our
equity
due
to
fluctuations
in
the
price
of
our
ADSs
and
ordinary
shares
could
result
in
us
becoming
a
PFIC
for
our
taxable
year
ending
on
December
31,
2016
or
for
future
taxable
years.

If
we
were
to
be
treated
as
a
PFIC,
except
as
otherwise
provided
by
election
regimes
described
below,
a
U.S.
Holder
would
be
subject
to
special
adverse
tax
rules
with
respect
to
(i)
"excess
distributions"
received
on
our
ADSs
or
ordinary
shares
and
(ii)
any
gain
recognized
upon
a
sale
or
other
disposition
(including
a
pledge)
of
our
ADSs
or
ordinary
shares.
A
U.S.
holder
would
be
treated
as
if
it
had
realized
such
gain
and
certain
"excess
distributions"
ratably
over
its
holding
period
for
our
ADSs
or
ordinary
shares
and
would
be
taxed
at
the
highest
tax
rate
in
effect
for
each
such
year
to
which
the
gain
was
allocated,
together
with
an
interest
charge
in
respect
of
the
tax
attributable
to
each
such
year.
Special
rules
apply
for
calculating
the
amount
of
the
foreign
tax
credit
with
respect
to
"excess
distributions"
by
a
PFIC.

Table
of
Contents

With
certain
exceptions,
a
U.S.
holder's
ADSs
or
ordinary
shares
will
be
treated
as
stock
in
a
PFIC
if
we
were
a
PFIC
at
any
time
during
the
U.S.
holder's
holding
period
in
for
its
ordinary
shares
or
ADSs,
even
if
we
are
not
currently
a
PFIC.

Dividends
that
a
U.S.
holder
receives
from
us
will
not
be
eligible
for
the
special
tax
rates
applicable
to
qualified
dividend
income
if
we
are
treated
as
a
PFIC
either
in
the
taxable
year
of
the
distribution
or
the
preceding
taxable
year,
but
instead
will
be
taxable
at
rates
applicable
to
ordinary
income.

Medicare Tax.

Certain
U.S.
holders
who
are
individuals,
estates
and
trusts
will
be
required
to
pay
an
additional
3.8%
tax
on
some
or
all
of
their
"net
investment
income,"
which
generally
includes
its
dividend
income
and
net
gains
from
the
disposition
of
our
ADSs
or
ordinary
shares.
U.S.
holders
should
consult
their
own
tax
advisors
regarding
the
applicability
of
this
additional
tax
on
their
particular
situation.

Information with Respect to Foreign Financial Assets.

Owners
of
"specified
foreign
financial
assets"
with
an
aggregate
value
in
excess
of
$50,000
(and
in
some
circumstances,
a
higher
threshold)
may
be
required
to
file
an
information
report
with
respect
to
such
assets
on
their
tax
returns.
"Specified
foreign
financial
assets"
may
include
financial
accounts
maintained
by
foreign
financial
institutions,
as
well
as
the
following,
but
only
if
they
are
not
held
in
accounts
maintained
by
financial
institutions:
(i)
stocks
and
securities
issued
by
non-U.S.
persons,
(ii)
financial
instruments
and
contracts
held
for
investment
that
have
non-U.S.
issuers
or
counterparties,
and
(iii)
interests
in
foreign
entities.
U.S.
holders
are
urged
to
consult
their
tax
advisors
regarding
the
application
of
this
legislation
to
their
ownership
of
the
ADSs
and
ordinary
shares.

Information with Respect to Interests in Passive Foreign Investment Companies (PFICs).

If
we
are
were
to
be
treated
as
a
PFIC,
owners
of
our
ADSs
or
ordinary
shares
(including,
potentially,
indirect
owners)
would
be
required
to
file
an
information
report
with
respect
to
such
interest
on
their
tax
returns,
subject
to
certain
exceptions.
U.S.
holders
are
urged
to
consult
their
tax
advisors
regarding
the
application
of
these
rules
to
their
ownership
of
the
ADSs
and
ordinary
shares.

Backup Withholding and Information Reporting.

Backup
withholding
and
information
reporting
requirements
will
generally
apply
to
certain
payments
to
U.S.
holders
of
dividends
on
ADSs
or
ordinary
shares.
We,
our
agent,
a
broker
or
any
paying
agent,
may
be
required
to
withhold
tax
from
any
payment
that
is
subject
to
backup
withholding
unless
the
U.S.
holder
(1)
is
an
exempt
payee,
or
(2)
provides
the
U.S.
holder's
correct
taxpayer
identification
number
and
complies
with
applicable
certification
requirements.
Payments
made
to
U.S.
holders
by
a
broker
upon
a
sale
of
our
ADSs
or
ordinary
shares
will
generally
be
subject
to
backup
withholding
and
information
reporting.
If
the
sale
is
made
through
a
foreign
office
of
a
foreign
broker,
however,
the
sale
will
generally
not
be
subject
to
either
backup
withholding
or
information
reporting.
This
exception
may
not
apply
if
the
foreign
broker
is
owned
or
controlled
by
U.S.
persons,
or
is
engaged
in
a
U.S.
trade
or
business.

Backup
withholding
is
not
an
additional
tax.
Any
amounts
withheld
from
a
payment
to
a
U.S.
holder
of
ADSs
or
ordinary
shares
under
the
backup
withholding
rules
can
be
credited
against
any
U.S.
federal
income
tax
liability
of
the
U.S.
holder,
provided
the
required
information
is
timely
furnished
to
the
IRS.
A
U.S.
holder
generally
may
obtain
a
refund
of
any
amounts
withheld
under
the
backup
withholding
rules
that
exceeds
the
U.S.
holder's
income
tax
liability
by
filing
a
refund
claim
with
the
IRS.
Prospective
investors
should
consult
their
own
tax
advisors
as
to
their
qualification
and
procedure
for
exemption
from
backup
withholding.

The
above
description
is
not
intended
to
constitute
a
complete
analysis
of
all
tax
consequences
relating
to
the
purchase,
ownership
or
disposition
of
the
ADSs
or
ordinary
shares.
Investors
deciding
on
whether
or
not
to
invest
in
ADSs
or
ordinary
shares
should
consult
their
own
tax
advisors
concerning
the
tax
consequences
of
their
particular
situations.

Table
of
Contents

DIVIDENDS
AND
PAYING
AGENTS

Not
applicable.

STATEMENT
BY
EXPERTS

Not
applicable.

DOCUMENTS
ON
DISPLAY

We
previously
filed
with
the
SEC
our
registration
statements
on
Form
F-1
(Registration
No.
333-191213
and
333-194843),
as
amended,
including
the
prospectuses
contained
therein,
to
register
our
ordinary
shares.
We
have
also
filed
with
the
SEC
a
related
registration
statement
on
F-6
(Registration
No.
333-
191526)
to
register
the
ADSs.

We
are
subject
to
the
periodic
reporting
and
other
informational
requirements
of
the
Exchange
Act.
Under
the
Exchange
Act,
we
are
required
to
file
reports
and
other
information
with
the
SEC.
Specifically,
we
are
required
to
file
annually
a
Form
20-F
within
four
months
after
the
end
of
each
fiscal
year,
which
is
December
31.
Copies
of
reports
and
other
information,
when
so
filed,
may
be
inspected
without
charge
and
may
be
obtained
at
prescribed
rates
at
the
public
reference
facilities
maintained
by
the
Securities
and
Exchange
Commission
at
100
F
Street,
N.E.,
Room
1580,
Washington,
D.C.
20549.
The
public
may
obtain
information
regarding
the
Washington,
D.C.
Public
Reference
Room
by
calling
the
Commission
at
1-800-SEC-0330.
The
SEC
also
maintains
a
website
at
www.sec.gov
that
contains
reports,
proxy
and
information
statements,
and
other
information
regarding
registrants
that
make
electronic
filings
with
the
SEC
using
its
EDGAR
system.
As
a
foreign
private
issuer,
we
are
exempt
from
the
rules
under
the
Exchange
Act
prescribing
the
furnishing
and
content
of
quarterly
reports
and
proxy
statements,
and
officers,
directors
and
principal
shareholders
are
exempt
from
the
reporting
and
short-swing
profit
recovery
provisions
contained
in
Section
16
of
the
Exchange
Act.

SUBSIDIARY
INFORMATION

Not
applicable.

ITEM
11.

QUANTITATIVE
AND
QUALITATIVE
DISCLOSURES
ABOUT
MARKET
RISK

We
are
exposed
to
market
risk
from
fluctuations
in
interest
rates
and
foreign
currency
exchange
rates
which
may
adversely
affect
our
results
of
operations
and
financial
condition.
We
seek
to
minimize
these
risks
through
regular
operating
and
financing
activities
and,
when
we
consider
it
to
be
appropriate,
through
the
use
of
derivative
financial
instruments.
We
do
not
purchase,
hold
or
sell
derivative
financial
instruments
for
trading
or
speculative
purposes.

Interest
Rates

We
assess
our
exposure
to
market
risk
for
changes
in
interest
rates
as
low,
as
our
loans
have
entirely
fixed
interest
rates.

Foreign
Exchange
Rates

We
transact
business
globally
and
are
subject
to
risks
associated
with
fluctuating
foreign
exchange
rates.
The
geographic
areas
outside
of
the
eurozone
to
which
we
sell
are
generally
not
considered
to
be
highly
inflationary.
Approximately
55.1%
and
43.7%
of
our
revenues
were
derived
from
sales
outside
of
the
eurozone
region
in
2015
and
2014,
respectively.
Receivables
denominated
in
a
foreign
currency
are
initially
recorded
at
the
exchange
rate
at
the
transaction
date
and
subsequently
remeasured
in
euro
based
on
period-end
exchange
rates.
Transaction
gains
and
losses
that
arise
from
exchange
rate
fluctuations
are
charged
to
income.

Table
of
Contents

ITEM
12.

DESCRIPTION
OF
SECURITIES
OTHER
THAN
EQUITY
SECURITIES

American
Depositary
Shares

Fees and Expenses

Citibank,
N.A.
serves
as
the
depositary
for
our
ADSs.
Holders
of
our
ADSs
are
required
to
pay
the
following
fees
to
the
depositary
under
the
terms
of
our
deposit
agreement:

Service
(1)
Issuance
of
ADSs
upon
deposit
of
shares
(excluding
issuances
as
a
result

of
distributions
of
shares
described
in
(4)
below)

(2)
Cancellation
of
ADSs
(3)
Distribution
of
cash
dividends
or
other
cash
distributions
(
i.e. ,
sale
of

Fees

Up
to
U.S.
5¢
per
ADS
issued

Up
to
U.S.
5¢
per
ADS
canceled

rights
or
other
entitlements)

Up
to
U.S.
5¢
per
ADS
held

(4)
Distribution
of
ADSs
pursuant
to
(i)
stock
dividends
or
other
free
stock

distributions
or
(ii)
exercise
of
rights
to
purchase
additional
ADSs.

Up
to
U.S.
5¢
per
ADS
held

(5)
Distribution
of
securities
other
than
ADSs
or
rights
to
purchase
additional

ADSs
(
i.e. ,
spin-off
shares)

(6)
ADS
Services

Up
to
U.S.
5¢
per
ADS
held

Up
to
U.S.
5¢
per
ADS
held
on
the
applicable
record
date(s)
established
by
the
depositary

Holders
of
our
ADSs
are
responsible
for
paying
certain
charges
such
as:

•

taxes
(including
applicable
interest
and
penalties)
and
other
governmental
charges;

the
registration
fees
as
may
from
time
to
time
be
in
effect
for
the
registration
of
ordinary
shares
on
the
share
register
and
applicable
to
transfers
of
ordinary
shares
to
or
from
the
name
of
the
custodian,
the
depositary
or
any
nominees
upon
the
making
of
deposits
and
withdrawals,
respectively;

certain
cable,
telex
and
facsimile
transmission
and
delivery
expenses;

the
expenses
and
charges
incurred
by
the
depositary
in
the
conversion
of
foreign
currency;

the
fees
and
expenses
incurred
by
the
depositary
in
connection
with
compliance
with
exchange
control
regulations
and
other
regulatory
requirements
applicable
to
ordinary
shares,
ADSs
and
ADRs;
and

the
fees
and
expenses
incurred
by
the
depositary,
the
custodian,
or
any
nominee
in
connection
with
the
servicing
or
delivery
of
deposited
property.

ADS
fees
and
charges
payable
upon
(i)
deposit
of
ordinary
shares
against
issuance
of
ADSs
and
(ii)
surrender
of
ADSs
for
cancellation
and
withdrawal
of
ordinary
shares
are
charged
to
the
person
to
whom
the
ADSs
are
delivered
(in
the
case
of
ADS
issuances)
and
to
the
person
who
delivers
the
ADSs
for
cancellation
(in
the
case
of
ADS
cancellations).
In
the
case
of
ADSs
issued
by
the
depositary
into
DTC
or
presented
to
the
depositary
via
DTC,
the
ADS
issuance
and
cancellation
fees
and
charges
are
charged
to
the
DTC
participant(s)
receiving
the
ADSs
or
the
DTC
participant(s)
surrendering
the
ADSs
for
cancellation,
as
the
case
may
be,
on
behalf
of
the
beneficial
owner(s)
and
will
be
charged
by
the
DTC
participant(s)
to
the
account(s)
of
the
applicable
beneficial
owner(s)
in
accordance
with
the
procedures
and
practices
of
the
DTC
participant(s)
as
in
effect
at
the
time.
ADS
fees
and
charges
in
respect
of
distributions
and
the
ADS
service
fee
are
charged
to
the
holders
as
of
the
applicable
ADS

Table
of
Contents

record
date.
In
the
case
of
distributions
of
cash,
the
amount
of
the
applicable
ADS
fees
and
charges
is
deducted
from
the
funds
being
distributed.
In
the
case
of
(i)
distributions
other
than
cash
and
(ii)
the
ADS
service
fee,
holders
as
of
the
ADS
record
date
will
be
invoiced
for
the
amount
of
the
ADS
fees
and
charges.
For
ADSs
held
through
DTC,
the
ADS
fees
and
charges
for
distributions
other
than
cash
and
the
ADS
service
fee
are
charged
to
the
DTC
participants
in
accordance
with
the
procedures
and
practices
prescribed
by
DTC
and
the
DTC
participants
in
turn
charge
the
amount
of
such
ADS
fees
and
charges
to
the
beneficial
owners
for
whom
they
hold
ADSs.

In
the
event
of
refusal
to
pay
the
depositary
fees,
the
depositary
may,
under
the
terms
of
the
deposit
agreement,
refuse
the
requested
service
until
payment
is
received
or
may
set
off
the
amount
of
the
depositary
fees
from
any
distribution
to
be
made
to
the
ADS
holder.

Note
that
the
fees
and
charges
you
may
be
required
to
pay
may
vary
over
time
and
may
be
changed
by
us
and
by
the
depositary.
You
will
receive
prior
notice
of
such
changes.

The
depositary
may
reimburse
us
for
certain
expenses
incurred
by
us
in
respect
of
the
ADR
program
by
making
available
a
portion
of
the
ADS
fees
charged
in
respect
of
the
ADR
program
or
otherwise,
upon
such
terms
and
conditions
as
we
and
the
depositary
agree
from
time
to
time.

ITEM
13.

DEFAULTS,
DIVIDEND
ARREARAGES
AND
DELINQUENCIES

None.

PART
II

ITEM
14.

MATERIAL
MODIFICATIONS
TO
THE
RIGHTS
OF
SECURITY
HOLDERS
AND
USE
OF
PROCEEDS

There
have
been
no
material
modifications
to
the
rights
of
security
holders
for
the
year
ended
on
December
31,
2015.

ITEM
15

CONTROLS
AND
PROCEDURES—TO
BE
UPDATED
WITH
FOR
MATERIAL
WEAKNESS

Disclosure
Controls
and
Procedures

In
connection
with
the
preparation
of
our
consolidated
financial
statements
as
of
and
for
the
year
ended
December
31,
2014,
we
assessed
the
effectiveness
of
the
Company's
internal
control
over
financial
reporting
as
of
December
31,
2014.
Based
on
that
assessment,
management
identified
material
weaknesses
in
the
design
and
operating
effectiveness
of
our
internal
control
over
financial
reporting.

As
of
December
31,
2015,
the
Company,
under
the
supervision
and
with
the
participation
of
our
management,
including
the
Chief
Executive
Officer
and
the
Chief
Financial
Officer,
performed
an
evaluation
of
the
effectiveness
of
the
design
and
operation
of
our
disclosure
controls
and
procedures
(as
defined
in
Rule
13a-
15(e)
under
the
Exchange
Act).
There
are
inherent
limitations
to
the
effectiveness
of
any
control
system,
including
the
possibility
of
human
error
and
the
circumvention
or
overriding
of
disclosure
controls
and
procedures.
Accordingly,
even
effective
disclosure
controls
and
procedures
can
provide
only
reasonable
assurance
of
achieving
their
control
objectives.

Based
upon
the
evaluation,
our
Chief
Executive
Officer
and
Chief
Financial
Officer
concluded
that,
as
of
December
31,
2015,
our
disclosure
controls
and
procedures
were
not
effective
in
ensuring
that
information
relating
to
us
required
to
be
disclosed
in
the
reports
that
we
file
under
the
Exchange
Act
is
(1)
recorded,
processed,
summarized
and
reported
within
the
time
periods
specified
in
the
SEC's
rules
and
forms,
and
(2)
accumulated
and
communicated
to
the
management,
including
principal
financial
officers
as
appropriate
to
allow
timely
decisions
regarding
required
disclosure,
due
to
a
material
weakness
in
our
internal
control
over
financial
reporting,
which
is
described
below.

Table
of
Contents

Management's
Annual
Report
on
Internal
Control
Over
Financial
Reporting

The
management
board
and
management
of
the
Company
are
responsible
for
establishing
and
maintaining
adequate
internal
control
over
financial
reporting.
The
Company's
internal
control
over
financial
reporting
is
designed
to
provide
reasonable
assurance
regarding
the
preparation
and
fair
presentation
of
published
financial
statements
in
accordance
with
IFRS
as
issued
by
the
IASB.
The
Company's
internal
control
over
financial
reporting
includes
those
policies
and
procedures
that:
(1)
pertain
to
the
maintenance
of
records
that,
in
reasonable
detail,
accurately
and
fairly
reflect
transactions
and
dispositions
of
assets;
(2)
provide
reasonable
assurance
that
transactions
are
recorded
as
necessary
to
permit
preparation
and
fair
presentation
of
financial
statements,
and
that
receipts
and
expenditures
of
the
Company
are
being
made
only
in
accordance
with
authorizations
of
management
and
(3)
provide
reasonable
assurance
regarding
prevention
or
timely
detection
of
unauthorized
acquisition,
use
or
disposition
of
the
Company's
assets
that
could
have
a
material
effect
on
the
financial
statements.

Because
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections
or
any
evaluation
or
effectiveness
for
future
periods
are
subject
to
the
risk
that
controls
may
become
inadequate
because
of
changes
in
conditions,
or
that
the
degree
of
compliance
with
the
policies
or
procedures
may
deteriorate.

The
Company's
management
has
assessed
the
effectiveness
of
the
Company's
internal
control
over
financial
reporting
as
of
December
31,
2015
based
on
the
criteria
set
forth
by
the
Committee
of
Sponsoring
Organizations
of
the
Treadway
Commission
(COSO)
in
Internal
Control
Integrated
Framework
(2013
Framework).
Based
on
that
assessment,
management
believes
that,
as
of
December
31,
2015,
the
Company's
internal
control
over
financial
reporting
was
not
effective
because
management
has
identified
a
material
weakness
in
the
Company's
internal
control
over
financial
reporting.

In
connection
with
the
preparation
of
our
consolidated
financial
statements
as
of
and
for
the
year
ended
December
31,
2015,
we
identified
a
material
weakness
in
the
design
and
operations
of
controls
over
non-standard
transactions.
A
material
weakness
is
a
deficiency,
or
a
combination
of
deficiencies,
in
internal
control
over
financial
reporting
such
that
there
is
a
reasonable
possibility
that
a
material
misstatement
of
our
financial
statements
will
not
be
prevented
or
detected
on
a
timely
basis.
The
primary
factors
contributing
to
the
material
weakness,
which
relate
to
our
financial
reporting
process,
were
as
follows.

The
design
and
operating
effectiveness
of
internal
controls
related
to
the
design
and
operations
of
controls
over
non-standard
transactions,
including
significant
unusual
transactions
which
are
not
reviewed
in
sufficient
detail
by
personnel
with
appropriate
technical
expertise
to
ensure
that
the
accounting
treatment
in
accordance
with
IFRS
is
appropriate.

Notwithstanding
the
identified
material
weakness,
management
believes
that
the
financial
statements
and
related
notes
thereto
included
in
this
annual
report
on
Form
20-F
fairly
present,
in
all
material
respects,
our
financial
condition,
results
of
operations
and
cash
flows
at
and
for
the
periods
presented
in
accordance
with
IFRS.

Attestation Report of the Registered Public Accounting Firm

This
annual
report
does
not
include
a
report
of
the
Company's
independent
registered
public
accounting
firm
due
to
the
Company's
status
as
an
emerging
growth
company.

Table
of
Contents

Changes in Internal Control over Financial Reporting

During
2015,
management
with
the
oversight
of
the
audit
committee,
took
steps
in
order
to
remediate
the
prior
year's
material
weaknesses.
In
particular,
the
following
actions
were
taken:

Implementation
of
ERP-System
SAP
in
accounting,
controlling
and
payroll
accounting—The
most
important
action
taken
has
been
the
implementation
of
our
new
ERP-System
SAP.
The
vision
is
to
have
an
integrated
ERP-System
with
defined
processes
and
workflow,
which
are
valid
for
the
whole
voxeljet
group.
The
first
step
in
this
mid-term
project
was
the
implementation
of
the
SAP
modules
FI-AA
and
CO.
After
an
implementation
period
of
six
months
in
2014,
we
started
using
SAP
on
January
1,
2015.
For
every
entity,
the
system
includes
the
FI-AA
module,
which
allows
us
to
perform
the
accounting
according
to
local
GAAP
and
IFRS
and
the
module
CO,
which
supports
the
controlling-process
by
providing
detailed
reports
and
analyses.
The
implementation
represents
an
important
milestone
for
us.
The
ERP-system
allows
us
to
prepare
a
monthly
reporting
of
the
IFRS
accounts
by
entity
for
management
and
also
for
the
supervisory
board.
This
monthly
reporting
enables
management
to
review
the
financials
on
a
quick
timeline.
With
this
close
monitoring,
material
mistakes
or
undesirable
developments
(e.g.
major
deviations
to
the
budget)
can
be
identified,
explained
and
remedial
measures
can
be
implemented
quickly.
The
implementation
of
the
SAP
modules
FI-AA
and
CO
does
not
represent
the
final
stage
of
the
integration
project.
Currently
we
are
implementing
the
modules
MM
and
SD.
Those
modules
will
assure
compliance
to
defined
work
flows
within
the
procurement
process
as
well
as
the
invoicing
process.
Those
IT-based
processes
allow
us
to
implement
internal
controls,
where
an
avoidance
is
not
possible.
The
roll-out
of
the
modules
MM
and
SD
are
also
scheduled
for
our
subsidiaries.

Increased
headcount
in
the
functions
accounting,
controlling
and
finance—The
headcount
of
the
accounting
team
and
group
controlling
team
in
Germany
increased
by
two
additional
employees
in
each
team
in
the
years
2014
and
2015.
Three
of
those
four
new
employees
have
successfully
completed
their
degrees
in
business
administration
at
a
university
and
attended
lectures
including
accounting
according
to
IFRS.
The
increase
in
the
number
of
these
types
of
employees
will
improve
the
accounting
process
for
all
transactions.

In
the
next
years
we
will
continue
the
remediation
of
the
identified
material
weakness
and
the
strengthening
of
our
internal
control
procedures.
The
development
of
our
ERP-System
represents
a
key
step
in
order
to
implement
IT-supported
processes
related
to
our
internal
controls.
In
addition,
we
will
continue
to
increase
headcount,
but
also
enable
existing
employees
by
trainings
to
help
achieve
sufficient
technical
expertise.
The
actions
which
we
have
executed
to
date
have
already
contributed
to
improvements
in
the
financial
reporting
process
and
shall
support
us
as
we
continue
those
efforts
in
the
next
years.

ITEM
16.

RESERVED

ITEM
16A.

AUDIT
COMMITTEE
FINANCIAL
EXPERT

Our
supervisory
board
has
determined
that
the
chairman
of
our
Audit
Committee,
Peter
Nietzer,
qualifies
as
an
"audit
committee
financial
expert"
within
the
meaning
of
this
Item
16A.
Our
supervisory
board
has
determined
that
Peter
Nietzer
and
each
of
the
other
members
of
the
Audit
Committee
is
independent
under
the
requirements
of
the
New
York
Stock
Exchange
and
Rule
10A-3
of
the
Exchange
Act.

ITEM
16B.

CODE
OF
ETHICS

We
have
adopted
a
written
code
of
business
conduct
and
ethics,
or
code
of
conduct,
which
outlines
the
principles
of
legal
and
ethical
business
conduct
under
which
we
do
business.
The
code
of
conduct
applies
to
all
of
our
supervisory
board
members,
management
board
members
and
employees.
The
full

Table
of
Contents

text
of
the
code
of
conduct
is
available
on
our
website
at
www.voxeljet.de .
This
website
address
is
included
in
this
annual
report
as
an
inactive
textual
reference
only.
The
information
and
other
content
appearing
on
our
website
are
not
part
of
this
annual
report.

No
waivers
have
been
granted
to
the
code
of
conduct
since
its
adoption.

ITEM
16C.

PRINCIPAL
ACCOUNTANT
FEES
AND
SERVICES

The
following
table
sets
forth
the
fees
billed
to
us
by
our
independent
auditors
during
the
fiscal
years
ended
December
31,
2013,
2014,
and
2015:

2015

December
31,
2014
(€
in
thousands)

2013

Audit
fees
Audit-related
fees
Tax
fees
All
other
fees
Total

€

490
€
—

—

558
€

308
€
125

—

467
€

595

—

681

Audit
services
include
the
audit
of
our
financial
statements,
the
review
of
interim
financial
information
and
SEC
registration
statements,
and
statutory
audits.
Audit-related
services
include
accounting
and
reporting
consultations.
Tax
fees
are
related
to
the
set
up
of
a
procedure
regarding
transactions
between
us
and
our
subsidiaries.

ITEM
16D.

EXEMPTIONS
FROM
THE
LISTING
STANDARDS
FOR
AUDIT
COMMITTEES

Not
applicable.

ITEM
16E.

PURCHASES
OF
EQUITY
SECURITIES
BY
THE
ISSUER
AND
AFFILIATED
PURCHASERS

None.

ITEM
16F.

CHANGE
IN
REGISTRANT'S
CERTIFYING
ACCOUNTANT

Not
applicable.

ITEM
16G.

CORPORATE
GOVERNANCE

In
general,
under
Section
303A.11
of
the
New
York
Stock
Exchange
Listed
Company
Manual,
foreign
private
issuers
such
as
us
are
permitted
to
follow
home
country
corporate
governance
practices
instead
of
certain
provisions
of
the
New
York
Stock
Exchange
Listed
Company
Manual
without
having
to
seek
individual
exemptions
from
the
New
York
Stock
Exchange.
A
foreign
private
issuer
making
its
initial
U.S.
listing
on
the
New
York
Stock
Exchange
and
following
home
country
corporate
governance
practices
in
lieu
of
the
corresponding
corporate
governance
provisions
of
the
New
York
Stock
Exchange
Listed
Company
Manual
must
disclose
in
its
annual
report
significant
ways
in
which
its
corporate
governance
practices
differ
from
those
followed
by
U.S.
companies
under
the
New
York
Stock
Exchange
Listed
Company
Manual.
In
addition,
we
also
may
qualify
for
certain
exemptions
under
the
New
York
Stock
Exchange
Listed
Company
Manual
as
a
foreign
private
issuer
that
may
affect
our
corporate
governance
practices.

Table
of
Contents

The
significant
differences
between
the
corporate
governance
practices
that
we
follow
and
those
set
forth
in
the
New
York
Stock
Exchange
Listed
Company
Manual
are
described
below:

•

Section
303A.01
of
the
New
York
Stock
Exchange
Listed
Company
Manual
requires
listed
companies
to
have
a
majority
of
independent
directors.
There
is
no
requirement
under
German
law
that
the
majority
of
members
of
a
supervisory
board
be
independent,
and
the
rules
of
procedure
of
our
supervisory
board
provide
that
the
supervisory
board
should
be
composed
of
a
majority
of
independent
members,
though
this
is
not
a
mandatory
requirement.
All
current
members
of
our
supervisory
board
are
independent.

Section
303A.04(b)
of
the
New
York
Stock
Exchange
Listed
Company
Manual
requires
all
companies
listed
on
the
New
York
Stock
Exchange
to
have
a
written
nominating
committee
charter.
German
law
does
not
require
a
separate
charter
for
a
nominating
committee.
Instead,
the
responsibilities
and
authority
of
our
Compensation
and
Nominating
Committee
are
set
forth
in
the
rules
of
procedure
of
our
supervisory
board
and
in
the
applicable
German
laws.

Section
303A.05(b)
of
the
New
York
Stock
Exchange
Listed
Company
Manual
requires
all
companies
listed
on
the
New
York
Stock
Exchange
to
have
a
written
compensation
committee
charter.
German
law
does
not
require
a
separate
charter
for
a
compensation
committee.
Instead,
the
responsibilities
and
authority
of
our
Compensation
and
Nominating
Committee
are
set
forth
in
the
rules
of
procedure
of
our
supervisory
board
and
in
the
applicable
German
laws.

Section
303A.07(a)
of
the
New
York
Stock
Exchange
Listed
Company
Manual
requires
each
member
of
the
audit
committee
of
a
listed
company
to
be
financially
literate
and
also
requires
that
at
least
one
audit
committee
member
have
accounting
or
related
financial
management
expertise.
German
law
requires
only
that
one
supervisory
board
member
have
knowledge
in
the
areas
of
accounting
or
auditing.
Accordingly,
the
rules
of
procedure
of
our
supervisory
board
stipulate
that
the
chairman
of
our
Audit
Committee
shall
have
special
knowledge
and
experience
of
the
application
of
accounting
principles
and
internal
control
procedures.
The
chairman
of
the
Audit
Committee,
Peter
Nietzer,
fulfills
these
requirements.
Although
we
believe
that
all
members
of
our
Audit
Committee
are
financially
literate,
neither
German
law,
nor
the
rules
of
procedure
of
our
supervisory
board,
require
all
members
of
our
Audit
Committee
to
be
financially
literate.

Section
303A.07(b)
of
the
New
York
Stock
Exchange
Listed
Company
Manual
requires
all
companies
listed
on
the
New
York
Stock
Exchange
to
have
a
written
audit
committee
charter.
German
law
does
not
require
a
separate
charter
for
an
audit
committee.
Instead,
the
responsibilities
and
authority
of
our
Audit
Committee
are
set
forth
in
the
rules
of
procedure
of
our
supervisory
board
and
in
the
applicable
German
laws.

Section
303A.09
of
the
New
York
Stock
Exchange
Listed
Company
Manual
requires
all
listed
companies
to
adopt
and
disclose
corporate
governance
guidelines.
German
law
does
not
require
a
company
to
adopt
separate
corporate
governance
guidelines.
Instead,
we
follow
the
German
Corporate
Governance
Code
as
described
above.
In
addition,
certain
of
the
subjects
to
be
addressed
in
the
corporate
governance
guidelines
pursuant
to
Section
303A.09
are
contained
in
the
rules
of
procedure
of
our
supervisory
board.

ITEM
16H.

MINE
SAFETY
DISCLOSURE

Not
applicable.

Table
of
Contents

PART
III

ITEM
17.

FINANCIAL
STATEMENTS

We
have
elected
to
provide
financial
statements
pursuant
to
Item
18.

ITEM
18.

FINANCIAL
STATEMENTS

See
the
following
items
starting
at
page
F-1:

(a)

(b)

(c)

(d)

(e)

(f)

Report
of
Independent
Registered
Public
Accounting
Firm

Statement
of
Financial
Position
as
of
December
31,
2015
and
2014

Statement
of
Comprehensive
Loss
for
the
years
2015,
2014,
and
2013

Statement
of
Changes
in
Equity
for
the
years
2015,
2014,
and
2013

Statement
of
Cash
Flows
for
the
years
2015,
2014,
and
2013

Notes
to
the
Financial
Statements.

ITEM
19.

EXHIBITS

Exhibit

Number

Description
of
Exhibit

1.1
Articles
of
Association
of
voxeljet
AG,
as
amended
(incorporated
by
reference
to
Exhibit
3.1
to
the
Company's
Form
6-K,
filed
with
the
Securities
and
Exchange
Commission
(the
"Commission")
on
April
11,
2014).

1.2
Rules
of
Procedure
of
the
Supervisory
Board
of
voxeljet
AG
(incorporated
by
reference
to
Exhibit
3.2
to
the

Company's
Registration
Statement
on
Form
F-1
(No.
333-191213),
filed
with
the
Commission
on
October
7,
2013).

1.3
Rules
of
Procedure
of
the
Management
Board
of
voxeljet
AG
(incorporated
by
reference
to
Exhibit
3.3
to
the

Company's
Registration
Statement
on
Form
F-1
(No.
333-191213),
filed
with
the
Commission
on
October
7,
2013).

2.1
Form
of
specimen
of
ordinary
registered
share
certificate
and
English
translation
(incorporated
by
reference
to

Exhibit
4.1
to
the
Company's
Registration
Statement
on
Form
F-1
(No.
333-191213),
filed
with
the
Commission
on
October
11,
2013).

2.2
Form
of
Deposit
Agreement
(incorporated
by
reference
to
Exhibit
99-a
to
the
Company's
Registration
Statement
on

Form
F-6
(No.
333-191526),
filed
with
the
Commission
on
October
15,
2013).

2.3
Form
of
American
Depositary
Receipt
(included
in
Exhibit
2.2).

4.1† Cross
License
Agreement
between
voxeljet
AG
(formerly
known
as
Voxeljet
Technology
GmbH)
and
BEGO
Medical
GmbH,
dated
August
21,
2012
(English
translation)
(incorporated
by
reference
to
Exhibit
10.3
to
the
Company's
Registration
Statement
on
Form
F-1
(No.
333-191213),
filed
with
the
Commission
on
October
7,
2013).

4.2† Nonexclusive
Patent
License
and
Sublicense
Agreement
between
Z
Corporation
and
voxeljet
AG
(formerly
known
as
Voxeljet
Technology
GmbH),
dated
August
16,
2004
(incorporated
by
reference
to
Exhibit
10.4
to
the
Company's
Registration
Statement
on
Form
F-1
(No.
333-191213),
filed
with
the
Commission
on
October
7,
2013).

Table
of
Contents

Exhibit

Number

Description
of
Exhibit

4.3
First
Amendment
to
the
Nonexclusive
Patent
License
and
Sublicense
Agreement
between
Z
Corporation
and
voxeljet

AG
(formerly
known
as
Voxeljet
Technology
GmbH),
dated
March
31,
2011
(incorporated
by
reference
to
Exhibit
10.5
to
the
Company's
Registration
Statement
on
Form
F-1
(No.
333-191213),
filed
with
the
Commission
on
October
7,
2013).

4.4† Patent
and
Know-How
Transfer
Agreement
between
voxeljet
AG
(formerly
known
as
Generis
GmbH)
and
The
ExOne

Company
(formerly
known
as
Extrude
Hone
GmbH)
,
dated
June
27,
2003
(incorporated
by
reference
to
Exhibit
10.6
to
the
Company's
Registration
Statement
on
Form
F-1
(No.
333-191213),
filed
with
the
Commission
on
October
7,
2013).

4.5† Amendment
to
Patent
and
Know-How
Transfer
Agreement
between
voxeljet
AG
(formerly
known
as
Voxeljet

Technology
GmbH)
and
Prometal
RCT
GmbH,
dated
July
14,
2009
(incorporated
by
reference
to
Exhibit
10.7
to
the
Company's
Registration
Statement
on
Form
F-1
(No.
333-191213),
filed
with
the
Commission
on
October
7,
2013).

8.1* Subsidiaries
of
voxeljet
AG.

12.1* Certification
of
Chief
Executive
Officer
Pursuant
to
Section
302
of
the
Sarbanes-Oxley
Act
of
2002.

12.2* Certification
of
Chief
Financial
Officer
Pursuant
to
Section
302
of
the
Sarbanes-Oxley
Act
of
2002.

12.3* Certification
of
Chief
Executive
Officer
Pursuant
to
18
U.S.C.
Section
1350,
as
Adopted
Pursuant
to
Section
906
of
the

Sarbanes-Oxley
Act
of
2002.

12.4* Certification
of
Chief
Financial
Officer
Pursuant
to
18
U.S.C.
Section
1350,
as
Adopted
Pursuant
to
Section
906
of
the

Sarbanes-Oxley
Act
of
2002.

Filed
herewith.

Confidential
treatment
has
been
granted
with
respect
to
certain
portions
of
this
exhibit.
Omitted
portions
have
been
filed
separately
with
the
Securities
and
Exchange
Commission.

†

Table
of
Contents

The
registrant
hereby
certifies
that
it
meets
all
of
the
requirements
for
filing
on
Form
20-F
and
that
it
has
duly
caused
and
authorized
the
undersigned
to
sign
this
annual
report
on
its
behalf.

SIGNATURE

Date:
March
31,
2016

VOXELJET
AG

/s/
RUDOLF
FRANZ

Name:
Rudolf
Franz

Title:

Chief Financial Officer

Table
of
Contents

voxeljet
AG

INDEX
TO
FINANCIAL
STATEMENTS

Consolidated
Financial
Statements
of
voxeljet
AG:
Report
of
Independent
Registered
Public
Accounting
Firm
Consolidated
Statements
of
Financial
Position
as
of
December
31,
2015
and
2014
Consolidated
Statements
of
Comprehensive
Loss
for
the
years
ended
December
31,
2015,
2014,
and
2013
Consolidated
Statements
of
Changes
in
Equity
for
the
years
ended
December
31,
2015,
2014,
and
2013
Consolidated
Statements
of
Cash
Flows
for
the
years
ended
December
31,
2015,
2014,
and
2013
Notes
to
the
Consolidated
Financial
Statements

F-1

Page

F-2

F-3

F-4

F-5

F-6

F-7

Table
of
Contents

The
Supervisory
Board

voxeljet
AG:

REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM

We
have
audited
the
accompanying
consolidated
statements
of
financial
position
of
voxeljet
AG
and
subsidiaries
(the
"
Company ")
as
of
December
31,
2015
and
2014,
and
the
related
consolidated
statements
of
comprehensive
loss,
changes
in
equity,
and
cash
flows
for
each
of
the
years
in
the
three-year
period
ended
December
31,
2015.
These
consolidated
financial
statements
are
the
responsibility
of
the
Company's
management.
Our
responsibility
is
to
express
an
opinion
on
these
consolidated
financial
statements
based
on
our
audits.

We
conducted
our
audits
in
accordance
with
the
standards
of
the
Public
Company
Accounting
Oversight
Board
(United
States).
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement.
An
audit
includes
examining,
on
a
test
basis,
evidence
supporting
the
amounts
and
disclosures
in
the
financial
statements.
An
audit
also
includes
assessing
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
financial
statement
presentation.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.

In
our
opinion,
the
consolidated
financial
statements
referred
to
above
present
fairly,
in
all
material
respects,
the
financial
position
of
voxeljet
AG
and
subsidiaries
as
of
December
31,
2015
and
2014,
and
the
results
of
their
operations
and
their
cash
flows
for
each
of
the
years
in
the
three-year
period
ended
December
31,
2015,
in
conformity
with
International
Financial
Reporting
Standards
as
issued
by
the
International
Accounting
Standards
Board.

/s/
KPMG
AG
Wirtschaftsprüfungsgesellschaft

Munich,
Germany

March
31,
2016

F-2

Table
of
Contents

voxeljet
AG

CONSOLIDATED
STATEMENTS
OF
FINANCIAL
POSITION

Current
assets
Cash
and
cash
equivalents
Financial
assets
Trade
receivables
Inventories
Income
tax
receivables
Other
assets

Non-current
assets
Financial
assets
Intangible
assets
Goodwill
Property,
plant
and
equipment
Other
assets
Total
assets

Current
liabilities
Deferred
income
Trade
payables
Financial
liabilities
Other
liabilities
and
provisions

Non-current
liabilities
Deferred
income
Deferred
tax
liabilities
Financial
liabilites
Other
liabilities
and
provisions

Equity
Subscribed
capital
Capital
reserves
Accumulated
deficit
Accumulated
other
comprehensive
loss

Total
equity
and
liabilities

F-3

Notes

8.9

Notes

Year
Ended

December
31,

2015
2014
(€
in
thousands)

46,550

2,086

31,746

3,348

7,841

1,475

23,570

206

627

1,273

21,383

70,120

58,509

8,031

41,142

3,148

5,247

876

22,586

247

1,315

1,558

19,466

—

81,095

Year
Ended

December
31,

2014

2015
(€
in
thousands)

6,402

472

1,759

1,150

3,021

5,567

469

2,326

1,241

1,531

2,249

397

1,291

560

4,228

826

213

2,263

926

61,469

3,720

75,671

(17,684)

(238)

71,300

3,720

75,671

(8,090)
(1)

70,120

81,095

Table
of
Contents

voxeljet
AG

CONSOLIDATED
STATEMENTS
OF
COMPREHENSIVE
LOSS

Notes

Revenues
Cost
of
sales
Gross
profit
Selling
expenses
Administrative
expenses
Research
and
development
expenses
Other
operating
expenses
Other
operating
income
Operating
loss
Finance
expense
Finance
income
Financial
result
Loss
before
income
taxes
Income
tax
(expense)
benefit
Loss
Other
comprehensive
loss
to
be
reclassified
to
profit
or
loss
in

subsequent
periods
Total
comprehensive
loss
Weighted
average
number
of
ordinary
shares
outstanding
Loss
per
share—basic/
diluted
(EUR)

F-4

Year
Ended
December
31,
2014
(€
in
thousands,
except
share
and
share
data)

2015

2013

16,163

(9,838)

6,325

(3,746)

(4,026)

(4,027)

(101)

1,384

(4,191)

(472)

299

(173)

(4,364)

(4,332)

11,688

(7,045)
4,643

(2,640)
(1,676)
(2,651)
(583)
894

(2,013)
(380)
37

(343)
(2,356)
(358)
(2,714)

24,064

(17,147)

6,917

(6,922)

(5,178)

(5,470)

(888)

2,130

(9,411)

(277)

158

(119)

(9,530)

(64)

(9,594)

(237)

(9,831)

3,720,000

3,555,616

(2.58)

(1.22)

(1)

(4,333)

—

(2,714)

2,252,000

(1.21)

Table
of
Contents

voxeljet
AG

CONSOLIDATED
STATEMENTS
OF
CHANGES
IN
EQUITY

Subscribed

capital

Capital

reserves

Accumulated

deficit

Accumulated
other

comprehensive
loss

Total

equity

(€
in
thousands)

Balance
at
January
1,
2013
Loss
for
the
period
Reorganization
Initial
public
offering
Balance
at
December
31,
2013
Balance
at
January
1,
2014
Loss
for
the
period
Follow-on
public
offering
Net
changes
in
fair
value
of
available
for
sale
financial

assets

Foreign
currency
translation
Balance
at
December
31,
2014
Balance
at
January
1,
2015
Loss
for
the
period
Net
changes
in
fair
value
of
available
for
sale
financial

assets

Foreign
currency
translation
Balance
at
December
31,
2015

1,000

—

1,000

1,120

3,120

—

600

—

3,720

—

1,262

—

(950)

45,726

46,038

—

29,633

—

75,671

—

(1,044)

(2,714)

—

(3,758)

(4,332)

—

(8,090)

(9,594)

—

3,720

—

75,671

—

(17,684)

F-5

—

1,218

(2,714)
50

46,846

45,400

(4,332)

30,233

(47)
(47)

(1)
71,300

(9,594)
—

(213)

(24)

(213)
(24)
(238)
61,469

Table
of
Contents

voxeljet
AG

CONSOLIDATED
STATEMENTS
OF
CASH
FLOWS

2015

Year
Ended
December
31,
2014
(€
in
thousands)

2013

Cash
Flow
from
operating
activities
Loss
for
the
period
Depreciation
and
amortization
Impairment
losses
on
intangible
assets
Disposal
of
Goodwill
Impairment
losses
on
inventories
Noncash
sale
to
customer
in
exchange
for
customer
loans
Proceeds
from
customer
loans
Changes
in
deferred
income
taxes
Loss
on
disposal
of
assets
Deferred
income

Change
in
working
capital
Trade
and
other
receivables
and
current
assets
Inventories
Trade
payables
Other
liabilities
and
provisions
Income
tax
payable/receivables
Total

Cash
Flow
from
investing
activities

Proceeds
from
disposal
of
property,
plant
and
equipment
and
intangible
assets
Payments
to
acquire
property,
plant
and
equipment
and
intangible
assets
Net
proceeds
from
disposal
of
(payments
to
acquire)
financial
assets
Business
combination,
net
of
cash
and
cash
equivalents
acquired
Total

Cash
Flow
from
financing
activities

Repayment
from
bank
overdrafts
and
lines
of
credit
Proceeds
(redemption)
from
sale
and
leaseback
Repayment
of
finance
lease
Repayment
of
long-term
debt
Reorganization
Proceeds
from
borrowings
Proceeds
from
issuance
of
shares
Total

(9,594)

2,982

689

129

1,118

—

1,091

(67)

(781)

(7,588)

(839)

(7,655)

(584)

1,479

(11,950)

(4,332)

2,143

—

(931)

191

—

183

(665)

(1,609)

(1,745)

(1,305)

823

632

(14)

(5,020)

(2,714)
1,493

—

(1,386)
92

358

—

(686)

1,203

(1,304)
(836)
942

2,403

(2)
(1,640)

—

427

(1,402)

8,092

—

7,117

—

(2,684)
(11,176)
(273)
—

(47,044)
(11,449)

(43,395)

(965)

(64)

(816)

(16)

(203)

—

(308)

—

(1,419)

(2,725)

—

800

30,233

(1,099)
26,581

(707)
1,900

(1,503)
(339)
50

—

46,846

46,247

Net
increase
(decrease)
in
cash
and
cash
equivalents

(5,932)
(25,483)
33,158

Cash
and
cash
equivalents
at
beginning
of
period
Changes
to
cash
due
to
consolidation
items
Changes
to
cash
and
equivalents
due
to
foreign
exchanges
rates
Cash
and
cash
equivalents
at
end
of
period

Supplemental
Cash
Flow
Information
Interest
(received)
paid
net
Income
taxes
paid
net

F-6

8,031

—

(13)

2,086

33,459

8,031

301

—

33,459

126

—

(43)

—

314

129

Table
of
Contents

Basis
of
preparation

1.
The
reporting
entity

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS

voxeljet AG
(in
the
following
referred
to
as
'
voxeljet' ,
'Group',
or
the
'Company') is
a
high-tech
company
headquartered
in
Friedberg,
Germany.
The
Company consists
of
voxeljet
AG
(formerly
Voxeljet
Technology
GmbH),
voxeljet
America
Inc.
(
voxeljet America ),
voxeljet
UK
Ltd.
(
voxeljet UK )
and
voxeljet
India
Pvt.
Ltd.
(
voxeljet India, established in November 2015 ).
voxeljet
AG
owns
100%
of
the
issued
and
outstanding
shares
of
voxeljet America ,
voxeljet UK and
voxeljet India. As
a
manufacturer
of
three-dimensional
("3D")
printing
systems,
voxeljet specializes
in
the
development,
production
and
distribution
of
industrial
printing
machines
and
the
sale
of
customized
printed
products
to
industrial
customers.
The
Company operates
in
two
business
divisions:
Systems
and
Services.
The
voxeljet Systems
business
division
creates
innovative
3D
printers.
Today,
voxeljet has
a
product
range
that
reaches
from
smaller
entry
models
to
large-format
machines,
and
therefore
offers
3D
printer
systems
for
a
wide
range
of
application
areas.

Through
its
Services
business
division,
the
Company also
offers
customized
printed
products
such
as
sand
molds
and
plastic
models
based
on
CAD
data
through
its
'on-demand
production'
service
center.
In
addition,
the
Company offers
casting
services
to
its
customers.
In
those
cases,
the
casting
process
is
performed
by
external
suppliers
supported
by
voxeljet's molds
and
models.
Small-batch
and
prototype
manufacturers
utilize
the
Company's machines
for
the
automatic,
patternless
manufacture
of
their
casting
molds
and
3D
models.
The
Company's customer
base
includes
automotive
manufacturers
and
suppliers
as
well
as
companies
from
the
arts
and
design
industries.

2.
Preparation
of
financial
statements

The
consolidated
financial
statements
of
the
Group
have
been
prepared
in
accordance
with
International
Financial
Reporting
Standards
(IFRS)
as
set
forth
by
the
International
Accounting
Standards
Board
(IASB)
and
interpretations
of
the
IFRS
Interpretations
Committee
(IFRIC).
The
designation
IFRS
also
includes
all
valid
IAS;
the
designation
IFRIC
also
includes
all
valid
interpretations
of
the
Standing
Interpretations
Committee
(SIC).

The
consolidated
financial
statements
were
authorized
for
issue
by
the
Management
Board
on
March
31,
2016.

The
consolidated
statement
of
financial
position
is
structured
in
accordance
with
IAS
1,
separating
current
from
non-current
assets
and
liabilities.
Assets
and
liabilities
are
classified
as
current
if
they
are
expected
to
be
realized
within
twelve
months
after
period
end.
These
consolidated
financial
statements
were
prepared
on
the
basis
of
historical
cost
except
for
the
following
items,
which
are
measured
on
an
alternative
basis
on
each
reporting
date.

Available-for-sale
financial
assets
Liabilities
for
cash-settled
share-based
payment
arrangements
Monetary
assets
and
liabilities
denominated
in
foreign
currencies

Fair
value

Translated
at
period-end
exchange
rates

The
consolidated
financial
statements
are
presented
in
thousands
of
Euros
(kEUR)
except
where
otherwise
stated.
Due
to
rounding,
numbers
presented
throughout
these
notes
may
not
add
up
precisely
to
the
totals
provided
and
percentages
may
not
precisely
reflect
the
absolute
figures.

F-7

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

2.
Preparation
of
financial
statements
(Continued)

The
consolidated
financial
statements
have
been
prepared
on
the
assumption
that
the
Group
will
continue
as
a
going
concern.

3.
Summary
of
significant
accounting
policies

The
principal
accounting
policies
applied
in
the
preparation
of
these
financial
statements
are
set
out
below.
These
policies
have
been
consistently
applied
to
all
fiscal
years
presented.

Business
combinations

Business
combinations
are
accounted
for
using
the
acquisition
method
as
at
the
acquisition
date
when
control
is
transferred
to
the
Group.
Consideration
paid
is
allocated
to
the
assets
acquired
and
liabilities
assumed,
with
any
excess
amount
recorded
as
goodwill.

Consolidation

Subsidiaries
are
entities
controlled
by
the
Group.
The
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
affect
those
returns
through
its
power
over
the
entity.
The
financial
statements
of
subsidiaries
are
included
in
the
consolidated
financial
statements
from
the
date
that
control
commences
until
the
date
that
control
ceases.

Intercompany
balances
and
transactions
are
eliminated
in
preparing
the
consolidated
financial
statements.

Recognition
of
income
and
expenses

Revenues

Revenue
from
the
sale
of
new
or
refurbished
3D
printers
is
recognized
upon
the
transfer
of
risks
and
rewards
of
ownership
to
the
buyer,
which
is
upon
completion
of
the
installation
of
the
3D
printers
at
the
customer
site
and
evidenced
through
final
acceptance
by
the
customer.
The
Company also
recognizes
revenue
from
printers,
which
are
provided
to
customers
under
operating
leases.
Deferred
revenue
from
those
transactions
is
recognized
monthly
on
a
straight-line
basis.
Revenue
from
the
sale
of
custom-ordered
printed
products,
consumables,
or
spare
parts
and
other
machine
parts
is
recognized
upon
transfer
of
title,
generally
upon
shipment.
Revenue
for
all
deliverables
in
sales
arrangements
is
recognized
to
the
extent
that
it
is
probable
that
the
economic
benefit
arising
from
the
ordinary
activities
of
the
business
will
flow
to
the
Company and
provided
that
the
amount
of
revenue
and
the
costs
incurred
or
to
be
incurred
in
respect
of
the
sale
can
be
measured
reliably.
Revenue
is
measured
at
the
fair
value
of
the
consideration
received
or
receivable,
which
is
fixed
at
the
time
of
recognition
of
revenue.
In
instances
where
revenue
recognition
criteria
are
not
met,
amounts
are
recorded
as
deferred
income
in
the
accompanying
statements
of
financial
position.

The
Group
provides
customers
with
a
standard
warranty
agreement
on
all
machines
for
up
to
one
year.
The
warranty
is
not
treated
as
a
separate
service
because
the
warranty
is
an
integral
part
of
the
sale
of
the
machine.
The
provision
associated
with
these
warranty
obligations
was
not
significant
in
2015
or
2014.

After
the
initial
one
year
warranty
period,
the
Group
offers
its
customers
optional
maintenance
contracts.
Maintenance
contracts
are
provided
for
a
period
of
twelve
months
and
automatically

F-8

Table
of
Contents

3.
Summary
of
significant
accounting
policies
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

extended
for
another
twelve
months
if
not
cancelled
on
a
timely
basis.
Maintenance
service
revenue
is
recognized
on
a
straight-line
basis
under
the
contractual
term.

Shipping,
packaging
and
handling
costs
billed
to
customers
for
machine
sales
and
sales
of
printed
products
and
consumables
are
included
in
revenue
in
the
consolidated
statements
of
comprehensive
loss.
Costs
incurred
by
the
Company associated
with
shipping,
packaging
and
handling
are
included
in
selling
expenses
in
the
consolidated
statements
of
comprehensive
loss.

The
Company's terms
of
sale
generally
require
payment
within
30
to
60
days
after
shipment
of
a
product,
although
the
Company also
recognizes
that
longer
payment
periods
are
customary
in
some
countries
where
it
transacts
business.
To
reduce
credit
risk
in
connection
with
machine
sales,
the
Company may,
depending
upon
the
circumstances,
require
significant
deposits
prior
to
shipment.
In
some
circumstances,
the
Company may
require
payment
in
full
for
its
products
prior
to
shipment
and
may
require
international
customers
to
furnish
letters
of
credit.
These
deposits
are
reported
as
customer
deposits
included
in
other
liabilities
and
provisions
in
the
accompanying
statements
of
financial
position.
Occasionally,
the
Company provides
loans
for
all
or
a
portion
of
the
purchase
price
of
a
machine
sold
by
the
Systems
segment.
Services
under
maintenance
contracts
are
billed
to
customers
in
advance
on
a
monthly,
quarterly,
or
annual
basis,
depending
on
the
contract
and
are
included
in
deferred
income
in
the
statement
of
financial
position.

In
the
course
of
the
Company's ordinary
business
activities
refurbished
3D
printers,
which
were
operating
in
the
Services
segment
on
average
for
1.5
to
2.5
years,
are
routinely
sold
to
customers.
These
3D
printers
were
operated
in
the
production
of
manufacturing
products
ordered
by
customers.
Prior
to
their
sale,
these
3D
printers
are
generally
fully
refurbished,
which
includes
setting
up
a
new
printhead.
Proceeds
from
the
sale
of
such
refurbished
3D
printers
are
recognized
as
revenue.
The
incurred
costs
and
revenues
are
reported
within
the
Systems
segment.

Sales
agents
are
used
in
connection
with
the
sale
of
3D
printers.
These
sales
agents
receive
a
sales
commission
based
on
a
percentage
of
the
sale
price
for
each
sale
initiated
by
them.
Generally,
the
commission
is
paid
only
after
the
customer
has
paid
the
final
invoice.

Research and development expenses

The
Company is
continuously
involved
in
the
research
and
development
of
new
methods
and
technologies
relating
to
its
products.
All
research
and
development
costs
are
charged
to
expense
as
incurred.

Government
grants

Government
grants
awarded
for
project
funding
are
recorded
within
other
operating
income
in
the
consolidated
statement
of
comprehensive
loss
if
the
related
research
and
development
costs
have
been
incurred
and
provided
that
the
conditions
for
the
funding
have
been
met.
Until
then,
amounts
received
under
government
grants
are
recorded
as
deferred
income
in
the
statement
of
financial
position.

Leases

Finance
leases
consist
primarily
of
borrowings
associated
with
sale
and
leaseback
transactions
involving
3D
printers
that
were
manufactured
and
used
within
the
Services
segment.
Additionally,
the
Company has
entered
into
finance
lease
agreements
for
3D
printers
manufactured
by
others.
Maturities
of
the
finance
leases
extend
to
2020.
Leased
assets
are
recognized
at
the
lower
of
fair
value
or
the

F-9

Table
of
Contents

3.
Summary
of
significant
accounting
policies
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

present
value
of
minimum
lease
payments
and
depreciated
over
the
asset's
estimated
useful
life.
Assets
under
finance
leases
are
included
in
"Property,
plant
and
equipment"
in
the
statement
of
financial
position.
Gains
on
sale
and
leaseback
transactions
are
recorded
as
deferred
income
in
the
statement
of
financial
position
and
recognized
as
"Other
operating
income"
over
the
respective
lease
term.

Operating
leases
consist
of
various
lease
agreements
for
the
rental
of
manufacturing
facilities,
office
and
warehouse
space,
vehicles,
and
office
and
IT
equipment,
expiring
in
various
years
through
2020.
Rent
expense
under
operating
leases
is
charged
to
profit
or
loss
on
a
straight-line
basis
over
the
term
of
the
lease.
voxeljet also
rents
certain
of
its
3D
printers
to
customers
under
operating
leases.

In
2015,
voxeljet leased
five
3D
printers
(2014:
three
3D
printers
and
2013:
four
3D
printers)
to
customers
under
operating
leases.
Rental
income
is
recognized
on
a
straight-line
basis
over
the
term
of
the
lease
as
revenue
and
is
reported
within
the
Systems
segment.

Long
Term
Cash
Incentive
Plan

voxeljet has
a
Long-Term
Cash
Incentive
Plan
("LTCIP"),
a
cash-settled
share-based
payment
arrangement,
that
provides
for
cash
awards
to
non-executive
employees.
Compensation
cost
is
determined
based
on
the
grant-date
fair
value
of
the
awards
and
recognized,
net
of
estimated
forfeitures
due
to
termination
of
employment,
on
a
straight-line
basis
over
the
requisite
service
period
of
the
award
and
depending
on
the
evaluation
of
certain
performance
and
market
conditions.
The
requisite
service
period
is
generally
the
vesting
period
stated
in
the
award.
The
liability
for
these
awards
is
measured
at
fair
value
at
each
reporting
date
until
settlement
and
is
classified
within
"other
liabilities
and
provisions
in
the
consolidated
statement
of
financial
position.

Foreign
currencies

The
financial
statements
are
presented
in
Euros,
the
functional
currency
of
voxeljet AG .

Monetary
transactions
denominated
in
foreign
currencies
are
translated
to
Euros
at
the
exchange
rates
prevailing
on
the
transaction
date.

The
financial
statements
of
foreign
subsidiaries
are
translated
using
the
concept
of
the
functional
currency
in
accordance
with
IAS
21.
The
assets
and
liabilities
of
foreign
subsidiaries
are
translated
at
the
spot
rate
at
the
end
of
the
period,
while
their
income
statement
items
are
translated
at
average
exchange
rates
for
the
respective
periods.
All
resulting
exchange
differences
are
recognized
in
other
comprehensive
income.
Gains
and
losses
on
foreign
currency
transactions
are
shown
within
other
operating
income
and
other
operating
expenses,
respectively,
in
the
consolidated
statement
of
comprehensive
loss.

The
loans
provided
to
voxeljet AG 's
subsidiaries
voxeljet UK and
voxeljet America are
not
considered
as
net
investment.
Consequently,
gains
or
losses
from
foreign
exchange
differences
thereon
are
recognized
in
other
operating
income
or
expenses.

F-10

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

3.
Summary
of
significant
accounting
policies
(Continued)

The
exchange
rates
that
are
most
relevant
for
voxeljet`s consolidated
financial
statements
are
as
follows:

Average
exchange
rates
to
Euro

Year
Ended
December
31,
2015
2014
2013

Year
end
exchange
rates
to
Euro

Year
Ended
December
31,
2015
2014
2013

Income
Tax

Average
Rate

USD

1.1096

1.2329

1.3303

GBP

0.7258

0.8064

0.8493

Year
End
Rate

USD

1.0859

1.2101

1.3779

GBP

0.7340

0.7789

0.8363

Income
tax
expense
(benefit)
consists
of
current
and
deferred
tax
expense
and
benefit
in
accordance
with
IAS
12.

Current
income
tax
expense
(benefit)
is
based
on
taxable
profit
(loss)
for
the
year.
Taxable
profit
(loss)
differs
from
profit
(loss)
as
reported
in
the
statements
of
comprehensive
income
(loss)
because
it
excludes
items
of
income
or
expense
that
are
taxable
or
deductible
in
other
years
and
further
excludes
items
that
are
never
taxable
or
deductible.
Current
income
tax
expense
(benefit)
is
calculated
using
tax
rates
that
have
been
enacted
or
substantively
enacted
by
the
end
of
the
respective
reporting
period.

Deferred
income
tax
expense
(benefit)
is
recognized
on
temporary
differences
between
the
carrying
amounts
of
assets
and
liabilities
in
the
statement
of
financial
position
and
the
corresponding
tax
basis
used
in
the
computation
of
taxable
profit
(loss).

Deferred
tax
liabilities
are
generally
recognized
for
all
taxable
temporary
differences
and
deferred
tax
assets,
including
for
carry
forward
losses
to
the
extent
that
it
is
probable
that
taxable
profits
will
be
available
against
which
deductible
temporary
differences
can
be
utilized.
The
carrying
amount
of
deferred
tax
assets
is
reviewed
at
the
end
of
each
reporting
period
and
reduced
to
the
extent
that
it
is
no
longer
more
probable
than
not
that
sufficient
taxable
profits
will
be
available
to
allow
all
or
a
part
of
the
assets
to
be
recovered.

Deferred
tax
expense
(benefit)
is
calculated
at
the
tax
rates
that
are
expected
to
apply
in
the
periods
when
the
liability
is
settled
or
the
asset
is
realized,
based
on
tax
rates
(and
tax
regulations)
that
have
been
enacted
or
substantively
enacted
by
the
end
of
the
reporting
period.
The
measurement
of
deferred
tax
liabilities
and
assets
reflects
the
tax
consequences
that
would
follow
from
the
manner
in
which
the
Company expects,
at
the
end
of
the
reporting
period,
to
recover
or
settle
the
carrying
amount
of
its
assets
and
liabilities.
Deferred
tax
expense
(benefit)
is
charged
or
credited
to
profit
or
loss,
except
when
it
relates
to
items
charged
or
credited
directly
to
equity,
in
which
case
the
deferred
taxation
is
also
recorded
to
equity.

F-11

Table
of
Contents

3.
Summary
of
significant
accounting
policies
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

Deferred
tax
assets
and
liabilities
are
offset
when
there
is
a
legally
enforceable
right
to
set
off
tax
assets
against
tax
liabilities
and
when
they
relate
to
income
taxes
levied
by
the
same
taxation
authority
and
the
Company intends
to
settle
its
current
tax
assets
and
liabilities
on
a
net
basis.

Intangible
Assets

Intangible
assets,
including
software,
licenses
and
customer
relationships,
that
are
acquired
by
the
Company and
have
a
finite
useful
life
are
measured
at
cost
less
accumulated
amortization
and
any
impairment
losses.
Amortization
for
intangible
assets
with
finite
useful
lives
is
recognized
on
a
straight-line
basis
over
their
useful
lives.
The
amortization
for
the
customer
list
and
digital
library
arising
from
the
purchase
price
allocation
related
to
the
acquisition
of
our
subsidiary
voxeljet
UK ,
was
presented
within
selling
expenses
and
cost
of
sales,
respectively.
Goodwill
arising
from
the
acquisition
of
subsidiaries
is
not
amortized
and
is
measured
at
cost
less
accumulated
impairment
losses.
Goodwill
is
tested
annually
for
impairment.

The
estimated
useful
economic
lives
of
acquired
intangible
assets
are
presented
in
the
following
table:

USEFUL
LIFE
OF
INTANGIBLE
ASSETS

Software
Licences
Customer
list
Digital
library

3-5
years
6-8
years
3
years
3
years

An
intangible
asset
is
derecognized
upon
disposal
or
when
no
future
economic
benefits
are
expected
to
arise
from
the
continued
use
of
the
asset.
Any
gain
or
loss
arising
on
derecognition
of
the
asset
(calculated
as
the
difference
between
the
net
disposal
proceeds
and
the
carrying
amount
of
the
item)
is
included
in
profit
or
loss
in
the
period
in
which
the
item
is
derecognized.

Property,
Plant
and
Equipment

Property,
plant
and
equipment
is
carried
at
acquisition
or
manufacturing
cost
(for
internally
manufactured
printers
used
in
the
Services
segment)
and
depreciated
on
a
straight-line
basis
over
the
estimated
useful
lives
of
the
related
assets,
taking
into
account
estimated
residual
values.
Realized
gains
and
losses
are
recognized
upon
disposal
or
retirement
of
the
related
assets
and
are
reflected
within
other
operating
income
or
other
operating
expenses
in
the
consolidated
statement
of
comprehensive
loss.
Subsequent
expenditures
are
capitalized
only
if
it
is
probable
that
voxeljet will
receive
additional
economic
benefits
from
the
particular
asset
associated
with
these
expenditures,
and
the
costs
can
be
determined
reliably.
Repair
and
maintenance
expenditures
are
expensed
as
incurred.
Leased
assets
are
depreciated
over
the
shorter
of
the
lease
term
and
their
useful
lives
unless
it
is
reasonably
certain
that
the
Company will
obtain
ownership
by
the
end
of
the
lease
term.
Land
is
not
depreciated.
Additions
to
property,
plant
and
equipment
relating
to
self-constructed
3D
printers
are
considered
non-cash
transactions.

F-12

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

3.
Summary
of
significant
accounting
policies
(Continued)

The
estimated
useful
economic
lives
of
items
of
property,
plant
and
equipment
are
as
follows:

USEFUL
LIFE
OF
PROPERTY,
PLANT
AND
EQUIPMENT

Leasehold
improvements
Buildings
Plant
and
machinery
Printers
leased
to
customers
under
operating
lease
Other
facilities,
machinery
and
factory
equipment
Office
equipment

6-9
years
33
years
7-8
years
7-8
years
2-20
years
3-12
years

Useful
lives,
depreciation
methods
and
residual
values
are
reviewed
at
least
annually
and,
in
case
they
change
significantly,
depreciation
charges
for
current
and
future
periods
are
adjusted
accordingly.

Inventories

Raw materials

Raw
materials
are
measured
at
the
lower
of
acquisition
cost,
as
determined
on
the
first-in,
first-out
(FIFO)
method,
and
net
realizable
value.

Work in progress and finished goods

Net
realizable
value
is
defined
as
the
estimated
selling
price
in
the
ordinary
course
of
business
less
the
estimated
costs
of
completion
and
the
estimated
costs
necessary
to
make
the
sale.
For
purposes
of
determining
net
realizable
value,
selling
expenses
include
all
costs
expected
to
be
incurred
to
make
the
sale,
primarily
shipping,
packaging
and
handling
as
well
as
commissions.

Obsolete
inventories
are
written
off
directly
into
cost
of
sales.

Impairment
of
non-financial
assets

The
Company assesses
at
the
end
of
each
reporting
period
whether
there
is
an
indication
that
a
non-financial
asset
may
be
impaired.
The
asset
is
tested
for
impairment
if
there
are
indicators
that
the
carrying
amounts
may
not
be
recoverable.
An
impairment
loss
is
recognized
in
the
amount
by
which
the
asset's
carrying
amount
exceeds
its
recoverable
amount.
The
recoverable
amount
is
defined
as
the
higher
of
an
asset's
fair
value
less
cost
to
sell
and
its
value
in
use.

If
the
fair
value
less
cost
to
sell
cannot
be
determined,
or
if
it
is
lower
than
the
carrying
amount,
the
value
in
use
is
calculated.
The
value
in
use
is
calculated
by
discounting
the
future
expected
cash
flows
at
a
risk-adequate
pre-tax
interest
rate,
current
and
expected
future
cash
flows
are
taken
into
account,
together
with
technological,
economic
and
general
development
trends,
on
the
basis
of
approved
and
adjusted
financial
plans.

F-13

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

3.
Summary
of
significant
accounting
policies
(Continued)

Financial
instruments

Non-derivative financial assets and liabilities

The
Company classifies
non-derivative
financial
assets
into
the
following
categories:
financial
assets
at
fair
value
through
profit
or
loss,
held-to-maturity
financial
assets,
loans
and
receivables
and
available-for-sale
financial
assets.

Available-for-sale
financial
assets
are
initially
measured
at
fair
value
plus
any
directly
attributable
transaction
costs.
Subsequent
to
initial
recognition,
they
are
measured
at
fair
value
and
changes
therein,
other
than
impairment
losses
and
foreign
currency
differences
on
debt
instruments,
are
recognized
in
other
comprehensive
income
and
accumulated
in
the
fair
value
reserve.
When
these
assets
are
derecognized,
the
gain
or
loss
accumulated
in
equity
is
reclassified
to
profit
or
loss
in
other
operating
income
or
expense.

Loans
and
receivables
are
financial
assets
with
fixed
or
determinable
payments
that
are
not
quoted
in
an
active
market.
Such
assets
are
recognized
initially
at
fair
value.
Subsequent
to
initial
recognition,
loans
and
receivables
are
measured
at
amortized
cost
using
the
effective
interest
method,
less
any
impairment
losses.

Non-derivative
financial
liabilities
are
initially
measured
at
fair
value
less
any
directly
attributable
transaction
costs.
Subsequent
to
initial
recognition,
these
liabilities
are
measured
at
amortized
cost
using
the
effective
interest
method.
The
Company does
not
elect
to
measure
financial
liabilities
at
fair
value
through
profit
or
loss.

Impairment

Financial
assets
not
classified
as
at
fair
value
through
profit
or
loss
are
assessed
at
each
reporting
date
to
determine
whether
there
is
objective
evidence
of
impairment.

For
financial
assets
measured
at
amortized
cost,
an
impairment
loss
is
calculated
as
the
difference
between
an
asset's
carrying
amount
and
the
present
value
of
the
estimated
future
cash
flows
discounted
at
the
asset's
original
effective
interest
rate.
Losses
are
recognized
in
profit
or
loss
and
reflected
in
an
allowance
account.
When
the
Group
considers
that
there
are
no
realistic
prospects
of
recovery
of
the
asset,
the
relevant
amounts
are
written
off.
If
the
amount
of
impairment
loss
subsequently
decreases
and
the
decrease
can
be
related
objectively
to
an
event
occurring
after
the
impairment
was
recognized,
then
the
previously
recognized
impairment
loss
is
reversed
through
profit
or
loss.

Impairment
losses
on
available-for-sale
financial
assets
are
recognized
by
reclassifying
the
losses
accumulated
in
the
fair
value
reserve
to
profit
or
loss.
The
amount
reclassified
is
the
difference
between
the
acquisition
cost
(net
of
any
principal
repayment
and
amortization)
and
the
current
fair
value,
less
any
impairment
loss
previously
recognized
in
profit
or
loss.

Cash and cash equivalents

Cash
and
cash
equivalents
are
short-term
bank
deposits
and
are
not
subject
to
a
significant
risk
of
change
in
value.

F-14

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

3.
Summary
of
significant
accounting
policies
(Continued)

Deferred
income

Deferred income from sale and leaseback

Gains
resulting
from
deferred
income
from
3D
printers
sold
and
leased
back
under
finance
leases
are
recognized
within
other
operating
income
in
the
consolidated
statement
of
comprehensive
loss
over
the
respective
lease
term.

Deferred income from extended warranty contracts

Extended
warranty
contract
revenue
is
recognized
on
a
straight-line
basis
per
month
as
the
costs
of
providing
services
incurred
under
the
contracts
generally
do
not
vary
significantly
over
the
contract
term.

Earnings
(loss)
per
share

Basic
earnings
per
share
amounts
are
calculated
by
dividing
profit
(loss)
by
the
weighted
average
number
of
ordinary
shares
outstanding.
There
are
no
dilutive
instruments
issued
and
outstanding.

4.
New
standards
and
interpretations
not
yet
adopted

The
IASB
issued
a
number
of
new
IFRS
standards
which
are
required
to
be
adopted
in
annual
periods
beginning
after
December
31,
2015.

Standard
IFRS
10,12,
IAS
28
IFRS
14
IAS
1
IAS
16,
IAS
38
IFRS
11
IAS
27
IAS
16,
IAS
41
Improvements
to
IFRS
(2012-

2014)
IAS
12
IFRS
15
IFRS
9
IFRS
16

IFRS
10,
IAS
28

Effective
date

Descriptions

01/2016
Amendments
Investment
Entities:
Applying
the
Consolidation
Exception
01/2016
Regulatory
Deferral
Accounts
01/2016
Amendments
Disclosure
Initiative
01/2016
Clarification
of
Acceptable
Methods
of
Depreciation
and
Amortisation
01/2016
Amendment
Accounting
for
Acquisitions
of
Interests
in
Joint
Operations
01/2016
Amendment
Equity
Method
in
Separate
Financial
Statements
01/2016
Amendment
Agriculture:
Bearer
Plants

IFRS
5,
7,
IAS
19,
34

01/2016

01/2017
Amendments
Recognition
of
Deferred
Tax
Assets
for
Unrealised
Losses
01/2018
Revenue
from
Contracts
with
Customers
01/2018
Financial
Instruments
01/2019
Leases

indefinite

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

The
Company has
not
yet
determined
what
impact
the
new
standards,
amendments
or
interpretations
will
have
on
the
financial
statements.

F-15

Table
of
Contents

5.
Critical
accounting
judgment
and
key
sources
of
estimation
and
uncertainty

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

In
the
process
of
applying
the
Company' s
accounting
policies,
Management
is
required
to
make
judgments,
estimates
and
assumptions
about
the
carrying
amounts
of
assets
and
liabilities
that
are
not
readily
apparent
from
other
sources.
These
estimates
and
associated
assumptions
are
based
on
the
knowledge
available
as
of
the
preparation
date
of
the
financial
statements
and
historical
experiences
as
well
as
other
factors
that
are
considered
to
be
relevant.
The
estimates
and
underlying
assumptions
are
reviewed
on
an
ongoing
basis.

Developments
outside
Management's
control
may
cause
actual
amounts
to
differ
from
the
original
estimates.
In
that
case,
the
underlying
assumptions
and,
if
necessary,
the
carrying
amounts
of
the
pertinent
assets
and
liabilities
are
adjusted
accordingly.
Revisions
to
accounting
estimates
are
recognized
in
the
period
in
which
the
estimate
is
revised,
if
the
revision
affects
only
that
period,
or
in
the
period
of
the
revision
and
future
periods,
if
the
revision
affects
both
current
and
future
periods.

The
assumptions
and
estimates
refer
primarily
to
the
recognition
of
revenue,
the
determination
of
the
useful
lives
of
property,
plant
and
equipment,
the
application
of
the
criteria
for
recognizing
finance
leases,
the
realization
of
receivables
and
customer
loans,
measurement
of
inventory,
the
recognition
and
measurement
of
provisions,
the
recognition
and
measurement
of
share
based
payment
liabilities
(LTCIP),
and
the
impairment
of
goodwill.

The
key
assumptions
concerning
the
future
and
other
key
sources
of
estimation
uncertainty
at
the
end
of
the
reporting
period,
that
have
a
significant
risk
of
causing
a
material
adjustment
to
the
carrying
amounts
of
assets
and
liabilities
within
the
next
financial
year
are
discussed
below.

Revenue
recognition

Revenue
on
sales
of
machines
is
recognized
when
the
significant
risks
and
rewards
of
ownership
are
transferred
to
the
customer,
the
amount
of
revenue
and
cost
incurred
or
to
be
incurred
can
be
measured
reliably
and
it
is
probable
that
the
economic
benefits
associated
with
the
sale
will
flow
to
the
Company. On
occasion,
we
grant
a
loan
for
a
portion
or
all
of
the
purchase
price
of
a
machine
to
a
customer.
We
recognize
revenue
on
such
sales
when
it
is
probable
that
we
will
obtain
the
economic
benefits
from
the
transaction.
In
these
situations,
we
analyze
the
credit
risk
associated
with
the
customer
based
on
all
available
information
and
the
outstanding
balance
to
determine
the
risk.
The
amount
of
revenue
comprises
the
fair
value
of
the
consideration
received,
including
future
payments
under
the
loan
agreement.
We
typically
retain
legal
title
to
our
machines
until
receipt
of
all
consideration
to
protect
the
collectability
of
any
outstanding
balances
due,
which
does
not
preclude
a
conclusion
that
the
significant
risks
and
rewards
of
ownership
have
transferred.

Useful
lives
of
intangible
assets
and
property,
plant
and
equipment

The
estimated
useful
lives
and
amortization
or
depreciation
methods
for
intangible
assets
and
property,
plant
and
equipment
are
based
on
the
experience
of
the
Company with
similar
assets
that
are
used
in
a
similar
way.
Additional
amortization
or
depreciation,
as
applicable,
is
recorded
if
the
estimated
useful
lives
and/or
the
residual
values
are
different
from
the
previous
estimation.

Criteria
for
classifying
leases

A
finance
lease
is
an
arrangement
that
transfers
substantially
all
the
risks
and
rewards
incident
to
ownership
of
an
asset
to
the
lessee.
Whether
a
lease
is
a
finance
lease
or
an
operating
lease
depends

F-16

Table
of
Contents

5.
Critical
accounting
judgment
and
key
sources
of
estimation
and
uncertainty
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

on
the
substance
of
the
transaction
rather
than
the
form
of
the
contract.
The
criteria
to
classify
a
lease
as
a
finance
lease
are
as
follows
(one
criterion
is
sufficient
to
meet
the
classification
as
a
finance
lease):

the
lease
transfers
ownership
of
the
asset
to
the
lessee
by
the
end
of
the
lease
term;

the
lessee
has
a
bargain
purchase
option
and
it
is
reasonably
certain
at
the
date
of
inception
that
the
option
will
be
exercised;

the
lease
term
is
for
the
major
part
of
the
economic
life
of
the
asset
even
if
title
is
not
transferred;

at
the
inception
of
the
lease
the
present
value
of
the
minimum
lease
payments
amounts
to
substantially
all
of
the
fair
value
of
the
leased
asset;

the
leased
asset
is
of
such
a
specialized
nature
that
only
the
lessee
can
use
it
without
major
modifications;

gains
or
losses
from
the
fluctuation
in
the
fair
value
of
the
residual
accrue
to
the
lessee;

the
lessee
has
the
ability
to
continue
the
lease
for
a
secondary
period
at
a
rent
that
is
substantially
lower
than
market
rent;
and

if
the
lessee
can
cancel
the
lease,
our
associated
losses
are
borne
by
the
lessee.

All
of
our
leaseback
arrangements
for
3D
printers
transfer
ownership
of
the
asset
to
the
Company at
the
end
of
the
lease
term,
therefore,
these
leases
are
accounted
for
as
finance
leases.

Trade
receivables

The
Company evaluates
customer
accounts
with
past-due
outstanding
balances
or
specific
accounts
for
which
it
has
information
that
the
customer
may
be
unable
to
meet
its
financial
obligations.
Based
upon
a
review
of
these
accounts
and
Management's
analysis
and
judgment,
the
Company estimates
the
future
cash
flows
expected
to
be
recovered
from
these
receivables.
The
amount
of
the
impairment
on
doubtful
receivables
is
measured
individually
and
recorded
as
a
specific
allowance
against
that
customer's
receivable
balance
so
as
to
equal
the
amount
expected
to
be
recovered.
The
allowance
is
re-evaluated
and
adjusted
periodically
as
additional
information
is
received.

Inventories

Management
reviews
inventories
on
a
product-by-product
basis
at
the
end
of
each
reporting
period
to
identify
obsolete
inventory
items
that
are
no
longer
suitable
for
use
in
production.
Management
estimates
the
net
realizable
value
of
finished
goods,
work-in
progress
and
raw
materials
primarily
based
on
current
market
conditions
and
on
its
experience
in
manufacturing
and
selling
products
of
a
similar
nature.
If
net
realizable
value
is
lower
than
cost,
an
allowance
is
recorded.

Provisions
and
other
liabilities

Provisions
are
recognized
and
measured
on
the
basis
of
the
estimate
and
probability
of
future
outflows
of
resources
embodying
benefits,
as
well
as
based
on
the
circumstances
known
at
the
end
of
the
reporting
period.
Assumptions
also
are
made
as
to
the
probabilities
whether
and
within
what
ranges
the
provisions
may
be
used.
The
assessment
of
whether
a
present
obligation
exists
is
generally
based
on
assessments
of
internal
experts.
Estimates
can
change
on
the
basis
of
new
information
and
the
actual
charges
may
affect
the
performance
and
financial
position
of
the
Company .

F-17

Table
of
Contents

Impairment
of
goodwill

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

The
estimates
related
to
the
impairment
of
goodwill
arising
from
the
acquisition
of
voxeljet UK included
the
consideration
of
revenue
and
expenses
in
the
underlying
business
plan.
In
addition,
the
interest
rate
used
in
the
discounted
cash
flow
model
as
well
as
the
growth
rate
applied
in
the
terminal
value
are
subject
to
assumptions,
uncertainties
and
judgments.
As
part
of
the
preparation
of
the
impairment
test,
Management
used
historical
data
regarding
revenues,
sale
prices
and
expenses
as
well
as
forecasts
related
to
the
UK
economy
and
its
industry.
Information
regarding
comparable
companies
in
the
Company's peer
group
was
also
considered.

Notes
to
the
Statement
of
Financial
Position

6.
Trade
receivables

Credit
terms
provided
to
customers
are
determined
individually
and
are
dependent
on
already
existing
customer
relationships
and
the
customer's
payment
history.
The
aging
of
trade
receivables
was
as
follows
at
each
reporting
date:

AGING
STRUCTURE
OF
TRADE
RECEIVABLES

Not
due
at
the
end
of
the
reporting
period
Amount
past
due
for
the
following
time
ranges

Less
than
3
months
Between
3
and
6
months
Between
6
and
9
months
Between
9
and
12
months
More
than
12
months

Total

The
change
in
the
allowance
for
doubtful
accounts
was
as
follows:

Change
in
the
allowance
for
doubtful
accounts

Balance
at
beginning
of
period
Charges
Release
to
income
Balance
at
end
of
period

F-18

Year
Ended
December
31,

2015

2014

(€
in
thousands)

2,108

1,191

—

3,348

2,370

619

150

—

3,148

Year
Ended
December
31,

2015

2014

(€
in
thousands)

(89)

(23)
94

Table
of
Contents

7.
Inventories

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

Inventories
consisted
of
the
following
for
the
years
reported:

INVENTORIES
BY
CATEGORY

Raw
materials
Work
in
progress
Finished
goods
Total

Year
Ended
December
31,

2015

2014

(€
in
thousands)

621

6,095

1,125

7,841

473

3,735

1,039

5,247

As
a
result
of
the
restructuring
of
the
voxeljet UK business,
an
impairment
of
raw
materials
and
work
in
progress
in
the
amount
of
€1.1
million
was
recognized
in
2015.
No
impairments
of
inventories
were
recorded
in
2014
and
2013.

As
of
December
31,
2014,
within
work
in
progress
there
was
one
unfinished
VX4000
3D
printer
with
a
carrying
amount
of
€0.7
million
that
served
as
collateral
for
a
bank
loan
of
the
Company. In
2015
this
3D
printer
was
installed
in
our
German
service
center
and
transferred
to
property,
plant
and
equipment
with
a
carrying
amount
of
€0.6
million
as
of
December
31,
2015
and
continued
to
serve
as
collateral
for
such
bank
loan.

8.
voxeljet
UK

Business acquisition

voxeljet performed
a
preliminary
purchase
price
allocation
as
of
December
31,
2014
with
respect
to
certain
separately
identified
intangible
assets.
As
of
March
31,
2015,
the
Company adjusted
the
purchase
price
allocation
according
to
the
fair
values
of
the
intangible
assets
and
deferred
taxes.
Intangible
assets
were
reduced
by
kEUR
118
with
a
corresponding
increase
of
the
goodwill
while

F-19

Table
of
Contents

8.
voxeljet
UK
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

deferred
tax
adjustments
decreased
goodwill
by
kEUR
263.
The
acquired
assets
and
liabilities
comprised
the
following
items
based
on
the
adjusted
purchase
price
allocation:

Current
assets

Cash
and
cash
equivalents
Trade
receivables
Inventories

Non-current
assets

Intangible
assets
Property,
plant
and
equipment

Total
assets
Current
liabilities

Financial
liabilities
Trade
liabilities
Accruals
Bank
overdraft
Other
liabilties
Non-current
liabilities
Financial
liabilities

Total
liabilities
Net
assets
(liabilities)
acquired
Purchase
price
Goodwill

October
1,
2014
Fair
value
(€
in
thousands)

514

211

301

3,936

1,134

2,802

4,450

3,466

1,542

1,126

200

527

1,430

4,896

(446)
967

1,413

The
intangible
assets
acquired
in
the
business
combination
consisted
of
order
backlog
(kEUR
48),
customer
list
(kEUR
622)
and
digital
library
(kEUR
464).

The
order
backlog
was
amortized
until
December
31,
2014.
The
customer
relations
and
digital
library
were
to
be
amortized
over
a
period
of
three
years.

The
excess
of
the
purchase
price
over
the
assets
acquired
and
liabilities
assumed
was
recorded
as
goodwill
of
€1.4
million.
The
goodwill
resulted
from
synergies
which
relate
to
the
expanded
competencies
obtained
by
voxeljet in
the
UK
market
and
the
skills
of
the
voxeljet UK workforce.

In
the
fourth
quarter
of
2014,
Propshop's
operations
contributed
revenues
of
€0.9
million
and
a
net
loss
of
€1.1
million.
The
Company incurred
acquisition
costs
of
€0.2
million,
which
were
recorded
as
administrative
expense.

Restructuring of voxeljet UK

Following
a
review
of
the
financial
performance
of
voxeljet UK and
its
current
market
environment,
Management
decided
in
October
2015
to
focus
voxeljet
UK's activities
in
the
future
solely
on
selling
high-speed,
large-format
3D
printers
and
on-demand
parts
services
to
industrial
and
commercial
customers.

F-20

Table
of
Contents

8.
voxeljet
UK
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

As
a
result,
the
Company entered
into
an
agreement
in
November
2015
with
an
investor
group
that
includes
the
founder
of
Propshop
to
sell
certain
assets
supporting
certain
business
lines
that
serve
customers
in
the
film
and
entertainment
industry
(the
DPM
business),
transfer
certain
employees
and
contractual
arrangements
and
settle
the
earnout
and
employment
agreement
with
the
managing
director
entered
into
in
connection
with
the
acquisition
of
voxeljet UK in
exchange
for
net
cash
consideration
of
kEUR
365.

The
charges
from
the
restructuring
of
voxeljet UK amounted
to
€2.7
million
and
include
a
loss
from
the
sale
of
fixed
assets,
the
impairments
of
certain
intangible
assets
separately
identified
in
the
business
acquisition
and
inventories
as
well
as
payments
for
early
termination
of
contracts
and
the
transfer
of
employees.
The
following
table
summarizes
the
amounts
relating
to
the
restructuring
charges.

Components
of
restructuring
charges

Write-off
digital
library
Impairment
of
inventories
Write-off
customer
list
Separation
and
breach
of
contract
Legal
consulting
Settlement
of
rent
agreements
Loss
on
disposal
of
fixed
assets
Transfer
of
employees
Derecognition
of
goodwill
due
to
disposed
business
Settlement
of
loan
agreements

Line
items
in
statement
of
comprehensive
loss

Cost
of
sales

Selling
expense

Administrative
expenses

Research
and
development
expenses

Other
operating
expense

Finance
expense

Year
Ended
December
31,
2015
(€
in
thousands)

309
1,068
380
260
79
67
67
275
129
29

With
respect
to
the
remaining
goodwill
arising
from
the
acquisition
of
voxeljet UK of
kEUR
1,273,
an
impairment
test
was
triggered
by
the
sale
of
the
DPM
business.
voxeljet UK is
considered
as
one
cash-generating
unit
(CGU),
which
forms
part
of
the
Services
segment.

The
recoverable
amount
of
this
CGU
was
based
on
its
value
in
use,
determined
by
discounting
the
future
expected
cash
flows
to
be
generated
from
the
continuing
use
of
the
CGU.
The
recoverable
amount
of
the
CGU
of
kGBP
2,975
was
higher
than
its
carrying
amount
of
kGBP
2,263.

The
key
assumptions
used
in
the
estimation
of
the
recoverable
amount
are
set
out
below.
The
key
assumptions
represent
Management's
assessment
of
future
trends
in
the
relevant
industries
and
have
been
based
on
historical
data
from
both
external
and
internal
sources.
Further,
the
recoverable
amount
is
particularly
sensitive
to
the
achievement
of
the
forecasted
revenue.

In percent
WACC
Terminal
value
growth
rate

2015

10.1%
2.0%

The
discount
rate
was
a
pre-tax
measure
based
on
the
rate
of
10-year
UK
government
bonds,
adjusted
for
a
risk
premium
to
reflect
both
the
increased
risk
of
investing
in
equities
generally
and
the
systematic
risk
of
the
specific
CGU.

F-21

Table
of
Contents

8.
voxeljet
UK
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

Five
years
of
cash
flows
were
included
in
the
discounted
cash
flow
model.
A
long-term
growth
rate
into
perpetuity
has
been
determined
with
the
comparable
nominal
gross
domestic
product
(GDP)
rates
in
the
UK.

The
forecasted
projection
on
free
cash
flow
was
estimated
taking
into
account
past
experience
in
the
UK
and
the
Company's service
centers
in
Germany
and
the
United
States.

The
estimated
recoverable
amount
of
the
CGU
exceeded
its
carrying
amount
by
kGBP
712.
Management
has
identified
that
a
reasonably
possible
change
in
either
the
WACC
or
the
revenue
forecast
could
result
in
an
impairment.
In
order
to
capture
the
sensitivity
in
revenues,
the
estimated
revenue
for
the
last
year
of
the
plan
(2020)
was
adjusted,
while
keeping
the
assumed
growth
rate
in
terminal
value
unchanged.
The
following
table
shows
the
amount
by
which
these
assumptions
would
need
to
change
individually
for
the
estimated
recoverable
amount
to
be
equal
to
the
carrying
amount.

Key assumptions
WACC
Revenue
in
the
last
year
of
the
plan

9.
Intangible
assets
and
goodwill

Software
Licenses
Customer
list
Digital
library
Prepayments
made
on
intangible
assets
Total

2015

2.5%

kGBP
200

Year
Ended
December
31,

2015

2014

(€
in
thousands)

279

189

—

159

627

—

601

453

187

1,315

Due
to
the
restructuring
of
the
voxeljet UK business,
the
intangibles
which
arose
from
the
business
acquisition
were
impaired
(refer
to
Note
8).
The
increase
in
software
occurred
as
a
result
of
the
purchase
of
software
licenses
in
connection
with
our
new
ERP
system
as
well
as
related
capitalized
customizing
cost.
The
increase
regarding
licenses
was
due
to
the
acquisition
of
a
specific
license
from
a
third
party.

Goodwill

Year
Ended
December
31,

2015

2014

(€
in
thousands)

1,273

1,558

The
decrease
in
goodwill
mainly
relates
to
the
portion
of
goodwill
allocated
to
the
sold
DPM
business
of
voxeljet UK as
well
as
the
adjustment
to
the
purchase
price
allocation
as
of
March
31,
2015.
(refer
to
Note
8).

F-22

Table
of
Contents

10.
Property,
plant
and
equipment

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

Land,
buildings
and
leasehold
improvements
Plant
and
machinery
(includes
assets
under
finance
lease)
Other
facilities,
factory
and
office
equipment
Assets
under
construction
and
prepayments
made
Total
Thereof
pledged
assets
of
Property,
Plant
and
Equipment
Leased
assets
included
in
Property,
Plant
and
Equipment:
Printers
Printers
leased
to
customers
under
operating
lease
Other
factory
equipment

Year
Ended
December
31,

2015

2014

(€
in
thousands)

12,167

7,702

1,413

101

21,383

592

2,059

1,490

500

11,212

6,486

1,240

528

19,466

—

2,927

2,246

645

The
pledged
assets
consists
of
one
3D
printer
that
serves
as
security
for
a
certain
credit
line.
Amounts
added
to
plant
and
machinery
relating
to
self-
constructed
3D
printers
are
considered
non-cash
transactions,
which
totaled
to
kEUR
3,943
and
kEUR
392
in
the
financial
years
2015
and
2014,
respectively.
During
2015,
the
Group
acquired
equipment
with
a
carrying
amount
of
kEUR
39
(2014:
kEUR
0)
under
a
finance
lease.

The
following
table
presents
the
composition
of,
and
annual
movement
in,
intangible
assets
and
property,
plant
and
equipment
for
the
financial
years
2015
and
2014,
respectively:

2015

Acquisition
and
manufacturing
cost

Depreciation
and
amortisation

(€
in
thousands)

Carrying
amount

01/01/2015
Additions
Disposals
Adjustment
Transfer
FX
12/31/2015
01/01/2015

Current
year

Disposals
Impairment
Transfer
FX
12/31/2015
12/31/2015

Intangible
assets
Software
Licences
Order
backlog

Customer
list
Digital
library

Prepayments
made
on
intangible
assets
Goodwill
Total
Property,
plant

and
equipment
Land,
buildings
and
leasehold
improvements

Plant
and

machinery
Other
facilities,
factory
and
office
equipment
Assets
under

construction
and
prepayments
made
Subtotal
Leased

products

Total

183

103

655

494

187

1,558

3,217

124

209

119

452

(33)

(30)

154

461

245

103

622

464

109

103

187

113

274

(63)

(147)

(11)

159

1,273

3,328

344

394

11,485

761

10,833

4,337

1,931

491

12,751

273

288

(612)
195

12,822

6,630

1,221

1,009

380

309

689

(1)

182

103

622

464

279

189

1,427

159

1,273

1,900

584

12,167

(284)
52

6,610

6,212

2,114

694

738

625

2,727

875

672

468

293

1,383

1,344

528

24,960

5,888

2,670

3,290

28,250

5,888

503

3,173

(524)

(20)
242

101

28,402

7,778

2,181

1,477

(7)
242

2,800

31,202

1,007

8,785

407

2,588

142

1,619

8,577

101

19,824

(32)
1

1,241

9,818

1,559

21,383

F-23

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

10.
Property,
plant
and
equipment
(Continued)

2014

Acquisition
and
manufacturing
cost

Depreciation
and
amortisation

(€
in
thousands)

Carrying
amount

01/01/2014
Additions

Business

combination

Disposals
Transfer
12/31/2014
01/01/2014

Current
year

Business

combination

Disposals
Transfer
12/31/2014
12/31/2014

Intangible
assets
Software
Licences
Order
backlog

Customer
list
Digital
library

Prepayments
made
on
intangible
assets
Goodwill
Total
Property,
plant

and
equipment
Land,
buildings
and
leasehold
improvements

Plant
and

machinery
Other
facilities,
factory
and
office
equipment
Assets
under

construction
and
prepayments
made
Subtotal
Leased

products

Total

155

103

655

494

191

187

1,558

1,773

1,253

183

103

655

494

103

187

1,558

3,217

129

215

109

103

601

453

344

187

1,558

2,873

7,580

881

3,024

11,485

259

273

11,212

5,452

392

3,179

540

2,350

10,833

4,011

907

656

303

1,359

6,630

4,204

1,673

768

402

798

2,114

1,023

246

122

517

875

1,240

2,942

17,647

752

2,793

3,581

1,338

(3,166)

2,277

528

24,960

5,048

1,412

5,567

23,214

2,793

3,581

1,338

(2,277)

3,290

28,250

1,850

6,898

516

1,928

779

820

1,359

7,778

528

17,184

820

(1,359)

1,007

8,785

2,282

19,466

In
December
2013,
voxeljet purchased
land,
two
production
halls,
and
one
building
under
construction
in
Friedberg,
Germany
for
a
total
purchase
price
of
€10.0
million.
One
of
the
production
halls
was
previously
leased
by
voxeljet from
the
seller;
the
lease
was
terminated
as
of
December
31,
2013.
The
construction
of
the
administrative
building
was
completed
by
the
end
of
March
2014.
The
relocation
into
the
new
building
occurred
in
April
2014.
In
2013,
the
Company
committed
to
purchase
additional
land
for
€0.6
million,
of
which
€0.2
million
was
paid
in
the
second
quarter
of
2014.

In
total,
the
Company has
entered
into
sale
and
leaseback
transactions
for
17
self-produced
3D
printers,
which
were
sold
to
banks
and
leased
back
with
the
intention
to
be
used
in
the
Services
segment
for
the
purpose
of
producing
custom-ordered
printed
products
and
ultimately
to
sell
them
to
customers
as
used
printers.
As
of
December
31,
2015,
the
Company had
six
active
leasing
contracts
compared
to
seven
in
2014.
In
2015,
one
contract
was
terminated,
the
3D
printer
was
repurchased
from
the
lessor
and
sold
to
a
customer.

In
2015
and
2014,
there
were
no
new
sale
and
leaseback
transactions.
In
2013
the
Company entered
into
sale
and
leaseback
transactions
for
four
self-produced
3D
printers
with
sales
proceeds
of
kEUR
1,900.
In
connection
with
these
transactions
the
Company sold
3D
printers
with
manufacturing
costs
of
kEUR
851
in
2013.
The
gain
of
kEUR
1,049
from
the
sale
was
deferred
and
is
amortized
over
the
respective
lease
term.
Three
of
the
3D
printers
are
used
in
the
Services
segment
and
one
was
leased
to
a
customer
under
an
operating
lease.

Leases
of
3D
printers
are
non-cash
transactions
for
purposes
of
the
cash
flow
statement.

F-24

Table
of
Contents

10.
Property,
plant
and
equipment
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

In
connection
with
the
sale
of
refurbished
3D
printers
to
customers,
the
Company early
terminated
one
finance
lease
in
2015
and
three
in
2014
and
repurchased
the
applicable
3D
printer
from
the
lessor.
Four
other
refurbished
printers
that
had
been
carried
as
property,
plant
and
equipment
were
sold
to
customers
in
2015,
while
in
2014
only
one
other
refurbished
printer
was
sold
to
a
customer.

11.
Other
liabilities
and
provisions

Customer
deposits
Liabilites
from
VAT
Employee
bonus
Accruals
for
management
compensation
Accruals
for
vacation
and
overtime
Accruals
for
licences
Accruals
for
LTCIP
Liabilties
from
payroll
Others
Total

Year
Ended
December
31,

2015
2014
(€
in
thousands)

1,300

664

—

110

183

478

216

598

3,581

294

123

—

140

139

145

752

849

2,457

voxeljet has
a
Long-Term
Cash
Incentive
Plan
("LTCIP")
that
provides
for
cash
awards
to
non-executive
employees.
Under
the
plan,
which
was
announced
on
October
2,
2013,
the
Company may
grant
individual
award
units
of
EUR
5,000
each
up
to
a
total
maximum
amount
of
10%
of
the
net
proceeds
received
by
the
Company upon
closing
of
its
initial
public
offering.
An
initial
grant
of
684
award
units
was
made
to
participants
on
October
2,
2013.
The
vesting
of
the
awards
occurs
during
three
separate
performance
periods,
with
20%
of
the
awards
vesting
in
performance
period
1
ended
December
31,
2013,
40%
of
the
awards
vesting
in
performance
period
2
ended
December
31,
2015,
and
the
remaining
40%
vesting
in
performance
period
3
ending
December
31,
2017.
Vesting
of
the
awards
during
performance
period
1
was
subject
to
a
revenue
growth
target
and
the
successful
completion
of
the
initial
public
offering.
Both
conditions
for
performance
period
1
were
met
as
of
December
31,
2013.
Therefore
the
awards
regarding
performance
period
2
were
paid
in
2014.

On
September
30,
2015,
Management
granted
an
additional
131
award
units
to
eligible
employees.
At
grant
date
the
fair
value
measurement
of
the
liability
regarding
performance
period
2
included
the
assumption,
that
both
the
revenue
growth
as
well
as
the
share
price
target
would
be
achieved.
Furthermore,
Management
expected
that
the
eligible
employees
would
not
leave
the
Company before
the
settlement
of
performance
period
2.
For
the
assumptions
of
the
fair
value
measurement
related
to
performance
period
3
please
refer
to
the
section
below.

In
November
2015,
Management
decided
to
reduce
the
targets
for
performance
periods
2
and
3
of
the
LTCIP
granted
awarded
in
October
2013
which
were
no
longer
probable
of
being
achievable
based
on
market
conditions
at
the
time
of
the
modification.
Although
the
targets
for
performance
period
2
were
adjusted,
those
targets
were
not
achieved.
Therefore
there
will
be
no
payment
related
to
the
LTCIP
for
performance
period
2.

F-25

Table
of
Contents

11.
Other
liabilities
and
provisions
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

Vesting
of
the
award
during
performance
period
3
is
subject
to
performance
and
market
conditions,
including
revenue
growth
and
market
capitalization
as
of
December
31,
2017.
In
determining
the
fair
value
of
the
liability
for
the
third
period
of
the
LTCIP,
the
Company estimates
an
80%
probability
of
achievement
for
each
target,
revenue
growth
and
market
capitalization.
This
estimation
is
based
on
consideration
of
current
market
conditions.
Moreover,
Management
expects
an
employee
turnover
rate
of
5.8%
based
on
past
experience
(2014:
5.0%).
The
following
table
shows
the
development
of
the
accrual
regarding
the
LTCIP.

Accrual
for
LTCIP

12.
Financial
instruments

(€
in
thousands)

January
1,

2015

Usage

Addition
Reversal

December
31,

2015

752

—

229

(503)

478

Fair
value
is
the
price
that
would
be
received
upon
sale
of
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
The
fair
value
hierarchy
defines
the
following
levels:

•

Level
1:
Quoted
prices
of
the
respective
financial
asset
or
financial
liability
in
active
markets

Level
2:
Other
directly
observable
input
parameters
which
contribute
to
establishing
the
fair
value
based
on
a
valuation
model

Level
3:
Input
parameters
not
based
on
observable
market
data

Under
IAS
39
there
are
the
following
categories:

(I)

(II)

A
financial
asset
or
financial
liability
at
fair
value
through
profit
or
loss

Held-to-maturity
investments

(III) Available-for-sale
financial
assets

(IV)

(V)

Loans
and
receivables

Financial
liabilities
measured
at
amortized
cost

F-26

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

12.
Financial
instruments
(Continued)

The
following
tables
list
the
carrying
values
and
fair
values
of
all
financial
instruments
held
by
voxeljet :

12/31/2015

Assets
Non-current
assets
Restricted
cash
Current
assets
Customer
loan
Bond
funds
Note
receivable
Cash
and
cash
equivalents
Liabilities
Non-current
liabilities
Long-term
debt
Finance
lease
obligation
Current
liabilities
Bank
overdraft
Long-term
debt
Finance
lease
obligation

12/31/2014

Assets
Non-current
assets
Restricted
cash
Current
assets
Customer
loan
Bond
funds
Cash
and
cash
equivalents
Liabilities
Non-current
liabilities
Long-term
debt
Finance
lease
obligation
Current
liabilities
Bank
overdraft
Long-term
debt
Finance
lease
obligation

II.

III.

IV.

Fair
Value

Level

—

206

—

206
Level
1

—

30,661

1,075

—

2,086

—

10
Level
2
30,661
Level
1
1,075
Level
1
2,086
Level
1

—

545

746

384

207

559

520
Level
2
701
Level
2

384

206
Level
2
589
Level
2

II.

III.

IV.

Fair
Value

Level

—

247

—

247
Level
1

—

40,068

—

1,074

—

8,031

—

1,079
Level
2
40,068
Level
1
8,031
Level
1

—

752

1,511

750
Level
2
1,515
Level
2

—

448

203

590

448

198
Level
2
593
Level
2

The
financial
assets
with
a
carrying
amount
of
€32.0
million
reported
on
the
Company's statement
of
financial
position
at
December
31,
2015
were
comprised
of
investments
in
three
bond
funds
(€30,661),
a
note
receivable
(kEUR
1,075)
as
well
as
the
remaining
unpaid
interest
from
a
customer
loan
(kEUR
10),
all
reported
as
current
financial
assets,
and
restricted
cash
(kEUR
206)
reported
as
a
noncurrent
asset.

As
of
December
31,
2014
the
financial
assets
with
a
carrying
amount
of
€41.4
million
were
comprised
of
investments
in
three
bond
funds
(kEUR
39,055),
a
note
receivable
(kEUR
1,013)
and
three
customer
loans
(kEUR
1,074),
all
reported
as
current
financial
assets,
and
restricted
cash
(kEUR
247)
reported
as
a
noncurrent
asset.

F-27

Table
of
Contents

12.
Financial
instruments
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

The
fair
value
of
the
Company's investments
in
the
bond
funds
was
determined
based
on
the
unit
prices
quoted
by
the
respective
fund
management
company.
The
funds
pursue
the
goal
of
daily
liquidity
and
invest
in
short-term
notes.
The
funds
are
open-ended;
the
units
can
be
redeemed
to
the
fund
on
a
daily
basis.
Unit
prices
updated
by
the
fund
management
company
on
a
daily
basis
represent
a
quoted
price
in
an
active
market.

The
fair
value
of
the
note
receivable
due
January
2016
was
based
on
the
secondary
market
price
quoted
by
a
broker.

The
fair
value
of
customer
loans
at
December
31,
2014
was
determined
using
a
discounted
cash
flow
model
based
on
observable
inputs
from
the
relevant
forward
interest
rate
yield
curve
plus
an
appropriate
risk
premium.

The
fair
value
of
long-term
debt
was
determined
using
discounted
cash
flow
models
based
on
the
relevant
forward
interest
rate
yield
curves.
The
fair
value
of
finance
lease
obligations
was
determined
using
discounted
cash
flow
models
based
on
market
interest
rates
available
to
the
Company for
similar
transactions
at
the
relevant
date.

Due
to
the
short
maturity
and
the
current
low
level
of
interest
rates,
the
carrying
amount
of
credit
lines
and
bank
overdrafts
and
customer
loan
at
December
31,
2015
approximate
fair
value.

13.
Cost
of
sales

Cost
of
sales
includes
personnel
expenses,
cost
of
material,
purchased
services,
cost
for
finished
goods
and
allocated
indirect
costs
related
to
production.

COST
OF
SALES

Personnel
expenses
Material
costs
Depreciation
Other
expenses
Total

2015

Year
Ended
December
31,
2014
(€
in
thousands)

2013

(5,386)
(4,287)
(3,133)
(7,645)
(3,440)
(2,176)
(1,890)
(1,692)
(1,145)
(591)
(2,226)

(17,147)
(9,838)
(7,045)

(419)

In
2015
other
expenses
consisted
of
rental
expenses
(kEUR
736),
license
fees
(kEUR
440),
travel
expenses
(kEUR
394)
and
tooling
kits
(kEUR
211).
In
2014
and
2013,
other
expenses
primarily
consisted
of
rental
expenses
for
manufacturing
space.

14.
Other
operating
income
and
expense

Other
operating
income
includes
primarily
government
grants
received
for
ongoing
research
and
development
projects,
the
recognition
of
the
gain
on
sale
and
leaseback
transactions
upon
release
from
deferred
income
and
gains
from
foreign
exchange
transactions.

F-28

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

14.
Other
operating
income
and
expense
(Continued)

The
details
of
other
operating
income
are
presented
for
the
years
reported
in
the
table
below:

OTHER
OPERATING
INCOME

Government
grant
income
Amortization
of
gain
on
sale
and
leaseback
transactions
Recognition
of
deferred
income
due
to
early
termination
of
sale
and
leaseback
transactions
Reimbursement
of
transaction
costs
Gains
from
foreign
exchange
transactions
Income
from
realized
other
comprehensive
income
Other
Total

OTHER
OPERATING
EXPENSES

Year
Ended
December
31,
2014
2013
2015
(€
in
thousands)

322

310

216

108

863

235

2,130

208

399

401

290

—

1,384

260

546

—

894

Restructuring
of
business
in
UK
Expenses
related
to
inital
and
secondary
public
offering
Losses
from
foreign
exchange
transactions
Derecognition
of
goodwill
due
to
disposed
business
Other
Total

F-29

Year
Ended
December
31,
2013
2014
2015
(€
in
thousands)

—

101

—

101

342

—

210

129

207

888

—

557

—

583

Table
of
Contents

15.
Financial
result

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

For
the
periods
2015,
2014
and
2013,
the
financial
result
was
mainly
driven
by
interest
expense
on
finance
leases,
bank
overdrafts
and
drawings
under
credit
lines
and
long-term
debt.

Interest
expense

Finance
lease
obligations
Bank
overdrafts
and
lines
of
credit
Long-term
debt
Other
Interest
income

Payout
of
bond
funds
Customer
loans
Other

Financial
result

16.
Income
taxes

Income
taxes
consist
of
the
following
for
the
years
reported:

Income
tax
(expense)
benefit

Current
tax
(expense)
benefit
Deferred
tax
(expense)
benefit
Total

Year
Ended
December
31,
2013

2015

(5)

(37)

(41)
(195)

(30)
(126)

2014
(€
in
thousands)

(277)
(472)
(380)

(201)
(114)
(198)
(80)
(73)
(29)
37

—

(119)
(173)
(343)

299

201

158

116

2015

Year
Ended
December
31,
2013
2014
(€
in
thousands)

—

(358)

(64)

—

In
2015,
2014
and
2013,
deferred
tax
(expense)
benefit
resulted
from
changes
in
deferred
tax
assets
and
liabilities
on
temporary
differences.

F-30

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

16.
Income
taxes
(Continued)

Deferred
tax
assets
and
liabilities

The
components
of
net
deferred
income
taxes
at
the
end
of
the
respective
reporting
periods
were
as
follows:

SOURCES
OF
DEFERRED
TAX
ASSETS
AND
LIABILITIES

Trade
receivables
Other
receivables
and
current
assets
Property,
Plant
&
Equipment
Current
deferred
income
Trade
liabilites
Other
current
financial
liabilities
Current
financial
assets
Other
current
liabilities
and
provisions
Non-current
deferred
income
Non-current
financial
liabilities
Non-current
financial
assets
Intangible
assets
Tax
losses
carried
forward
Valuation
allowance
Tax
assets
(liabilities)
Set
off
of
tax
Net
tax

Year
Ended
December
31,

2015

2014

(€
in
thousands)

Deferred
tax

assets

Deferred
tax

liabilties

Deferred
tax

assets

Deferred
tax

liabilties

—

299

170

—

356

—

(132)

721

(721)

—

(14)

—

(704)

—

(1)

—

(3)

—

(722)

721

(1)

—

106

—

165

—

211

423

—

(168)

790

(790)

—

(13)
—

(664)
—

—

(80)
—

—

(16)
(17)
(213)
—

—

(1,003)
790

(213)

At
December
31,
2015
voxeljet had
gross
loss
carry-forwards
for
corporation
tax
and
trade
tax
losses
of
kEUR
10,335
and
kEUR
10,090,
respectively,
for
which
no
deferred
taxes
have
been
recognized.
These
tax
losses
can
be
carried
forward
without
restriction
for
future
offset
against
taxable
profits.
In
addition,
there
are
foreign
tax
loss
carry-forwards
of
kEUR
9,309.

In
addition,
a
valuation
allowance
of
kEUR
132
on
net
deferred
tax
assets
related
to
sale
and
leaseback
transactions
was
recorded
in
2015.

F-31

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

16.
Income
taxes
(Continued)

Reconciliation
of
profit
before
income
taxes
to
income
tax

The
reconciliation
between
profit
before
income
taxes
and
income
tax
benefit
(expense)
for
the
reporting
periods
presented
was
as
follows:

RECONCILIATION
OF
INCOME
TAX
BENEFIT
(EXPENSE)

Profit
(Loss)
before
tax
Tax
benefit
at
prevailing
statutory
rate
(28%)
Non-deductible
expenses
Tax-rate
related
differences
Unrecognized
temporary
differences
and
tax
losses
Income
tax
benefit
(expense)

17.
Personnel
expenses

2013

2015

Year
Ended
December
31,
2014
(€
in
thousands)

(9,530)
(4,364)
(2,356)
660

1,222

2,668

(23)
—

(995)
(358)

(25)

(44)

(2,426)
(1,121)

(47)

(259)

(64)

Personnel
expenses
included
in
cost
of
sales,
research
and
development,
and
selling
and
administrative
expenses
are
comprised
of
the
following:

PERSONNEL
EXPENSES

Wages
and
salaries
LTCIP
Social
security
contributions
Total

2013

Year
Ended
December
31,
2014
2015
(€
in
thousands)

5,505

412

1,050

6,967

9,866

(274)

1,732

11,324

3,850

729

930

5,509

voxeljet AG offers
to
its
employees
a
defined
contribution
plan
called
"MetallRente".
The
contributions
paid
by
the
Company amounted
to
kEUR
41,
kEUR
30
and
kEUR
23
for
the
years
ended
December
31,
2015,
2014,
and
2013,
respectively.
The
employer's
contribution
into
the
mandatory
German
state
plan
amounted
to
kEUR
511,
kEUR
389
and
kEUR
266
for
the
years
ended
December
31,
2015,
2014,
and
2013,
respectively.

18.
Segment
reporting

voxeljet operates
in
two
reportable
segments—Systems
and
Services—which
reflect
the
internal
organizational
and
management
structure
according
to
the
distinct
nature
of
the
two
businesses.
The
Systems
business
derives
its
revenues
from
the
manufacture
and
sale
of
3D
printers,
from
the
sale
of
consumables
as
well
as
lease
and
maintenance
agreements
with
customers,
while
the
Services
business
provides
custom-ordered
printed
product
to
customers.

The
measurement
principles
used
by
voxeljet in
preparing
this
segment
reporting
are
also
the
basis
for
segment
performance
assessment.
The
Chief
Executive
Officer
of
voxeljet acts
as
a
chief
operating

F-32

Table
of
Contents

18.
Segment
reporting
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

decision
maker.
As
a
performance
indicator,
the
chief
operating
decision
maker
mainly
monitors
the
Company's revenues
and
gross
profit.

The
following
table
summarizes
segment
reporting
for
each
of
the
reporting
periods
ended
December
31.
As
Management's
controlling
instruments
are
mainly
revenue-based,
the
reporting
information
does
not
include
a
detailed
breakdown
of
all
assets
and
liabilities
by
category.
The
sum
of
the
amounts
for
the
two
segments
equals
the
total
for
the
Company for
each
of
the
years
presented.

SEGMENT
REPORTING

Revenues
Gross
profit
Gross
profit
in
%
PPE
Trade
receivables
Trade
payables
Depreciation
and
amortization
(excl.
Intangible

assets)

Loss
on
disposal
of
DPM
business

2015

Year
Ended
December
31,
2014
(€
in
thousands)

SYSTEMS
SERVICES
SYSTEMS
SERVICES
SYSTEMS
SERVICES

5,345

2,138

2013

11,113

3,849

34.6%

9,002

1,639

984

775

—

12,951

3,068

23.7%

12,381

1,709

775

1,813

2,663

9,057

3,301

36.4%

7,322

1,055

1,031

425

—

7,106

3,024

42.6%

12,144

2,093

1,295

1,503

—

6,343

2,505

39.5%

4,913

558

632

40.0%

11,403

445

870

174

—

1,309

—

Systems
revenues
include
revenues
from
the
sales
of
used
3D
printers
of
kEUR
1,224,
kEUR
393,
and
kEUR
300
for
the
years
ended
December
31,
2015,
2014,
and
2013,
respectively.

Geographic
information

REVENUES
BY
GEOGRAPHICAL
REGION

voxeljet's revenues
and
non-current
assets
are
presented
below
by
geographic
region.
For
purposes
of
this
presentation,
revenues
are
based
on
the
geographic
location
of
customers
and
assets
are
based
on
their
geographic
location.

F-33

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

18.
Segment
reporting
(Continued)

voxeljet's revenues
were
generated
in
the
following
geographical
regions
for
the
years
reported:

EMEA

Germany
Great
Britain
Others
Asia
Pacific

South
Korea
Others
Americas

United
States
Others

Total

2015

2013

Year
Ended
December
31,
2014
(€
in
thousands)

10,571

4,587

2,276

3,708

4,306

2,042

2,264

1,286

893

393

16,163

18,214

6,984

4,464

6,766

2,703

1,277

1,426

3,147

3,110

24,064

11,286

4,486

2,236

4,564

142

260

253

11,688

In
2015
and
2014
no
customer
represented
10%
or
more
of
total
revenue.
In
2013,
the
Company had
one
customer
who
represented
13%
of
total
revenues.

In
2014,
on
two
occasions
the
Company provided
loans
to
customers
to
cover
a
portion
of
the
purchase
price
of
a
3D
printer.
The
Company recognized
revenue
from
the
sale
of
these
3D
printers
upon
acceptance
by
the
customer
at
the
fair
value
of
the
consideration
received
which
was
comprised
of
cash
and
the
loan.

NON-CURRENT
ASSETS
BY
GEOGRAPHICAL
REGION

EMEA

Germany
Great
Britain

Americas

United
States

Total

F-34

Year
Ended
December
31,

2015
2014
(€
in
thousands)

20,748

19,017

1,731

2,822

23,570

21,823

19,195

2,628

763

22,586

Table
of
Contents

19.
Financial
risk
management

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

The
Company's Management
Board
is
responsible
for
implementing
the
finance
policy
and
for
ongoing
financial
risk
management.
Therefore
the
Management
Board
has
established
a
Risk
Management
Committee,
which
is
responsible
for
developing
and
monitoring
of
the
Group's
risk
management
policies
especially
regarding
financial
risks.
Generally
the
committee
provides
an
overview
of
financial
risks
on
a
quarterly
basis
to
the
Management
Board
as
part
of
the
Company's quarterly
management
reporting
procedures.

The
Company's principal
financial
instruments
are
comprised
of
short-term
bank
deposits
at
commercial
institutions,
bond
funds,
a
note
receivable,
lease
obligations
and
long-term
debt.
The
main
purpose
of
the
financial
asset
instruments
is
to
provide
a
return
on
investments
with
minimal
risk.
The
main
purpose
of
the
financial
liability
instruments
is
to
help
fund
the
Company's operations.
The
Company has
various
other
financial
assets
and
liabilities
including
trade
receivables
and
trade
payables,
which
arise
directly
from
its
operations.

The
main
risks
arising
from
the
Group's
financial
instruments
are
foreign
exchange
risk
and
credit
risk.
The
measures
taken
by
Management
to
manage
each
of
these
risks
are
summarized
below.

Transactions
related
to
activities
in
the
area
of
financial
instruments
require
the
prior
approval
of
the
Chief
Financial
Officer.
The
Company did
not
enter
into
any
derivative
financial
instruments
for
hedging
purposes
in
2015.

Management
receives
a
weekly
reporting
of
the
current
liquidity
of
the
Group
by
entity.
Furthermore,
a
monthly
cash
flow
plan
meeting
has
been
established,
where
Management
reviews
the
cash
forecasts
and
the
future
development
of
flows
of
funds
on
an
ongoing
basis.

Foreign exchange risk

The
Company is
exposed
to
foreign
exchange
risk
to
the
extent
that
there
is
a
mismatch
between
the
currencies
in
which
sales,
purchases
and
borrowings
are
denominated
and
the
respective
functional
currencies
of
subsidiaries
of
the
Group.
The
functional
currencies
of
the
parent
company
voxeljet AG and
its
subsidiaries
are
Euro,
US
Dollars
and
British
Pound
Sterling.
The
majority
of
the
sale,
purchase
and
borrowing
transactions
are
denominated
in
the
functional
currency
of
the
parent
company
or
its
subsidiaries.
The
primarily
driver
of
foreign
exchange
risk
derives
from
the
intercompany
loans
made
to
subsidiaries
and
the
note
receivable
each
as
summarized
below.

voxeljet has
provided
intercompany
loans
to
its
subsidiaries
to
finance
their
operations.
The
loans
were
granted
in
the
local
currency
of
the
subsidiaries.
Gains
and
losses
from
movements
in
exchange
rates
are
recorded
within
other
operating
income
or
expense
in
the
consolidated
statement
of
comprehensive
loss.
As
of
December
31,
2015
the
amount
borrowed
to
voxeljet UK totaled
GBP
6.6
million
(€9.0
million).
A
relative
increase
in
the
value
of
the
Euro
against
British
Pound
Sterling
of
10%
would
lead
to
a
loss
of
€0.8
million.
The
amount
of
loans
granted
to
voxeljet America totaled
to
USD
4.5
million
(€
4.1
million)
as
of
December
31,
2015.
A
relative
increase
in
the
value
of
the
Euro
against
US
Dollars
of
10%
would
lead
to
a
loss
of
€0.4
million.

voxeljet's financial
assets
include
one
note
receivable
denominated
in
British
Pound
Sterling
in
the
amount
of
GBP
0.8
million
(€
1.1
million).
A
relative
increase
in
the
value
of
the
Euro
against
British
Pound
Sterling
of
10%
would
lead
to
a
loss
of
€0.1
million.

F-35

Table
of
Contents

19.
Financial
risk
management
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

For
the
year
ended
December
31,
2015,
voxeljet generated
44.85%
of
its
revenues
in
the
eurozone.
Additionally,
the
majority
of
the
Company's sourcing
transactions
are
also
transacted
in
Euros
in
that
zone.

The
Company invoiced
75%
in
2015,
90%
in
2014
and
100%
in
2013
of
total
revenues
in
Euro.
As
revenues
in
foreign
currency
usually
correspond
to
costs
which
are
incurred
in
the
same
currency,
we
consider
the
risk
as
minor.

The
significant
exchange
rates
which
have
been
applied
during
the
years
presented
are
disclosed
in
Note
3.

Interest rate risk

voxeljet's principal
interest-bearing
positions
are
liabilities
for
bank
borrowings
and
finance
lease
obligations.
These
liabilities
are
entirely
at
a
fixed
interest
rate.
As
such,
changes
in
market
interest
rates
have
no
effect
on
future
interest
expenses.

Credit risk

Credit
risk
is
the
risk
of
the
Company suffering
a
financial
loss
as
the
result
of
its
counterparties
being
unable
to
perform
their
obligations.
The
Company is
exposed
to
credit
risk
from
its
operating
activities
(mainly
trade
receivables
and
customer
loans)
and
from
its
financing
activities,
including
deposits
and
investments
with
financial
institutions.
Therefore,
the
carrying
amount
of
cash
and
cash
equivalents,
financial
assets,
and
trade
receivables
represents
the
maximum
credit
exposure
of
€37.4
million
(2014:
€
52.6
million).

The Company's exposure
to
credit
risk
is
influenced
by
the
individual
characteristics
of
each
customer.
However,
Management
also
considers
factors
that
influence
the
credit
risk
of
its
customer
base,
including
the
default
risk
of
the
industry
and
the
country
in
which
the
customer
operates.
voxeljet seeks
to
minimize
such
risk
by
entering
into
transactions
with
counterparties
that
are
believed
to
be
creditworthy
business
partners
or
with
financial
institutions
which
meet
high
credit
rating
requirements.
In
addition,
the
portfolio
of
receivables
and
customer
advances
is
monitored
on
a
continuous
basis.
Credit
risk
is
limited
to
a
specified
amount
with
regard
to
individual
receivables.
As
of
December
31,
2015
there
was
only
one
customer
loan,
with
only
the
current
year
interest
payment
unpaid
and
outstanding.
The
interest
was
fully
settled
in
January
2016.
As
of
December
31,
2014
there
were
three
customer
loans
of
€1.1
million
in
total.
For
an
overview
of
the
aging
of
receivables
and
the
allowance
for
doubtful
accounts
refer
to
note
7.

The
Group
limits
its
exposure
to
credit
risk
by
investing
only
in
bond
funds
and
note
receivables
which
are
fully
guaranteed
by
the
financial
institutions
and
therefore
represents
short
term
credit
rating
of
A-3
based
on
Standard
&
Poor's
or
P-2
based
on
Moody's.

The
bank
deposit
are
held
with
financial
institutions,
which
are
rated
BBB
to
A2
based
on
Standard
&
Poor's
and
Moody's.

Liquidity risk

Liquidity
risk
is
the
risk
that
voxeljet might
not
have
sufficient
cash
to
meet
its
payment
obligations
associated
with
its
financial
liabilities
that
are
settled
by
delivering
cash
or
another
financial
asset.
The Company's approach
to
managing
liquidity
is
to
ensure,
as
far
as
possible,
that
it
will
have
sufficient

F-36

Table
of
Contents

19.
Financial
risk
management
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

liquidity
to
meet
its
liabilities
when
they
are
due,
under
both
normal
and
stressed
conditions,
without
incurring
unacceptable
losses
or
risking
damage
to
the
reputation
of
the
Company .
Liquidity
risk
is
countered
by
systematic,
day-by-day
liquidity
management
whose
fundamental
requirement
is
that
solvency
must
be
guaranteed
at
all
times.
A
major
responsibility
of
management
is
to
monitor
the
cash
balances
and
to
set
up
and
update
cash
planning
on
a
monthly
basis
to
ensure
liquidity.
At
all
times
cash
and
cash
equivalents
are
projected
on
the
basis
of
a
regular
financial
and
liquidity
planning.
The
monitoring
includes
the
expected
cash
inflows
on
trade
and
other
receivables
together
with
expected
cash
outflows
from
trade
and
other
payables.

The
following
are
the
remaining
contractual
maturities
of
financial
liabilities
and
trade
payables
at
the
reporting
date.
The
amounts
are
gross
and
undiscounted
and
include
contractual
interest
payments.

Year
Ended
December
31,

2015

(€
in
thousands)

Bank
overdrafts
and
lines
of
credit
Long-term
debt
Finance
lease
obligations
Trade
payables
Total

carrying

amount

384

752

1,305

1,759

4,200

Total

(384)

(807)

(1,389)

(1,759)

(4,339)

Contractual
cash
flow

2
months

or
less

2-12

months

1-3

years

3-5

years

—

(36)

(25)

(95)

(1,759)

(1,915)
(1,067)
(1,059)
(298)

(355)
(221)

(704)

(77)

—

(348)

(206)

(513)

—

Year
Ended
December
31,

2014

(€
in
thousands)

Bank
overdrafts
and
lines
of
credit
Long-term
debt
Finance
lease
obligations
Trade
payables
Total

carrying

amount

448

955

2,101

2,326

5,830

Total

(448)

(1,042)

(2,276)

(2,326)

(6,092)

Contractual
cash
flow

2
months

or
less

2-12

months

1-3

years

3-5

years

—

(25)

(112)

(1,914)

(2,051)
(1,426)
(1,915)
(627)

(448)

(211)

(439)
(294)

(561)
(1,270)
(333)

(206)

(206)
—

More
than

5
years

—

More
than

5
years

—

(73)
—

—

(73)

The
Company 's
short-
and
mid-term
liquidity
needs
are
currently
covered.
Due
to
the
proceeds
from
the
initial
public
offering
as
well
as
the
follow-on
offering,
the
Company considers
the
mid-term
liquidity
risk
as
minor.

20.
Capital
management

Management's
aim
is
to
maintain
a
strong
capital
base
so
as
to
maintain
investor,
creditor
and
market
confidence
and
to
sustain
future
development
of
the
business.

F-37

Table
of
Contents

20.
Capital
management
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

Equity
is
monitored
by
the
Company using
financial
ratios.
The
equity
used
as
a
basis
for
determining
the
equity
ratio
corresponds
to
the
equity
disclosed
in
the
Consolidated
Statement
of
Financial
Position.

Part
of
the
capital
management
strategy
is
to
reduce
the
number
of
sale
and
leaseback
transactions
for
3D
printing
equipment
used
in
the
production
of
printed
products
for
customers.
As
a
result
of
the
Company's increased
liquidity
from
its
public
equity
offerings,
certain
lease
contracts
will
be
terminated
prior
to
their
scheduled
maturity.

voxeljet's capital
structure
as
of
the
end
of
the
reporting
periods
2015
and
2014
was
as
follows:

CAPITAL
STRUCTURE

Equity

Share
of
total
equity
and
liabilities
Current
financial
liabilities
Non-current
financial
liabilities

Total
financial
liabilities

Share
of
total
equity
and
liabilities

Total
equity
and
liabilities

21.
Leases

Finance
leases

Lessee

Year
Ended
December
31,

2015
2014
(€
in
thousands)

61,469

71,300

87.7%

1,150

1,291

2,441

3.5%

87.9%
1,241

2,263

3,504

4.3%

70,120

81,095

Future
minimum
lease
payments
under
financing
lease
arrangements
at
the
end
of
the
considered
reporting
periods
were
as
follows:

PRESENT
VALUE
OF
MINIMUM
LEASE
PAYMENTS

due
within
1
year
due
between
1
and
5
years
due
in
more
than
5
years
Total

Year
Ended
December
31,
2015

Minimum
future
lease

payments
obligation

Unamortized

interest
expense

(€
in
thousands)

Present
value
of
minimum

future
lease
payments

obligation

608

781

—

1,389

(49)

(35)

—

(84)

559

746

—

1,305

F-38

Table
of
Contents

21.
Leases
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

due
within
1
year
due
between
1
and
5
years
due
in
more
than
5
years
Total

Operating
Leases

Lessee

Year
Ended
December
31,
2014

Minimum
future
lease

payments
obligation

Unamortized

interest
expense

(€
in
thousands)

Present
value
of
minimum

future
lease
payments

obligation

658

1,572

—

2,230

(81)

(91)

—

(172)

577

1,481

—

2,058

The
estimated
payment
schedule
regarding
operating
leases
at
the
end
of
the
considered
reporting
periods
was
as
follows:

OPERATING
LEASE
OBLIGATIONS

Less
than
1
year
1
to
5
years
Over
five
years
Total

Year
Ended
December
31,

2014
2015
(€
in
thousands)

507

857

—

1,364

479

1,399

—

1,878

Operating
lease
expenses
were
kEUR
813,
kEUR
348,
and
kEUR
377
in
the
financial
years
2015,
2014,
and
2013,
respectively.
Operating
lease
expenses
are
primarily
related
to
the
rental
agreements
for
real
estate
regarding
our
foreign
operations
and
a
new
rented
building
at
our
German
headquarters
put
in
service
in
2015.

Lessor

voxeljet leased
five
of
its
self-produced
3D
printers
to
customers.
Under
the
lease
contracts,
voxeljet bears
a
majority
of
the
substantial
risks
and
rewards
of
the
underlying
assets.

F-39

Table
of
Contents

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

21.
Leases
(Continued)

Operating
lease
payments
receivable
for
subleases

Less
than
1
year
1
to
5
years
Over
five
years
Total

Year
Ended
December
31,

2015
2014
(€
in
thousands)

—

183

157

183

—

340

The
operating
lease
income
was
kEUR
225,
kEUR
169
and
kEUR
126
in
the
financial
years
2015,
2014,
and
2013,
respectively.

22.
Commitments,
contingent
assets
and
liabilities

In
connection
with
the
enforcement
of
voxeljet's intellectual
property
rights,
the
acquisition
of
third-party
intellectual
property
rights,
or
disputes
related
to
the
validity
or
alleged
infringement
of
the
Company 's
or
a
third-party's
intellectual
property
rights,
including
patent
rights,
voxeljet has
been
and
may
in
the
future
be
subject
or
party
to
claims,
negotiations
or
complex,
protracted
litigation.

On
December
1,
2015,
the
Company signed
a
definitive
agreement
to
form
an
equity
joint
venture
with
Suzhou
Meimai
Fast
Manufacturing
Technology
Co.,
Ltd.
("Meimai")
to
pursue
opportunities
in
the
industrial
3D
printing
market
in
China.
voxeljet AG is
committed
to
make
a
capital
contribution
of
RMB
19.2
million
(€2.7
million)
as
part
of
its
joint
venture
arrangement
with
Meimai.
voxeljet AG's capital
contribution
will
be
made
in
three
tranches
of
RMB
6.5
million
(€0.9
million)
in
each
of
2016,
2017
and
2018.

23.
Related
party
transactions

Related
party
transactions
at
voxeljet mainly
consist
of
transactions
with
individuals
on
the
Management
Board
and
Supervisory
Board.

Key
management
is
defined
as
those
individuals
having
authority
and
responsibility
for
planning,
directing
and
controlling
the
activities
of
the
Company
within
their
function
and
within
the
interest
of
the
Company .

The
following
table
presents
the
amount
and
components
of
Management
Board
compensation:

MANAGEMENT
COMPENSATION

Fixed
compensation
Variable
compensation
Total

506

—

506

504

560

352

250

602

F-40

2015

Year
Ended
December
31,
2014
(€
in
thousands)

2013

Table
of
Contents

23.
Related
party
transactions
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

Management
Board
remuneration
currently
consists
of
a
fixed
monetary
remuneration,
other
fixed
benefits
(including
Company car
allowances
and
contributions
to
a
direct
contribution
plan),
and
a
variable
bonus.

At
December
31,
2015
and
2014,
amounts
of
kEUR
0
and
kEUR
276
were
accrued
for
Management
Board
compensation.

voxeljet 's
Chief
Executive
Officer
agreed
to
personally
guarantee
EUR
75,000
of
a
loan
from
Bayerische
Hypo-
und
Vereinsbank
AG,
Munich,
Germany,
to
the
Company .
Three
of
the
shareholders
of
voxeljet pursuant
to
an
agreement,
dated
September
1,
2010,
each
agreed
to
reimburse
the
Chief
Executive
Officer
EUR
18,750
in
case
voxeljet defaults
on
the
loan
and
the
Chief
Executive
Officer
was
required
to
pay
any
sums
under
his
personal
guarantee.
The
Company paid
an
interest
rate
of
6.00%
per
annum
on
the
guaranteed
amount
to
each
guarantor.
The
guarantee
and
the
agreement
with
the
shareholders
were
terminated
in
March
2014.

Transactions
with
related
parties

A
related
party
relationship
could
have
an
effect
on
the
profit
and
loss
and
financial
position
of
the
Company .
Defined
as
related
parties
are
individuals
or
other
third
parties
with
whom
voxeljet has
common
control
relationships.

OTHER
RELATED
PARTIES

Name
Franz
Industriebeteiligungen
AG,
Augsburg
Schlosserei
und
Metallbau
Ederer,
Dießen

Nature
of
relationship
Duration
of
relationship

Owner
Supplier

10/01/2003-Current

05/01/1999-Current

The
main
transactions
with
other
related
individuals
were
the
following:

Franz
Industriebeteiligungen
AG,
Augsburg,
Germany,
is
owned
by
Mr.
Rudolf
Franz
who
worked
as
an
external
consultant
at
voxeljet until
June
30,
2013.
Since
July,
1,
2013,
he
has
been
the
Chief
Financial
Officer
of
voxeljet AG .
For
his
external
consulting
services,
Franz
Industriebeteiligungen
AG,
received
compensation
on
a
regular
basis
which
was
split
into
a
fixed
and
variable
component,
amounted
to
the
following:
kEUR
99
(kEUR
70
fixed
and
kEUR
29
variable)
for
2013.
Other
transactions
with
Franz
Industriebeteiligungen
AG
comprise
the
rental
of
office
space
in
Augsburg,
Germany.
Rental
expenses
amounted
to
kEUR
2,
in
each
of
2015,
2014
and
2013.
In
addition,
Franz
Industriebeteiligungen
AG
received
payments
related
to
the
use
of
certain
paintings
which
are
placed
in
the
administrative
building
in
Friedberg.
Associated
rental
expenses
amount
to
kEUR
2
in
each
of
2015,
2014,
and
2013.

Further,
voxeljet acquired
goods
amounting
to
kEUR
38,
kEUR
29,
and
kEUR
20
in
2015,
2014
and
2013
from
'Schlosserei
und
Metallbau
Ederer',
which
is
owned
by
the
brother
of
Dr.
Ingo
Ederer,
the
Chief
Executive
Officer
of
voxeljet .

24.
Equity

On
October
23,
2013,
the
Company completed
its
initial
public
offering
of
7,475,000
American
Depositary
Shares
("ADSs")
at
a
public
offering
price
of
USD
13.00
per
ADS.
Of
the
7,475,000
ADSs
sold
in
the
public
offering,
5,600,000
were
sold
by
the
Company and
1,875,000
were
sold
by
its

F-41

Table
of
Contents

24.
Equity
(Continued)

NOTES
TO
THE
CONSOLIDATED
FINANCIAL
STATEMENTS
(Continued)

shareholders
(the
"Selling
Shareholders").
As
a
result
of
the
offering,
the
Company received
net
proceeds
of
approximately
USD
64.5
million,
or
approximately
€46.8
million,
after
deducting
underwriting
discounts
and
commissions
and
€2.2
million
in
offering
costs.

On
April
16,
2014,
the
Company completed
a
follow-on
offering
of
3,000,000
ADSs
at
a
public
offering
price
of
USD
15.00
per
ADS.
Net
proceeds
from
the
follow-on
offering
to
the
Company were
approximately
USD
41.4
million.
On
April
24,
2014,
the
underwriters
in
the
follow-on
offering
purchased
450,000
ADSs
from
the
Selling
Shareholders
pursuant
to
the
overallotment
option
they
were
granted
in
the
follow-on
offering.
The
net
proceeds
to
the
Selling
Shareholders
were
approximately
USD
6.4
million,
or
approximately
€4.6
million.
The
Company did
not
receive
any
proceeds
from
the
sale
of
ADSs
by
the
Selling
Shareholders.

At
December
31,
2015,
3,720,000
no-par
value
ordinary
shares
were
issued
and
outstanding.
There
is
only
a
single
class
of
ordinary
shares
with
the
same
rights,
preferences
and
restrictions.
Each
share
entitles
the
holder
to
one
vote
at
the
shareholders'
meeting.
Shareholders
participate
in
the
profits
according
to
their
share
in
the
share
capital,
based
on
their
number
of
shares
held.
The
general
shareholders'
meeting
resolves
the
appropriation
of
the
balance
sheet
profit
established
in
the
annual
financial
statements
and
the
dividends.

The
Articles
of
Association
authorize
the
Management
Board,
subject
to
the
consent
of
the
Supervisory
Board,
to
increase
the
Company's registered
share
capital
in
one
or
more
tranches
by
up
to
kEUR
1,860
new
no
par
value
ordinary
shares
against
contribution
in
cash
or
in
kind
until
May
26,
2019.

25.
Subsequent
Events

In
February
2016,
voxeljet concluded
three
loan
agreements
with
Kreissparkasse
Augsburg,
Germany,
in
an
aggregate
amount
of
€4.0
million
to
finance
the
construction
of
new
office
and
production
facilities
in
Friedberg
comprised
of
(i)
a
loan
agreement
in
the
amount
of
€2.0
million
with
a
fixed
interest
rate
of
2.47%
per
annum
due
December
30,
2025,
(ii)
a
loan
agreement
in
the
amount
of
€1.0
million
with
a
fixed
interest
rate
of
2.72%
per
annum
due
December
30,
2030
and
(iii)
a
loan
agreement
in
the
amount
of
€1.0
million
with
a
variable
interest
rate
of
1.75%
per
annum,
which
can
be
terminated
by
either
party
upon
three
months'
notice.
Among
other
terms,
the
loan
agreements
contain
(i)
certain
covenants,
including
that
voxeljet deposit
€2.0
million
with
Kreissparkasse
Augsburg
until
it
has
reached
certain
ratio
with
respect
to
its
ability
to
service
the
debt
by
the
end
of
2019,
and
(ii)
change
of
control
provisions
concerning
the
ownership
of
the
Company
by
its
executive
officers,
Dr.
Ingo
Ederer
and
Rudolf
Franz.
In
case
voxeljet fails
to
meet
that
ratio
by
the
end
of
its
business
year
2019,
voxeljet is
obliged
to
pledge
€2.0
million
for
the
benefit
of
the
lender.
In
addition,
the
land
owned
by
voxeljet upon
which
the
facilities
will
be
built
will
serve
as
collateral
under
the
loan
agreements.
Management
expects
that
construction
will
commence
in
May
2016.

F-42

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Subsidiaries
of
voxeljet
AG

EXHIBIT
8.1

Business-Entity
voxeljet
America
Inc.

voxeljet
UK
Ltd.

voxeljet
India
Pvt.
Ltd.

First

consolidation
date

February
5,
2014

October
1,
2014

January
21,
2016

100.00%

QuickLinks

EXHIBIT
8.1

Subsidiaries
of
voxeljet
AG

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Exhibit
12.1

CERTIFICATION
OF
CHIEF
EXECUTIVE
OFFICER

PURSUANT
TO
SECTION
302
OF
THE
SARBANES-OXLEY
ACT
OF
2002

I,
Dr.
Ingo
Ederer,
certify
that:

I
have
reviewed
this
Annual
Report
on
Form
20-F
of
voxeljet
AG;

Based
on
my
knowledge,
this
report
does
not
contain
any
untrue
statement
of
a
material
fact
or
omit
to
state
a
material
fact
necessary
to
make
the
statements
made,
in
light
of
the
circumstances
under
which
such
statements
were
made,
not
misleading
with
respect
to
the
period
covered
by
this
report;

Based
on
my
knowledge,
the
financial
statements,
and
other
financial
information
included
in
this
report,
fairly
present
in
all
material
respects
the
financial
condition,
results
of
operations
and
cash
flows
of
the
registrant
as
of,
and
for,
the
periods
presented
in
this
report;

The
registrant's
other
certifying
officer
and
I
are
responsible
for
establishing
and
maintaining
disclosure
controls
and
procedures
(as
defined
in
Exchange
Act
Rules
13a-15(e)
and
15d-15(e))
and
internal
control
over
financial
reporting
(as
defined
in
Exchange
Act
Rules
13a-15(f)
and
15d-15(f))
for
the
registrant
and
have:

(a)

(b)

(c)

(d)

Designed
such
disclosure
controls
and
procedures,
or
caused
such
disclosure
controls
and
procedures
to
be
designed
under
our
supervision,
to
ensure
that
material
information
relating
to
the
registrant,
including
its
consolidated
subsidiaries,
is
made
known
to
us
by
others
within
those
entities,
particularly
during
the
period
in
which
this
report
is
being
prepared;

Designed
such
internal
control
over
financial
reporting,
or
cause
such
internal
control
over
financial
reporting
to
be
designed
under
our
supervision,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation
of
financial
statements
for
external
purposes
in
accordance
with
generally
accepted
accounting
principles;

Evaluated
the
effectiveness
of
the
registrant's
disclosure
controls
and
procedures
and
presented
in
this
report
our
conclusions
about
the
effectiveness
of
the
disclosure
controls
and
procedures,
as
of
the
end
of
the
period
covered
by
this
report
based
on
such
evaluation;
and

Disclosed
in
this
report
any
change
in
the
registrant's
internal
control
over
financial
reporting
that
occurred
during
the
registrant's
most
recent
fiscal
quarter
(the
registrant's
fourth
fiscal
quarter
in
the
case
of
an
annual
report)
that
has
materially
affected,
or
is
reasonably
likely
to
materially
affect,
the
registrant's
internal
control
over
financial
reporting.

The
registrant's
other
certifying
officer
and
I
have
disclosed,
based
on
our
most
recent
evaluation
of
internal
control
over
financial
reporting,
to
the
registrant's
auditors
and
the
audit
committee
of
the
registrant's
board
of
directors
(or
other
persons
performing
the
equivalent
functions):

(a)

(b)

All
significant
deficiencies
and
material
weaknesses
in
the
design
or
operation
of
internal
control
over
financial
reporting
which
are
reasonably
likely
to
adversely
affect
the
registrant's
ability
to
record,
process,
summarize
and
report
financial
information;
and

Any
fraud,
whether
or
not
material,
that
involves
management
or
other
employees
who
have
a
significant
role
in
the
registrant's
internal
control
over
financial
reporting.

/s/
DR.
INGO
EDERER

Dr.
Ingo
Ederer

Chief Executive Officer
(Principal Executive Officer)

Dated:
March
31,
2016

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Exhibit
12.1

CERTIFICATION
OF
CHIEF
EXECUTIVE
OFFICER
PURSUANT
TO
SECTION
302
OF
THE
SARBANES-OXLEY
ACT
OF
2002

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--
Click
here
to
rapidly
navigate
through
this
document

Exhibit
12.2

CERTIFICATION
OF
CHIEF
FINANCIAL
OFFICER

PURSUANT
TO
SECTION
302
OF
THE
SARBANES-OXLEY
ACT
OF
2002

I,
Rudolf
Franz,
certify
that:

I
have
reviewed
this
Annual
Report
on
Form
20-F
of
voxeljet
AG;

(a)

(b)

(c)

(d)

(a)

(b)

Any
fraud,
whether
or
not
material,
that
involves
management
or
other
employees
who
have
a
significant
role
in
the
registrant's
internal
control
over
financial
reporting.

/s/
RUDOLF
FRANZ

Rudolf
Franz

Chief Financial Officer
(Principal Financial Officer)

Dated:
March
31,
2016

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Exhibit
12.2

CERTIFICATION
OF
CHIEF
FINANCIAL
OFFICER
PURSUANT
TO
SECTION
302
OF
THE
SARBANES-OXLEY
ACT
OF
2002

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--
Click
here
to
rapidly
navigate
through
this
document

CERTIFICATION
OF
CHIEF
EXECUTIVE
OFFICER

PURSUANT
TO
18
U.S.C.
SECTION
1350,

AS
ADOPTED
PURSUANT
TO
SECTION
906
OF
THE
SARBANES-OXLEY
ACT
OF
2002

Exhibit
12.3

In
connection
with
the
Annual
Report
on
Form
20-F
of
voxeljet
AG
(the
"Company")
for
the
year
ended
December
31,
2015
as
filed
with
the
Securities
and
Exchange
Commission
on
the
date
hereof
(the
"Report"),
the
undersigned,
Dr.
Ingo
Ederer,
Chief
Executive
Officer
of
the
Company,
hereby
certifies,
pursuant
to
18
U.S.C.
Section
1350,
that:

(1)

(2)

The
Report
fully
complies
with
the
requirements
of
Section
13(a)
or
15(d)
of
the
Securities
Exchange
Act
of
1934,
as
amended;
and

The
information
contained
in
the
Report
fairly
presents,
in
all
material
respects,
the
financial
condition
and
results
of
operations
of
the
Company.

/s/
DR.
INGO
EDERER

Dr.
Ingo
Ederer

Chief Executive Officer
(Principal Executive Officer)

Dated:
March
31,
2016

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Exhibit
12.3

CERTIFICATION
OF
CHIEF
EXECUTIVE
OFFICER
PURSUANT
TO
18
U.S.C.
SECTION
1350,
AS
ADOPTED
PURSUANT
TO
SECTION
906
OF
THE
SARBANES-OXLEY
ACT
OF
2002

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--
Click
here
to
rapidly
navigate
through
this
document

CERTIFICATION
OF
CHIEF
FINANCIAL
OFFICER

PURSUANT
TO
18
U.S.C.
SECTION
1350,

AS
ADOPTED
PURSUANT
TO
SECTION
906
OF
THE
SARBANES-OXLEY
ACT
OF
2002

Exhibit
12.4

In
connection
with
the
Annual
Report
on
Form
20-F
of
voxeljet
AG
(the
"Company")
for
the
year
ended
December
31,
2015
as
filed
with
the
Securities
and
Exchange
Commission
on
the
date
hereof
(the
"Report"),
the
undersigned,
Rudolf
Franz,
Chief
Financial
Officer
of
the
Company,
hereby
certifies,
pursuant
to
18
U.S.C.
Section
1350,
that:

(1)

(2)

The
Report
fully
complies
with
the
requirements
of
Section
13(a)
or
15(d)
of
the
Securities
Exchange
Act
of
1934,
as
amended;
and

The
information
contained
in
the
Report
fairly
presents,
in
all
material
respects,
the
financial
condition
and
results
of
operations
of
the
Company.

/s/
RUDOLF
FRANZ

Rudolf
Franz

Chief Financial Officer
(Principal Financial Officer)

Dated:
March
31,
2016

QuickLinks

Exhibit
12.4

CERTIFICATION
OF
CHIEF
FINANCIAL
OFFICER
PURSUANT
TO
18
U.S.C.
SECTION
1350,
AS
ADOPTED
PURSUANT
TO
SECTION
906
OF
THE
SARBANES-OXLEY
ACT
OF
2002