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Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on April 7, 2014 Registration No. 333-194843 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 voxeljet AG (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Federal Republic of Germany (State or other jurisdiction of incorporation or organization) 3555 (Primary Standard Industrial Classification Code Number) Not Applicable (I.R.S. Employer Identification Number) Paul-Lenz Straße 1b 86316 Friedberg, Germany (49) 821 7483 100 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Corporation Service Company 1090 Vermont Avenue N.W. Washington, DC 20005 (800) 927-9800 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David S. Rosenthal, Esq. Berthold A. Hummel, Esq. Dechert LLP 1095 Avenue of the Americas New York, NY 10036 William F. Schwitter, Esq. Paul Hastings LLP 75 East 55th Street New York, NY 10022 (212) 318-6000 (212) 698-3500 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1) Ordinary shares, €1.00 nominal value per share Amount to be registered (2) Proposed maximum offering price per ordinary share (3) Proposed maximum aggregate offering price (3) Amount of registration fee 920,000 $129.13 $118,799,600 $15,302 (4) (1) American depositary shares, or ADSs, issuable upon deposit of the ordinary shares registered hereby are registered under a separate Registration Statement on Form F-6 (File No. 333-191526). Each ADS represents one-fifth of an ordinary share. (2) Includes 120,000 ordinary shares issuable upon exercise of an option to purchase additional shares granted to the underwriters. (3) Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the "Securities Act"). In accordance with Rule 457(c) of the Securities Act, the proposed maximum offering price per share is the average of the high and low selling price of the ADSs on April 3, 2014 as reported on the New York Stock Exchange. (4) $14,168 was previously paid on March 27, 2014. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated April 7, 2014 4,000,000 American Depositary Shares Representing 800,000 Ordinary Shares voxeljet AG $ per American Depositary Share • voxeljet AG, a German stock corporation, is offering 3,000,000 American Depositary Shares, or ADSs, and the selling shareholders identified in this prospectus are offering 1,000,000 ADSs. We will not receive any proceeds from the sale of ADSs by the selling shareholders. Each ADS will represent one- fifth of an ordinary share with a nominal value of €1.00 per share. • Our ADSs are listed on the New York Stock Exchange under the symbol VJET. • On April 4, 2014, the last reported sale price of our ADSs on the New York Stock Exchange was $25.04. This investment involves risk. See "Risk Factors" beginning on page 13. Per ADS Public offering price Underwriting discounts (1) Proceeds, before expenses, to voxeljet AG Proceeds, before expenses, to the selling shareholders $ $ $ $ Total $ $ $ $ (1) In addition to the underwriting discounts payable by us, we have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting." The underwriters have a 30-day option to purchase up to 600,000 additional ADSs from the selling shareholders to cover over-allotments, if any . We are an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act and, as such, will be subject to reduced public company reporting requirements for future filings. See "Prospectus Summary — Implications of Being an Emerging Growth Company." Neither the Securities and Exchange Commission nor any state securities commission has approved of anyone's investment in these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Delivery of the ADSs will be made against payment in New York, New York on or about , 2014. Piper Jaffray Citigroup Cowen and Company Stephens Inc. The date of this prospectus is , 2014 Table of Contents Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY RISK FACTORS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS EXCHANGE RATES MARKET PRICE FOR OUR AMERICAN DEPOSITARY SHARES USE OF PROCEEDS DIVIDEND POLICY CAPITALIZATION DILUTION SELECTED FINANCIAL AND OPERATING DATA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS MANAGEMENT CERTAIN TRANSACTIONS PRINCIPAL AND SELLING SHAREHOLDERS DESCRIPTION OF SHARE CAPITAL DESCRIPTION OF AMERICAN DEPOSITARY SHARES SHARES ELIGIBLE FOR FUTURE SALES EXCHANGE CONTROLS AND LIMITATIONS AFFECTING SHAREHOLDERS TAXATION UNDERWRITING EXPENSES RELATED TO THIS OFFERING LEGAL MATTERS EXPERTS SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES WHERE YOU CAN FIND MORE INFORMATION INDEX TO FINANCIAL STATEMENTS 1 13 38 40 41 42 43 44 45 47 49 69 88 102 104 107 114 126 128 129 141 147 147 147 147 149 F-1 You should rely only on the information contained in this prospectus or contained in any free writing prospectus we file with the Securities and Exchange Commission, or the SEC. Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the SEC. We are offering to sell, and seeking offers to buy, our ADSs only in jurisdictions where offers and sales of these securities are legally permitted. The information contained in this prospectus or in any free writing prospectus we file is accurate only as of its date, regardless of the time of delivery of this prospectus or of any sale of our ADSs. Our business, financial condition, results of operation and prospects may have changed since that date. All references in this prospectus to "U.S. dollars" or "$" are to the legal currency of the United States and all references to "€" or "euro" are to the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the treaty establishing the European Community, as amended. Solely for the convenience of the reader, unless otherwise indicated, all amounts in U.S. dollars have been converted from euros to U.S. dollars at an exchange rate of $1.3779 per euro, the exchange rate on December 31, 2013. These conversions should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or any other exchange rate at that or any other date. i Table of Contents PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider in making your investment decision. Before investing in our ADSs, you should read this entire prospectus carefully, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes, for a more complete understanding of our business and this offering. Except as otherwise required by the context, references to "voxeljet," "Company," "we," "us" and "our" are to voxeljet AG and its legal predecessor Voxeljet Technology GmbH. 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, wood powder and cement. We believe that our recent innovations in 3D printers will continue to increase customer adoption of our additive manufacturing technology in industrial and commercial applications. Recent key innovations include: • The VX4000 system, which offers a build box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more than six times the volume of the next largest commercially available 3D printer. The VX4000 prints at a speed of 75 seconds per layer, yielding a volumetric output rate of 123.0 liters per hour, the highest in the industry. This printer enables the user to print cost-effectively either a single, large-scale part or large quantities of customized smaller parts in a single batch. • The VXC800, which we believe is the only continuous build 3D printer currently on the market, has a build envelope of 850 × 500 millimeters, with the third dimension being theoretically unlimited. Unlike other additive manufacturing systems, the VXC800 utilizes a conveyer platform which permits the manufacturing of products that are not constrained by the length of a build box. We believe this process, enabled by our proprietary design, creates new opportunities in the direct digital manufacturing of parts, as this 3D printer can be integrated into our customers' workflows in a manner that allows for uninterrupted production. 1 Table of Contents 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. 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. At our service center, which we believe is one of the largest additive manufacturing service centers in Europe, we create parts, molds, cores and models based on designs produced using 3D computer-aided design, or CAD, software. Our legal predecessor was founded in 1999 as Generis GmbH. We sold our first 3D printer in 2002 and commenced our on-demand parts services business in 2003. As of December 31, 2013, we had an installed base of 58 printers worldwide, and we operated one service center with approximately 16,000 square feet of production space, which was expanded at the end of 2013 and now includes over 40,000 square feet of production space. Our revenues grew to €11.7 million in 2013 from €8.7 million in 2012, an increase of 34.2%. Our total backlog of 3D printer orders at March 15, 2014 and December 31, 2013 was €4.1 million and €2.3 million, respectively. For the years ended December 31, 2012 and 2011, our backlog was €3.7 million and €1.7 million, respectively. Our backlog, which consisted of seven 3D printers as of March 15, 2014, represents 3D printers for which a customer has signed a purchase order, but which we have not shipped yet. We estimate that all of the systems in our backlog will ship prior to December 31, 2014. Our Industry Additive manufacturing, which is often referred to as 3D printing, is a process in which 3D printers produce parts designed with CAD software through the successive addition of thin layers of material until a three-dimensional shape is created. Additive manufacturing has traditionally been used for prototyping and concept modeling, but is now also increasingly being used in tooling, casting and direct part production. Many industrial and commercial customers have realized cost and time savings through the incorporation of additive manufacturing into their existing workflows, either complementing or replacing traditional manufacturing methods. Additive manufacturing processes do not require tooling, an integral part of traditional manufacturing, which allows for quicker turnaround times and minimal setup costs relative to traditional manufacturing. As additive manufacturing technologies continue to improve, particularly with respect to print speed and materials, we believe the addressable market for additive manufacturing solutions will continue to expand. We believe that additive manufacturing provides several advantages over traditional design and manufacturing processes, including: • Elimination of Design Constraints. 3D printers provide users with the flexibility to manufacture parts that would not be possible or economically feasible to produce using traditional manufacturing. Traditional manufacturing processes often limit product designs as a result of how parts are created through subtractive manufacturing, which requires the removal of material from a solid object. Additive manufacturing allows for the design of parts without these design-to-manufacture constraints. • Reduced Cost of Complexity. Additive manufacturing technology enables users to produce complex parts at little or no incremental cost versus simple parts because 3D printers build 2 Table of Contents three-dimensional shapes via the successive addition of thin layers of material, as opposed to the removal of material by drilling, milling or grinding. • Mass Customization. Because 3D printers do not require tooling or significant setup costs, users are able to produce customized parts in a cost-effective manner. Large-format, industrial additive manufacturing technology expands the opportunity for higher volume, customized part production. • Reduced Time to Market. 3D printers reduce the time between part design, development, testing and final part production. Additive manufacturing enables digital designs to be printed, tested and evaluated, and then modified quickly. Once the design is finalized, parts can immediately be produced without additional setup or tooling costs. • Cost Effective Short Run Production. The upfront setup costs required in traditional manufacturing are not required when using additive manufacturing technologies. Therefore, additive manufacturing represents an attractive alternative to traditional manufacturing when the production of a limited quantity of parts is needed. There are a number of available additive manufacturing technologies, including powder binding, inkjet, fused deposition modeling, stereolithography and selective laser sintering. The 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. The worldwide market for additive manufacturing products and services has grown from $1.3 billion in 2010 to $2.2 billion in 2012, representing a 29% compound annual growth rate, according to the Wohlers Report 2013. The Wohlers Report 2013 projects the worldwide additive manufacturing products and services market to reach approximately $6.0 billion by 2017 and $10.8 billion by 2021, representing 2012-2017 and 2012-2021 compound annual growth rates of 22% and 19%, respectively. Much of the recent growth has been driven by the demand for production parts. We believe that our addressable market is larger than the worldwide market for additive manufacturing products detailed in the Wohlers Report 2013. For example, the global market for machine tools totaled $93.2 billion in 2012, according to the 2013 World Machine Tool Output & Consumption Survey. In addition, according to the American Foundry Society, 90% of all manufactured goods contain some metal castings, with the global metal casting industry producing 98.6 million metric tons of metal castings in 2011 and the United States shipping $32.4 billion in metal castings in 2012. We believe these markets represent significant short and long-term revenue opportunities due to the advantages offered by our technology and the early adoption of additive manufacturing technologies in these markets. Our Competitive Strengths We believe that our competitive strengths include: Build box size. The size of the build box is important to many industrial and commercial customers, who may want to produce either large-scale industrial parts or large quantities of discrete parts in one batch. We currently offer six 3D printer platforms with varying build box sizes, ranging from 300 × 200 × 150 millimeters to 4,000 × 2,000 × 1,000 millimeters. Among our systems, the 3 Table of Contents VX4000 system offers a build box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more than six times the volume of the next largest commercially available 3D printer. Volumetric output rate. Due to our build box sizes and print speeds, we believe that our 3D printers provide among the highest output efficiency, as measured by the rate of volume output per hour, relative to competing additive manufacturing technologies. For example, our VX4000 machine features a volumetric output rate of 123.0 liters per hour, which we believe is the highest in the industry. Our industry leading volumetric output rates enable us to produce parts meeting the specifications of our customers at a cost and speed that is attractive relative to traditional manufacturing alternatives, which effectively expands our addressable market. Material sets. Our 3D printers can utilize various material sets, which include the combination of a particulate material, including sand or plastic, and our proprietary chemical binding agents. We believe that our currently commercialized material sets and technology can more readily address industrial and commercial applications than other additive manufacturing technologies because our materials meet or exceed the desired performance characteristics for a wide range of industrial and commercial applications or are already commonly used in traditional manufacturing processes. To meet our customer requirements, we are in varying stages of development of new material sets which include: • shell molding and chromite sands; • additional PMMA-based plastics; • ceramics; • silicon carbide; • tungsten carbide; • wood powder; and • cement. Track record of innovation. Our technology portfolio reflects our continued investments in a range of disciplines, including physics, chemistry, mechanical and electrical engineering and software development. We believe that we have a strong base of technology know-how, backed by our portfolio of intellectual property featuring patents and trade secrets covering processes, materials and equipment. As of February 28, 2014, we owned or co-owned 21 issued U.S. patents and 20 pending U.S. patent applications. In addition, we own or co-own patent rights in Europe, Asia and Canada. In total, as of February 28, 2014 our patent portfolio consisted of over 180 U.S. and international patents and patent applications. We also exchange information between our Services and our Systems segments to ensure that our development efforts are aligned with our customers' needs. We believe that we have a culture of innovation, and we expect to continue to enhance our solutions both to drive further market adoption of 3D printing and to broaden our market reach. Strong customer relationships. We are an early entrant in the market for additive manufacturing industrial part production, and we are one of the few providers of additive manufacturing solutions to commercial and industrial customers within the foundry, automotive, heavy equipment, power fluid handling and aerospace industries. We believe we have a reputation for providing high-quality systems and services in the marketplace and have 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 4 Table of Contents manufacturing in the film and entertainment industry, such as Propshop Modelmakers Ltd., or Propshop, and technical universities, such as the University of Rostock and the Vaal University of Technology. Many of our customers, including Daimler AG, BMW AG, Ford Motor Company and Propshop, are customers of both our Systems and Services segments. We pride ourselves on our ability to retain customers over time, as Daimler AG, BMW AG, Ford Motor Company, Volkswagen AG and Porsche SE have all 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. Together, these relationships provide us with significant insights into our customers' needs and help us to direct our research and development efforts. Extensive global sales agent network. In addition to our direct sales force, we have built an extensive global network of over 30 sales agents in Europe, the Americas, the Middle East, Africa, Asia and Australia. We will continue to invest in expanding our distribution footprint to further penetrate our existing markets and to reach attractive new geographies. We currently print parts on demand for our customers from our service center in Europe, and, in March 2014, we leased an approximately 50,000 square foot facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. In addition, we plan to expand our services footprint to include a service center in Asia. Our Business Strategies The principal elements of our growth strategy include: Enable adoption of our additive manufacturing technology. Our business model facilitates the adoption of our additive manufacturing technology by providing customers the ability to utilize our technology, either through our on-demand parts services or through the purchase of our 3D printers. Our customer relationships typically begin with the customer's purchase of parts, which we print in our on-demand parts service center. As our parts customers embrace additive manufacturing and our technology, they typically either increase the volume of their on-demand parts orders or purchase one of our 3D printers, or both depending on their needs. Expand capacity via the development of high-volume service centers in key geographic locations. Our on-demand parts business plays an integral role in the sale of our 3D printers, as a majority of our 3D printer sales have been generated from customers of our on-demand parts business. We believe that the establishment of large-scale service centers will allow us to take advantage of significant economies of scale and will maximize our return on investment in our on-demand parts business. We recently expanded our existing European service center from approximately 16,000 square feet to over 40,000 square feet of production space, and, in March 2014, we leased an approximately 50,000 square foot facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. We also intend to establish a new service center in Asia in 2015. Invest in research and development. We seek to identify ways we can apply our technology and expertise to meet a wider range of customer needs for both 3D printers and services. We have successfully introduced six printer platforms since 2007, including the VXC800 in 2012, which we believe is the only continuous build 3D printer currently on the market, and the VX4000 in 2011, which offers the largest commercially available 3D printer build box. In 2013, we introduced our latest platform, the VX2000. We continuously work with our customers to develop new material sets that will facilitate the adoption of our technology. In 2013, 2012 and 2011, we spent 23%, 18% and 18% of our revenues, respectively, on research and development investment. 5 Table of Contents Expand our sales and marketing presence. We plan to increase our market awareness by adding sales agents and increasing marketing efforts in order to increase sales of 3D printers and on-demand parts. We plan to expand our direct sales force and our network of over 30 sales agents throughout Europe, the Americas, the Middle East, Africa, Asia and Australia. We currently market our brand and our services at industry conferences, trade shows, and across various forms of digital and traditional media, and we will increasingly expand our marketing efforts in North America and Asia in conjunction with our geographic expansion to those regions. Further penetrate our targeted industry verticals. We continue to actively pursue opportunities in our targeted verticals, which utilize larger scale parts that require customization, complexity and short lead times. We believe our planned service center expansions, our continued investment in research and development and expanded sales and marketing capabilities will help us further penetrate these verticals. We serve our targeted industry verticals both directly and indirectly through foundries and service bureaus. Our targeted industry verticals include: • automotive; • aerospace; • film and entertainment; • art; • architecture; • engineering; • packaging; • education; • medical; and • consumer products. Company History / Corporate Information 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 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. 6 Table of Contents 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 $72,800,000 (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 subsidiary, Voxeljet of America Inc., was incorporated in Delaware. Voxeljet of America Inc. will be headquartered in our new facility near Detroit, Michigan and will conduct our North American operations, which we anticipate will commence in the third quarter of 2014. Our website is www.voxeljet.de . This website address is included in this prospectus as an inactive textual reference only. The information and other content appearing on our website are not part of this prospectus. 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. Office Location Our principal executive offices are located at Paul-Lenz-Straße 1b, 86316 Friedberg, Germany, and our telephone number is +49 821 7483 100. Our Risks and Challenges Our ability to implement our business strategy is subject to numerous risks and uncertainties. You should carefully consider all of the information set forth in this prospectus, and, in particular, the information under the heading "Risk Factors," prior to making an investment in our ADSs. These risks include, among others, the following: • 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 and operating results may fluctuate; • the long sales cycle for our products makes the timing of our revenues difficult to predict; • we may not be able to adequately increase demand for our products; • 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; • we are highly dependent upon sales to certain industries; • if our relationships with suppliers, especially with limited source suppliers of components of our products, were to terminate or our manufacturing arrangements were to be disrupted, our business could be adversely affected; • we may not be able to manage the expansion of our operations effectively in order to achieve our projected levels of growth; • our operations could suffer if we are unable to attract and retain key management or other key employees; and 7 Table of Contents • if we are unable to obtain patent protection or maintain trade secret protection for our products and/or processes or otherwise protect our intellectual property rights, our business could suffer. Implications of Being an Emerging Growth Company As a company with less than $1.0 billion in revenues for our fiscal year ended December 31, 2013, we qualify as an "emerging growth company" as defined in Section 2(a) of the U.S. Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act, or the JOBS Act, which was enacted in 2012. An emerging growth company may take advantage of exemptions from various reporting 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 of 2002, or the Sarbanes-Oxley Act; • being permitted to present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations; • reduced disclosure obligations regarding executive compensation; and • not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements. We may choose to take advantage of some or all of the available exemptions and have taken advantage of some of these exemptions in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold shares. We do not know if some investors will find our ADSs less attractive as a result of our utilization of these or other exemptions. The result may be a less active trading market for our ADSs and increased volatility in the price of our ADSs. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We currently prepare our financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, which do not have separate provisions for publicly traded and private companies. However, in the event we convert to generally accepted accounting principles in the United States, or U.S. GAAP, while we are still an emerging growth company, we may be able to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we had total annual gross revenues of at least $1.0 billion; (b) 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; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided to emerging growth companies in the JOBS Act. 8 Table of Contents The Offering American Depositary Shares offered: By voxeljet AG By the selling shareholders ADSs to be outstanding immediately after this offering Ordinary shares to be outstanding immediately after this offering Over-allotment option The ADSs Depositary Custodian Use of proceeds 3,000,000 ADSs 1,000,000 ADSs 11,475,000 ADSs 3,720,000 ordinary shares 600,000 ADSs offered by the selling shareholders Each ADS represents one-fifth of an ordinary share. The depositary will hold the ordinary shares underlying your ADSs. You will have rights as provided in the deposit agreement. You may cancel your ADSs and withdraw the underlying ordinary shares. The depositary will charge you fees for, among other acts, any cancellation. In certain limited instances described in the deposit agreement, we may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs, you agree to be bound by the terms of the deposit agreement then in effect. To better understand the terms of the ADSs, you should carefully read "Description of American Depositary Shares" in this prospectus. You should also read the deposit agreement, which is an exhibit to the Registration Statement that includes this prospectus. Citibank, N.A. Citigroup Global Markets Deutschland AG We expect to receive total estimated net proceeds from this offering of approximately $70.0 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses, assuming a public offering price of $25.04 per ADS (the closing trading price of our ADSs on the New York Stock Exchange on April 4, 2014). We intend to use the net proceeds of this offering for the following purposes: research and development initiatives, sales and marketing initiatives, potential further expansion of our on-demand parts service center in Europe and the establishment of new on-demand parts service centers in North America and Asia and general corporate purposes, including without limitation, potential acquisitions. See "Use of Proceeds" in this prospectus. We will not receive any proceeds from the sale of ADSs offered by the selling shareholders. 9 Table of Contents Dividend policy Risk factors New York Stock Exchange Symbol Neither we nor our predecessor entity, Voxeljet Technology GmbH, have ever declared any cash dividends on our ordinary shares, and we have no present intention of declaring or paying any dividends in the foreseeable future. You should carefully read the information set forth under "Risk Factors" beginning on page 13 of this prospectus and the other information set forth in this prospectus before deciding to invest in the ADSs. VJET Unless otherwise indicated, all information in this prospectus assumes that the underwriters do not exercise their over-allotment option. 10 Table of Contents Summary Financial and Operating Data We present below our summary historical financial and operating data as of and for each of the years in the three-year period ended December 31, 2013. The financial data as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 have been derived from our audited financial statements and the related notes, which are included elsewhere in this prospectus and 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 data as of December 31, 2011 have been derived from our audited financial statements and the related notes, which are not included in this prospectus and 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 historical results presented below are not necessarily indicative of the financial results to be expected for any future periods. You should read this information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Financial and Operating Data," and our financial statements and related notes, each included elsewhere in this prospectus. Statement of Comprehensive Income (Loss) Data: Year Ended December 31, 2013 2013 ($ in thousands, except share and per share data) (1) Revenues Cost of sales $ 16,105 9,707 € 2012 2011 (€ in thousands, except share and per share data) 11,688 € 8,711 € 7,045 4,957 7,257 4,337 Gross profit Selling expenses Administrative expenses Research and development expenses Other operating expenses Other operating (income) 6,398 3,638 2,309 3,653 803 (1,232 ) 4,643 2,640 1,676 2,651 583 (894 ) 3,754 1,510 758 1,573 62 (822 ) 2,920 1,160 670 1,313 140 (831 ) Operating profit (loss) Finance expense Finance (income) (2,774 ) 524 (51 ) (2,013 ) 380 (37 ) 673 363 (18 ) 468 389 (5 ) 345 384 328 116 84 41 Financial result 473 Profit (loss) before income taxes Income tax expenses 343 (3,246 ) 493 (3,740 ) (2,356 ) 358 € $ Other comprehensive (income) $ Total comprehensive income (loss) $ (3,740 ) € (2,714 ) € Earnings (loss) per share Weighted average number of $ (1.67 ) 2,252,000 € (1.21 ) 2,252,000 € — € (2,714 ) € Profit (loss) — € € 43 € (4 ) 213 € 47 0.11 2,000,000 € 0.02 2,000,000 212 (1 ) ordinary shares outstanding, adjusted to reflect changes in capital 11 Table of Contents Statement of Financial Position Data: As of December 31, 2013 2013 ($ in thousands) (1) Cash and cash equivalents Inventories Total assets Total liabilities Shareholders' equity $ € 46,103 5,017 79,802 17,246 62,557 33,459 3,641 57,916 12,516 45,400 2012 (€ in thousands) € 301 2,806 10,738 9,520 1,218 2011 € 498 2,011 9,768 8,763 1,005 Other Data: 2013 ($ in thousands, except 3D printers sold) (1) EBITDA (2) Earnings (loss) per ADS (3) 3D printers sold (4) $ $ Year Ended December 31, 2013 (717 ) (0.33 ) 9 € € 2012 2011 (€ in thousands, except 3D printers sold) (520 ) € 2,016 € (0.24 ) € 0.02 € 9 6 1,714 0.00 3 (1) 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 $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates." (2) We define EBITDA (earnings before interest, taxes, depreciation and amortization) as profit (loss) plus income tax expenses (benefit), financial result and depreciation and amortization. Disclosure in this prospectus of EBITDA, which is a non-IFRS financial measure, is intended as a supplemental measure of our performance that is not required by, or presented in accordance with, IFRS. EBITDA should not be considered as an alternative to profit (loss) or any other performance measure derived in accordance with IFRS. Our presentation of EBITDA should not be construed to imply that our future results will be unaffected by unusual or non-recurring items. The following table reconciles profit (loss) to EBITDA for the periods presented: 2013 ($ in thousands) (A) Profit (loss) Income tax expenses Financial result Depreciation $ EBITDA $ Year Ended December 31, 2013 2012 (€ in thousands) (3,740 ) € (2,714 ) € 212 493 358 116 473 343 345 2,057 1,493 1,343 (717 ) € (520 ) € 2,016 2011 € 43 41 384 1,246 € 1,714 (A) 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 $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates." (3) Each ADS represents one-fifth of an ordinary share. (4) Includes refurbished 3D printers but does not include test machines or 3D printers involved in sale and leaseback transactions. 12 Table of Contents RISK FACTORS Investing in our ADSs involves a high degree of risk. You should carefully consider the risks described below, which we believe are the material risks of our business, our industry, our intellectual property, the ADSs and this offering, before making an investment decision. If any of the following risks actually occurs, our business, financial condition and operating results could be harmed. In that case, the trading price of the ADSs could decline and you might lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this prospectus, including our financial statements and the related notes thereto. Risks Related to Our Business and Industry 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 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 quarter 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 13 Table of Contents 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 prospectus: • 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; • 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, including the adverse effects of the current economic crisis affecting Europe; • changes in accounting rules and tax laws; and 14 Table of Contents • changes in interest rates that affect returns on our cash balances and short-term investments. 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. 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 15 Table of Contents 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 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, and our business plan calls for further expansion over the next several years, including into North America and Asia. 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 16 Table of Contents 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 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. 17 Table of Contents 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. There is no guarantee that purchase orders that relate to 3D printers in our backlog will be consummated. Our backlog represents 3D printers for which a customer has signed a purchase order, but which we have not shipped yet. Our backlog as of March 15, 2014 and December 31, 2013 was €4.1 million and €2.3 million, respectively, and consisted of seven and four 3D printers. The underlying purchase orders and, thus, total backlog are subject to adjustments inherent in our line of business. While we anticipate that all of the 3D printers in our backlog will ship prior to December 31, 2014, we have had a customer cancel a purchase order in the past without a penalty. In addition, the purchase orders related to our backlog are still subject to installation and a satisfactory dry run at the customer's site. As a result, there is no guarantee that these purchase orders will be consummated. 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 62% and 53% of our total sales in 2013 and 2012, respectively. One of our growth strategies is to pursue opportunities for our business in several areas of the world, both inside and outside of Germany and Europe, any or all of which could be adversely affected by the risks set forth 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; 18 Table of Contents • 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. Although currency exchange rate fluctuations have not had an impact on our operations to date, 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. 19 Table of Contents 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. 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, 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 acquisitions on favorable terms, if at all. If we do complete an 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 20 Table of Contents • 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. The global financial crisis affecting the banking system and financial markets has resulted in a tightening of credit markets, lower levels of liquidity in many financial markets and extreme volatility in fixed income, credit, currency and equity markets. These conditions may make it more difficult for our end-users to obtain financing. 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. 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. 21 Table of Contents 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 our service center, 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. 22 Table of Contents 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. 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. 23 Table of Contents If our manufacturing facility or on-demand parts service center is 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 Europe. Our on-demand parts service center is also located in Europe. While we plan to add additional facilities in the future, including a facility near Detroit, Michigan for which we have signed a lease and anticipate commencing operations in the third quarter of 2014, all of our operations are currently performed at our facilities in Europe. 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 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 our international subsidiary 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 our international subsidiary 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 24 Table of Contents 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 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 two to four 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 "Business — Intellectual Property." 25 Table of Contents 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 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. 26 Table of Contents 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 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. Almost all 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. 27 Table of Contents 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 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 the ADSs and this offering As a new investor, you will experience substantial dilution as a result of this offering. The public offering price per ADS will be substantially higher than the net tangible book value per ADS prior to this offering. Consequently, if you purchase ADSs in this offering at an assumed public offering price of $25.04 (the closing trading price of our ADSs on the New York Stock Exchange on April 4, 2014), you will incur immediate dilution of $17.92 per ADS. For further information regarding the dilution resulting from this offering, please see the section entitled "Dilution" in this prospectus. This dilution is due in large part to the fact that our earlier investors paid substantially less than the assumed public offering price when they purchased their ordinary shares. 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 28 Table of Contents 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. Prior to this offering, members of our supervisory and management boards and holders of 5% or more of our ordinary shares beneficially owned 52.1% of our ordinary shares and, upon consummation of this offering, that same group will hold approximately 38.3% of our outstanding ordinary shares (including ordinary shares represented by ADSs), assuming no exercise of the underwriters' over-allotment option. These shareholders will 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. 29 Table of Contents Substantial future sales of our ordinary shares or ADSs in the public market, or the perception that these sales could occur, could cause the price of the ADSs to decline. Additional sales of our ordinary shares or ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of the ADSs to decline. Upon completion of this offering, we will have approximately 11.5 million ADSs outstanding representing approximately 2.3 million ordinary shares. All ADSs sold in this offering will be freely transferable without restriction or additional registration under the Securities Act. The ordinary shares and ADSs held by the members of our management board and supervisory board and the selling shareholders will be available for sale upon the expiration of a lock-up period, which will expire 90 days after the date of this prospectus. Any or all of these ordinary shares or ADSs may be released prior to expiration of the lock-up period with the prior written consent of Piper Jaffray & Co. and Citigroup Global Markets Limited. To the extent ordinary shares or ADSs are released before the expiration of the lock-up period and these ordinary shares or ADSs are sold into the market, the market price of the ADSs could decline. See "Shares Eligible for Future Sales" and "Underwriting" for a more detailed description of the terms of these "lock-up" arrangements. You 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 prospectus and the deposit agreement, 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 will 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, 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 ADS, 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. 30 Table of Contents 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 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. 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 "Management — Differences between Our Corporate Governance Practices and Those Set Forth in the New York Stock Exchange Listed Company Manual." 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 31 Table of Contents completed second fiscal quarter. Accordingly, we will next make a determination with respect to our foreign private issuer status on June 30, 2014. 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, 2013, an immaterial amount of our assets were located in the United States, although this may change 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 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 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. See "Prospectus Summary — Implications of Being an Emerging Growth Company." In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We currently prepare our financial statements in accordance with IFRS as issued by the IASB, which do not have separate provisions for publicly traded and private companies. However, in the event we convert to U.S. GAAP while we are still an emerging growth company, we may be able to take advantage of the benefits of this extended transition period and, as a result, during such time that we delay the adoption of any new or revised accounting standards, our financial statements may not be comparable to other companies that comply with all public company accounting standards. 32 Table of Contents 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. In particular, in the future, we will be required, under Section 404 of the Sarbanes-Oxley Act, to perform system and process evaluations and testing of our internal controls over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses in our internal control over financial reporting identified by our management or our independent registered public accounting firm. 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 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 our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements. In connection with the audit of our financial statements as of and for the year ended December 31, 2013, we concluded there is a material weakness in internal control over financial reporting. Under standards established by the Public Company Accounting Oversight Board, 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. 33 Table of Contents Our management identified a material weakness in our control over financial reporting attributable to the combination of our lack of sufficient financial reporting and accounting personnel with appropriate training in IFRS as issued by the IASB, and SEC rules and regulations with respect to financial reporting. As such, our controls over financial reporting were not designed or operating effectively, and as a result there were adjustments required in connection with closing our books and records and preparing our 2013 financial statements. These control deficiencies resulted in more than a remote likelihood that a material misstatement of our annual and interim financial statements would not be prevented or detected during our ordinary close process. In an effort to remediate our material weakness, we intend to hire additional finance and accounting personnel with appropriate training, build our financial management and reporting infrastructure, and further develop and document 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 of the Sarbanes-Oxley Act of 2002, and are therefore not currently required to make an assessment of 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 previously incur. 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 financial compliance costs and make some activities more time-consuming and costly. We estimate that our annual compliance expenses will be approximately €1 million in each of the next two fiscal years. 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. 34 Table of Contents U.S. investors may have difficulty enforcing civil liabilities against our Company or members of our management and supervisory boards and the experts named in this prospectus. The members of our management and supervisory boards and certain of the experts named in this prospectus 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, the members of our management and supervisory boards and certain of the experts named in this prospectus. 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 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. 35 Table of Contents 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, and by participating in this offering you will become a holder of ADSs with underlying shares in a German stock corporation. 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 "Management" and "Description of Share Capital." 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. We have broad discretion to determine how to use the funds raised in this offering and may use them in ways that may not enhance our operating results or the price of the ADSs. Our management will have broad discretion over the use of proceeds from this offering, and we could spend the proceeds from this offering in ways the holders of our ADSs may not agree with or that do not yield a favorable return, if any. We intend to use the net proceeds of this offering for the following 36 Table of Contents purposes: (i) research and development initiatives, sales and marketing initiatives, potential further expansion of our on-demand parts service center in Europe and the establishment of new on-demand parts service centers in North America and Asia; and (ii) general corporate purposes, including without limitation, potential acquisitions. However, our use of these proceeds may differ substantially from our current plans. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. If we do not invest or apply the proceeds of this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause the price of our ADSs to decline. 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 "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 "Taxation — Additional United States Federal Income Tax Consequences — PFIC Rules." 37 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus 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 prospectus 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 prospectus, 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 attract and retain key management or other key employees; 38 Table of Contents • 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; • our ability to protect our trade secrets and intellectual property; and • the other factors listed in the "Risk Factors" section of this prospectus and elsewhere in this prospectus. Any forward-looking statements that we make in this prospectus 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 prospectus 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 SEC after the date of this prospectus. See "Where You Can Find More Information." You should also read carefully the factors described in the "Risk Factors" section of this prospectus 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 prospectus 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. This prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties, some of which may not be publicly available. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty. We caution you not to give undue weight to such projections, assumptions and estimates. While we believe that these publications, studies and surveys are reliable, we have not independently verified the data contained in them. 39 Table of Contents EXCHANGE RATES Fluctuations in the exchange rate between the euro and the U.S. dollar will affect the U.S. dollar amounts received by owners of our ADSs on conversion of dividends, if any, paid in euro on the ordinary shares and will affect the U.S. dollar price of our 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 prospectus and other financial data appearing in this prospectus. Year Ended December 31, 2010 2011 2012 2013 Month Ended September 2013 October 2013 November 2013 December 2013 January 2014 February 2014 March 2014 (through March 28, 2014) High 1.4536 1.4875 1.3463 1.3816 High 1.3537 1.3810 1.3606 1.3816 1.3682 1.3806 1.3927 Low 1.1959 1.2926 1.2062 1.2774 Low 1.3120 1.3490 1.3357 1.3552 1.3500 1.3507 1.3731 Average 1.3261 1.4002 1.2909 1.3303 Average 1.3364 1.3646 1.3491 1.3708 1.3618 1.3665 1.3831 Year end 1.3269 1.2973 1.3186 1.3779 Month end 1.3535 1.3594 1.3606 1.3779 1.3500 1.3806 1.3753 The noon buying rate of the Federal Reserve Bank of New York for the euro on March 28, 2014 was €1.00 = $1.3753. 40 Table of Contents MARKET PRICE FOR OUR AMERICAN DEPOSITARY SHARES 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. October 2013 (from October 18, 2013) November 2013 December 2013 January 2014 February 2014 March 2014 April 2014 (through April 4, 2014) $ $ $ $ $ $ $ High 39.75 70.00 43.85 47.98 37.75 37.49 26.50 $ $ $ $ $ $ $ On April 4, 2014, the last reported sale price of our ADSs on the New York Stock Exchange was $25.04 per ADS. 41 Low 19.30 32.26 34.10 33.86 29.28 23.65 24.74 Table of Contents USE OF PROCEEDS We estimate that the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $70.0 million, assuming a public offering price of $25.04 per ADS (the closing trading price of our ADSs on the New York Stock Exchange on April 4, 2014). The selling shareholders will receive approximately $23.8 million in net proceeds from their sale of 1,000,000 ADSs in this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by the selling shareholders, which will be approximately $20,000, assuming a public offering price of $25.04 per share (the closing trading price of our ADSs on the New York Stock Exchange on April 4, 2014). If the underwriters' over-allotment option is exercised in full, we estimate the selling shareholders will receive net proceeds of approximately $38.0 million. We will not receive any proceeds from the sale of ADSs by the selling shareholders. See "Principal and Selling Shareholders" and "Underwriting." We intend to use the net proceeds of this offering for the following purposes: research and development initiatives, sales and marketing initiatives, potential further expansion of our on-demand parts service center, the establishment of new on-demand parts service centers in North America and Asia and for general corporate purposes, including without limitation, potential acquisitions. The foregoing represents our current intentions with respect to the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds. With respect to our intent to use the proceeds of this offering for potential acquisitions, at this time we have no agreements, arrangements or understandings in place with respect to any potential acquisitions and have not specifically identified any potential acquisition targets. The occurrence of unforeseen events or changed market and business conditions could result in the application of the net proceeds of this offering in a manner other than as described above. Pending our use of the net proceeds as described above, we may invest the net proceeds in short-term bank deposits or invest them in interest-bearing, investment-grade securities. 42 Table of Contents 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. All of the shares represented by the ADSs offered by this prospectus will 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 "Description of Share Capital," which explains 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 "Taxation — German Taxation of ADSs." 43 Table of Contents CAPITALIZATION The following table sets forth our capitalization as of December 31, 2013: • on an actual basis; and • on a pro forma basis to reflect the sale by us of 3,000,000 ADSs in this offering at an assumed public offering price of $25.04 per ADS (the closing trading price of our ADSs on the New York Stock Exchange on April 4, 2014), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. $ (1) Bank overdrafts and lines of credit Long-term debt Finance lease obligations Shareholders' equity: Subscribed capital Capital reserves Accumulated deficit As of December 31, 2013 Actual Pro Forma € $ (1) € (in thousands) 1,044 € 2,076 758 $ 1,507 1,044 € 2,076 758 1,507 4,850 3,520 4,850 3,520 4,299 63,436 3,120 46,038 5,126 132,623 3,720 96,250 (5,178 ) (3,758 ) Total shareholders' equity 62,557 45,400 Total capitalization $ 70,528 € $ (5,178 ) 132,571 51,185 $ 140,542 € (3,758 ) 96,212 101,997 (1) Amounts in this column are not audited and have been converted from euros into U.S. dollars solely for the convenience of the reader at an exchange rate of $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates." 44 Table of Contents DILUTION If you invest in our ADSs in this offering, your interest will be diluted immediately to the extent of the difference between the assumed public offering price per ADS and the pro forma net tangible book value per ADS after this offering. Dilution results from the fact that the assumed public offering price per ADSs is substantially in excess of the net tangible book value per ADS attributable to our existing shareholders for our ordinary shares that will be outstanding immediately prior to the closing of this offering. We calculate net tangible book value per ordinary share by dividing the net tangible book value (total assets less intangible assets and total liabilities) by the number of outstanding ordinary shares. For purposes of illustration, the following discussion assumes that all of our outstanding shares both before and after this offering are in the form of ADSs, each representing one-fifth of an ordinary share. Dilution is determined by subtracting net tangible book value per ADS from the assumed public offering price per ADS. Our net tangible book value as of December 31, 2013 was approximately $62.5 million, or $4.00 per ADS. After giving effect to the sale by us of our ADSs in this offering at an assumed public offering price of $25.04 per ADS (the closing trading price of our ADSs on the New York Stock Exchange on April 4, 2014), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of December 31, 2013 would have been approximately $132.5 million, or $7.12 per ADS. This amount represents an immediate increase in our pro forma net tangible book value of $3.12 per ADS to our existing shareholders and an immediate dilution of $17.92 per ADS to new investors purchasing our ADSs in this offering at the public offering price. The following table illustrates this dilution per ADS: Per ADS (in $) $ 25.04 Assumed public offering price Net tangible book value before the change attributable to investors purchasing ADSs in this offering Increase in net tangible book value attributable to investors purchasing ADSs in this offering $ 4.00 3.12 Pro forma net tangible book value after giving effect to this offering Dilution to new investors 7.12 $ 17.92 The following table summarizes on a pro forma basis, as of December 31, 2013, the differences between the shareholders as of December 31, 2013 and the new investors with respect to the number of ordinary shares purchased from us and the selling shareholders, the total consideration paid and the average price per ordinary share paid by existing shareholders and by investors participating in this 45 Table of Contents offering at an assumed public offering price of $25.04 per ADS, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us: Ordinary Shares Purchased Number Total Consideration Percent Amount (in $) Average Price per Ordinary Share Average Price per ADS (in $) (in $) Percent Existing shareholders New investors 2,920,000 800,000 78.5 %$ 21.5 %$ 99,182,851 100,160,000 49.8 % $ 50.2 % $ 33.97 125.20 $ 6.79 $ 25.04 Total 3,720,000 100.0 %$ 199,342,851 100.0 % $ 53.59 $ 10.72 If the underwriters exercise their option to purchase additional ADSs in full, our existing shareholders would own 14,000,000 ADSs, or 75.3%, in the aggregate, and our new investors would own 4,600,000 ADSs, or 24.7%, in the aggregate, of the total number of ADSs outstanding after this offering. To the extent that we grant options or other equity awards to our employees or members of our management or supervisory boards in the future, and those options or other equity awards are exercised or become vested or other issuances of our ordinary shares are made, there will be further dilution to new investors. 46 Table of Contents SELECTED FINANCIAL AND OPERATING DATA We present below our selected historical financial and operating data as of and for each of the years in the four-year period ended December 31, 2013. The financial data as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 have been derived from our audited financial statements and the related notes, which are included elsewhere in this prospectus and 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 data as of December 31, 2011 and 2010 and for the year ended December 31, 2010 have been derived from our audited financial statements and the related notes, which are not included in this prospectus and 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). 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 "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Capitalization," and our financial statements and related notes, each included elsewhere in this prospectus. Statement of Comprehensive Income (Loss) 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) 2013 ($ in thousands, except share and per share data) (1) $ 16,105 9,707 Financial result Year Ended December 31, 2013 2012 € 2010 (€ in thousands, except share and per share data) 11,688 € 8,711 € 7,257 € 7,045 4,957 4,337 4,764 2,660 6,398 3,638 4,643 2,640 3,754 1,510 2,920 1,160 2,104 1,028 2,309 1,676 758 670 606 3,653 2,651 1,573 1,313 1,073 803 583 62 140 81 (1,232 ) (894 ) (822 ) (831 ) (762 ) (2,774 ) 524 (51 ) (2,013 ) 380 (37 ) 673 363 (18 ) 468 389 (5 ) 78 359 (8 ) 345 384 351 328 84 (273 ) 41 (65 ) 473 Profit (loss) before income taxes Income tax expenses (benefit) 2011 343 (3,246 ) (2,356 ) 493 358 116 212 Profit (loss) $ (3,740 ) € (2,714 ) € Other comprehensive (income) $ — — € € € (1 ) € € (208 ) (4 ) € (7 ) 43 Total comprehensive income (loss) Earnings (loss) per share Weighted average number of ordinary shares outstanding, adjusted to reflect changes in capital $ (3,740 ) € (2,714 ) € 213 € 47 € (201 ) $ (1.67 ) € (1.21 ) € 0.11 € 0.02 € (0.10 ) 2,252,000 2,252,000 2,000,000 47 2,000,000 2,000,000 Table of Contents Statement of Financial Position Data: 2013 ($ in thousands) (1) $ 46,103 5,017 79,802 17,246 62,557 Cash and cash equivalents Inventories Total assets Total liabilities Shareholders' equity € As of December 31, 2013 2012 2011 (€ in thousands) 33,459 € 301 € 498 3,641 2,806 2,011 57,916 10,738 9,768 12,516 9,520 8,763 45,400 1,218 1,005 2010 € 654 864 8,864 7,906 958 Other Data: Year Ended December 31, 2013 2012 2013 ($ in thousands, except 3D printers sold) (1) EBITDA (2) Earnings (loss) per ADS (3) 3D printers sold (4) $ $ € € (717 ) (0.33 ) 9 2011 2010 (€ in thousands, except 3D printers sold) (520 ) € 2,016 € 1,714 € (0.24 ) € 0.02 € 0.00 € 9 6 3 1,188 (0.02 ) 1 (1) 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 $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates." (2) We define EBITDA (earnings before interest, taxes, depreciation and amortization) as profit (loss) plus income tax expenses (benefit), financial result and depreciation and amortization. Disclosure in this prospectus of EBITDA, which is a non-IFRS financial measure, is intended as a supplemental measure of our performance that is not required by, or presented in accordance with, IFRS. EBITDA should not be considered as an alternative to profit (loss) or any other performance measure derived in accordance with IFRS. Our presentation of EBITDA should not be construed to imply that our future results will be unaffected by unusual or non-recurring items. The following table reconciles profit (loss) to EBITDA for the periods presented: Profit (loss) Income tax expenses (benefit) Financial result Depreciation 2013 ($ in thousands) (A) $ (3,740 ) 493 473 2,057 Year Ended December 31, 2013 2012 2011 (€ in thousands) € (2,714 ) € 212 € 43 358 116 41 343 345 384 1,493 1,343 1,246 € (208 ) (65 ) 351 1,110 EBITDA $ € € 1,188 (717 ) (520 ) € 2,016 € 1,714 2010 (A) 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 $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates." (3) Each ADS represents one-fifth of an ordinary share. (4) Includes refurbished 3D printers but does not include test machines or 3D printers involved in sale and leaseback transactions. 48 Table of Contents MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled "Selected Financial and Operating Data" and our audited financial statements and the related notes thereto included elsewhere in this prospectus. 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 "Risk Factors," "Special Note Regarding Forward Looking Statements" and elsewhere in this prospectus. Overview 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, wood powder and cement. We believe that our innovations in 3D printers will continue to increase customer adoption of our additive manufacturing technology in industrial and commercial applications. On October 23, 2013, we completed our initial public offering of 7,475,000 American Depositary Shares ("ADSs") at a public offering price of $13.00 per ADS. The Company received net proceeds of approximately $64.5 million, or approximately €46.8 million, in the initial public offering. 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 have 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 do not plan on selling test machines in the future. 49 Table of Contents In our Services segment, we print on-demand custom parts for our customers. At our service center, which we believe is one of the largest additive manufacturing service centers in Europe, we create parts, molds, cores and models based on designs produced using 3D computer-aided design, or CAD, software. We sold our first 3D printer in 2002 and commenced our on-demand parts services business in 2003. As of December 31, 2013, we had an installed base of 58 printers worldwide, which includes test machines and 3D printers installed at our customers' premises and in our service center in Europe. We currently operate one service center with approximately 16,000 square feet of production space. Our revenues grew to €11.7 million in 2013 from €8.7 million in 2012, representing a 34.2% annual growth rate. Our profit declined by €2.9 million to a net loss of €2.7 million in 2013 compared to a profit of €0.2 million in 2012 resulting from higher operating expenses in all areas of our operations. The Long Term Cash Incentive Plan, or LTCIP (as described in more detail below under "Certain Transactions — Long Term Cash Incentive Plan"), had a negative impact of €0.9 million on our profit. In addition, our other operating expenses include €0.6 million of costs related to the initial public offering. These costs related to our initial public offering were primarily for internal scoping and planning and external consulting services. Our operating expenses further increased due to higher headcount related to the pursuit of our growth strategy. 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 "Risk Factors — Risks Related to Our Business and Industry — Our revenues and operating results may fluctuate." 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. 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. 50 Table of Contents 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 • 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 planned investments in additional capacity in Europe and new service centers in North America and Asia 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 center. 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 revenue associated with the leasing of 3D printers to customers; however, revenue related to the leasing of 3D printers is not material. The Services segment derives its revenues from the on-demand printing of parts at our service center. 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; 51 Table of Contents • 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 revenue, 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 center can influence the revenue 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 center. 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 revenue. 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 margins 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 center. The gross profit is lower on refurbished printers, and the number of refurbished printers sold in a period affects the gross profit margin of our Systems segment. In addition, our gross profit is affected by the LTCIP. In the financial year ended December 31, 2013, the LTCIP has increased the personnel expenses component in our cost of sales, which had a negative impact on our gross profit. 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 center. We recognize revenue from these sales upon the transfer of risks and rewards of ownership to the buyer, which is upon completion of the installation of the 3D printer at the customer site, as evidenced by the customer's final acceptance. Revenue from the sale of custom-ordered printed products, consumables, 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 us, provided that the amount of revenue and the costs incurred or to be incurred in respect of the sale can be measured reliably. We measure revenue 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 are not met yet, 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. 52 Table of Contents 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 revenue is 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 income (loss). Costs incurred by us associated with shipping and handling are included in cost of sales in the statement of comprehensive income (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. On four occasions in the past, we have provided loans to customers to cover the purchase price of a 3D printer. 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; (b) We retain neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; (c) The amount of revenue can be measured reliably; (d) It is probable that the economic benefits associated with the transaction will flow to us; and (e) The costs incurred or to be incurred in respect of the transaction can be measured reliably. As it relates to situations where we have provided loans to purchasers of our 3D printers, all of these conditions are fulfilled, as the risks and rewards were transferred with the legal title and the passing of possession for revenue recognition to our customers and we have established a process to assess the credit of each customer and confirm the customer's creditworthiness beforehand. We do not ordinarily offer loans to current or prospective customers to cover the purchase of 3D printers. Sale and Leaseback Transactions Finance leases consist primarily of borrowings associated with sale and leaseback transactions of involving printers that we manufactured and use in our Services segment. Additionally, we are a party to finance lease agreements for 3D printers manufactured by others and used in our service center. 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 finance 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 income (loss) and recognized as "Other operating income" over the term of the lease contract. 53 Table of Contents 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 a customer has declared bankruptcy or not. 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 and because the impact of recognizing additional allowances for doubtful accounts may be material to the assets reported on our statement of financial position and in our statement of comprehensive income (loss). Inventories Our inventories are measured at the lower of acquisition cost, manufacturing cost or net realizable value, each as determined by the first-in, first-out (FIFO) method. Manufacturing costs are comprised of all costs that are directly attributable to the manufacturing process, such as direct materials and labor costs, and production-related overhead (based on normal operating capacity and normal consumption of materials, labor and other production costs), including depreciation charges. Net realizable value is the estimated selling price in the ordinary course of business less applicable variable selling expenses. We evaluate the adequacy of our allowance for inventory on a yearly 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 and because the impact of recognizing an additional allowance may be material to the assets reported on our statement of financial position and in our statement of comprehensive income (loss). Internal Control Over Financial Reporting In connection with the audit of our financial statements as of and for the year ended December 31, 2013, we concluded there is a material weakness in internal control over financial reporting. Under standards established by the Public Company Accounting Oversight Board, 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. Our management identified a material weakness in our control over financial reporting attributable to the combination of our lack of sufficient financial reporting and accounting personnel with appropriate training in IFRS as issued by the IASB, and SEC rules and regulations with respect to financial reporting. As such, our controls over financial reporting were not designed or operating effectively, and as a result there were adjustments required in connection with closing our books and records and preparing our 2013 financial statements. These control deficiencies resulted in more than a remote likelihood that a material misstatement of our annual and interim financial statements would not be prevented or detected during our ordinary close process. In an effort to remediate our material weakness, we intend to hire additional finance and accounting personnel with appropriate training, build our financial management and reporting infrastructure, and 54 Table of Contents further develop and document 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. 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 prospectus 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 EBITDA to Profit (Loss) 2013 Profit (loss) Income tax expenses (benefit) Financial result Depreciation and Amortization EBITDA € (2,714 ) 358 343 1,493 € Year Ended December 31, 2012 2011 (€ in thousands) € 212 € 43 116 41 345 384 1,343 1,246 (520 ) € 55 2,016 € 1,714 2010 € (208 ) (65 ) 351 1,110 € 1,188 Table of Contents Statement of Comprehensive Income (Loss) Year Ended December 31, 2013 compared to Year Ended December 31, 2012 The following table sets forth certain statements of comprehensive income (loss) data both on an actual basis and as a percentage of revenues for the periods indicated: Revenues Cost of sales Year Ended December 31, 2013 2012 Percentage Percentage Period-overAmount of revenues Amount of revenues period change (€ in (€ in (€ in thousands) thousands) thousands) € 11,688 100 %€ 8,711 100 %€ 2,977 7,045 60.3 4,957 56.9 2,088 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 39.7 22.6 3,754 1,510 43.1 17.3 889 1,130 1,676 14.3 758 8.7 918 2,651 22.7 1,573 18.1 1,078 583 4.9 62 0.7 521 (894 ) 7.7 (822 ) 9.4 (72 ) (2,013 ) 380 (37 ) 17.2 3.3 0.3 673 363 (18 ) 7.7 4.2 0.2 (2,686 ) 17 (19 ) 2.9 345 4.0 (2 ) (2,356 ) (358 ) 20.2 3.1 328 (116 ) 3.8 1.3 (2,684 ) (242 ) (2,714 ) 23.2 %€ 2.4 %€ (2,926 ) 343 Net profit (loss) before income taxes Income taxes Profit (loss) 4,643 2,640 € 212 Summary Our revenues increased by €3.0 million, or 34.2%, to €11.7 million in 2013 from €8.7 million in 2012. Revenues for 2013 increased primarily due to an increase in the number of 3D printers sold. In 2013 we sold nine 3D printers compared to six 3D printers sold in 2012. Revenues from the printing of on-demand parts for our customers increased slightly, but were limited by current capacity constraints in our service center. We recently expanded our service center and expect that these capacity constraints will be alleviated as a result of this expansion. At December 31, 2013, our backlog, which consists of 3D printers for which a customer has signed a purchase contract, but which we have not shipped or installed yet, was approximately €2.3 million. As production and delivery of our printers is generally not characterized by long lead times, backlog is more dependent on the timing of customers' requested deliveries. Our gross profit for 2013 increased by €0.9 million, or 23.7%, to €4.6 million from €3.8 million in 2012. Our higher gross profit for 2013 resulted primarily from increased sales of 3D printers in 2013 and the product mix in our Systems segment. Our gross profit margin decreased from 43.1% in 2012 56 Table of Contents to 39.7% in 2013. This decrease resulted from increased cost of sales caused primarily by higher personnel expenses in connection with the LTCIP. Our operating profit declined by €2.7 million to a loss of €2.0 million in 2013 from a profit of €0.7 million in 2012. This is due to a higher level of operating expenses in connection with our preparations to become a public company and with the buildup of personnel resources to pursue our growth strategy. In addition to increasing headcount in all departments, we implemented the LTCIP in October 2013, which resulted in costs of €0.9 million in 2013. Additionally, other operating expenses include €0.6 million of costs incurred primarily for internal scoping and planning and external consulting services related to our initial public offering. Revenues by Segment The table below sets forth the change in revenues by segment from 2012 to 2013: Year Ended December 31, Period-overperiod change 2013 Systems € Services Total Revenue € 6,343 2012 (€ in thousands) € 3,464 € 5,345 5,247 11,688 € 8,711 2,879 98 € 2,977 Revenues from the Systems segment for 2013 were €6.3 million, up 83.1% over 2012. The total number of units sold rose 50.0% to nine in 2013 in comparison to six in 2012 (excluding four test machines sold in 2012). Test machines are smaller printers with limited functionality that are used to test materials and tend to be sold at lower prices compared to our full function 3D printers. We do not intend to sell test machines in future periods. On average, the 3D printers sold in 2013 were on average larger systems ( i.e. , VX800 and VX1000) than in prior years, which also contributed to higher revenue as the larger systems are generally sold at higher prices. Revenue depends 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 revenue per unit. Revenues from the Services segment for 2013 were €5.3 million, which represents an increase of €0.1 million over revenues of €5.2 million in 2012. Our ability to grow Services revenues in 2013 was constrained by the continued high capacity utilization of our service center. To remain flexible and grow Services revenues in the future, we purchased additional land and buildings, including a new production hall that will be used by our Services segment, adjacent to our service center in Germany that will allow us to increase production capacity at this service center. In addition, as part of our growth strategy, in March 2014, we leased a new facility near Detroit, Michigan that will house our North American operations, which we anticipate will begin operations in the third quarter of 2014. We also intend to commence operations in our Services segment in Asia in 2015. 57 Table of Contents Revenues by Geographic Region The table below sets forth the change in revenues by geographic region from 2012 to 2013: EMEA Asia Pacific Americas Total Year Ended Year Ended December 31, 2013 December 31, 2012 Revenues Percentage Revenues Percentage (€ in thousands) (€ in thousands) € 11,286 96.6 % € 7,404 85.0 % 142 1.2 958 11.0 260 2.2 349 4.0 € 11,688 100.0 % € 8,711 100.0 % We generated most of our revenues in Europe, the Middle East and Africa, or the EMEA region, in both 2013 and 2012. Overall, EMEA region revenues increased but were limited due to capacity restrictions at our European service center. Revenues in the Asia Pacific region declined as we did not sell any 3D printers in that region in 2013 after selling two 3D printers in 2012. Revenues in the Americas region decreased slightly from 2012 to 2013. Gross Profit and Gross Profit Margin Total gross profit for 2013 increased by €0.9 million, or 23.7%, reflecting higher sales in our Systems segment in 2013 compared to 2012. Our gross profit margin decreased by 3.4 percentage points from 2012 to 2013 as a result of increased cost of sales due to higher personnel expenses related to the LTCIP. These LTCIP-related expenses amounted to €0.3 million in total, €0.2 million within the Systems segment and €0.1 million within the Services segment. The table below sets forth gross profit and gross profit margin for our Systems and Services segments: Systems Services Total Year ended December 31, 2013 2012 Gross Gross margin margin as as percentage percentage of relevant of relevant segment segment Period-overAmount revenue Amount revenue period change (€ in (€ in (€ in thousands) thousands) thousands) € 2,505 39.5 %€ 1,399 40.4 %€ 1.106 2,138 40.0 2,355 44.9 (217 ) € 4,643 39.7 %€ 3,754 43.1 %€ 889 Gross profit for our Systems segment increased to €2.5 million in 2013 from €1.4 million in 2012, while the gross profit margin of our Systems segment decreased by 0.9 percentage points to 39.5% in 2013 from 40.4% in 2012. This decrease in gross profit margin resulted primarily from higher cost of sales because of increased personnel expenses related to the LTCIP and increased headcount related to the pursuit of our growth strategy. Gross profit for our Services segment decreased slightly by €0.2 million from 2012 to 2013, with the gross profit margin decreasing 4.9 percentage points from 44.9% in 2012 to 40.0% in 2013. Although Services revenues were largely unchanged, gross profit margin in this segment decreased due to higher personnel expenses related to the LTCIP. 58 Table of Contents Operating Expenses As shown in the table below, total operating expenses increased by €3.6 million to €6.7 million in 2013 from €3.1 million in 2012, and increased to 56.9% of revenues compared to 35.4% in 2012. This increase affected all areas of our operations. Year Ended December 31, 2013 2012 Percentage Percentage Amount of revenues Amount of revenues (€ in (€ in thousands) thousands) Operating expenses Selling expenses Administrative expenses Research and development expenses Other operating expenses Other operating (income) € € Total Period-overperiod change (€ in thousands) 2,640 22.6 %€ 1,676 14.3 758 8.7 918 2,651 22.7 1,573 18.1 1,078 583 4.9 62 0.7 521 (894 ) 7.6 (822 ) 9.4 (72 ) 56.9 %€ 6,656 17.3 %€ 1,510 35.4 %€ 3,081 1,130 3,575 The increase in selling expenses in 2013 was primarily related to increased headcount needed 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 2013, we continued to invest in research and development. Our research and development expenses amounted to 22.7% of our revenues in 2013, reflecting a 68.5% increase in our research and development expenses compared to 2012. 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 the LTCIP. These LTCIP-related expenses amounted to €0.9 million, which increased personnel expenses included in selling expenses by €0.2 million, research and development expenses by €0.3 million, administrative expenses by €0.1 million and cost of sales by €0.3 million. Our other operating expenses consist primarily of costs of €0.6 million related to our initial public offering. Operating Profit (Loss) Operating profit (loss) and operating profit (loss) as a percentage of total revenues in 2013 and 2012 were as follows: Year ended December 31, 2013 2012 (€ in Percentage (€ in Percentage thousands) of revenues thousands) of revenues Operating profit (loss) € (2,013 ) 17.2 %€ 673 Period-overperiod change 7.7 %€ (2,686 ) We had an operating loss of €2.0 million in 2013, a decrease of €2.7 million compared to an operating profit of €0.7 million in 2012. This decrease resulted primarily from higher headcount related to the 59 Table of Contents pursuit of our growth strategy, the LTCIP, which had a negative impact of €0.9 million, and a €0.6 million increase in our operating expenses as a result of costs incurred primarily for internal scoping and planning and external consulting services related to our initial public offering. 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. Financial Result Financial result was a €0.3 million expense in both 2013 and 2012. Provision for Income Taxes Income tax expense for 2013 was €0.4 million compared to €0.1 million in 2012. We do not recognize deferred tax assets for loss carry-forwards as of December 31, 2013, 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 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. Therefore, we do not anticipate that we will lose our carry-forwards as a result of the initial public offering or this offering. Profit (Loss) In 2013 we had a loss of approximately €2.7 million compared to a profit of €0.2 million in 2012. The €2.9 million decrease in profit resulted primarily from costs related to our initial public offering, 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. 60 Table of Contents Year Ended December 31, 2012 compared to Year Ended December 31, 2011 The following table sets forth certain statements of comprehensive income (loss) data both on an actual basis and as a percentage of revenues for the periods indicated: Revenues Cost of sales Year Ended December 31, 2012 2011 Percentage Percentage Period-overAmount of revenues Amount of revenues period change (€ in (€ in (€ in thousands) thousands) thousands) € 8,711 100.0 %€ 7,257 100.0 %€ 1,454 4,957 56.9 4,337 59.8 620 Gross profit Selling expenses Administrative expenses Research and development expenses Other operating expenses Other operating (income) 3,754 1,510 43.1 17.3 2,920 1,160 40.2 16.0 834 350 758 8.7 670 9.2 88 1,573 18.1 1,313 18.1 260 62 0.7 140 1.9 (78 ) (822 ) 9.4 (831 ) 11.5 9 Operating profit Finance expense Finance (income) 673 363 (18 ) 7.7 4.2 0.2 468 389 (5 ) 6.4 5.4 0.1 205 (26 ) (13 ) Financial result 345 4.0 384 5.3 (39 ) Profit before income taxes Income tax expenses 328 116 3.8 1.3 84 41 1.2 0.6 244 75 212 2.4 %€ 43 0.6 %€ 169 Profit € Summary Our revenues increased by €1.5 million, or 20%, to €8.7 million in 2012 from €7.3 million in 2011. Revenues for 2012 increased primarily due to an increase in the number of 3D printers sold. Revenues from the printing of on-demand parts for our customers increased slightly, limited by capacity constraints in our service center. At December 31, 2012, our backlog, which consists of 3D printers for which a customer has signed a purchase contract, but which we have not shipped yet, was €3.7 million, compared to €1.7 million at December 31, 2011. As production and delivery of our printers is generally not characterized by long lead times, backlog is more dependent on the timing of customers' requested deliveries. Our gross profit for 2012 increased by €0.8 million, or 28.6%, to € 3.8 million from €2.9 million in 2011. Our higher gross profit for 2012 arose primarily from increased sales of our 3D printers in 2012 and the product mix in the Systems segment. Our gross profit margin increased from 40.2% in 2011 to 43.1% in 2012. Our operating profit grew to €0.7 million in 2012 from €0.5 million in 2011. 61 Table of Contents Revenues by Segment The table below sets forth the change in revenues by segment from 2011 to 2012: Year Ended December 31, Period-overperiod change 2012 Systems Services Total Revenues € 3,464 5,247 € € 8,711 € 2011 (€ in thousands) 2,206 5,051 7,257 € 1,258 196 € 1,454 Revenues from the Systems segment for 2012 were €3.5 million, up 57% from 2011. We sold 10 units in 2012 compared to five units in 2011. Overall, we sold more new 3D printers in 2012 than in 2011. The 3D printers sold in 2012 were on average larger systems ( i.e. , VX500 and VX800) with improved performance and higher prices per unit than in the prior year, which contributed to higher revenue. However, in 2012 we also sold four test machines, which are smaller printers with limited functionality that are used to test materials, compared to two test machines in 2011. Test machines tend to be sold at lower prices compared to our full function 3D printers. Revenues from the Services segment for 2012 were €5.2 million, which represents an increase of €0.2 million from €5.0 million in 2011. Our ability to grow Services revenue in 2012 was constrained by continued capacity limitations in our service center. To remain flexible and grow revenues in the future, we are in the process of increasing production capacity both by expanding our current facility and planning the opening of new facilities. Currently, our new fabrication building is being built at our premises in Germany. Revenues by Geographic Region The table below sets forth the change in revenues by geographic region from 2011 to 2012: EMEA Asia Pacific Americas Total Year Ended Year Ended December 31, 2012 December 31, 2011 Revenues Percentage Revenues Percentage (€ in thousands) (€ in thousands) € 7,404 85.0 % € 7,112 98.0 % 958 11.0 73 1.1 349 4.0 72 0.9 € 8,711 100.0 % € 7,257 100.0 % We generated most of our revenues in our Europe, Middle East and Africa, or EMEA, region in both 2012 and 2011. Overall, EMEA region revenues were stable, due in part to capacity limitations in our European service center. Our strategy to expand our presence in North America and Asia resulted in increased revenues outside of the EMEA region in 2012. Specifically, revenues in the Asia Pacific region increased due to new Systems customers in South Korea, and revenues in the Americas region increased as a result of the sale of a system to a new customer. 62 Table of Contents Gross Profit and Gross Profit Margin Total gross profit for 2012 increased by €0.8 million, or 28.6% reflecting higher sales in our Systems segment in 2012 compared to 2011. Our gross profit margin increased by 2.9 percentage points from 2011 to 2012 as a result of increased revenues in our Systems segment providing additional scale over our fixed cost base. The gross profit in the Systems segment increased mainly due to the above-mentioned sales of larger printers, which typically generate a higher contribution to gross profit. The table below sets forth gross profit and gross profit margin for our Systems and Services segments: Systems Services Total Year Ended December 31, 2012 2011 Gross Gross margin margin as as percentage percentage of relevant of relevant segment segment Period-overAmount revenue Amount revenue period change (€ in (€ in (€ in thousands) thousands) thousands) € 1,399 40.4 %€ 569 25.8 %€ 830 2,355 44.9 2,351 46.5 4 € 3,754 43.1 %€ 2,920 40.2 %€ 834 Gross profit for our Systems segment increased to €1.4 million in 2012 from €0.6 million in 2011, while the gross profit margin of our Systems segment increased 14.6 percentage points to 40.4% in 2012 from 25.8% in 2011. This increase in gross profit margin resulted primarily from the higher number of higher-priced, higher-margin 3D printers sold in 2012. Gross profit for our Services segment was essentially flat from 2011 to 2012, with the gross profit margin decreasing 1.6 percentage points from 46.5% in 2011 to 44.9% in 2012. As our total revenue increased, the margin contribution by the Services segment decreased due to the fact that more machines and more personnel were included in the Services segment to satisfy the increasing customer demand. As these increased costs could not be absorbed by the revenue increase, gross margin declined slightly. Operating Expenses As shown in the table below, total operating expenses increased by €0.6 million to €3.1 million in 2012 from €2.5 million in 2011, and increased to 35.4% of revenues compared to 33.6% in 2011. 63 Table of Contents This increase was due primarily to a €0.3 million increase in research and development expenses and a €0.3 million increase in selling expenses. Year Ended December 31, 2012 2011 Percentage Percentage Amount of revenues Amount of revenues (€ in (€ in thousands) thousands) Operating expenses Selling expenses Administrative expenses Research and development expenses Other operating expenses Other operating (income) € € Total 17.3 %€ 1,510 Period-overperiod change (€ in thousands) 16.0 %€ 1,160 350 758 8.7 670 9.2 88 1,573 18.1 1,313 18.1 260 62 0.7 140 1.9 (78 ) (822 ) 9.4 (831 ) 11.5 (9 ) 35.4 %€ 3,081 33.7 %€ 2,452 629 Selling expenses increased by €0.3 million to €1.5 million in 2012 from €1.2 million in 2011, while administrative expenses increased by €0.1 million to €0.8 million in 2012 from €0.7 million in 2011. As a percentage of revenues, selling expenses were 17.3% and 16.0% in 2012 and 2011, respectively, while administrative expenses were 8.7% and 9.2% in 2012 and 2011, respectively. The increase in selling expenses in 2012 was primarily related to increased headcount needed 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 2012, we continued to invest in research and development. Our research and development expenses amounted to 18.1% of our revenues in 2012, reflecting a 19.8% increase in our research and development expenses compared to 2011. Research and development, which includes the development of new material sets and enhancements to our 3D printers, is a key element of our growth strategy. Operating Profit Operating profit and operating profit as a percentage of total revenues in 2012 and 2011 were as follows: Year Ended December 31, 2012 2011 (€ in Percentage (€ in Percentage thousands) of revenues thousands) of revenues Operating profit € 673 7.7 %€ 468 Period-overperiod change 6.4 %€ 205 Operating profit increased by €0.2 million to €0.7 million in 2012 from €0.5 million in 2011. As a percentage of total revenues, operating profit increased by 1.3 percentage points. We expect our profitability to improve as we continue to achieve economies of scale and can further leverage our fixed expenses. 64 Table of Contents Financial Result Financial result was a €0.3 million expense in 2012, a slight decrease from financial result of a €0.4 million expense in 2011. The decrease was caused primarily by lower interest expenses. Provision for Income Taxes Income tax expense for 2012 was €0.1 million compared to €0.04 million in 2011, with the increase due to an increase in profit before income taxes. Profit In 2012 and 2011, we had a profit of €0.2 million and €0.04 million, respectively. Liquidity and Capital Resources As of December 31, 2013, we had cash and cash equivalents of €33.5 million, largely as a result of our initial public offering. These cash resources are sufficient to finance our near-term growth strategy, which includes the establishment of service centers in North America and Asia. In September 2009, we entered into a fixed rate loan agreement with LfA Foerderbank Bayern, which allowed us to invest up to €1.45 million in the development of a new printing technique and the creation of the VX1000 prototype machine. At December 31, 2013 this loan had a balance of €0.9 million. To meet the demand for our Services business and to increase capacity, we installed in our service center a VX500 and a VX800 in 2010, as well as two additional VX800s in 2011 and 2012, all of which were financed by sale and leaseback transactions. Four 3D printers were installed in our service center in 2013; one VX1000, two VXC800s and one VX500, all of which were financed by sale and leaseback transactions. Because of our strong cash 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 capacity. In addition, we recently formed a U.S. subsidiary, Voxeljet of America Inc., and leased a facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. We also intend to establish a new service center in Asia in 2015. Cash Flow Our primary sources of cash in 2013 were the proceeds of our initial public offering and revenues and financings by working capital lines and finance leases. Our primary uses of cash have traditionally been to finance our assets and our working capital. 65 Table of Contents The table below sets forth cash flows from operating, investing and financing activities for 2011, 2012 and 2013: Year Ended December 31, 2013 2012 2011 (€ in thousands) (1,640 ) € 436 € 102 (11,449 ) (978 ) (310 ) 46,247 345 52 € Cash provided by (used in) operating activities Cash used in investing activities Cash provided by (used in) financing activities € Increase (decrease) in cash and cash equivalents 33,158 € (197 ) € (156 ) Our cash and cash equivalents increased from €0.3 million at December 31, 2012 to €33.5 million at December 31, 2013, an increase of €33.2 million. This increase was mainly due to our receipt of the proceeds from our initial public offering, partly offset by increases in cash used in investing activities and operating activities. We received net cash proceeds of €46.8 million in our initial public offering. In December 2013, we purchased land and buildings in Friedberg, Germany for approximately €10 million. Further cash outflows from operating activities were related to higher research and development and marketing costs. The decrease in cash and cash equivalents of €0.2 million, from €0.5 million at December 31, 2011 to €0.3 million at December 31, 2012, reflects investments in property, plant and equipment, partially offset by cash provided by operating and financing activities. These investments related to the relocation of our production site to the new premises in Friedberg, Germany and costs relating to the VX4000 we installed in our service center. Operating Activities Below is a reconciliation of profit (loss) adjusted for non-cash items (including depreciation) and the effect of changes in assets and liabilities to determine net cash used in and provided by operating activities for 2011, 2012 and 2013. Year Ended December 31, 2012 (€ in thousands) 2013 Profit (loss) for the period Depreciation Non-cash sale to customer in exchange for customer loans Proceeds from customer loans Changes in deferred income taxes Deferred income Change in working capital Trade and other receivables and current assets Inventories Trade payables Other liabilities € (2,714 ) € 1,493 212 € 1,343 2011 43 1,246 (250 ) — 92 39 7 358 (686 ) (45 ) (274 ) (33 ) (539 ) 1,203 (589 ) (622 ) (1,304 ) (836 ) 942 2,403 131 (851 ) 42 128 (349 ) (864 ) 230 365 (1,386 ) and provisions Income tax payable Net cash (used in) provided by operating activities (2 ) € (1,640 ) € (39 ) 436 € 66 (4 ) 102 Table of Contents Net cash used in operating activities was €1.6 million for the year ended December 31, 2013 compared to cash provided by operating activities of €0.4 million for the year ended December 31, 2012, an increase in cash used of €2.1 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. Net cash provided by operating activities increased by €0.3 million to €0.4 million for the year ended December 31, 2012, compared to €0.1 million for the year ended December 31, 2011. This improvement was primarily due to the smaller increase in working capital in 2012. Investing Activities Investing activities consist primarily of setting up infrastructure, including equipment we install and use in our service center. As mentioned above, in 2013, we purchased land and buildings located in Friedberg, Germany for approximately €10 million. In 2011, a minimal investment was made in property, plant and equipment during the normal course of business, as most needed investments were made in 2010. In 2012, we invested primarily in the VX1000 prototype machine. Financing Activities Financing cash flows consist principally of the net proceeds we received in our initial public offering, which amounted to approximately €46.8 million. Net cash of €0.3 million was provided by financing activities in 2012 compared to €0.1 million in 2011. The increase reflects funds received from sale and leaseback transactions. Financing Agreements As of December 31, 2013 we had several lines of credit with four German banks in a total amount of up to €2.7 million. Interest rates across the credit lines varied from 3.15% to 6.75% as of December 31, 2013. There are commitment fees of 0.25% and 0.30% associated with the unused portion of two of our lines of credit. Contractual Commitments Future contractual payments as of December 31, 2013 consist of long-term debt, operating leases and finance leases, which are discussed in greater detail below. Less than a year Total Bank overdrafts, lines of credit and long-term debt Leases: Operating Finance Other financial commitment € € 2,265 € December 31, 2013 (€ in thousands) 1-3 years 957 € 807 € 3-5 years More than 5 years 410 € 91 221 3,520 137 965 78 1,700 6 791 0 63 618 618 0 0 0 6,624 € 2,678 67 € 2,585 € 1,207 € 154 Table of Contents Leases Operating 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 €0.4 million, €0.4 million and €0.4 million in 2013, 2012 and 2011, 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. Off Balance Sheet Arrangements We are not a party to any off balance sheet arrangements. Impact of Inflation Our statement of comprehensive income (loss) and statement of financial position are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our statement of comprehensive income (loss) and statement of financial position have been immaterial. 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 Our exposure to market risk for changes in interest rates relates primarily to loans that have variable interest rates. A hypothetical interest rate change of 1.0%, or 100 basis points, on these loans would result in an increase in our annual finance expense of approximately €16,000. 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 43.6% and 25.0% of our revenues were derived from sales outside of the eurozone region in 2013 and 2012, 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. 68 Table of Contents BUSINESS 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, wood powder and cement. We believe that our recent innovations in 3D printers will continue to increase customer adoption of our additive manufacturing technology in industrial and commercial applications. Recent key innovations include: • The VX4000 system, which offers a build box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more than six times the volume of the next largest commercially available 3D printer. The VX4000 prints at a speed of 75 seconds per layer, yielding a volumetric output rate of 123.0 liters per hour, the highest in the industry. This printer enables the user to print cost-effectively either a single, large-scale part or large quantities of customized smaller parts in a single batch. • The VXC800, which we believe is the only continuous build 3D printer currently on the market, has a build envelope of 850 × 500 millimeters, with the third dimension being theoretically unlimited. Unlike other additive manufacturing systems, the VXC800 utilizes a conveyer platform which permits the manufacturing of products that are not constrained by the length of a build box. We believe this process, enabled by our proprietary design, creates new opportunities in the direct digital manufacturing of parts, as this 3D printer can be integrated into our customers' workflows in a manner that allows for uninterrupted production. 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. 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. At our service center, which we believe is one of the largest additive manufacturing service centers in Europe, we create parts, molds, cores and models based on designs produced using 3D computer-aided design, or CAD, software. 69 Table of Contents Our legal predecessor was founded in 1999 as Generis GmbH. We sold our first 3D printer in 2002 and commenced our on-demand parts services business in 2003. As of December 31, 2013, we had an installed base of 58 printers worldwide, and we operated one service center with approximately 16,000 square feet of production space. Our revenues grew to €11.7 million in 2013 from €8.7 million in 2012, an increase of 34.2%. Our total backlog of 3D printer orders at March 15, 2014 and December 31, 2013 was €4.1 million and €2.3 million, respectively. For the years ended December 31, 2012 and 2011, our backlog was €3.7 million and €1.7 million, respectively. Our backlog, which consisted of seven 3D printers as of March 15, 2014, represents 3D printers for which a customer has signed a purchase order, but which we have not shipped yet. We estimate that all of the systems in our backlog will ship prior to December 31, 2014. Our Industry Additive manufacturing, which is often referred to as 3D printing, is a process in which 3D printers produce parts designed with CAD software through the successive addition of thin layers of material until a three-dimensional shape is created. Additive manufacturing has traditionally been used for prototyping and concept modeling, but is now also increasingly being used in tooling, casting and direct part production. Many industrial and commercial customers have realized cost and time savings through the incorporation of additive manufacturing into their existing workflows, either complementing or replacing traditional manufacturing methods. Additive manufacturing processes do not require tooling, an integral part of traditional manufacturing, which allows for quicker turnaround times and minimal setup costs relative to traditional manufacturing. As additive manufacturing technologies continue to improve, particularly with respect to print speed and materials, we believe the addressable market for 3D printing solutions will continue to expand. We believe that additive manufacturing provides several advantages over traditional design and manufacturing processes, including: • Elimination of Design Constraints. 3D printers provide users with the flexibility to manufacture parts that would not be possible or economically feasible to produce using traditional manufacturing. Traditional manufacturing processes often limit product designs as a result of how parts are created through subtractive manufacturing, which requires the removal of material from a solid object. Additive manufacturing allows for the design of parts without these design-to-manufacture constraints. • Reduced Cost of Complexity. Additive manufacturing technology enables users to produce complex parts at little or no incremental cost versus simple parts because 3D printers build three-dimensional shapes via the successive addition of thin layers of material, as opposed to the removal of material by drilling, milling or grinding. • Mass Customization. Because 3D printers do not require tooling or significant setup costs, users are able to produce customized parts in a cost-effective manner. Large-format, industrial additive manufacturing technology expands the opportunity for higher volume, customized part production. • Reduced Time to Market. 3D printers reduce the time between part design, development, testing and final part production. Additive manufacturing enables digital designs to be 70 Table of Contents printed, tested and evaluated, and then modified quickly. Once the design is finalized, parts can immediately be produced without additional setup or tooling costs. • Cost Effective Short Run Production. The upfront setup costs required in traditional manufacturing are not required when using additive manufacturing technologies. Therefore, additive manufacturing represents an attractive alternative to traditional manufacturing when the production of a limited quantity of parts is needed. There are a number of available additive manufacturing technologies, including powder binding, inkjet, fused deposition modeling, stereolithography and selective laser sintering. The 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. The worldwide market for additive manufacturing products and services has grown from $1.3 billion in 2010 to $2.2 billion in 2012, representing a 29% compound annual growth rate, according to the Wohlers Report 2013. The Wohlers Report 2013 projects the worldwide additive manufacturing products and services market to reach approximately $6.0 billion by 2017 and $10.8 billion by 2021, representing 2012-2017 and 2012-2021 compound annual growth rates of 22% and 19%, respectively. Much of the recent growth has been driven by the demand for production parts. We believe that our addressable market is larger than the worldwide market for additive manufacturing products detailed in the Wohlers Report 2013. For example, the global market for machine tools totaled $93.2 billion in 2012, according to the 2013 World Machine Tool Output & Consumption Survey. In addition, according to the American Foundry Society, 90% of all manufactured goods contain some metal castings, with the global metal casting industry producing 98.6 million metric tons of metal castings in 2011 and the United States shipping $32.4 billion in metal castings in 2012. We believe these markets represent significant short and long-term revenue opportunities due to the advantages offered by our technology and the early adoption of additive manufacturing technologies in these markets. Our Competitive Strengths We believe that our competitive strengths include: Build box size. The size of the build box is important to many industrial and commercial customers, who may want to produce either large-scale industrial parts or large quantities of discrete parts in one batch. We currently offer six 3D printer platforms with varying build box sizes, ranging from 300 × 200 × 150 millimeters to 4,000 × 2,000 × 1,000 millimeters. Among our systems, the VX4000 system offers a build box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more than six times the volume of the next largest commercially available 3D printer. Volumetric output rate. Due to our build box sizes and print speeds, we believe that our 3D printers provide among the highest output efficiency, as measured by the rate of volume ouput per hour, relative to competing additive manufacturing technologies. For example, our VX4000 machine features a volumetric output rate of 123.0 liters per hour, which we believe is the highest in the industry. Our industry leading volumetric output rates enable us to produce parts meeting the specifications of our 71 Table of Contents customers at a cost and speed that is attractive relative to traditional manufacturing alternatives, which effectively expands our addressable market. Material sets. Our 3D printers can utilize various material sets, which include the combination of a particulate material, including sand or plastic, and our proprietary chemical binding agents. We believe that our currently commercialized material sets and technology can more readily address industrial and commercial applications than other additive manufacturing technologies because our materials meet or exceed the desired performance characteristics for a wide range of industrial and commercial applications or are already commonly used in traditional manufacturing processes. To meet our customer requirements, we are in varying stages of development of new material sets which include: • shell molding and chromite sands; • additional PMMA-based plastics; • ceramics; • silicon carbide; • tungsten carbide; • wood powder; and • cement. Track record of innovation. Our technology portfolio reflects our continued investments in a range of disciplines, including physics, chemistry, mechanical and electrical engineering and software development. We believe that we have a strong base of technology know-how, backed by our portfolio of intellectual property featuring patents and trade secrets covering processes, materials and equipment. As of February 28, 2014, we owned or co-owned 21 issued U.S. patents and 20 pending U.S. patent applications. In addition, we own or co-own patent rights in Europe, Asia and Canada. In total, as of February 28, 2014 our patent portfolio consisted of over 180 U.S. and international patents and patent applications. We also exchange information between our Services and our Systems segments to ensure that our development efforts are aligned with our customers' needs. We believe that we have a culture of innovation, and we expect to continue to enhance our solutions both to drive further market adoption of 3D printing and to broaden our market reach. Strong customer relationships. We are an early entrant in the market for additive manufacturing industrial part production, and we are one of the few providers of additive manufacturing solutions to commercial and industrial customers within the foundry, automotive, heavy equipment, power fluid handling and aerospace industries. We believe we have a reputation for providing high-quality systems and services in the marketplace and have 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 in the film and entertainment industry, such as Propshop, and technical universities, such as the University of Rostock and the Vaal University of Technology. Many of our customers, including Daimler AG, BMW AG, Ford Motor Company and Propshop, are customers of both our Systems and Services segments. We pride ourselves on our ability to retain customers over time, as Daimler AG, BMW AG, Ford Motor Company, Volkswagen and Porsche SE and have all 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 72 Table of Contents Company, Volkswagen AG and the Technical University of Munich. Together, these relationships provide us with significant insights into our customers' needs and help us to direct our research and development efforts. Extensive global sales agent network. In addition to our direct sales force, we have built an extensive global network of over 30 sales agents in Europe, the Americas, the Middle East, Africa, Asia and Australia. We will continue to invest in expanding our distribution footprint to further penetrate our existing markets and to reach attractive new geographies. We currently print parts on demand for our customers from our service center in Europe, and, in March 2014, we leased a facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. In addition, we plan to expand our services footprint to include a service center in Asia. Our Business Strategies The principal elements of our growth strategy include: Enable adoption of our additive manufacturing technology. Our business model facilitates the adoption of our additive manufacturing technology by providing customers the ability to utilize our technology, either through our on-demand parts services or through the purchase of our 3D printers. Our customer relationships typically begin with the customer's purchase of parts, which we print in our on-demand parts service center. As our parts customers embrace additive manufacturing and our technology, they typically either increase the volume of their on-demand parts orders or purchase one of our 3D printers, or both depending on their needs. Expand capacity via the development of high-volume service centers in key geographic locations. Our on-demand parts business plays an integral role in the sale of our 3D printers, as a majority of our 3D printer sales have been generated from customers of our on-demand parts business. We believe that the establishment of large-scale service centers will allow us to take advantage of significant economies of scale and will maximize our return on investment in our on-demand parts business. We recently expanded our existing European service center from approximately 16,000 square feet to over 40,000 square feet of production space, and, in March 2014, we leased an approximately 50,000 square foot facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. We also intend to establish a new service center in Asia in 2015. Invest in research and development. We seek to identify ways we can apply our technology and expertise to meet a wider range of customer needs for both 3D printers and services. We have successfully introduced six printer platforms since 2007, including the VXC800 in 2012, which we believe is the only continuous build 3D printer currently on the market, and the VX4000 in 2011, which offers the largest commercially available 3D printer build box. In 2013, we introduced our latest platform, the VX2000. We continuously work with our customers to develop new material sets that will facilitate the adoption of our technology. In 2013, 2012 and 2011, we spent 23%, 18% and 18% of our revenues, respectively, on research and development investment. 73 Table of Contents Expand our sales and marketing presence. We plan to increase our market awareness by adding sales agents and increasing marketing efforts in order to increase sales of 3D printers and on-demand parts. We plan to expand our direct sales force and our network of over 30 sales agents throughout Europe, the Americas, the Middle East, Africa, Asia and Australia. We currently market our brand and our services at industry conferences, trade shows, and across various forms of digital and traditional media, and we will increasingly expand our marketing efforts in North America and Asia in conjunction with our geographic expansion to those regions. Further penetrate our targeted industry verticals. We continue to actively pursue opportunities in our targeted verticals, which utilize larger scale parts that require customization, complexity and short lead times. We believe our planned service center expansions, our continued investment in research and development and expanded sales and marketing capabilities will help us further penetrate these verticals. We serve our targeted industry verticals both directly and indirectly through foundries and service bureaus. Our targeted industry verticals include: • automotive; • aerospace; • film and entertainment; • art; • architecture; • engineering; • packaging; • education; • medical; and • consumer products. 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: 74 Table of Contents 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, 2013, we had an installed base of 58 printers worldwide, which includes (i) printers in our service center in Europe 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) List Price* 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) List Price* Date of Introduction VX4000 VX2000 4,000 × 2,000 2,000 × 1,000 × 1,000 × 1,000 19,500 × 4,900 × 2,600 × 2,300 3,800 × 7,000 VX1000 1,060 × 600 × 500 600 600 600 120 – 300 100 – 400 100 – 300 123 45 23 €1,600,000 2011 €995,000 – €1,100,000 2013 €740,000 – €785,000 2011 2,400 × 2,800 × 2,000 VXC800 850 × 500 × VX500 500 × 400 × 300 VX200 300 × 200 × 150 4,000 × 2,800 × 2,200 600 1,800 × 1,800 × 1,700 1,700 × 900 × 1,500 600 300 300 80 – 150 150 18 3 0.7 €600,000 2012 €350,000 – €370,000 2007 €125,000 2012 * Prices depend on system configuration and materials and are subject to change. The list prices for our 3D printers are subject to certain discounts. Depending on negotiations with our customers, we may provide these discounts in the form of materials at amounts lower than their cost. ** 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 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. 75 Table of Contents 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; • wood powder; and • cement. On-demand Parts Services At our service center in Germany, 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. We recently expanded our service center in Germany, which now contains over 40,000 square feet of production space. We believe this service center is one of the largest additive manufacturing service centers in Europe. 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 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 service center. Additionally, our technicians provide field support to our customers as needed. In March 2014, we leased an 50,000 square foot facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. We also intend to establish a new service center in Asia in 2015. 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 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, 76 Table of Contents 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 in the film and entertainment industry, such as Propshop, 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, including Daimler AG, BMW AG, Ford Motor Company and Propshop, are customers of both our Systems and Services segments. We pride ourselves on our ability to retain customers over time, as Daimler AG, BMW AG, Ford Motor Company, Volkswagen AG and Porsche SE and have all 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 41%, 29% and 35% of total revenues for the years ended December 31, 2013, 2012 and 2011, respectively. In the year ended December 31, 2013, Propshop accounted for 13% of our revenues and was the only one of our customers who accounted for more than 10% of our revenues in this period. 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 center 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. Selected Applications of Our Technology The following examples depict objects that have been created using our 3D printers: Sand Parts: Designer chair Art 77 Sand mold for production of gear unit in Imperia GP Roadster car Table of Contents Racing intake manifold Pump housing Francis impeller Aston Martin DB5 car model for the James Bond film "Skyfall" Designer lamp Architectural model Automotive 2-stroke-engine Art with complex geometry Formula 1 racing gearbox Plastic Parts: 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 30 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, 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 78 Table of Contents 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, 2013, our worldwide sales staff for systems and parts consisted of 20 employees. 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 and Asia in conjunction with our geographic expansion to those regions. 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 facilities 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. 79 Table of Contents 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, 2013, we had approximately 50 active research and development projects in various stages of completion. Our development efforts are augmented by development arrangements with research institutions, customers and suppliers of material and hardware, among others. In certain instances, such development arrangements involve commitments from us for prospective research and development expenditures. As of December 31, 2013, we had 31 employees working in our research and development department. In addition to our internally-developed technology platforms, 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 year ended December 31, 2013. Our research and development expenses were €2.7 million, €1.6 million and €1.3 million for the years ended December 31, 2013, 2012 and 2011, respectively. A significant portion of our research and development expenditures have 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, wood powder 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 ), 80 Table of Contents 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 28, 2014, we owned or co-owned 21 issued U.S. patents and 20 pending U.S. patent applications. In addition, we own or co-own patent rights in Europe, Asia and Canada. In total, as of February 28, 2014 our patent portfolio consisted of over 180 U.S. and international 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 2031. 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 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, and Bego Medical GmbH, or Bego, 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. 81 Table of Contents 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 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 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. 82 Table of Contents 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. 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 "Risk Factors — Risks Related to Our Business and Industry — Our revenues and operating results may fluctuate." Backlog Our total backlog of 3D printer orders at March 15, 2014 and December 31, 2013 was €4.1 million and €2.3 million, respectively. For the years ended December 31, 2012 and 2011, our backlog was €3.7 million and €1.7 million, respectively. Our backlog, which consisted of seven 3D printers as of March 15, 2014, represents 3D printers for which a customer has signed a purchase order, but which 83 Table of Contents we have not shipped yet. We estimate that all of the systems in our backlog will ship prior to December 31, 2014. Employees We had a total of 106, 85 and 72 employees, including trainees and temporary staff, as of December 31, 2013, 2012 and 2011, respectively. Almost all of our current employees are located in Germany, paid in euros and subject to German labor law. None of our employees is a member of a labor union or is a party to a collective bargaining agreement. We consider our employee relations to be good and have never experienced a work stoppage. Properties 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 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. We had leased our corporate headquarters and on-demand parts service center through the first quarter of 2014. We made aggregate lease and sublease payments for these facilities in 2013 and 2012 of €0.3 million and €0.3 million, respectively. 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. In March 2014, we entered into an agreement to lease an approximately 50,000 square foot facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. We also intend to establish a new service center in Asia in 2015. We believe that our existing facilities are adequate for our current and foreseeable requirements. 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. 84 Table of Contents 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. 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 85 Table of Contents 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, 831 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. 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. 86 Table of Contents 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 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, 2013 were EMEA 97%, Asia Pacific 1% and Americas 2%, as compared to EMEA 85%, Asia Pacific 11% and Americas 4% for the same period in 2012. 87 Table of Contents MANAGEMENT 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 October 11, 2013. 88 Table of Contents 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 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. Since voxeljet AG was incorporated (as VXLT 2013 AG) on July 2, 2013, the original members of the supervisory board were elected to serve only until the end of the shareholders' meeting which resolves the discharge of the first business year. In other words, an election of members to our supervisory board will occur at the shareholders' meeting that takes place in 2014. 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. 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 July 2, 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 89 Table of Contents 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. 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. 90 Table of Contents 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, 2014: Name Peter Nietzer (Chairman) Age 53 Term Expires May 27, 2014 * 59 73 May 27, 2014 * May 27, 2014 * Dr. Stefan Söhn (Vice Chairman) Prof. Dr. Joachim Heinzl Principal occupation Managing director of asset management firm Consultant and lawyer University professor (retired) * Date of the 2014 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 1b, 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 12 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 chairman of the supervisory board of PW Automation AG, as the deputy chairman of the supervisory board of Mocopinus GmbH & Co. KG and as a member of the supervisory board of Stadtsparkasse Augsburg. Dr. Söhn holds a law degree from the University of Augsburg, Germany and a Master of Science in Management for the 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 91 Table of Contents 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. 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. 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; 92 Table of Contents • 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 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; 93 Table of Contents • 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 94 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. Members of the 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, 2014: Name Dr. Ingo Ederer Rudolf Franz Age 46 46 95 Term ends June 30, 2017 June 30, 2017 Position Chief Executive Officer Chief Financial Officer Table of Contents The business address of the members of our management board is the same as our business address: voxeljet AG, Paul-Lenz-Straße 1b, 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 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. 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 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 96 Table of Contents 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 13, 2013 and published in the German Federal Gazette ( Bundesanzeiger ) on June 10, 2013. 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 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 97 Table of Contents 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. You can find our annual compliance declaration on our website at investor.voxeljet.com . This website address is included in this prospectus 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. Code of Business Conduct and Ethics In connection with our initial public offering in October 2013, we 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 text of the code of conduct is available on our website at www.voxeljet.de . This website address is included in this prospectus as an inactive textual reference only. The information and other content appearing on our website are not part of this prospectus. Any amendments or waivers from the provisions of the code of conduct for members of our supervisory or management boards will be made only after approval by the appropriate body and will be disclosed on our website promptly following the date of such amendment or waiver. Differences between Our Corporate Governance Practices and Those Set Forth in the New York Stock Exchange Listed Company Manual 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 registration statement or on its website any 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. 98 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. 99 Table of Contents Compensation of Management Board and Supervisory Board Members 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 the ADSs being offered hereby. 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 2014, the two members of our management board are collectively entitled to receive total compensation of up to €514,000, which includes base salary and other compensation as a result of other benefits as described above. The two members of our management board are also collectively eligible to earn bonus payments of up to €273,600. In 2013, the two members of our management board collectively received total compensation of €602,000, which included base salary, bonus payments and other compensation. Compensation of Supervisory Board Members Under mandatory German law, the compensation of the first supervisory board of a German stock corporation can only be determined by the shareholders' meeting that resolves on the discharge of the first members of the supervisory board. Because the supervisory board appointed at the time of our incorporation on July 2, 2013 is our first supervisory board, the final consideration payable to supervisory board members will be decided at our annual general shareholders' meeting that will take place in 2014. However, we believe that the following remuneration system will be proposed to our shareholders at our 2014 annual general shareholders' meeting: • Compensation for 2013: Ordinary members of the supervisory board will receive a fixed remuneration in the amount of €20,000 per annum. The chairman and vice chairman of the supervisory board will receive higher fixed remuneration in the amount of €40,000 per annum and €30,000 per annum, respectively. As the supervisory board was established on July 2, 2013, these amounts will be paid on a pro rata basis. • Compensation for 2014: Ordinary members of the supervisory board will receive a fixed remuneration in the amount of €30,000 per annum. The chairman and vice chairman of the supervisory board shall receive higher fixed remuneration in the amount of €60,000 per annum and €45,000 per annum, respectively. • We will not pay fees for attendance at supervisory board meetings. 100 Table of Contents • The members of the supervisory board will be entitled to reimbursement of their reasonable, documented expenses (including, but not limited to, travel, board and lodging and telecommunication expenses). After its approval by our general shareholders' meeting in 2014, this proposed remuneration system will remain in force until it has been amended or terminated by our general shareholders' meeting. Remuneration and Benefits in the Business Years 2012 and 2013 Our supervisory board was established for the first time upon the incorporation of voxeljet AG (as VXLT 2013 AG), which was resolved upon on July 2, 2013 and became effective by registration with the commercial register on July 11, 2013. Our legal predecessor, Voxeljet Technology GmbH, did not have a supervisory board. Therefore, for the business years 2012 and earlier, no remuneration or benefits in kind were granted to supervisory board members, and no amounts were set aside or accrued by us for these purposes. The final remuneration payable to members of our supervisory board for the 2013 fiscal year will be decided at our 2014 general shareholders' meeting. Share Ownership by Members of Supervisory Board and Management Board Supervisory Board Supervisory board member Prof. Dr. Joachim Heinzl holds 76,375 of our ordinary shares, which represented 2.4% of our ordinary shares as of March 1, 2014 (or 1.8% after giving effect to this offering). None of the other members of the supervisory board held any of our ordinary shares as of March 1, 2014. Management Board Our CEO and founder, Dr. Ingo Ederer, holds 612,625 of our ordinary shares, which represented 19.6% of our ordinary shares as of March 1, 2014 (or 14.4% after giving effect to this offering). Our CFO, Rudolf Franz, holds 274,625 of our ordinary shares through Franz Industriebeteiligungen AG, which is wholly owned by Mr. Franz and members of his family, which represented 8.8% of our ordinary shares as of March 1, 2014 (or 6.5% after giving effect to this offering). 101 Table of Contents CERTAIN TRANSACTIONS Since January 1, 2011, 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 "Management" and "Principal and Selling Shareholders," 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, €150,574 and €101,000 for the years ended December 31, 2013, 2012 and 2011, respectively. The advisory agreement was mutually terminated by the parties on August 31, 2013. 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 and €1,125 in each of the years ended December 31, 2012 and 2011. 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 and €3,375 in each of the years ended December 31, 2012 and 2011. The shareholders' undertaking was terminated on March 3, 2014 in connection with the termination of Dr. Ederer's guarantee. 102 Table of Contents Service Agreements We have entered into service agreements with the members of our management board. See "Management — Management Board — Service Agreements." Long Term Cash Incentive Plan Effective January 1, 2013, we implemented a long-term cash incentive plan, or the LTCIP, which has a term of five years through 2017. The purpose of the LTCIP is to motivate, attract and retain highly-qualified and valued senior management and other key personnel who are not members of our management board by linking their personal interests with the success of our business and the interests of our shareholders. Our supervisory board, which has adopted the LTCIP, will oversee its operation. Our management board will implement and administer the plan. Participants in the LTCIP are carefully selected by our management board in consultation with our supervisory board. The LTCIP is an additional component of compensation to the respective employee beneficiary's salary and other employee benefits. Under the LTCIP, we issue Award Units to the selected employee beneficiaries. Each Award Unit entitles the beneficiary to participate in a fixed amount of any cash award that is declared by our management board. Each cash payment is subject to our achievement of certain long-term goals over assessment periods that are at least one year in length. The first cash payment, if any, is based on two performance targets: (1) top-line revenue growth for the annual business year and (2) the successful completion of our initial public offering of ADSs on the New York Stock Exchange on or before March 31, 2014. The ensuing assessment periods are each two years in duration and payments are based on two performance targets: (1) top-line revenue growth and (2) an increase in the average closing price of our listed ADSs over the initial public offering price during any 120-day period. Award Units bear certain forfeiture risks for the beneficiary, and payments under each Award Unit are due only if we continue to employ the beneficiary at the time of the close of the relevant assessment period. The LTCIP has a maximum distributable amount over the five-year period of €5,000,000. After the first assessment, up to 20% of the total distributable amount may be distributed based on actual performance in relation to the relevant performance targets. After the second assessment, 40% of the total distributable amount may be awarded, and after the third and final assessment, an additional 40% of the total distributable amount may be awarded. The relevant weighting of the performance targets after each assessment period to arrive at the cash award, if any, will be made in our management board's sole discretion based on our actual performance with respect to each target. Our management board, in consultation with our supervisory board, may change the performance targets applicable to any assessment period to reflect actual performance based on other acceptable performance metrics that are set forth in the LTCIP and/or may extend the timeline for the accomplishment of the performance targets into the next assessment period in light of the circumstances arising at such time. The performance targets are not designed to be minimum thresholds that must be met before an award may be declared for the assessment period. Our management board may declare a cash award under the LTCIP for such period if the management board, in consultation with our supervisory board, believes that our actual performance, while not attaining one or more of the specified targets, is nevertheless material and merits an award. Additionally, our supervisory board may amend or terminate the LTCIP in its sole discretion at any time in its exercise of good faith judgment. We expect to make the first payments to the selected employee beneficiaries under the LTCIP in April 2014. 103 Table of Contents PRINCIPAL AND SELLING SHAREHOLDERS The following table sets forth information, as of March 1, 2014, regarding the beneficial ownership of our ordinary shares: (i) immediately prior to the consummation of this offering and (ii) as adjusted to reflect the sale of our ADSs in this offering, for: • members of our supervisory board; • members of our management board; • members of our supervisory and management boards as a group; • each person who is known by us to own beneficially more than 5% of our outstanding ordinary shares as of March 1, 2014; and • each selling shareholder. The column entitled "Ordinary Shares Beneficially Owned Prior to the Offering — Percent" is based on 3,120,000 ordinary shares outstanding as of March 1, 2014. The columns entitled "Ordinary Shares Beneficially Owned After the Offering — Excluding Exercise of Over-Allotment — Percent" and "Ordinary Shares Beneficially Owned After the Offering — Including Exercise of Over-Allotment — Percent" are both based on 3,720,000 ordinary shares to be issued and outstanding immediately after the closing of this offering. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. 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 March 1, 2014, 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 104 Table of Contents 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 1, 86316 Friedberg, Germany. Ordinary Shares Beneficia Owned After this Offerin Ordinary Shares Beneficially Owned Prior to this Offering Ordinary Shares Sold in this Offering Excluding Exercise of Over-Allotment Inclu Exerc Over-A 5% Shareholders and Members of our Supervisory and Management Boards Percent Number (1) Number (1) Number Percent Number Franz Industriebeteiligungen AG (2) Startkapital-Fonds Augsburg GmbH (3) AleSta Beteiligungs GmbH (4) Technologie Beteiligungsfonds Bayern GmbH & Co. KG (5) Dr. Ingo Ederer (6) Rudolf Franz (7) Prof. Dr. Joachim Heinzl Peter Nietzer Dr. Stefan Söhn All Members of our Supervisory and Management Boards as a Group (5 persons): 274,625 8.8 % 33,800 240,825 6.5 % 220,545 274,625 203,125 8.8 % 6.5 % 33,800 25,000 240,825 178,125 6.5 % 4.8 % 220,545 163,125 183,625 612,645 274,625 76,375 0 0 5.9 % 19.6 % 8.8 % 2.4 % — — 22,600 75,400 33,800 9,400 0 0 161,025 537,245 240,825 66,975 0 0 4.3 % 14.4 % 6.5 % 1.8 % — — 147,465 492,005 220,545 61,335 0 0 963,625 30.9 % 118,600 845,045 22.7 % 773,885 * Represents beneficial ownership of less than one percent (1%) of our outstanding ordinary shares. (1) 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. (2) 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, Franz Industriebeteiligungen AG was the beneficial owner of 16.9% of our outstanding ordinary shares. (3) 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, Startkapital-Fonds Augsburg GmbH was the beneficial owner of 16.9% of our outstanding ordinary shares. (4) Alexander Stärker is the managing director of AleSta Beteiligungs GmbH and has the sole power to vote, hold and dispose of shares held by it. The address for AleSta Beteiligungs GmbH is Brunnenlechgaesschen 1, 86161 Augsburg, Germany. Prior to our initial public offering, AleSta Beteiligungs GmbH was the beneficial owner of 12.5% of our outstanding ordinary shares. (5) Technologie Beteiligungsfonds Bayern Verwaltungs GmbH is the general partner of Technologie Beteiligungsfonds Bayern GmbH & Co. KG. Roman Huber and Dr. Georg Ried are the managing directors of Technologie Beteiligungsfonds Bayern Verwaltungs GmbH and have shared power to vote, hold and dispose of the shares held by it. The address for Technologie Beteiligungsfonds Bayern GmbH & Co. KG is Ländgasse 135 a, 84028 Landshut, Germany. Prior to our initial public offering, Technologie Beteiligungsfonds Bayern GmbH & Co. KG was the beneficial owner of 11.3% of our outstanding ordinary shares. (6) Prior to our initial public offering, Dr. Ingo Ederer was the beneficial owner of 37.7% of our outstanding ordinary shares. (7) Consists entirely of ordinary shares held by Franz Industriebeteiligungen AG. 105 Table of Contents As of March 1, 2014, 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 March 1, 2014, Citibank, N.A. held 1,495,000 ordinary shares representing 47.9% of the issued share capital 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 after the closing of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. 106 Table of Contents DESCRIPTION OF SHARE CAPITAL The following description is a summary of certain information relating to our share capital as well as certain provisions of our articles of association and the German Stock Corporation Act ( Aktiengesetz ). Unless stated otherwise, the description insofar as it relates to our articles of association is based on the amended version of our articles of association as of , 2014, which is expected to be registered in the commercial register in due course prior to the completion of this offering. This summary does not purport to be complete and speaks as of the date of this prospectus. Copies of the articles of association will be publicly available from the commercial register ( Handelsregister ) of the local court in Augsburg, Germany, electronically at www.unternehmensregister.de and as an exhibit to the Registration Statement of which this prospectus forms a part. Share Capital As of the date of this prospectus, we have share capital registered in the commercial register in the amount of € , which is divided into ordinary registered shares ( Namensaktien ). All shares are no par-value shares ( Stückaktien ohne Nennbetrag ). Incorporation of the Company The legal predecessor of our company was founded as Generis GmbH on May 5, 1999 by our founders, Dr. Ingo Ederer, Prof. Dr. Joachim Heinzl and Rainer Höchsmann. The incorporation was registered with the commercial register of the local court ( Amtsgericht ) of Augsburg under the number HRB 17081 on May 25, 1999. By a shareholders' resolution as of November 18, 2003, the name of our company was changed from Generis GmbH to Voxeljet Technology GmbH. The name change was registered with the commercial register of the local court of Augsburg on January 7, 2004. On July 2, 2013, the former shareholders of Voxeljet Technology GmbH, Startkapital-Fonds Augsburg GmbH, Technologie Beteiligungsfonds Bayern GmbH & Co. KG, Franz Industriebeteiligungen AG, Dr. Ingo Ederer, Prof. Dr. Joachim Heinzl and AleSta Beteiligungs GmbH incorporated VXLT 2013 AG, which was registered in the commercial register of the local court of Augsburg on July 11, 2013 under number HRB 27999. Upon its incorporation, VXLT 2013 AG had a nominal share capital amounting to €50,000. 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, voxeljet AG, as the surviving entity, has taken 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. As a result of the merger, voxeljet AG increased its share capital by €1,950,000, from €50,000 to €2,000,000 by issuing ordinary shares to the shareholders of the contributing entity, Voxeljet Technology GmbH, as compensation for the transfer and merger of Voxeljet Technology GmbH into voxeljet AG. Since the merger was concluded within two years after the incorporation of voxeljet AG, the merger is considered to be a post-incorporation acquisition contract ( Nachgründungsvertrag ), which must be registered in the local commercial register with the local court of Augsburg in order to be valid pursuant to Section 67 of the German Transformation Act ( Umwandlungsgesetz ) in connection with 107 Table of Contents Section 52 AktG. We have complied with the respective requirements under German law, and the merger agreement was duly registered as a post-incorporation acquisition contract on September 12, 2013. Two of our current shareholders, Startkapital-Fonds Augsburg GmbH and Technologie Beteiligungsfonds Bayern GmbH & Co. KG, used to be silent partners ( stille Gesellschafter ) in our legal predecessor, Voxeljet Technology GmbH. The silent partnership with Startkapital-Fonds Augsburg GmbH was terminated on November 18, 2003, on which date Startkapital-Fonds Augsburg GmbH and Technologie Beteiligungsfonds Bayern GmbH & Co. KG became direct shareholders in Voxeljet Technology GmbH. The silent partnership with Technologie Beteiligungsfonds Bayern GmbH & Co. KG was terminated on April 30, 2007. Form, Certification and Transferability of the Shares Our shares are in registered form. The form and contents of our share certificates, any dividend certificates, renewal certificates and interest coupons are determined by our management board with the approval of our supervisory board. A shareholder's right to certificated shares is excluded, to the extent permitted by law and to the extent certification is not required by the stock exchange on which the shares are admitted to trading. We are permitted to issue share certificates that represent one or more shares. All of our outstanding shares are no par-value ordinary registered shares. Under German law, if a resolution regarding a capital increase does not specify whether such increase will be in bearer or registered form, the new shares resulting from such capital increase will be no par-value ordinary registered shares by default. Any resolution regarding a capital increase may determine the profit participation of the new shares resulting from such capital increase. Our shares are freely transferable under German law, with the transfer of ownership governed by the rules of the relevant clearing system. General Information on Capital Measures Pursuant to our articles of association, an increase of our share capital generally requires a resolution passed at our shareholders' meeting with both a simple majority of the share capital represented at the relevant shareholders' meeting and a simple majority of the votes cast. The shareholders at such meeting may authorize our management board to increase our share capital with the consent of our supervisory board within a period of five years by issuing shares for a certain total amount ( genehmigtes Kapital or authorized capital), which is a concept under German law that enables us to issue shares without going through the process of obtaining a shareholders' resolution. Furthermore, our shareholders may resolve to amend or create conditional capital ( bedingtes Kapital ); however, they may do so only to issue conversion or subscription rights to holders of convertible bonds, in preparation for a merger with another company or to issue subscription rights to employees and members of the management of our company or of an affiliated company by way of a consent or authorization resolution. According to German law, any resolution pertaining to the creation of authorized or conditional capital requires the vote of at least three-quarters of the share capital represented at the relevant shareholders' meeting and a simple majority of the votes cast. The shareholders may also resolve to increase the share capital from company resources by converting capital reserve and profit reserves into share capital. Pursuant to our articles of association, any resolution pertaining to an increase in share 108 Table of Contents capital from company resources requires the vote of a simple majority of the share capital represented at the relevant shareholders' meeting and a simple majority of the votes cast. The aggregate nominal amount of the authorized capital created by the shareholders may not exceed one-half of the share capital existing at the time of registration of the authorized capital with the commercial register. According to German law, the aggregate nominal amount of the conditional capital created at the shareholders' meeting may not exceed one-half of the share capital existing at the time of the shareholders' meeting adopting such resolution. The aggregate nominal amount of the conditional capital created for the purpose of granting subscription rights to employees and members of the management of our company or of an affiliated company may not exceed 10% of the share capital existing at the time of the shareholders' meeting adopting such resolution. Any resolution relating to a reduction of our share capital requires the vote of at least three-quarters of the share capital represented at the relevant shareholders' meeting as well as a simple majority of the votes cast according to mandatory German law. Changes in Our Share Capital during the Last Three Fiscal Years As of July 2, 2013, the date of the incorporation of voxeljet AG, our share capital as registered with the commercial register amounted to €50,000. Since then, our share capital has changed as follows: • As a result of the merger of Voxeljet Technology GmbH into voxeljet AG, voxeljet AG increased its share capital by €1,950,000, from €50,000 to €2,000,000 by issuing 1,950,000 ordinary shares to the shareholders of the contributing entity, Voxeljet Technology GmbH, as compensation for the transfer and merger of Voxeljet Technology GmbH into voxeljet AG. • By resolution of the shareholders' meeting of voxeljet AG held on October 11, 2013, our share capital was increased against contribution in cash from €2,000,000 to €3,120,000 under exclusion of the statutory subscription rights of the shareholders. The implementation of this capital increase was registered with the commercial register on October 17, 2013. The ordinary shares that were issued pursuant to this capital increase, as represented by the respective ADSs, formed part of our initial public offering. • By resolution of our management board with approval of our supervisory board, our share capital was increased against contribution in cash by up to €1,560,000 from €3,120,000 to up to €4,680,000. Our articles of association authorize the management board, with the approval of the supervisory board, to increase the share capital up to a certain amount without a shareholder resolution being required. Our shareholders, other than the depositary, have irrevocably waived their statutory subscription rights with regard to the new shares that are issued pursuant to this capital increase. The management board, with the approval of the supervisory board, decided on April 4, 2014 that the capital increase will be executed in the amount of €600,000. Citigroup Global Markets Limited has subscribed for all 600,000 new, non-par value registered shares with the obligation to offer such shares to existing shareholders who exercise their subscription rights on a pro rata basis to their existing shareholdings in the Company. All shares for which subscription rights were waived or have lapsed will be allocated to Citigroup Global Markets Limited and will, as represented by the respective ADSs, form part of this offering. It is anticipated that the implementation of this capital increase will be registered with the commercial register on or about April 10, 2014. 109 Table of Contents Authorized Capital Our authorized capital as of the date of this prospectus amounted to € and was created by the resolution of our shareholders' meeting on October 11, 2013. Under this authorized capital, the management board is authorized, subject to the consent of the supervisory board, to increase the company's share capital by up to € through one or more issuances on or before October 10, 2018 by issuance of new no par-value shares against cash contributions and/or contributions in kind ( Genehmigtes Kapital ). With the consent of the supervisory board, the management board is authorized to exclude the shareholders' subscription rights in the following circumstances: • to exclude fractional amounts resulting from the subscription ratio from the statutory subscription right of the shareholders; • in the case of increases of the share capital against contributions in kind, in particular, but without limitation, to acquire companies, divisions of companies or interests in companies; or • in the case that the increase of the share capital is against contributions in cash, and provided that the issue price of the new shares is not substantially lower (as defined in the German Stock Corporation Act) than the stock exchange price for our shares of the same class and having the same conditions already listed at the time of the final determination of the issue price, and further provided that the amount of the share capital represented by the shares issued under the exclusion of the statutory subscription right granted pursuant to German law does not exceed 10% of the share capital at the time of this authorization coming into effect or being exercised. The 10% threshold shall include new or treasury shares of our company which are issued or transferred during the term of this authorized capital on another legal basis under the exclusion of the statutory subscription rights granted pursuant to German law. Subscription Rights According to the German Stock Corporation Act, every shareholder is generally entitled to subscription rights (commonly known as preemptive rights) to any new shares issued within the framework of a capital increase, including convertible bonds, bonds with warrants, profit-sharing rights or income bonds in proportion to the number of shares he or she holds in the corporation's existing share capital. Under German law, these rights do not apply to shares issued out of conditional capital. A minimum subscription period of two weeks must be provided for the exercise of such subscription rights. Under German law, the shareholders' meeting may pass a resolution excluding subscription rights if at least three-quarters of the share capital represented adopts the resolution. To exclude subscription rights, the management board must also make a report available to the shareholders justifying the exclusion and demonstrating that the company's interest in excluding the subscription rights outweighs the shareholders' interest in having them. In addition to approval by the general shareholders' meeting, the exclusion of subscription rights requires a justification. The justification must be based on the principle that our interest in excluding subscription rights outweighs the shareholders' interest in their subscription rights and may be subject to judicial review. Accordingly, under German law, the exclusion of subscription rights upon the issuance of new shares is permitted, in particular, if we increase the share capital against cash contributions, if the amount of the capital increase does not exceed 10% of the existing share capital and the issue price of the new shares is not significantly lower than the market price of our shares. 110 Table of Contents The authorization of the management board to issue convertible bonds or other securities convertible into shares must be limited to a period not exceeding five years as of the respective shareholder resolution. Shareholders' Meetings, Resolutions and Voting Rights Pursuant to our articles of association, shareholders' meetings may be held at our registered offices, at the registered seat of a German stock exchange or in a German city with more than 100,000 inhabitants. In general, shareholders' meetings are convened by our management board. The supervisory board is additionally required to convene a shareholders' meeting in cases where this is required under binding statutory law ( i.e. , if this is in the best interest of our company). In addition, shareholders who, individually or as a group, own at least 5% of our share capital may request that our management board convene a shareholders' meeting. If our management board does not convene a shareholders' meeting upon such a request, the shareholders may petition the competent German court for authorization to convene a shareholders' meeting. Pursuant to our articles of association, the notice of the convening of a shareholders' meeting must be made public at least 36 days prior to the meeting. Shareholders who, individually or as a group, own at least 5% or €500,000 of our share capital may require that modified or additional items be added to the agenda of the shareholders' meeting and that these items be published before the shareholders' meeting takes place. Under German law, our annual general shareholders' meeting must take place within the first eight months of each fiscal year. Among other things, the general shareholders' meeting is required to decide on the following issues: • appropriation and use of annual net income; • discharge or ratification of the actions taken by the members of our management board and our supervisory board; • the approval of our statutory auditors; • increases or decreases in our share capital; • the election of supervisory board members; and • to the extent legally required, the approval of our financial statements. Each share carries one vote at a shareholders' meeting. Our articles of association provide in Article 19 that the resolutions of the shareholders' meeting are adopted by a simple majority of the votes cast. To the extent required by law, certain resolutions may have to be approved by a simple majority of share capital represented at the meeting, in addition to the majority of votes cast. Neither the German laws nor our articles of association provide for a minimum participation for a quorum for our shareholders' meetings. Under German law, certain resolutions of fundamental importance require the vote of at least three-quarters of the share capital present or represented in the voting at the time of adoption of the 111 Table of Contents resolution. Resolutions of fundamental importance include, in particular, capital increases with exclusion of subscription rights, capital decreases, the creation of authorized or conditional share capital, the dissolution of a company, a merger into or with another company, split-offs and split-ups, the conclusion of inter-company agreements ( Unternehmensverträge ), in particular control agreements ( Beherrschungsverträge ) and profit and loss transfer agreements ( Ergebnisabführungsverträge ), and a change of the legal form of a company. Our annual general shareholders' meeting for 2014 is scheduled to be held on May 27, 2014. Dividend Rights Under German law, distributions of dividends on shares for a given fiscal year are generally determined by a process in which the management board and supervisory board submit a proposal to our annual general shareholders' meeting held in the subsequent fiscal year and such annual general shareholders' meeting adopts a resolution. German law provides that a resolution concerning dividends and distribution thereof may be adopted only if the company's unconsolidated financial statements under the applicable law show net retained profits. In determining the profit available for distribution, the result for the relevant year must be adjusted for profits and losses brought forward from the previous year and for withdrawals from or transfers to reserves. Certain reserves are required by law and must be deducted when calculating the profit available for distribution. Shareholders participate in profit distributions in proportion to the number of shares they hold. Dividends on shares resolved by the general shareholders' meeting are paid annually, shortly after the general shareholders' meeting, in compliance with the rules of the respective clearing system. Dividend payment claims are subject to a three-year statute of limitation in the company's favor. Liquidation Rights Apart from liquidation as a result of insolvency proceedings, we may be liquidated only with a vote of the holders of at least three-quarters of the share capital represented at the shareholders' meeting at which such a vote is taken. If we are liquidated, any assets remaining after all of our liabilities have been paid off would be distributed among our shareholders in proportion to their holdings in accordance with German statutory law. The German Stock Corporation Act provides certain protections for creditors which must be observed in the event of liquidation. Authorization to Acquire Our Own Shares The shareholders' meeting adopted a resolution on October 11, 2013 authorizing the management board, for a period until October 10, 2018, subject to the consent of the supervisory board and provided it complies with the legal requirement of equal treatment, to purchase our shares in an amount up to 10% of our total share capital. The shares may be purchased by means of a sale on a stock exchange or an offer to all shareholders in one or more tranches and may be used for any purpose permitted by law. The management board is authorized to redeem the purchased shares without further resolution by the shareholders' meeting. The management board is also authorized to sell the purchased shares in other ways than a sale on a stock exchange or an offer to all shareholders under full or partial exclusion of the statutory subscription rights of the shareholders with the supervisory board's consent as follows: (i) to exclude shareholders' subscription rights for fractional amounts, (ii) by selling the purchased shares against consideration, (iii) by selling the purchased shares against cash consideration, if the consideration is not significantly lower than the market price at the time of the sale and (iv) to satisfy our obligations from option or conversion rights or conversion obligations (or combinations of these instruments) which grant a conversion or option right or an obligation to convert. 112 Table of Contents Squeeze-Out of Minority Shareholders Under German law, the shareholders' meeting of a stock corporation may resolve upon request of a shareholder that holds at least 95% of the share capital that the shares held by any remaining minority shareholders be transferred to this shareholder against payment of "adequate cash compensation" ( Ausschluss von Minderheitsaktionären) . This amount must take into account the full value of the company at the time of the resolution, which is generally determined using the future earnings value method ( Ertragswertmethode ). Objects and Purposes of Our Company Our business purpose, as described in section 2 of our articles of association, is the development, production and distribution of 3D printers, 3D printing systems, three dimensional moulds, models and other 3D printing solutions and 3D products of materials of all kinds as well as supply of related services in that field including web-based sales. We may engage in all business activities which serve, directly or indirectly, our business purpose. In particular, we are allowed to invest in, acquire interests in and dispose of other companies, and to establish domestic and foreign branch offices and subsidiaries. Furthermore, we may enter into agreements with our affiliates and third parties against consideration in the context of acting as a management holding company or operational holding company by way of direct or indirect corporate governance, management and administration of our affiliates. 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. 113 Table of Contents DESCRIPTION OF AMERICAN DEPOSITARY SHARES Citibank, N.A., or Citibank, has agreed to act as the depositary for the American Depositary Shares. Citibank's depositary offices are located at 388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as "ADSs" and represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as "American Depositary Receipts" or "ADRs." The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citigroup Global Markets Deutschland AG, located at Reuterweg 16, 60323 Frankfurt, Germany. We have appointed Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549 and from the SEC's website at www.sec.gov . Please refer to Registration Number 333-191526 when retrieving such copy. We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. Each ADS represents the right to receive, and to exercise the beneficial ownership interest in, one-fifth of an ordinary share on deposit with the custodian. An ADS also represents the right to receive any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the deposited property will under the terms of the deposit agreement be vested in the beneficial owners of the ADSs. The depositary, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to exercise beneficial ownership interests in the deposited property only through the registered holders of the ADSs, by the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary, and by the depositary (on behalf of the owners of the corresponding ADSs) directly, or indirectly through the custodian or their respective nominees, in each case upon the terms of the deposit agreement. If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary shares will continue to be governed by the laws of Germany, which may be different from the laws in the United States. In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on 114 Table of Contents your behalf to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct shareholder rights. The depositary will hold on your behalf the shareholder rights attached to the ordinary shares underlying your ADSs. As an owner of ADSs you will be able to exercise the shareholders rights for the ordinary shares represented by your ADSs through the depositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the cancellation of your ADSs and become a direct shareholder. As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the "direct registration system," or DRS). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the DRS, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The DRS includes automated transfers between the depositary and The Depository Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the "holder." When we refer to "you," we assume the reader owns ADSs and will own ADSs at the relevant time. The registration of the ordinary shares in the name of the depositary or the custodian shall, to the maximum extent permitted by applicable law, vest in the depositary or the custodian the record ownership in the applicable ordinary shares with the beneficial ownership rights and interests in such ordinary shares being at all times vested with the beneficial owners of the ADSs representing the ordinary shares. The depositary or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited property. Dividends and Distributions As a holder of ADSs, you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified record date, after deduction of the applicable fees, taxes and expenses. Distributions of Cash Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the laws and regulations of Germany. 115 Table of Contents The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit. The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Distributions of Ordinary Shares Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary shares ratio, in which case each ADS you hold will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution. The distribution of new ADSs or the modification of the ADS-to-ordinary shares ratio upon a distribution of ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new ordinary shares so distributed. No such distribution of new ADSs will be made if it would violate a law ( i.e. , the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash. Distributions of Rights Whenever we intend to distribute rights to purchase additional ordinary shares, we will give prior notice to the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders. The depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new ordinary shares other than in the form of ADSs. The depositary will not distribute the rights to you if: • we do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; 116 Table of Contents • we fail to deliver satisfactory documents to the depositary; or • it is not reasonably practicable to distribute the rights. The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse. Elective Distributions Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional ADSs, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable. The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement. If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder in Germany would receive upon failing to make an election, as more fully described in the deposit agreement. Other Distributions Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase ordinary shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable. If it is reasonably practicable to distribute such property to you and if we provide all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable. The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received. The depositary will not distribute the property to you and will sell the property if: • we do not request that the property be distributed to you or if we ask that the property not be distributed to you; • we do not deliver satisfactory documents to the depositary; or • the depositary determines that all or a portion of the distribution to you is not reasonably practicable. The proceeds of such a sale will be distributed to holders as in the case of a cash distribution. 117 Table of Contents Redemption Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders. The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine. Changes Affecting Ordinary Shares The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or any other reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets of us. If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the ordinary shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution. Issuance of ADSs upon Deposit of Ordinary Shares Upon the completion of this offering, the share certificates representing the ordinary shares that are being offered for sale by us and the selling shareholders pursuant to this prospectus will be deposited with the custodian. Upon receipt of confirmation of such deposit, the depositary will issue the ADSs to the underwriters named in this prospectus. After the closing of this offering, the depositary may create ADSs on your behalf if you or your broker deposit ordinary shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by U.S. and German legal considerations applicable at the time of deposit. The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers. When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that: • the ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained; 118 Table of Contents • all preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised; • you are duly authorized to deposit the ordinary shares; • the ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, "restricted securities" (as defined in the deposit agreement); and • the ordinary shares presented for deposit have not been stripped of any rights or entitlements. If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations. Transfer, Combination and Split Up of ADRs As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must: • ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer; • provide such proof of identity and genuineness of signatures as the depositary deems appropriate; • provide any transfer stamps required by the State of New York or the United States; and • pay all applicable fees, charges and expenses imposed by the transfer agent in connection with the processing of certificated securities, as well as all applicable taxes and other government charges payable by ADR holders. To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs. Withdrawal of Ordinary Shares Upon Cancellation of ADSs As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying ordinary shares at the custodian's offices. Your ability to withdraw the ordinary shares may be limited by U.S. and German considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares being withdrawn. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement. 119 Table of Contents If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit. You will have the right to withdraw the securities represented by your ADSs at any time except for: • temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders' meeting or a payment of dividends; • obligations to pay fees, taxes and similar charges; or • restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit. The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law. Voting Rights As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the ordinary shares represented by your ADSs. The voting rights of holders of ordinary shares are described in the section entitled "Description of Share Capital — Shareholders' Meetings, Resolutions and Voting Rights" in this prospectus. At our request, the depositary will distribute to you any notice of a shareholders' meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs. If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy) represented by the holder's ADSs in accordance with such voting instructions. Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner. Securities for which no voting instructions have been received will not be voted. 120 Table of Contents Fees and Charges As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement: Service (1) Issuance of ADSs upon deposit of shares (excluding issuances as a result of distributions of shares described in (4) below) Fees Up to U.S. 5¢ per ADS issued (2) Cancellation of ADSs Up to U.S. 5¢ per ADS canceled (3) Distribution of cash dividends or other cash distributions ( i.e. , sale of 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) Up to U.S. 5¢ per ADS held (6) ADS Services Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary As an ADS holder you will also be responsible to pay 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 121 Table of Contents 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 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. Amendments and Termination We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law. You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law). We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected. After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have 122 Table of Contents no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses). Books of Depositary The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours, but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement. The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law. Limitations on Obligations and Liabilities The deposit agreement limits our obligations and the depositary's obligations to you. Please note the following: • we and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith; • the depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement; • the depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice; • we and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement; • we and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, any present or future law or regulation, or by reason of any present or future provision of our articles of association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control; • we and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our articles of association or in any provisions of or governing the securities on deposit; • we and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting ordinary shares for deposit, any holder of ADSs or authorized representatives 123 Table of Contents thereof, or any other person believed by either of us in good faith to be competent to give such advice or information; • we and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of ordinary shares but is not, under the terms of the deposit agreement, made available to you; • we and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties; • we and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement; and • no disclaimer of any Securities Act liability is intended by any provision of the deposit agreement. Pre-Release Transactions Subject to the terms and conditions of the deposit agreement, the depositary may issue to broker/dealers ADSs before receiving a deposit of ordinary shares or release ordinary shares to broker/dealers before receiving ADSs for cancellation. These transactions are commonly referred to as "pre-release transactions" and are entered into between the depositary and the applicable broker/dealer. The deposit agreement limits the aggregate size of pre-release transactions (not to exceed 30% of the ordinary shares on deposit in the aggregate) and imposes a number of conditions on such transactions ( i.e. , the need to receive collateral, the type of collateral required, the representations required from brokers, etc.). The depositary may retain the compensation received from the pre-release transactions. Taxes You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due. The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you. Foreign Currency Conversion The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, 124 Table of Contents such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements. If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion: • convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical; • distribute the foreign currency to holders for whom the distribution is lawful and practical; or • hold the foreign currency (without liability for interest) for the applicable holders. 125 Table of Contents SHARES ELIGIBLE FOR FUTURE SALES Upon completion of this offering, we will have outstanding 11,475,000 ADSs representing approximately 61.7% of our outstanding ordinary shares. All of the ADSs sold in this offering will be freely transferable by persons other than by our "affiliates" without restriction or further registration under the Securities Act. Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. We do not intend to list our ordinary shares on a trading market and therefore do not expect that a trading market will develop for our ordinary shares not represented by the ADSs. Lock-Up Agreements Initial Public Offering Lock-Up Agreements. In connection with our initial public offering, we, the members of our management board and supervisory board and the selling shareholders in the initial public offering agreed to certain restrictions on our and their ability to sell additional ADSs or ordinary shares for a period of 180 days after October 17, 2013. We and they agreed not to directly or indirectly offer for sale, sell, contract to sell, grant any option for the sale of, or otherwise issue or dispose of, any ADSs or ordinary shares, options or warrants to acquire ADSs or ordinary shares, or any related security or instrument, without the prior written consent of Piper Jaffray & Co. and Citigroup Global Markets Inc. Piper Jaffray & Co. and Citigroup Global Markets Inc., on behalf of the underwriters, for the lock-up agreements described above, have waived the lock-up with respect to the Company for the limited purpose of filing this registration statement and have or will have released the ADSs or ordinary shares to be sold in the offering to which this prospectus relates from the lock-up agreements. Current Offering Lock-Up Agreements. In connection with this offering, we, the members of our management board and supervisory board and the selling shareholders have agreed to certain restrictions on our and their ability to sell additional ADSs or ordinary shares for a period of 90 days after the date of this prospectus. We and they have agreed not to directly or indirectly offer for sale, sell, contract to sell, grant any option for the sale of, or otherwise issue or dispose of, any ADSs or ordinary shares, options or warrants to acquire ADSs or ordinary shares, or any related security or instrument, without the prior written consent of Piper Jaffray & Co. and Citigroup Global Markets Limited. The agreements provide exceptions for, among other things, sales to the underwriters pursuant to the underwriting agreement. In addition, these lock-up agreements supersede the lock-up agreements entered into in connection with our initial public offering, thereby terminating the prior lock-up agreements and any restrictions on the sale of ADS or ordinary shares by the selling shareholders contained in those agreements. For more information, see "Underwriting." Rule 144 In general, under Rule 144 under the Securities Act as in effect on the date of this prospectus, a person who is not an affiliate of ours at any time during the three months preceding a sale, and who has held their ordinary shares or ADSs for at least six months, as measured by SEC rule, including the holding period of any prior owner other than one of our affiliates, may sell ordinary shares or ADSs without restriction, provided current public information about us is available. In addition, under Rule 144, any person who is not an affiliate of ours at any time during the three months preceding a sale, and who has held their ordinary shares or ADSs for at least one year, as measured by SEC rule, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimited number of ordinary shares or ADSs immediately upon consummation of this offering without regard to whether current public information about us is available. 126 Table of Contents In general, under Rule 144, a person who is an affiliate of ours and who has beneficially owned "restricted" ordinary shares or ADSs for at least six months, as measured by SEC rule, including the holding period of any prior owner other than one of our affiliates, is entitled to sell a number of restricted ordinary shares or ADSs within any three-month period that does not exceed the greater of: • 1% of the number of ordinary shares then outstanding, in the form of ADSs or otherwise, which is expected to equal approximately 37,200 ordinary shares immediately after this offering; and • the average weekly trading volume of our ordinary shares in the form of ADSs on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. Sales of restricted ordinary shares or ADSs under Rule 144 held by our affiliates are also subject to requirements regarding the manner of sale, notice and the availability of current public information about us. Rule 144 also requires that affiliates relying on Rule 144 to sell ordinary shares or ADSs that are not restricted must nonetheless comply with the same restrictions applicable to restricted ordinary shares or ADSs, other than the holding period requirement. In addition, in each case, these ordinary shares and ADSs would remain subject to any lock-up arrangement that may exist and would only become eligible for sale when the lock-up period expires. Regulation S Regulation S under the Securities Act provides that ordinary shares and ADSs owned by any person may be sold without registration in the United States, provided that the sale is effected in an offshore transaction and no directed selling efforts are made in the United States (as these terms are defined in Regulation S), subject to certain other conditions. In general, this means that our ordinary shares or ADSs may be sold outside the United States without registration in the United States being required. Rule 701 Under Rule 701 under the Securities Act, ordinary shares acquired upon the exercise of options or pursuant to other rights granted under a written compensatory stock or option plan or other written agreement in compliance with Rule 701 may be resold by: • persons other than affiliates, subject only to the manner-of-sale provisions of Rule 144; and • our affiliates, subject to the manner-of-sale and volume limitations, current public information and filing requirements of Rule 144, in each case, without compliance with the six-month holding period requirement of Rule 144. As of March 1, 2014, no options to purchase ordinary shares were outstanding. 127 Table of Contents EXCHANGE CONTROLS AND LIMITATIONS AFFECTING SHAREHOLDERS 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 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. 128 Table of Contents 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 acquire ADSs in the 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 129 Table of Contents 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 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 prospectus (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 This subsection "German Taxation of ADSs" is the opinion of Dechert LLP insofar as it relates to legal conclusions with respect to matters of applicable German tax law as in effect on the date of this Registration statement. 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. 130 Table of Contents 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 ). 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. 131 Table of Contents Business expenses actually incurred in connection with the dividends and capital gains might not be tax deductible for corporate income and trade tax purposes except if certain requirements are met. 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 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, 132 Table of Contents 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. 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 133 Table of Contents 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 ( 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 134 Table of Contents 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) 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 (b) 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 (c) 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. 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 135 Table of Contents 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) and is the opinion of Dechert LLP insofar as it relates to legal conclusions with respect to matters of U.S. federal income tax law as in effect on the effective date of this Registration Statement. 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 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. 136 Table of Contents 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. 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 137 Table of Contents 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 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. We believe that our ADSs and ordinary shares should not be treated as stock of a PFIC for United States federal income tax purposes, for our taxable year 138 Table of Contents ending December 31, 2014 or the foreseeable future. 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 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 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. Because we have valued our goodwill based on the market value of our equity, a decrease in the price of our ADSs or ordinary shares may also result in our becoming a PFIC. In addition, the composition of income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. Passive income 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, including the cash raised in this offering, 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. 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. 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. If a U.S. holder owns ordinary shares in a PFIC that are treated as "marketable stock," the U.S. holder may make a mark-to-market election. If a U.S. holder makes this election, the U.S. holder will not be subject to all of the PFIC rules described above. Instead, in general, the U.S. holder will include as ordinary income the excess, if any, of the fair market value of its ADSs or ordinary shares at the end of the taxable year over the U.S. holder's adjusted basis in its ADSs or ordinary shares. Similarly, any gain realized on the sale, exchange or other disposition of the ADSs or ordinary shares will be treated as ordinary income, and will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. The U.S. holder will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its ADSs or ordinary shares over the fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). A U.S. holder's basis in the ADSs or ordinary shares will be adjusted to reflect any such income or loss amounts. 139 Table of Contents A U.S. holder may in certain circumstances also mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund, or a QEF, if the PFIC complies with certain reporting requirements. However, in the event that we are or become a PFIC, we do not intend to comply with such reporting requirements necessary to permit U.S. holders to elect to treat us as a QEF. U.S. holders should consult their own tax advisors regarding the application of the PFIC rules to their investment in our ADSs or ordinary shares and the elections discussed above. 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. 140 Table of Contents UNDERWRITING Subject to the terms and conditions described in the underwriting agreement dated the date of this prospectus, among us, the selling shareholders and the representatives of the underwriters, we and the selling shareholders have agreed to sell to the underwriters, and the underwriters severally have agreed to purchase from us, the number of ADSs listed opposite their respective names below. Piper Jaffray & Co. and Citigroup Global Markets Limited are acting as the representatives of the underwriters named below. Underwriters Piper Jaffray & Co. Citigroup Global Markets Limited Cowen and Company, LLC Stephens Inc. Number of ADSs Total 4,000,000 The underwriters have advised us and the selling shareholders that they propose to offer the ADSs to the public at $ per ADS. The underwriters propose to offer the ADSs to certain dealers at the same price less a concession of not more than $ per ADS. The underwriters may allow and the dealers may reallow a concession of not more than $ per ADS on sales to certain other brokers and dealers. After the offering, these figures may be changed by the underwriters. The selling shareholders have granted to the underwriters an option to purchase up to an additional 600,000 ADSs, on a pro rata basis, at the same price to the public, and with the same underwriting discount, as set forth in the table above. The underwriters may exercise this option any time during the 30-day period after the date of this prospectus, but only to cover over-allotments, if any. To the extent the underwriters exercise the option, each underwriter will become obligated, subject to certain conditions, to purchase approximately the same percentage of the additional ADSs as it was obligated to purchase under the underwriting agreement. The following table shows the underwriting fees to be paid to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the over-allotment option. Per Share Total No Exercise $ $ Full Exercise $ $ We have agreed to reimburse the underwriters for their expenses in an amount up to $15,000, which may be incurred in connection with the review by Financial Industry Regulatory Authority, Inc., or FINRA, of the terms of the ADSs offered hereby. We and the selling shareholders have agreed to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act, or to contribute to payments that the underwriters may be required to make in respect of those liabilities. Citigroup Global Markets Limited is not a U.S. registered broker-dealer and will not effect any offers or sales of any ADSs in the United States unless it is through its U.S. registered broker-dealer affiliate, Citigroup Global Markets Inc. 141 Table of Contents In compliance with the German stock corporation law applicable when issuing new shares for new investors, the representatives of the underwriters will initially subscribe, on behalf of the underwriters, for all of the shares underlying the ADSs to be sold by us at a subscription price per share equal to their nominal value per share. This subscription price will be credited against the amount due from the underwriters at closing. In addition, Citigroup Global Markets Limited is acting as the underwriter in the offering of the subscription rights to existing shareholders of our ordinary shares, as required by the German Stock Corporation Act. We, the members of our management board and supervisory board and the selling shareholders have agreed to certain restrictions on our and their ability to sell additional ADSs or ordinary shares for a period of 90 days after the date of this prospectus. We and they have agreed not to directly or indirectly offer for sale, sell, contract to sell, grant any option for the sale of, or otherwise issue or dispose of, any ADSs or ordinary shares, options or warrants to acquire ADSs or ordinary shares, or any related security or instrument, without the prior written consent of Piper Jaffray & Co. and Citigroup Global Markets Limited. The agreements provide exceptions for sales to underwriters pursuant to the underwriting agreement and certain other exceptions. In addition, in connection with our initial public offering, we, the members of our management board and supervisory board and the selling shareholders in the initial public offering agreed to substantially the same lock-up terms as described above, but for a period of 180 days. In connection with the commencement of this offering, Piper Jaffray & Co. and Citigroup Global Markets Inc., on behalf of the underwriters, intend to waive certain terms of those lock-ups entered into by the Company. Moreover, the lock-up agreements entered into in connection with this offering by the selling shareholders and members of our management board and supervisory board terminated the lock-up agreements entered into in connection with our initial public offering and all restrictions contained therein. See "Shares and ADSs Eligible for Future Sale — Lockup Agreements." Our ADSs are listed on the New York Stock Exchange under the symbol "VJET." To facilitate this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the ADSs during and after this offering. Specifically, the underwriters may over-allot or otherwise create a short position in the ADSs for their own account by selling more ADSs than have been sold to them by us and the selling shareholders. The underwriters may elect to cover any such short position by purchasing ADSs in the open market or by exercising the over-allotment option granted to the underwriters. In addition, the underwriters may stabilize or maintain the price of the ADSs by bidding for or purchasing ADSs in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if ADSs previously distributed in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the ADSs at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of the ADSs to the extent that it discourages resales of the ADSs. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on the New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time. These activities may have the effect of raising or maintaining the market price of the ADSs or preventing or retarding a decline in the market price of the ADSs, and, as a result, the price of the ADSs may be higher than the price that would otherwise prevail in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the New York Stock Exchange or otherwise. 142 Table of Contents Certain of the underwriters and their affiliates may provide from time to time certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they may receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future. No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of our ADSs, or the possession, circulation or distribution of this prospectus or any other material relating to us or our ADSs in any jurisdiction where action for that purpose is required. Accordingly, the shares of ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with our ADSs may be distributed or published, in or from any country or jurisdiction, except in compliance with any applicable rules and regulations of any such country or jurisdiction. Each of the underwriters may arrange to sell the ADSs offered hereby in certain jurisdictions outside the United States, either directly or through affiliates, where they are permitted to do so. European Economic Area. This document has been prepared on the basis that any offer of ADSs in any member state of the European Economic Area which has implemented the Prospectus Directive, each, a Relevant Member State, will be made pursuant to an exemption under Article 3 of the Prospectus Directive from the requirement to publish a prospectus for offers of ADSs. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this document may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of ADSs in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer. In relation to each Relevant Member State, no offer of ADSs may be made to the public in that Relevant Member State other than: • to any legal entity which is a "qualified investor" as defined in the Prospectus Directive; • to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or • in any other circumstances falling within Article 3(2) of the Prospectus Directive, • provided that no such offer of ADSs shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For purposes of this provision, the expression an "offer of securities to the public" in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered, so as to enable an investor to decide to purchase or subscribe for the ADSs, as the expression may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that member state, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending 143 Table of Contents Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. United Kingdom. This document is only being distributed to, and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended, or the Order, (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. France. Neither this prospectus nor any other offering material relating to the ADSs described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The ADSs have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the ADSs has been or will be: • released, issued, distributed or caused to be released, issued or distributed to the public in France; or • used in connection with any offer for subscription or sale of the ADSs to the public in France. Such offers, sales and distributions will be made in France only: • to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors ( cercle restreint d'investisseurs ), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier ; • to investment services providers authorized to engage in portfolio management on behalf of third parties; or • in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers , does not constitute a public offer ( appel public à l'épargne ). The ADSs may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier . Hong Kong. The ADSs may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made 144 Table of Contents thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the ADSs may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. India. This prospectus is for information purposes only and does not constitute an offer or invitation for any investment or subscription for ADSs in India. Any person who is in possession of this prospectus is hereby notified that no action has been or will be taken that would allow an offering of the ADSs in India and neither this prospectus nor any offering material relating to the ADSs has been submitted to the Registrar of Companies or the Securities and Exchange Board of India for prior review or approval. Further, no document filing has been made with the Registrar of Companies, India. Accordingly, the ADSs may not be offered, sold, transferred or delivered and neither this prospectus nor any offering material relating to the ADSs may be distributed or made available (in whole or in part) in India, directly or indirectly in connection with any offer or invitation for any investment or subscription for the ADSs in India. You are advised to read this disclaimer carefully and consult with your advisors before accessing, reading or making any other use of this prospectus. Japan. The ADSs offered in this prospectus have not been registered under the Financial Instruments and Exchange Act of Japan. The ADSs have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Act of Japan and (ii) in compliance with any other applicable requirements of Japanese law. Singapore. This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA. Where the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person which is: • a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or • a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred 145 Table of Contents within six months after that corporation or that trust has acquired the ADSs pursuant to an offer made under Section 275 of the SFA except: • to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA; • where no consideration is or will be given for the transfer; or • where the transfer is by operation of law. In addition, investors in Singapore should note that the securities acquired by them are subject to resale and transfer restrictions specified under Section 276 of the SFA, and they, therefore, should seek their own legal advice before effecting any resale or transfer of their securities. Switzerland. The ADSs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the ADSs or the offering may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the offering, the company or the ADSs have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or the CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of ADSs. Dubai International Financial Centre. This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or the DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The ADSs to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you do not understand the contents of this prospectus you should consult an authorized financial advisor. 146 Table of Contents EXPENSES RELATED TO THIS OFFERING The following table sets forth the main expenses we and the selling shareholders identified in this prospectus will be required to pay in connection with this offering, other than the underwriting discounts and commissions. All amounts are estimated, except the SEC registration fee and the filing fee of FINRA: Expenses SEC registration fee FINRA filing fee Legal fees and expenses Accounting fees and expenses Printing fees Other fees and expenses $ Total $ Amount 15,302 18,320 675,000 280,000 146,000 215,378 1,350,000 LEGAL MATTERS The validity of the shares and the ADSs with respect to German and U.S. federal law and New York state law in connection with this offering will be passed upon for us by Dechert LLP, our German and U.S. counsel. Certain legal matters with respect to German and U.S. federal law and New York state law in connection with this offering will be passed upon for the underwriters by Paul Hastings LLP, German and U.S. counsel for the underwriters. EXPERTS Our financial statements as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013, included in this prospectus have been so included in reliance on the report of KPMG AG Wirtschaftsprüfungsgesellschaft (Munich, Germany), an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in auditing and accounting. 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 147 Table of Contents management and the experts named in this prospectus. In addition, even if a judgment against our company, the non-U.S. members of our management board, supervisory board, senior management or the experts named in this prospectus 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. 148 Table of Contents WHERE YOU CAN FIND MORE INFORMATION We have filed with the SEC a Registration Statement on Form F-1 under the Securities Act, including amendments and relevant exhibits and schedules, covering the underlying ordinary shares represented by the ADSs to be sold in this offering. This prospectus, which constitutes a part of the Registration Statement, summarizes material provisions of contracts and other documents that we refer to in the prospectus. Since this prospectus does not contain all of the information contained in the Registration Statement, you should read the Registration Statement and its exhibits and schedules for further information with respect to us and our ADSs. We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Our annual reports on Form 20-F are due within four months after fiscal year end. We are not required to disclose certain other information that is required from U.S. domestic issuers. Also, as a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing of proxy statements to shareholders and members of our management and supervisory boards and our principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. You may review and copy the Registration Statement, reports and other information we file at the SEC's public reference room at 100 F Street, N.E., Washington, DC 20549. You may also request copies of these documents upon payment of a duplicating fee by writing to the SEC. For further information on the public reference facility, please call the SEC at 1-800-SEC-0330. Our SEC filings, including the Registration Statement, are also available to you on the SEC's website at http://www.sec.gov . As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5. Since many of the disclosure obligations required of us as a foreign private issuer are different than those required by other U.S. domestic reporting companies, our shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same amount and at the same time as information is received from, or provided by, other U.S. domestic reporting companies. We are liable for violations of the rules and regulations of the SEC which do apply to us as a foreign private issuer. 149 Table of Contents INDEX TO FINANCIAL STATEMENTS Page Financial Statements of voxeljet AG: Report of Independent Registered Public Accounting Firm F-2 Statement of Financial Position as of December 31, 2013 and 2012 F-3 Statement of Comprehensive Income (Loss) for the years 2013, 2012 and 2011 F-4 Statement of Changes in Equity for the years 2013, 2012 and 2011 F-5 Statement of Cash Flows for the years 2013, 2012 and 2011 F-6 Notes to the Financial Statements F-7 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Supervisory Board voxeljet AG: We have audited the accompanying statements of financial position of voxeljet AG (the "Company") as of December 31, 2013 and 2012, and the related statements of comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in all material respects, the financial position of voxeljet AG as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2013 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. [s] KPMG AG Wirtschaftsprüfungsgesellschaft Munich, Germany March 27, 2014 F-2 Table of Contents voxeljet AG STATEMENT OF FINANCIAL POSITION Thousands of Euros Current assets Cash and cash equivalents Financial assets Trade receivables Inventories Income tax receivables Other assets Notes 12/31/2013 39,977 33,459 744 1,003 3,641 129 1,001 12/31/2012 4,104 301 108 625 2,806 — 264 17,939 1,561 62 16,316 — 6,634 925 52 5,299 358 57,916 10,738 11 12 12/31/2013 7,090 622 1,502 14 1,922 3,030 12/31/2012 4,322 533 560 17 2,366 846 10 11 12 5,426 1,337 3,863 226 5,198 1,063 4,128 7 45,400 3,120 46,038 (3,758 ) 1,218 1,000 1,262 (1,044 ) 57,916 10,738 6 7 8 9 Non-current assets Financial assets Intangible assets Property, plant and equipment Deferred tax assets 6 10 10 18 Total assets Thousands of Euros Notes Deferred income Trade payables Income tax payable Financial liabilities Other liabilities and provisions 10 Non-current liabilities Deferred income Financial liabilities Other liabilities and provisions Equity Subscribed Capital Capital reserves Accumulated deficit 26 26 Total equity and liabilities F-3 Table of Contents voxeljet AG STATEMENT OF COMPREHENSIVE INCOME (LOSS) Thousands of Euros Revenues Cost of sales Gross profit Selling expenses Administrative expenses Research and development expenses Other operating expenses Other operating income Operating profit (loss) Notes 2013 14 15 16 16 2012 2011 11,688 (7,045 ) 4,643 8,711 (4,957 ) 3,754 7,257 (4,337 ) 2,920 (2,640 ) (1,676 ) (1,510 ) (758 ) (1,160 ) (670 ) (2,651 ) (583 ) 894 (2,013 ) (1,573 ) (62 ) 822 673 (1,313 ) (140 ) 831 468 Finance expense Finance income 17 (380 ) 37 (363 ) 18 (389 ) 5 Financial result 17 (343 ) (345 ) (384 ) (2,356 ) 328 84 (358 ) (2,714 ) (116 ) 212 (41 ) 43 Profit (loss) before income taxes Income taxes Profit (loss) 18 — Other comprehensive income Total comprehensive income (loss) 1 4 213 47 2,000,000 2,000,000 (1.21 ) 0.11 0.02 (1.21 ) 0.11 0.02 (2,714 ) Weighted average number of ordinary shares outstanding Earnings (loss) per ordinary share — basic (EUR) Earnings (loss) per ordinary share — diluted (EUR) 2,252,000 F-4 Table of Contents voxeljet AG STATEMENT OF CHANGES IN EQUITY Thousands of Euros Balance at January 1, 2011 Subscribed capital Capital reserves Accumulated deficit (1,299 ) 1,000 1,262 — — 43 — Accumulated other comprehensive loss Total equity (5 ) 958 Profit for the year Other comprehensive income Balance at December 31, 2011 — — 1,000 1,262 (1,256 ) (1 ) 1,005 Balance at January 1, 2012 1,000 1,262 (1,256 ) (1 ) 1,005 — — 212 — 212 — 1 1 43 4 4 Profit for the year Other comprehensive income Balance at December 31, 2012 — — 1,000 1,262 (1,044 ) — 1,218 Thousands of Euros Balance at January 1, 2013 1,000 1,262 (1,044 ) — 1,218 — — (2,714 ) Loss for the year Reorganization (refer to Note 26) Initial public offering (refer to Note 26) Balance at December 31, 2013 1,000 (950 ) 1,120 45,726 3,120 46,038 F-5 (2,714 ) — — 50 — — 46,846 — 45,400 (3,758 ) Table of Contents voxeljet AG STATEMENT OF CASH FLOWS Thousands of Euros Cash Flow from operating activities Profit (loss) for the period 2013 2012 2011 (2,714 ) 212 Depreciation Non cash sale to customer in exchange for customer loans Proceeds from customer loans Changes in deferred income taxes Deferred income 1,493 (1,386 ) 92 358 (686 ) 1,343 (250 ) 39 (45 ) (274 ) 1,246 — 7 (33 ) (539 ) Change in working capital Trade and other receivables and current assets Inventories Trade payables Other liabilities and provisions Income tax payable 1,203 (1,304 ) (836 ) 942 2,403 (2 ) (589 ) 131 (851 ) 42 128 (39 ) (622 ) (349 ) (864 ) 230 365 (4 ) Total (1,640 ) 436 102 Cash Flow from investing activities Payments to acquire property, plant and equipment and intangible assets Payments to acquire financial assets (11,176 ) (273 ) (702 ) (276 ) (222 ) (88 ) Total (11,449 ) (978 ) (310 ) Cash Flow from financing activities Proceeds (repayment) from bank overdrafts and lines of credit Proceeds from sale and leaseback Repayment of finance lease obligations Repayment of long-term debt Reorganization (refer to Note 26) Proceeds from issuance of shares (refer to Note 26) (707 ) 1,900 (1,503 ) (339 ) 50 46,846 1,250 776 (582 ) (1,099 ) — — 859 950 (567 ) (1,190 ) — — Total 46,247 345 52 Net increase (decrease) in cash and cash equivalents 33,158 (197 ) (156 ) 498 654 Cash and cash equivalents at beginning of period 301 43 Cash and cash equivalents at end of period Supplemental Cash Flow Information Interest paid net Income taxes paid net Non-cash items: Additions to property, plant and equipment through lease F-6 33,459 301 498 314 129 320 171 359 45 1,900 822 956 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS Basis of preparation 1. The reporting entity voxeljet AG (formerly Voxeljet Technology GmbH; in the following referred to as 'voxeljet' or the 'Company') is a high-tech company headquartered in Friedberg, Germany. As a manufacturer of three-dimensional ("3D") printing systems, voxeljet has specialized 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. Small-batch and prototype manufacturers utilize the Company's machines for the automatic, patternless manufacture of their casting moulds and 3D models. The Company's customer base includes automotive manufacturers and suppliers as well as companies from the arts and design industries. On October 23, 2013, the Company completed its initial public offering; American Depositary Shares representing ordinary shares of the Company are traded on the New York Stock Exchange (refer to Note 26). 2. Preparation of financial statements The financial statements of the Company were 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 financial statements were authorized for issue by the Management Board on March 27, 2014. The balance sheet was structured in accordance with IAS 1, separating current from non-current assets and liabilities. Assets and liabilities were classified as current if they are expected to be realized within twelve months of the balance sheet date. These financial statements were prepared on the basis of historical cost. The financial statements were prepared in Euros, the Company's functional currency. As used in these financial statements 'kEUR' means thousands of Euros. 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. The financial statements were prepared on the assumption that the Company will continue as a going concern. For clarity, various line items of the statement of financial position and statement of comprehensive income (loss) have been combined. These items are explained in the notes. F-7 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 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 financial years presented. Recognition of income and expenses Revenue 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. 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 Company 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 2013 or 2012. After the initial one year warranty period, the Company offers its customers optional maintenance contracts. Maintenance contracts are provided for a period of twelve months and automatically extended for another twelve months if not cancelled on time. Deferred maintenance service revenue is 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 machine sales and sales of printed products and consumables are included in revenue in the statements of comprehensive income (loss). Costs incurred by the Company associated with shipping and handling are included in selling expenses in the statements of comprehensive income (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. 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. F-8 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 3. Summary of significant accounting policies (Continued) In the course of the Company's ordinary business activities refurbished 3D printers, which were operating in the Service 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. On four occasions, the Company has provided loans to three customers to cover the purchase price of a 3D printer. The Company recognized revenue from the sale of these 3D printers upon acceptance by the customer. 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 in "Other operating income" if the 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 have been recorded as deferred income in the statement of financial position. The benefit of a government loan at a below-market rate of interest is treated as a government grant. The loan is recognized and measured in accordance with IAS 39. The benefit of the below-market rate of interest is measured as the difference between the initial carrying value of the loan determined in accordance with IAS 39 and the proceeds received. The value of the government grant is recorded as deferred income in the statement of financial position and recognized in the same period as the relevant research expenditures are incurred. Leases Finance leases consist primarily of borrowings associated with sale and leaseback transactions of 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 financing leases extend to 2019. 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. 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 spaces, vehicles, and office and IT equipment, expiring in various years through 2017. Rent expense under operating leases is charged to profit or loss on a straight-line basis over the term of the lease. F-9 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 3. Summary of significant accounting policies (Continued) In 2013, voxeljet leased four 3D printers (2012 and 2011: two 3D printers) to customers under operating leases. Rental income is recognized straight-line over the term of the lease as revenue. Long Term Cash Incentive Plan voxeljet has a Long-Term Cash Incentive Plan ("LTCIP") 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 awards are measured at fair value at each balance sheet date until settlement and are classified as "Other liabilities and provisions". Foreign currencies The financial statements were prepared in Euros, the Company's functional currency. Within the respective periods no changes in the functional currency occurred. Monetary transactions denominated in foreign currencies are translated to Euros at the exchange rates prevailing on the transaction date. Monetary assets and liabilities in foreign currency are translated at the closing rate at the date of the statement of financial position. All realized and unrealized exchange gains or losses are included in the statement of comprehensive income (loss). Foreign averages exchange rates to Euro Year ended December 31, Average Rate USD GBP 1.3303 0.8493 1.2909 0.8112 1.4002 0.8678 2013 2012 2011 Foreign year end exchange rates to Euro Year ended December 31, Year End Rate USD GBP 1.3779 0.8363 1.3186 0.8123 1.2973 0.8440 2013 2012 2011 Income Tax 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 statement of comprehensive income (loss) because it F-10 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 3. Summary of significant accounting policies (Continued) 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 base 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. 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. Deferred taxes are calculated with a combined tax rate of 28%, consisting of a corporate tax rate of 15.83% and a trade tax rate of 12.17%. Intangible Assets Intangible assets are entirely comprised of acquired intangible assets. These assets with finite useful lives — mainly software and licenses — are carried at cost less accumulated amortization. Amortization for intangible assets with finite useful lives is recognized on a straight-line basis over their useful lives. The estimated useful economic lives of acquired intangible assets are presented in the following table: USEFUL LIFE OF INTANGIBLE ASSETS Software Licenses 3 years 6 years F-11 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 3. Summary of significant accounting policies (Continued) 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 the 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 (for internally manufactured equipment) cost 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 in 'Other operating income' or 'Other operating expenses'. 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. 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 Other facilities, machinery and factory equipment Office equipment 6-9 years 33 years 7-8 years 2-10 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 Inventories are measured at the lower of acquisition cost, as determined on the first-in, first-out (FIFO) method, or 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 the estimated selling price in the ordinary course of business less applicable variable selling expenses. 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. In calculating the value in use by discounting the future expected cash flows F-12 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 3. Summary of significant accounting policies (Continued) 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. Financial instruments Non-derivative financial assets The Company initially recognizes financial assets on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument. The Company classifies non-derivative financial assets into the 'loans and receivables' category. Loans and receivables 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. Cash and cash equivalents Cash and cash equivalents include cash, deposits and other short-term, highly liquid financial assets that have an original maturity of not more than three months and are exposed only insignificantly to the risk of changes in their fair value. The Company maintains cash balances with financial institutions located in Germany. Restricted cash is restricted as to withdrawal or use and consists of cash deposits pledged as collateral for bank borrowings. Derivative financial instruments The Company entered into an interest rate swap agreement to hedge the interest rate risk associated with variable rate debt. This interest rate swap expired in 2012. The Company does not purchase, hold or sell derivative financial instruments for trading or speculative purposes. The interest rate swap was recognized at fair value in 'Financial liabilities' in the statement of financial position. The effective part of gains or losses from changes in the fair value of the interest rate swap was recognized in 'Other comprehensive income' in the statement of comprehensive income (loss). Other assets Other assets include mainly security deposits for leases, prepaid expenses and deferred charges as well as amounts relating to VAT. Other liabilities and provisions Other liabilities and provisions consist mainly of customer deposits in relation to machine sales and provisions for personnel such as bonuses, royalties and vacation pay. In addition, other liabilities and provisions include amounts accrued under the LTCIP (refer to Note 12). Deferred income Deferred income consists of deferred gains from 3D printers sold and leased back under finance leases, prepaid customer fees for maintenance contracts and deferred grant income related to the below-market loan. F-13 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 3. Summary of significant accounting policies (Continued) 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. Changes in reporting standards The IASB issued a number of new IFRS standards which were required to be adopted in annual periods beginning on January 1, 2013. Standard IFRS 1 IFRS 7 IFRS 10 IFRS 11 IFRS 12 IFRS 13 IAS 19 IAS 27 IAS 28 Various Standards IFRIC 20 Effective date 01/2013 01/2013 01/2013 01/2013 01/2013 01/2013 01/2013 01/2013 01/2013 01/2013 01/2013 Description Amendments to IFRS 1 — Government Loans Disclosures — Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) Consolidated Financial Statements Joint Arrangements Disclosure of Interest in Other Entities Fair Value Measurement Employee Benefits (2011) Separate Financial Statements (2011) Investments in Associates and Joint Ventures (2011) Annual Improvements to IFRS 2009-2011 Stripping Costs in the Production of a Surface Mine The Company has determined that the new standards, amendments or interpretations have no impact on the financial statements, as the concerned aspects are not relevant for the Company. Amendments IAS 32 Various Standards IAS 36 IAS 39 IFRIC 21 IAS 19 IFRS 14 01/2014 01/2014 01/2014 01/2014 01/2014 07/2014 01/2016 Offsetting Financial Assets and Financial Liabilities Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) Amendment Recoverable Amount Disclosures for Non-Financial Assets Amendment Novation of Derivatives and Continuation of Hedge Accounting Levies Amendment Defined Benefit Plans: Employee Contributions Regulatory Deferral Accounts The Company has determined that the new standards, amendments or interpretations have no impact on the financial statements, as the concerned aspects are not relevant for the Company. F-14 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 5. Critical accounting judgment and key sources of estimation and uncertainty 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. Unforeseeable 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 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 and the possibility of using tax loss carry-forwards. 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. 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. Useful lives The estimated useful lives and depreciation methods for and property, plant and equipment are based on experiential values. The estimation of the useful life of an asset is based on the experience of the Company with similar assets that are used in a similar way. Additional depreciation is recorded if the estimated useful lives and/or the residual values of property, plant and equipment are different from the previous estimation (refer to Note 10 'Intangible assets and property, plant and equipment'). Criteria for classifying leases as lessee 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 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 finance lease): 1. the lease transfers ownership of the asset to the lessee by the end of the lease term; 2. the lessee has a bargain purchase option and it is reasonably certain at the date of inception that the option will be exercised; F-15 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 5. Critical accounting judgment and key sources of estimation and uncertainty (Continued) 3. the lease term is for the major part of the economic life of the asset even if title is not transferred; 4. 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; 5. the leased assets are of such a specialized nature that only the lessee can use them without major modifications; 6. gains or losses from the fluctuation in the fair value of the residual accrue to the lessee; 7. the lessee has the ability to continue the lease for a secondary period at a rent that is substantially lower than market rent; and 8. 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 and customer loans 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 to 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 and slow-moving 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 based on its experience in manufacturing and selling products of 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 on the basis of experiential values and 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-16 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 5. Critical accounting judgment and key sources of estimation and uncertainty (Continued) In determining the fair value of the liability for the LTCIP, the Company estimates a probability of achievement of the target of 80% based on the recent development of the Company's share price and revenues and considering the current market conditions. Moreover, the Management Board expects a labor turnover rate of 5.8% based on historical data. Notes to the Statement of Financial Position 6. Financial assets Financial assets consist of loans and restricted cash. Loans in the amount of kEUR 1,386 and kEUR 250 were granted to customers in 2013 and 2012, respectively, as a means of financing their acquisition of 3D printers. Carrying amount Nominal amount Thousands of Euros 12/31/2013 12/31/2012 Loan 1 — 292 Loan 2 209 255 Loan 3 626 — Loan 4 708 — 1,543 547 Total Date of issue January 2011 Interest rate Due date 340 May 2012 September 2013 December 2013 250 678 708 — October 4.75 % 2017 September 4.00 % 2018 December 4.00 % 2018 4.80 % 1,976 In February 2013, the Company repurchased a 3D printer that it had sold subject to a loan in 2010 and waived the unamortized balance on this loan, which was kEUR 294, in a non-cash transaction. This printer was then sold and leased back in a transaction with a bank and concurrently subleased to a different customer pursuant to an operating lease. Sales of 3D printers in exchange for customer loans represent non-cash transactions for purposes of the cash flow statement. The following table details the composition of restricted cash at each reporting date: RESTRICTED CASH Thousands of Euros Cash deposit Safeguard retention LfA Total 12/31/2013 12/31/2012 617 145 762 340 145 485 The safeguard retention LfA amount relates to an amount withheld by LfA Foerderbank Bayern from proceeds provided under a subsidized loan. LfA Foerderbank Bayern is commissioned by the government to promote regional economic developments with instruments of a bank. F-17 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 7. 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 Thousands of Euros 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 12/31/2013 12/31/2012 652 295 315 18 6 2 10 1,003 321 8 1 — — 625 The change in the allowance for doubtful accounts is as follows: Change in the allowance for doubtful accounts Thousands of Euros Balance at beginning of period Charges Release to income Write offs Balance at end of period 12/31/2013 12/31/2012 — 17 — (1 ) 16 16 38 (16 ) — 38 8. Inventories Inventories consist of the following for the years reported: INVENTORIES BY CATEGORY Thousands of Euros Raw Materials Work in progress Finished goods Total 12/31/2013 12/31/2012 271 2,800 570 170 2,252 384 3,641 2,806 Impairment of inventories was recorded in 2012 amounting to kEUR 11; no impairments were recorded in 2013 and 2011, respectively. F-18 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 9. Other assets In 2013, the other assets were comprised mainly of prepaid insurance fees (kEUR 369), prepaid expenses (kEUR 178) and value-added tax to be claimed (kEUR 341). In 2012, the other assets primarily included insurance fees (kEUR 14), prepaid expenses (kEUR 50), value added tax to be claimed (kEUR 74) and deposits (kEUR 120). 10. Intangible assets and property, plant and equipment PROPERTY, PLANT AND EQUIPMENT Thousands of Euros Land, buildings and leasehold improvements Plant and machinery (includes assets under finance lease) Other facilities, factory and office equipment Assets under construction 12/31/2013 7,566 5,158 650 2,942 Total Thereof pledged assets of Property, Plant and Equipment: Thereof leased assets included in Property, Plant and Equipment: Printing machines Other factory equipment 12/31/2012 17 4,578 704 — 16,316 5,299 846 1,180 3,717 3,664 53 3,244 3,166 78 The assets were pledged as a security for certain bank borrowings, credit lines and other transactions and facilities. The following table presents the composition of, and annual movement in, intangible assets and property, plant and equipment for the financial years 2013 and 2012, respectively: 2013 Depreciation and amortization Acquisition and manufacturing cost Current year Thousands of Euros 01/01/2013 Additions Disposals Transfer 12/31/2013 01/01/2013 Disposals Transfer 12/31 Intangible . assets Software Licenses 135 36 20 0 0 0 0 0 155 36 83 36 10 0 0 0 0 0 Total 171 20 0 0 191 119 10 0 0 27 7,553 0 0 7,580 10 4 0 0 Property, plant and equipment Land, building and leasehold improvements Plant and machinery Other facilities, factory and office equipment Assets under construction and prepayments made Subtotal Leased products Total 3,474 516 460 1,922 5,452 2,140 292 82 1,661 1,530 145 2 0 1,673 826 197 0 0 0 5,031 6,030 2,942 11,156 1,900 0 462 441 2,942 17,647 5,567 0 2,976 2,786 0 493 990 0 82 265 11,061 13,056 903 23,214 5,762 1,483 347 F-19 0 1,922 (1,922 ) 0 0 1,661 (1,661 ) 0 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 10. Intangible assets and property, plant and equipment (Continued) 2012 Depreciation and amortization Acquisition and manufacturing cost Current year Thousands of Euros 01/01/2012 Additions Disposals 12/31/2012 01/01/2012 Disposals 12/31/2012 Intangible assets Software Licenses 110 36 25 0 0 0 135 36 76 36 7 0 0 0 83 36 Total 146 25 0 171 112 7 0 119 27 0 0 27 7 3 0 10 3,227 531 284 3,474 1,988 306 154 2,140 1,385 4,639 5,412 146 677 822 1 285 204 1,530 5,031 6,030 633 2,628 2,076 193 502 834 0 154 124 826 2,976 2,786 10,051 1,499 489 11,061 4,704 1,336 278 5,762 Property, plant and equipment Leasehold improvement Plant and machinery Other facilities, factory and office equipment Subtotal Leased products Total In December 2013, voxeljet purchased land, two production halls, and one building under construction for a total purchase price of kEUR 9,965. One of the production halls was previously leased by voxeljet from the seller; the lease was terminated as of December 31, 2013. The seller is committed to completing construction of the administrative building by March 2014. The Company is committed to purchase additional land for kEUR 618. No impairments of non-financial assets were recorded within the respective years. 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 to sell them to customers as used printers. As of December 31, 2013, the Company has 10 active leasing contracts compared to eight in 2012. One contract was terminated and one contract expired during 2013. In 2013 and 2012, the Company entered into sale and leaseback transactions for four and two self-produced 3D printers with sales proceeds of kEUR 1,900 and kEUR 776, respectively. In connection with these transactions the Company sold 3D printers with manufacturing costs of kEUR 851 and kEUR 266 in 2013 and 2012, respectively. The gain from the sale of kEUR 1,049 and kEUR 510 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. In connection with the sale of refurbished 3D printers to customers, the Company early terminated one finance lease each in 2013 and 2012 and repurchased the 3D printer from the lessor. One other refurbished printer that had been carried as property, plant and equipment was sold to a customer in 2012. F-20 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 10. Intangible assets and property, plant and equipment (Continued) In addition to the sale and leaseback transactions of self-produced equipment in 2013 and 2012, the Company entered into finance lease agreements for property, plant, and equipment with costs of kEUR 0 and kEUR 46, respectively. 11. Financial liabilities Financial liabilities consist of the following: bank overdrafts and lines of credit, long-term debt, finance lease obligations and derivatives. Bank overdrafts and lines of credit The Company has lines of credit with several banks to fund working capital requirements. The following table provides relevant details: Bank overdrafts and lines of credit 12/31/2013 Interest rate Thousands of Euros 1 2 3 4 5 6 7 8 12/31/2012 Nominal Value 4.75 % 3.64 % 6.50 % 5.75 % 4.75 % 6.50 % 3.15 % 6.75 % 500 750 250 50 250 150 550 150 Termination 12/31/2014 12/31/2015 — — 12/30/2017 — 03/28/2014 11/30/2014 2,650 Total Carrying amount — — — — 205 25 528 — 758 500 503 78 — 250 134 — — 1,465 The nominal value of one line of credit was extended by kEUR 250 amounting to kEUR 750 as of December 31, 2013, compared to year end 2012. Long-term debt In September 2009, voxeljet entered into a fixed rate loan agreement with LfA Foerderbank Bayern to receive funding for research into high-speed 3D printing technology. This loan was granted at favorable terms, including an interest-free period through June 2011 and a stated interest rate of 2.8% for the remaining term, which was deemed to be below market at the inception of the loan (based on the Company's credit spread of 3.05% and the 3-month EURIBOR rate). The loan has a term of nine years. Payments of kEUR 90 are due semi-annually on June 30 and December 30, starting on December 30, 2011. Proceeds from the loan were kEUR 1,450. As security, 10% of loan proceeds were withheld by the bank and deposited in a safeguard retention LfA deposit account, which is included in restricted cash. The value of the favorable terms represents a government grant, which was recognized as 'Deferred income' and a grant asset of kEUR 179 at inception. As the loan compensated voxeljet for research F-21 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 11. Financial liabilities (Continued) expenditure during the period proceeds were received, the grant income was recognized as 'Other operating income' in the same period as the relevant expenses were incurred through December 2011. Upon receipt of the loan proceeds, the grant asset was offset against the related loan liability. The loan liability is accreted over the term of the loan using the effective interest method. At December 31, 2013 and 2012, the LfA loan had a balance of kEUR 914 and kEUR 1,066, respectively. In July 2010, the Company entered into a kEUR 650 loan agreement due June 30, 2016. Interest is payable at a fixed rate of 6.0%. Payments of kEUR 11 are due monthly. At December 31, 2013 and 2012, the loan had a balance of kEUR 299 and kEUR 407, respectively. In December 2010, the Company entered into a kEUR 550 loan agreement due September 30, 2017. Interest is payable at a fixed rate of 5.38%. Payments of kEUR 20 are due quarterly. At December 31, 2013 and 2012, the loan had a balance of kEUR 295 and kEUR 373, respectively. Finance lease obligations voxeljet finances part of its production machinery and associated equipment by means of sale and leaseback transactions, expiring in various years through 2019. Please refer to Note 23 'Leases' below for detailed information. The following table shows the maturity profile of voxeljet's financial liabilities based on contractual undiscounted payments: MATURITIES OF FINANCIAL LIABILITIES 12/31/2013 Carrying amount Remaining term Gross cash outflow Thousands of Euros Bank overdrafts and lines of credit Long-term debt Finance lease of obligations Total financial liabilities Current Non-current Total <1 year 1-5 years >5 years 583 374 175 1,133 758 1,507 758 1,730 583 430 175 1,208 — 92 965 2,555 3,520 3,801 1,110 2,627 64 1,922 3,863 5,785 6,289 2,123 4,010 156 12/31/2012 Carrying amount Remaining term Gross cash outflow Thousands of Euros Bank overdrafts and lines of Current 740 Non-current 725 Total 1,465 <1 year 1,465 740 1-5 years 725 >5 years — credit Long-term debt Finance lease of obligations 389 1,457 1,846 2,168 439 1,638 91 1,237 1,946 3,183 3,926 1,464 2,462 — Total financial liabilities 2,366 4,128 6,494 7,559 2,643 4,825 91 F-22 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 12. Other liabilities and provisions Other liabilities and provisions include accruals for tax, warranties and personnel expenses. Accruals for tax comprise VAT payables and other taxes. Accruals for personnel expense relate to social security, performance-related bonuses, LTCIP, outstanding vacation entitlements, and compensation to employees for inventions. 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 the initial public offering of shares. 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 the first performance period ended December 31, 2013, 40% of the awards vesting in the second performance period ending December 31, 2015, and the remaining 40% vesting in the third performance period ending December 31, 2017. Vesting of the awards during the first performance period was subject to a revenue growth target and the successful completion of the initial public offering. Both conditions were met as of December 31, 2013. Vesting of the awards during the second and third performance periods is subject to performance and market conditions, including revenue growth and increase in share price of the ADSs compared to the initial public offering price per ADS. The awards are nontransferable during the vesting periods. The liability for fully vested LTCIP awards as of December 31, 2013 was kEUR 734; the total provision for LTCIP awards was kEUR 887. Payment of the fully vested awards will occur in April 2014. The included customer deposits within other liabilities amount to kEUR 901 and kEUR 482 in 2013 and 2012, respectively. Within the other liabilities and provisions at December 31, 2013 are also included real estate transfer taxes (kEUR 349; in 2012: kEUR 0), employee bonuses (kEUR 357; in 2012: kEUR 149), accruals for management compensation (kEUR 250; in 2012: kEUR 55), accruals for vacation and overtime (kEUR 113; in 2012: kEUR 61) and accruals for licenses (kEUR 103; in 2012: kEUR 53). Thousands of Euro Personnel expenses Warranties Total January 1, 2013 Usage Reversal Addition December 31, 2013 7 18 0 18 0 0 228 25 235 25 25 18 0 253 260 In 2013, 2012 and 2011, product warranty expense amounted to kEUR 25, kEUR 17 and kEUR 11, respectively, and was included in other operating expenses. F-23 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 13. Financial instruments Fair value is the price that would be received to sell 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 The following tables list the carrying values and fair values of all non-derivative financial instruments held by voxeljet. The carrying amounts of current assets and liabilities approximate fair value due to their short maturities. FINANCIAL LIABILITIES Thousands of Euros Bank overdrafts and lines of credit Long-term debt Finance lease of obligations Total financial liabilities 12/31/2013 Carrying amount Fair value 12/31/2012 Carrying amount Fair value 758 1,507 3,520 758 1,573 3,549 1,465 1,846 3,183 1,465 1,988 3,186 5,785 5,880 6,494 6,639 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 approximate fair value. F-24 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 13. Financial instruments (Continued) The fair values and carrying amounts of financial assets categorized as loans and receivables are as follows: FINANCIAL ASSETS Thousands of Euros Bank overdrafts and lines of credit Long-term debt Finance lease of obligations Total financial liabilities 12/31/2013 Carrying amount Fair value 12/31/2012 Carrying amount Fair value 33,459 1,003 2,305 33,459 1,003 2,287 301 625 1,033 301 625 1,049 36,767 36,749 1,959 1,975 The fair value of customer loans included in financial assets 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. 14. Revenues In the respective years, voxeljet's revenues were generated in the following geographical regions: REVENUES BY GEOGRAPHICAL REGION Thousands of Euros EMEA Asia Pacific Americas Total 2013 11,286 142 260 2012 7,404 958 349 2011 7,112 73 72 11,688 8,711 7,257 In 2013, 2012 and 2011, the Company earned kEUR 4,486, kEUR 4,094 and kEUR 4,790, respectively, in Germany. During 2013 and 2011, the Company conducted a significant portion of its business with a limited number of customers. The Company had one customer, Propshop Ltd., Iver Heath, United Kingdom, with 13% of total revenues in 2013, and Daimler AG, Stuttgart, Germany, with 11% of total revenue in 2011. No other customer represented 10% or more of total revenue. In September 2013, the Company recognized revenue of kEUR 868 on the sale of two new 3D printers to a customer in exchange for consideration consisting of kEUR 630 cash and kEUR 238 in research services to be received. The revenue recognized represents the fair value of the 3D printers sold determined by reference to the average discount off list price for such printers. F-25 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 15. Cost of sales Cost of sales includes cost of material, purchased services, cost for finished goods and allocated costs directly related to production. COST OF SALES Thousands of Euros Personnel expenses Material costs Depreciation Rental expense Total 2013 (3,133 ) (2,176 ) (1,145 ) (591 ) 2012 (2,215 ) (1,299 ) (956 ) (487 ) 2011 (1,676 ) (1,228 ) (901 ) (532 ) (7,045 ) (4,957 ) (4,337 ) 16. Other operating income and expense Other operating income includes primarily government grants received for ongoing research and development projects and the recognition of the gain on sale and leaseback transactions upon release from deferred income. The details of other operating income are presented in the table below: OTHER OPERATING INCOME Thousands of Euros Government grant income Amortization of gain on sale and leaseback transactions Other Total 2013 260 546 88 2012 436 362 24 2011 308 523 — 894 822 831 For the respective periods, other operating expenses relate mainly to additions to the allowances for receivables or write-off of receivables and to a negative effect on derecognition of financial liabilities. OTHER OPERATING EXPENSES In 2013, other operating expense amounts to kEUR 583 compared to kEUR 62 in 2012 and kEUR 140 in 2011. In 2013, other operating expenses include kEUR 557 of expenses related to the initial public offering. 17. Financial result For the periods 2013, 2012 and 2011, the financial result is mainly driven by interest expense on finance leases, bank overdrafts and drawings under credit lines and long-term debt. Interest expense on finance lease obligations were kEUR 198, kEUR 224 and kEUR 237 in the financial years 2013, 2012 and 2011, respectively. The financial result for 2013 also mainly includes interest expenses related to F-26 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 17. Financial result (Continued) credit lines and long-term debts (kEUR 153) partially offset by interest income from bank balances (kEUR 37). 18. Income taxes Income taxes consist of the following: Income tax (expense) benefit Thousands of Euros Current tax expense Deferred tax (expense) benefit 2013 Total — (358 ) 2012 (137 ) 21 2011 (91 ) 50 (358 ) (116 ) (41 ) The deferred tax expense results from changes in deferred tax assets and Liabilities on temporary differences. 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 Thousands of Euros Trade receivables Other receivables and current assets Property, plant & equipment Current deferred income Other current financial liabilities Other current liabilities and provisions Non-current deferred income Non-current financial liabilities Accumulated other comprehensive loss Valuation allowance 12/31/2013 Deferred tax Deferred tax assets liabilities 18 (6 ) 12/31/2012 Deferred tax Deferred tax assets liabilities 5 (4 ) 52 (14 ) — — — (1,052 ) — (914 ) 167 — 125 — 270 — 346 — — (35 ) — (28 ) 375 (8 ) 293 — 715 (23 ) 569 (34 ) — (459 ) — — — — — — Tax assets (liabilities) Set off of tax Net tax assets 1,138 (1,138 ) — (1,138 ) 1,138 — 1,338 (980 ) (980 ) 980 358 — At December 31, 2013 voxeljet had gross loss carry-forwards for corporation tax and trade tax losses of kEUR 4,187 and kEUR 4,064, respectively, for which no deferred taxes have been recognized. These tax losses can be carried forward without restriction for future offset against taxable profits. F-27 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 18. Income taxes (Continued) In addition, a valuation allowance of kEUR 459 on net deferred tax assets related to sale and leaseback transactions was recorded in 2013. Reconciliation of profit before income taxes to income tax The reconciliation between profit before income taxes and income tax (expenses) benefit is as follows: RECONCILIATION OF INCOME TAXES Thousands of Euros Profit (Loss) before tax Tax expense at prevailing statutory rate (28%) Non-deductible expenses Unrecognized temporary differences Income tax expense 2013 (2,356 ) 660 (23 ) (995 ) 2012 328 (92 ) (15 ) (9 ) (358 ) (116 ) 2011 84 (24 ) (14 ) (3 ) (41 ) 19. Personnel expenses Personnel expenses included in cost of sales, research and development, selling and administrative expenses comprise: PERSONNEL EXPENSES Thousands of Euros Wages and salaries LTCIP Social security contributions Total 2013 3,850 729 930 2012 2,797 — 591 2011 2,439 — 512 5,509 3,388 2,951 20. 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 of 3D printers, and 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 decision maker. As a performance indicator, the chief operating decision maker controls the performance by the Company's revenues and gross profit. F-28 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 20. Segment reporting (Continued) The following table summarizes segment reporting for each of the reporting periods ended December 31. As management's controlling instrument is 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 in each of the years. SEGMENT REPORTING Thousands of Euros Revenues Gross profit 12/31/2013 SYSTE SERVICE MS S 6,343 5,345 2,505 2,138 12/31/2012 SYSTE SERVICE MS S 3,464 5,247 1,399 2,355 40.4 % 854 44.9 % 4,445 12/31/2011 SYSTE SERVICE MS S 2,206 5,051 569 2,351 Gross profit in % PPE 39.5 % 4,913 40.0 % 11,403 25.8 % 592 46.5 % 4,755 Trade receivables 558 445 189 436 167 683 Trade payables 632 870 318 242 268 249 Depreciation and amortization (excl. Intangible assets) 174 1,309 229 1,107 171 1,059 Systems revenues include revenues from the sales of used 3D printers of kEUR 300, kEUR 500 and kEUR 519 for the years ended December 31, 2013, 2012 and 2011, respectively. Throughout 2013, 2012 and 2011, all non-current assets were located at Germany. 21. Financial risk management The Company's Management Board is responsible for implementing the finance policy and for ongoing risk management. Transactions related to activities in the area of financial instruments require the prior approval of the Chief Financial Officer. Derivative financial instruments have not been used for speculative purposes and have served solely to hedge risks connected with business operations. Foreign exchange risk For the year ended December 31, 2013, voxeljet generated 56.4% 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 has USD 7.6 million in foreign currency accounts that are subject to foreign exchange risk. 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, with the exception of one variable loan which is converted to a fixed-rate position through the use of an interest rate swap, which expired in 2012. As such, changes in market interest rates have no effect on the accounts. F-29 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 21. Financial risk management (Continued) 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 with banks and financial institutions. 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, 2013, there are three customer loans amounting to kEUR 1,543. To mitigate the credit risk associated with these loans, the Company considers several aspects. Before a customer receives a loan, the Company obtains relevant information about the customer. Such information includes the business model as well as the commercial context of the customer. In addition to that, the Company considers financial disclosure about the customer. After the grant of the loan, the Company monitors the timely payment by the customer. Liquidity risk Liquidity risk is the risk that voxeljet might not have sufficient cash to meet its payment obligations. This risk is countered by systematic, day-by-day liquidity management whose absolute fundamental requirement is that solvency must be guaranteed at all times. A major responsibility of key 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. However, after the successful initial public offering in October 2013, the Company's short- and mid-term liquidity needs are currently covered. Due to the proceeds from the initial public offering, the Company considers the mid-term liquidity risk as minor. 22. Capital management Equity is monitored by the Company's equity ratio. The equity used as a basis for determining the equity ratio corresponds to the equity disclosed in the Statement of Financial Position. Key elements of the internal control system are the planning and ongoing monitoring of profitability, as measured by management. The relevant performance indicators are submitted to the Management Board for consideration as part of regular reporting. 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 product for customers. As a result of the increased liquidity, a part of the lease contracts will be terminated. In addition, the Company plans to reduce other financial debt. F-30 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 22. Capital management (Continued) voxeljet's capital structure as of the end of the reporting periods 2013 and 2012 was as follows: CAPITAL STRUCTURE Equity Share of total equity and liabilities Current financial liabilities Non-current financial liabilities 12/31/2013 45,400 78.4 % 1,922 3,863 12/31/2012 1,218 11.3 % 2,366 4,128 Total financial liabilities Share of total equity and liabilities 5,786 10.0 % 6,494 60.5 % Total equity and liabilities 57,916 10,738 23. Leases Finance leases Future minimum lease payments under financing lease arrangements at the end of the considered reporting periods are approximately as follows: PRESENT VALUE OF MINIMUM LEASE PAYMENTS 2013 Thousands of Euros due within 1 year due between 1 and 5 years due in more than 5 years Total Minimum future lease payments obligation Present value of minimum future lease payments obligation Unamortized interest expense 1,110 (144 ) 966 2,627 (136 ) 2,491 64 (1 ) 63 3,801 (281 ) 3,520 2012 Thousands of Euros due within 1 year due between 1 and 5 years due in more than 5 years Total Minimum future lease payments obligation Present value of minimum future lease payments obligation Unamortized interest expense 1,464 (227 ) 1,237 2,462 (516 ) 1,946 — — 3,926 (743 ) F-31 — 3,183 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 23. Leases (Continued) Operating Leases Lessee The estimated payment schedule regarding operating leases is as follows: OPERATING LEASE OBLIGATIONS Thousands of Euros Less than 1 year 1 to 5 years Over five years 12/31/2013 Total 12/31/2012 137 84 — 356 1,234 — 221 1,590 Operating lease expenses were kEUR 377, kEUR 371 and kEUR 375 in the financial years 2013, 2012 and 2011, respectively. Lessor voxeljet has leased three of its self-produced 3D printers to customers. Under the lease contracts, voxeljet bears all the substantial risks and rewards of the underlying assets. Operating lease payments receivable for subleases Thousands of Euros Less than 1 year 1 to 5 years Over five years Total 12/31/2013 12/31/2012 126 126 — 96 96 — 252 192 The operating lease income was kEUR 126, kEUR 96 and kEUR 96 in the financial years 2013, 2012 and 2011, respectively. 24. 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 third-party 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. 25. Related party transactions Related party transactions at voxeljet mainly comprise transactions with individuals on the Management Board and Supervisory Board. F-32 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 25. Related party transactions (Continued) Transactions with key management Key management is defined as those people 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 BOARD COMPENSATION Thousands of Euros Fixed compensation Variable compensation 12/31/2013 Total 12/31/2012 12/31/2011 352 250 168 55 135 83 602 223 218 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, 2013 and 2012, amounts of kEUR 250 and kEUR 55 were accrued for Management Board compensation. voxeljet's Chief Executive Officer has 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, have each agreed to reimburse the Chief Executive Officer EUR 18,750 in case voxeljet defaults on the loan and the Chief Executive Officer is required to pay any sums under his personal guarantee. The Company pays an interest rate of 6.00% per annum on the guaranteed amount to each guarantor. The guarantee and the agreement with the shareholders both 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, Germany Prof. Dr. Joachim Heinzl, Munich, Germany AleSta Beteiligungs GmbH, Augsburg, Germany Schlosserei und Metallbau Ederer, Dießen, Germany Nature of relationship Duration of relationship Owner 10/01/2003-Current Owner 05/01/1999-Current Owner 06/01/2009-Current Supplier 05/01/1999-Current F-33 Table of Contents voxeljet AG NOTES TO THE FINANCIAL STATEMENTS (Continued) 25. Related party transactions (Continued) 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, kEUR 151 (kEUR 117 fixed; kEUR 34 variable) for 2012, and kEUR 101 (kEUR 101 fixed, KEUR 0 variable) for 2011. Other transactions with Franz Industriebeteiligungen AG comprise the rental of office space in Augsburg, Germany. Rental expenses amounted to kEUR 2 in each of 2013, 2012 and 2011. 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 2013, 2012 and 2011. Further, voxeljet acquired goods amounting to kEUR 20, kEUR 14, and kEUR 13 in 2013, 2012 and 2011 from 'Schlosserei und Metallbau Ederer', which is owned by the brother of Dr. Ingo Ederer, the Chief Executive Officer of voxeljet. 26. Equity transactions On July 2, 2013, the shareholders of Voxeljet Technology GmbH formed a new entity named VXLT 2013 AG with a nominal share capital of kEUR 50. Upon formation, the new entity's equity consisted of 50,000 ordinary shares with no par value and a stated value of one Euro (EUR 1) and each shareholder owned the same proportionate interest as in Voxeljet Technology GmbH. Effective September 12, 2013, Voxeljet Technology GmbH was merged into VXLT 2013 AG upon registration of the merger in the commercial register of the surviving entity, VXLT 2013 AG. Concurrent with the effectiveness of the merger, VXLT 2013 AG changed its name to voxeljet AG. In connection with the merger, 1,950,000 ordinary shares of voxeljet AG were issued in exchange for the contribution of Voxeljet Technology GmbH. Combined with the previously issued 50,000 ordinary shares, the post-merger share capital of voxeljet AG consisted of 2,000,000 ordinary shares. The merger is considered a transaction under common control and reflected in the financial statements of voxeljet AG using the carrying amounts of the assets and liabilities of Voxeljet Technology GmbH, the predecessor to voxeljet AG. The calculation of earnings (loss) per share is adjusted retrospectively for all periods to reflect the number of voxeljet AG shares issued and outstanding after the merger. On October 23, 2013, the Company's registration statement on Form F-1 (File No. 333-191526) of 7,475,000 American Depositary Shares ("ADSs") at a public offering price of USD 13.00 per ADS became effective. 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 shareholders (the "Selling Shareholders"). As a result of the offering, the Company received net proceeds of approximately USD 64.5 million, or approximately EUR 46.8 million, after deducting underwriting discounts and commissions and EUR 2.2 million in offering costs. At December 31, 2013, 3,120,000 ordinary shares were issued and outstanding. F-34 Table of Contents Table of Contents 4,000,000 American Depositary Shares Representing 800,000 Ordinary Shares voxeljet AG PROSPECTUS Piper Jaffray Citigroup Cowen and Company Stephens Inc. , 2014 Table of Contents PART II INFORMATION NOT REQUIRED IN PROSPECTUS. Item 6. Indemnification of Directors and Officers Under German law, we may not, as a general matter, indemnify members of our management board and supervisory board. Certain limited exceptions may apply if the indemnification is in the legitimate interest of our company. We will indemnify our management board and supervisory board members, to the extent permissible under German law, from and against any liabilities arising out of or in connection with their services. We have provided directors' and officers' liability insurance for the members of our management and supervisory boards against civil liabilities, which they may incur in connection with their activities on behalf of our company. We intend to expand their insurance coverage against such liabilities, including by providing for coverage against liabilities under the Securities Act. In the underwriting agreement, the form of which is filed as Exhibit 1.1 to this Registration Statement, the underwriters will agree to indemnify, under certain conditions, us, the members of our management board and persons who control our company within the meaning of the Securities Act, against certain liabilities, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to us in writing expressly for use in this Registration Statement and certain other disclosure documents. Item 7. Recent Sales of Unregistered Securities No unregistered securities were sold by us within the past three years. Item 8. Exhibits and Financial Statement Schedule Exhibit Number Description of Exhibit 1.1 * Form of Underwriting Agreement. 3.1 Articles of Association of voxeljet AG (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form F-1 (No. 333-191213), filed with the Securities and Exchange Commission (the "Commission") on October 7, 2013). 3.2 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). 3.3 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). 4.1 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). 4.2 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). 4.3 Form of American Depositary Receipt (included in Exhibit 4.2). 5.1 * Opinion of Dechert LLP. 8.1 * Opinion of Dechert LLP as to U.S. tax matters. 8.2 * Opinion of Dechert LLP as to German tax matters. II-1 Table of Contents Exhibit Number Description of Exhibit 10.1 † 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). 10.2 † 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). 10.3 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). 10.4 † 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). 10.5 † 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). 21.1 ** Subsidiaries of voxeljet AG. 23.1 * Consent of Dechert LLP (included in Exhibits 5.1, 8.1 and 8.2). 23.2 * Consent of KPMG AG Wirtschaftsprüfungsgesellschaft. 24.1 ** Powers of Attorney (included on the signature page). * Filed herewith. ** Previously filed. † 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. Item 9. Undertakings (a) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-2 Table of Contents (b) The undersigned Registrant hereby undertakes that: (i) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (ii) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Friedberg, Germany on the 7th day of April, 2014. VOXELJET AG By: /s/ DR. INGO EDERER Name: Title: Dr. Ingo Ederer Chief Executive Officer Pursuant to the requirements of the United States Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature /s/ DR. INGO EDERER Dr. Ingo Ederer /s/ RUDOLF FRANZ Rudolf Franz /s/ PROF. DR. JOACHIM HEINZL Date Chief Executive Officer and Member of the Management Board (Principal Executive Officer) April 7, 2014 Chief Financial Officer and Member of the Management Board (Principal Financial Officer and Principal Accounting Officer) April 7, 2014 Member of Supervisory Board April 7, 2014 Member of Supervisory Board April 7, 2014 Member of Supervisory Board April 7, 2014 Prof. Dr. Joachim Heinzl /s/ PETER NIETZER Peter Nietzer /s/ DR. STEFAN SÖHN Dr. Stefan Söhn II-4 Table of Contents SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES Pursuant to the requirements of the United States Securities Act of 1933, as amended, the undersigned, the registrant's duly authorized representative in the United States has signed this Registration Statement in New York, New York on the 7th day of April, 2014. LAW DEBENTURE CORPORATE SERVICES INC. /s/ AMY SEGLER Name: Title: II-5 Amy Segler Service of Process Officer Table of Contents EXHIBIT INDEX Exhibit Number Description of Exhibit 1.1 * Form of Underwriting Agreement. 3.1 Articles of Association of voxeljet AG (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form F-1 (No. 333-191213), filed with the Securities and Exchange Commission (the "Commission") on October 7, 2013). 3.2 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). 3.3 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). 4.1 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). 4.2 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). 4.3 Form of American Depositary Receipt (included in Exhibit 4.2). 5.1 * Opinion of Dechert LLP. 8.1 * Opinion of Dechert LLP as to U.S. tax matters. 8.2 * Opinion of Dechert LLP as to German tax matters. 10.1 † 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). 10.2 † 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). 10.3 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). 10.4 † 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). 10.5 † 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). II-6 Table of Contents Exhibit Number Description of Exhibit 21.1 ** Subsidiaries of voxeljet AG. 23.1 * Consent of Dechert LLP (included in Exhibits 5.1, 8.1 and 8.2). 23.2 * Consent of KPMG AG Wirtschaftsprüfungsgesellschaft. 24.1 ** Powers of Attorney (included on the signature page). * Filed herewith. ** Previously filed. † 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. II-7 Exhibit 1.1 voxeljet AG Registered Ordinary Shares in the form of American Depositary Shares (each representing one-fifth of an Ordinary Share, €1.00 nominal value per Ordinary Share) UNDERWRITING AGREEMENT April [ ], 2014 PIPER JAFFRAY & CO. CITIGROUP GLOBAL MARKETS LIMITED As Representatives of the several Underwriters listed in Schedule I hereto c/o Piper Jaffray & Co. 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: voxeljet AG, a stock corporation incorporated in the Federal Republic of Germany (“ Germany ”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Augsburg (the “ Commercial Register ”) under the number HRB 27999 (the “ Company ”), and the shareholders of the Company named in Schedule II hereto (the “ Selling Shareholders ”) propose to sell to the several underwriters (the “ Underwriters ”) named in Schedule I hereto for whom you are acting as representatives (the “ Representatives ”) the aggregate number of ordinary shares registered with the Commercial Register, €1.00 nominal value per ordinary share, of the Company (the “ Ordinary Shares ”) set forth in the Pricing Agreement (as defined below), of which the number of Ordinary Shares set forth in the Pricing Agreement will be sold by the Company as a result of the issuance of New Shares in the Capital Increase (each as defined below) and the number of Ordinary Shares set forth in the Pricing Agreement will be sold by the Selling Shareholders (the “ Existing Shares ” and together with the New Shares, the “ Firm Shares ”) to the several Underwriters. As of the date of execution hereof, the share capital of the Company, as registered in the Commercial Register, amounts to €[3,120,000]. Pursuant to Section 4 of the Company’s articles of association (the “ Articles of Association ”), as registered in the Commercial Register, the share capital of the Company consists of ordinary shares with no par value ( auf den Namen lautende Stammaktien ohne Nennbetrag (Stückaktien )). On March 28, 2014, the Company’s management board resolved with the approval of the Company’s supervisory board, based upon the authority of the management board in the Articles of Association to increase the share capital up to a certain amount without a shareholder’s resolution being required, that the existing share capital of the Company will be increased up to €4,680,000 (corresponding to 4,680,000 Ordinary Shares), by issuing up to 1,560,000 new Ordinary Shares of the Company with full dividend entitlement from and including the Company’s fiscal year beginning January 1, 2014, whereby such capital increase was executed ( durchgeführt ) in the amount of €[ ] (corresponding to [ ] Ordinary Shares) (the “ Capital Increase ”) by issuing [ ] of Ordinary Shares (the “ New Shares ”). A global share certificate no. 2 ( Globalurkunde No. 2 ) in the form attached as Exhibit D (the “ Global Share Certificate No. 2 ”) representing the New Shares will be deposited (with the approval of the Representatives and the Selling Shareholders) by the Company with Citigroup Global Markets Deutschland AG, as custodian (the “ Custodian ”). The Firm Shares to be sold will be delivered in the form of American Depositary Shares (the “ Firm ADSs ”) by the Underwriters on the Closing Date (as defined below) to investors as part of the offering, following the issuance of the Firm ADSs by Citibank, N.A., as depositary (the “ Depositary ”), prior to the Closing Date. The Firm Shares and the Firm ADSs are hereafter collectively referred to as the “ Firm Securities .” In addition, the Selling Shareholders propose to sell at the Underwriters’ option an aggregate of up to the number of additional Ordinary Shares (the “ Option Shares ”) set forth in the Pricing Agreement. To the extent that Option Shares are sold to the several Underwriters pursuant to such option, such Option Shares will be deposited by the Selling Shareholders as part of the Global Share Certificate No. 2 with the Custodian and will be delivered in the form of American Depositary Shares (the “ Option ADSs ”) by the Underwriters on the Additional Closing Date to the investors as part of the offering following the issuance of the Option ADSs by the Depositary. The Option Shares and the Option ADSs are hereinafter collectively referred to as the “ Option Securities .” The Firm ADSs and the Option ADSs are hereinafter collectively referred to as the “ ADSs .” The Firm Shares and the Option Shares are hereinafter collectively referred to as the “ Shares .” The Firm Securities and the Option Securities (to the extent that the aforementioned option is exercised) are hereinafter collectively referred to as the “ Securities .” Each ADS will represent one-fifth of an Ordinary Share and may be evidenced by American Depositary Receipts (“ ADRs ”) to be issued pursuant to a deposit agreement (the “ Deposit Agreement ”), dated as of October 23, 2013, by and among the Company, the Depositary, and all holders and beneficial owners of ADSs issued thereunder. Each reference herein to an ADR shall include the corresponding ADS, and vice versa. Shortly following the transfer of the Shares to the Depositary, the Company, the Selling Shareholders and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “ Pricing Agreement ”), which shall set forth, among other things, the Purchase Price (as defined below). The sale of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The respective amounts of the Firm Shares to be purchased by the several Underwriters are set forth opposite their names in Schedule I to the Pricing Agreement, and the respective amounts of Existing Shares to be sold by the Selling Shareholders are set forth opposite their names in Schedule II to the Pricing Agreement. The Company and the Selling Shareholders hereby confirm their agreement with respect to the sale of the Securities to the several Underwriters, for whom Piper Jaffray & Co. and Citigroup Global Markets Limited are acting as the Representatives, as follows: 1. Registration Statement . The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Securities Act ”), a registration statement on Form F-1 (File No. 333-194843), including the related preliminary prospectus or prospectuses, relating to the Securities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A or 430C under the Securities Act to be 2 part of the registration statement at the time of its effectiveness (“ Rule 430 Information ”), is referred to herein as the “ Registration Statement ”; and as used herein, the term “ Preliminary Prospectus ” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “ Prospectus ” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) with the public offering price, other Rule 430 Information and other final terms of the Shares offered and otherwise satisfies Section 10(a) of the Securities Act. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “ Rule 462 Registration Statement ”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Purchase Price (as defined below) set forth in the Pricing Agreement, the “ Pricing Disclosure Package ”): a Preliminary Prospectus dated April [ ], 2014, contained in the Registration Statement at the time of its effectiveness (“ Statutory Prospectus ”) and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A to the Pricing Agreement. “ Applicable Time ” has the meaning set forth in the Pricing Agreement. 2. Purchase, Sale and Delivery of the Securities . 2.1 Subscription and Purchase with Respect to the New Shares. (a) Subscription for the New Shares and Payment of Aggregate Issue Price . On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein (i) the Company agrees to issue the New Shares following the Capital Increase to Citigroup Global Markets Limited, acting for the account of the several Underwriters, as provided in subsection (ii) below, as provided in this Agreement; (ii) the Underwriters agree severally to subscribe for, purchase and underwrite the New Shares in accordance with Schedule I to the Pricing Agreement, and through Citigroup Global Markets Limited, acting for the account of the several Underwriters, agree and undertake to subscribe, on the date hereof, for the New Shares at a price of €1.00 (the “ Issue Price ”) and to pay to the Company the Issue Price for each of the subscribed New Shares by crediting with value as of [7:00 A.M.] Central European Time (“ CET ”) on April [7], 2014 the Issue Price multiplied by the number of New Shares (the “ Aggregate Issue Price ”) into a special account opened at Hypovereinsbank/UniCredit Bank AG (account number 21795194) in the name of the Company and entitled “ Sonderkonto Kapitalerhöhung 2014 ” (the “ Capital Increase Account ”), such account to be non-interest bearing and free of charges; and (iii) for the purpose of registering the Capital Increase representing the New Shares in the Commercial Register, Citigroup Global Markets Limited will, subject to the conditions stated herein, execute in its own name, but for the account of the several Underwriters, and deliver to the Company a subscription certificate ( Zeichnungsschein ) in the form attached as Exhibit B hereto (the “ Subscription Certificate ”) no later than [7:00 A.M.] CET on April [8], 2014, duly signed in duplicate form pursuant to Section 185 German Stock Corporation Act ( Aktiengesetz, “ AktG ”) for the New Shares, such Subscription Certificate, in accordance with its terms, to expire at [10:00 A.M.] CET on April [ ], 2014, and will effect payment of the Aggregate Issue Price 3 as described in subsection (a)(ii) above, as payment pursuant to Section 36a (1) AktG, to the Capital Increase Account. Upon crediting the Aggregate Issue Price and no later than [7:00 A.M.] CET on April [8], 2014, Citigroup Global Markets Limited will cause delivery to the Company of a bank certificate ( Einzahlungsbestätigung ) in the form attached as Exhibit C hereto (the “ Bank Certificate ”), confirming such credit pursuant to Section 188(2), 36(2), 36a(1) and 37(1) AktG. (b) Registration of Capital Increase . Promptly upon receipt of the Subscription Certificate pursuant to Section 2(a)(iii) and the Bank Certificate, the Company shall take all reasonable measures to effect the registration of the Capital Increase in the Commercial Register by April [10], 2014. Copies of all documents filed with the Commercial Register shall be delivered to the Representatives. Promptly upon the registration of the Capital Increase in the Commercial Register, which is expected to be at the latest by [10:00 A.M.] CET on April [10], 2014, the Company shall, by telefax or email with the original copy to follow promptly by courier, furnish each of the Representatives with a certified excerpt of the registration notice of the Commercial Register and a certified excerpt from the Commercial Register, each evidencing such Capital Increase. If the registration with the Commercial Register of the Capital Increase has not been effected by [9:00 P.M.] CET on April [ ], 2014, the Subscription Certificate for the New Shares shall expire and the Representatives, through Citigroup Global Markets Limited, on behalf of the several Underwriters, may obtain repayment of the Aggregate Issue Price by way of canceling the transfer of the Aggregate Issue Price for the New Shares to the Capital Increase Account or retransfer of the Aggregate Issue Price. In such event, the Representatives, on behalf of the several Underwriters, and the Company may agree that the Representatives, through Citigroup Global Markets Limited, submit a new Subscription Certificate for the New Shares (to expire in accordance with its terms on a date to be determined by the Representatives on behalf of the several Underwriters) and effect a new credit of the Aggregate Issue Price for the New Shares to the Capital Increase Account. If the Representatives, on behalf of the several Underwriters, and the Company have not agreed on the submission of a new Subscription Certificate for the New Shares on or prior to April [30], 2014, all obligations of the several Underwriters to purchase and underwrite the New Shares shall terminate. In this event, the reimbursement obligation of the Company and each Selling Shareholder with respect to costs, charges and expenses incurred pursuant to the terms of Section 14 and the provisions set out in Sections 8 and 9 of this Agreement shall remain in full force and effect. (c) Transfer of Title with Respect to the New Shares by the Representatives . Following the completion of the Capital Increase and the issuance of the New Shares, the Representatives, through Citigroup Global Markets Limited, shall transfer title with respect to the New Shares to the Depositary on or prior to the Closing Date (as defined below), to enable delivery by the Depositary of the Firm ADSs in respect of the New Shares to the Representatives for the account of the several Underwriters, for subsequent delivery to the other several Underwriters or to investors, as the case may be, by way of book-entry. (d) Underwriter Undertaking regarding ADS Purchase . Each Underwriter agrees, severally and not jointly, to purchase from the Representatives, and the Representatives agree to sell to the several Underwriters, at the price per ADS set forth in the Pricing Agreement (the “ Purchase Price ”) multiplied by the number of ADSs representing one Ordinary Share, such number of New Shares set forth for each Underwriter in Schedule I to the Pricing Agreement, subject to adjustments in accordance with Section 13 hereof. 4 2.2 Purchase and Sale with Respect to the Existing Shares . (a) Underwriting of Existing Shares . On the basis of the representations, warranties and agreements set forth herein, each Selling Shareholder agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase, at the Purchase Price multiplied by the number of ADSs representing one Ordinary Share, the number of Existing Shares set forth opposite the name of each Underwriter in Schedule I to the Pricing Agreement (subject to any adjustments that may be made in accordance with Section 13 hereof). Each Underwriter shall purchase from each Selling Shareholder the number of Existing Shares that is as nearly as practicable in the same proportion to the total number of Existing Shares being sold by such Selling Shareholder as set forth in Schedule II to the Pricing Agreement as the number of Existing Shares being purchased by each Underwriter bears to the total number of Existing Shares to be sold hereunder. The obligations of the Selling Shareholders shall be several and not joint. (b) Transfer of Title . The Selling Shareholders will transfer title with respect to such Existing Shares to the Underwriters and the Underwriters will transfer title to the Depositary on or prior to the Closing Date (as defined below), to enable delivery by the Depositary of the ADSs in respect thereof to the Representatives for the account of the several Underwriters, for subsequent delivery to the several Underwriters or to investors, as the case may be, by way of book-entry against the payment to each of the Selling Shareholders for the respective Existing Shares as set forth hereunder under Section 2.4(b) . Such Existing Shares shall be free from any claim for payment of outstanding contributions thereon and free of all third-party rights. The obligations of the Selling Shareholders shall be several and not joint. (c) The obligation of each Selling Shareholder to sell to each Underwriter the Existing Shares set forth in Schedule I to the Pricing Agreement is subject to the execution of the Pricing Agreement. 2.3 Delivery of the Global Share Certificate No. 2 by the Company . Upon submission of the documents supporting the notification of the Capital Increase relating to the New Shares to the Commercial Register, but at the latest by 4:00 P.M. CET on such date, the Company shall deliver to the Custodian the Global Share Certificate No. 2, representing the New Shares. 2.4 Sale of ADSs to Public; Determination of Price and Payment . (a) The Company and the Selling Shareholders understand that the Underwriters intend to make a public offering of the ADSs as soon after the effectiveness of the Registration Statement and this Agreement as in the judgment of the Representatives is advisable, and initially to offer the ADSs on the terms set forth in the Prospectus. The Company and the Selling Shareholders acknowledge and agree that the Underwriters may offer and sell ADSs to or through any affiliate of an Underwriter. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds by wire transfer to an account designated by the Company for the New 5 Shares and to accounts designated by each of the Selling Shareholders for the Existing Shares to be sold by each of the Selling Shareholders, in each case against delivery of the Firm ADSs to the Representatives for the account of the several Underwriters, by way of book-entry. Such payment and delivery are to be made through the facilities of The Depository Trust Company at the offices of Paul Hastings, LLP, 75 East 55th Street, New York, New York 10022 (the “ Closing Location ”) at 9:00 A.M., New York City time, on the third (or fourth, if the Applicable Time occurs after 4:30 P.M., New York City time) business day after the date of the Pricing Agreement, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “ Closing Date .” The aggregate amount to be paid by the several Underwriters to the Company on the Closing Date in respect of the New Shares shall be the number of New Shares sold multiplied by the Purchase Price and the number of ADSs representing one Ordinary Share, less the Aggregate Issue Price for the New Shares (the “ Excess Proceeds Amount ”) . Solely for purposes of calculating the Excess Proceeds Amount in U.S. dollars, the Aggregate Issue Price shall be converted from euro into U.S. dollars by applying the exchange rate in effect on the business day preceding the Closing Date. The Representatives, on behalf of the several Underwriters, shall cause payment of the Excess Proceeds Amount to the account designated by the Company for the New Shares at the Closing Date. In addition, the Representatives shall cause payment at the Closing Date to each of the Selling Shareholders, on behalf of the several Underwriters in satisfaction of their obligations to purchase the Existing Shares from the Selling Shareholders hereunder, of the Purchase Price multiplied by the number of Existing Shares sold by each such Selling Shareholder and the number of ADSs representing one Ordinary Share. 2.5 Purchase and Sale of Option Shares . (a) Upon written notice from the Representatives given to the Selling Shareholders not more than 30 days subsequent to the date of the Prospectus, the several Underwriters may purchase all or less than all of the Option Shares at the Purchase Price multiplied by the number of ADSs representing one Ordinary Share. The Selling Shareholders agree to sell to the several Underwriters the number of Option Shares specified in such notice pro rata to their shareholding in the Existing Shares and the several Underwriters agree, severally and not jointly, to purchase such Option Shares from the Selling Shareholders pro rata to their shareholding in the Existing Shares. Such Option Shares shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the several Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Shares or any portion thereof may be exercised once only. 6 (b) The time for the delivery of and payment for the Option Shares, being herein referred to as the “ Additional Closing Date ,” which may be the Closing Date, shall be determined by the Representatives and the Company but shall not be earlier than the Closing Date, nor later than five full business days after written notice of election to purchase Option Shares is given. The Option Shares being purchased on the Additional Closing Date are represented on the Global Share Certificate No. 1 previously delivered to the Custodian, and the Selling Shareholders will transfer title with respect to these Option Shares to the Depositary on or prior to the Additional Closing Date, to enable delivery by the Depositary of the ADSs in respect thereof to the Representatives for the account of the several Underwriters, for subsequent delivery to the several Underwriters or to investors, as the case may be, by way of book-entry against payment of the aggregate purchase price for such Option Shares, which shall be the number of Option Shares sold multiplied by the Purchase Price and the number of ADSs representing one Ordinary Share, in Federal (same day) funds by wire transfer to an account designated by the Selling Shareholders for the Option Shares at the Additional Closing Date. The obligations of the Selling Shareholders shall be several and not joint. (c) The obligation of each Selling Shareholder to sell to each Underwriter the Option Shares is subject to the execution of the Pricing Agreement. 2.6 Principal and Not Agent . Each of the Company and the Selling Shareholders acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Shareholders with respect to the offering of the ADSs contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Shareholders, or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Shareholders with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Shareholders. 3. Representations and Warranties of the Company . The Company represents and warrants to, and agrees with, the several Underwriters as follows: (a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and the Statutory Prospectus included in the Pricing Disclosure Package, as of the Applicable Time, will comply in all material respects with the applicable requirements of the Securities Act , and the Statutory Prospectus, at the time of filing thereof, did not contain any untrue statement of a material fact nor omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) information relating to any 7 Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Statutory Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof, and (ii) the Selling Shareholder Information (as defined below). (b) Pricing Disclosure Package . The Pricing Disclosure Package as of the Applicable Time will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof, and (ii) the Selling Shareholder Information (as defined below). (c) Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the ADSs (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below), an “ Issuer Free Writing Prospectus ”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A to the Pricing Agreement, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus as set forth in Annex A to the Pricing Agreement complied or will comply as to form in all material respects with the applicable requirements of the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Statutory Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with (i) information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof, and (ii) the Selling Shareholder Information (as defined below). (d) Exchange Listing. The ADSs are registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Exchange Act ”), and listed on The New York Stock Exchange (“ NYSE ”) under the ticker symbol “VJET.” The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act or delisting the ADSs from the 8 NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing. The Company has complied in all material respects with the applicable requirements of the NYSE for maintenance of inclusion of the ADSs thereon, and the Company has not received any notice from the NYSE that it is not in compliance with the listing or maintenance requirements of the NYSE. The Company has filed a draft supplemental listing application to include the ADSs to be delivered on the Closing Date or Additional Closing Date, as the case may be, on the NYSE. Except as previously disclosed to counsel for the Underwriters or as set forth in the Pricing Disclosure Package and the Prospectus, to the knowledge of the Company, no beneficial owners of the Company’s capital stock who, together with their associated persons and affiliates, hold in the aggregate 10% or more of such capital stock, have any direct or indirect association or affiliate with a Financial Industry Regulatory Authority, Inc. (“ FINRA ”) member. (e) Emerging Growth Company . From the time of the initial filing of the Registration Statement with the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication (as defined below)) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “ Emerging Growth Company ”). “ Testing-the-Waters Communication ” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. (f) Testing-the-Waters Materials . The Company (i) has not alone engaged in any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act, and (ii) has not authorized anyone other than the members of its Management Board and the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications, provided that they comply with the Securities Act in connection therewith. The Company has not distributed any Written Testing-the-Waters Communications (as defined below) other than those listed on Annex B hereto. “ Written Testing-the-Waters Communication ” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication complied in all material respects with the Securities Act and, when taken together with the Pricing Disclosure Package as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading ; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof, and (ii) the Selling Shareholder Information (as defined below) . (g) Registration Statement and Prospectus. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the ADSs 9 has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment will comply as to form in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof, and (ii) the Selling Shareholder Information (as defined below). (h) Form F-6 . A registration statement on Form F-6 (File No. 333-191526) in respect of the ADSs was filed with the Commission on October 2, 2013, as amended by the Pre-Effective Amendment No. 1 to Form F-6 filed with the Commission on October 15, 2013; such registration statement in the form heretofore delivered to the Representatives and, excluding exhibits, to the Representatives for each of the other Underwriters, has been declared effective by the Commission on October 17, 2013; no stop order suspending the effectiveness of such registration statement has been issued and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission (the various parts of such registration statement, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, being hereinafter called the “ ADS Registration Statement ”); and the ADS Registration Statement when it became effective complied, and any further amendments thereto will comply, as to form, in all material respects with the applicable requirements of the Securities Act, and did not, as of the applicable effective date, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (i) Form 8-A . A registration statement on Form 8-A (File No. 001-36130), and any amendments thereto, in respect of the registration of the ADSs under the Exchange Act was filed with the Commission on October 11, 2013; such registration statement in the form heretofore delivered to the Representatives and, excluding exhibits, to the Representatives for each of the other Underwriters, has been declared effective by the Commission; no stop order suspending the effectiveness of such registration statement has been issued and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission (the various parts of such registration statement, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, being hereinafter called the “ Form 8-A Registration Statement ”); and the Form 8-A Registration Statement when it became effective complied, and any further amendments thereto will comply, as to form, in all material respects with the applicable requirements of the Exchange Act, and did not, as of the applicable effective date, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. 10 (j) Financial Statements. The financial statements (including the related notes thereto) of the Company included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company as of the dates indicated and the results of operations and the changes in cash flows of the Company for the periods specified; such financial statements have been prepared in conformity with international financial reporting standards (“ IFRS ”) applied on a consistent basis throughout the periods covered thereby (except as otherwise noted therein), and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein; the other financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and presents fairly in all material respects the information shown thereby; and the Company does not have any material liabilities or obligations, direct or contingent, that are not disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus . (k) Material Adverse Change. Since the date of the most recent financial statements of the Company included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any material decrease in the capital stock or any material increase in any short-term debt or long-term debt of the Company or the Subsidiary (as defined below), or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and the Subsidiary; (ii) neither the Company nor the Subsidiary has entered into any transaction or agreement outside of the ordinary course of business that has had or would be reasonably expected to have a Material Adverse Effect (as defined below) on the Company and the Subsidiary taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and the Subsidiary taken as a whole; and (iii) neither the Company nor the Subsidiary has sustained any loss or interference with its business that is material to the Company and the Subsidiary taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or domestic or foreign governmental agency or regulatory authority having jurisdiction over the Company or the Subsidiary or any of their properties or assets (each, a “ Governmental Authority ”) , except, in the case of clauses (i), (ii) and (iii) above, as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (l) Organization and Good Standing. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Voxeljet of America Inc. (the “ Subsidiary ”). The Company has been duly organized and is validly existing under the laws of the Federal Republic of Germany. The Subsidiary has been duly organized and is validly existing under the laws of the State of Delaware. Each of the Company and the Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and the Subsidiary taken as a 11 whole or on the performance by the Company or the Subsidiary under this Agreement (a “ Material Adverse Effect ”). The constitutive documents of the Company comply with the requirements of German law and are in full force and effect. The constitutive documents of the Subsidiary comply with the requirements of Delaware law and are in full force and effect. (m) Capitalization. (i) The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; all the outstanding shares of capital stock of the Company, including the New Shares when subscribed, paid for and registered with the Commercial Register and delivered as provided herein, are and, when the Securities have been delivered and paid for in accordance with this Agreement on the Closing Date or the Additional Closing Date, as the case may be, will be, duly and validly authorized and issued, fully paid and non-assessable, freely transferable and free of any third-party rights, pre-emptive or similar rights, except as provided for under Section 11 regarding the obligation of the Underwriters to sell to the Company or the Selling Shareholders, as applicable, the New Shares upon the occurrence of a Termination Event; the Company has the statutorily required stated capital under German law ( Grundkapital ); except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or the Subsidiary, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any shares of capital stock or other equity interest in the Company or the Subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the shares of capital stock of the Company conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (ii) T he resolution on April [ ], 2014 of the Company’s management board resolving with the approval of the Company’s supervisory board the Capital Increase and the issuance of the New Shares has been validly passed and no objection against the Capital Increase or action to have such resolutions declared void has been taken or filed, and following the registration of the Capital Increase with the Commercial Register and the issuance and delivery of the New Shares against payment pursuant to the terms of this Agreement, the New Shares will rank pari passu with the Existing Shares. (iii) The Company has not made any repayments to any of its shareholders within the meaning of Section 57 AktG in respect of the outstanding registered share capital to any of its shareholders or has otherwise acted in violation of Section 57 AktG. (n) Shareholders . Other than the Selling Shareholders and the Depositary, the Company does not have any other legal shareholders of its Ordinary Shares on the date of this Agreement. (o) [Reserved] (p) Due Authorization. The Company has the full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all actions required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the transactions 12 contemplated hereby have been duly and validly taken. (q) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity. (r) Deposit Agreement . The Deposit Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity. Upon due execution and delivery by the Depositary of ADSs and the deposit of Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs will be duly and validly issued and the persons in whose names the ADSs are registered will be entitled to the rights specified therein and in the Deposit Agreement; and the ADRs evidencing Firm ADSs conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (s) No Violation or Default. Neither the Company nor the Subsidiary is (i) in violation or default of (i) its articles of association, charter, by-laws or similar organizational documents; (ii) any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound or to which any of the property or assets of the Company or the Subsidiary is subject; or (iii) any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, have a Material Adverse Effect. (t) No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the New Shares by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound or to which any of the property or assets of the Company or the Subsidiary is subject, (ii) result in any violation of the provisions of the articles of association, charter or by-laws or similar organizational documents of the Company or the Subsidiary or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case of clauses (i), (ii) and (iii) above, where such conflict or violation would not, individually or in the aggregate, have a Material Adverse Effect or would have a material adverse effect on the Underwriters’ ability to consummate the transactions contemplated by this agreement. (u) No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any Governmental Authority is required for the execution, delivery and 13 performance by the Company of this Agreement, the issuance and sale of the New Shares, the deposit of the New Shares with the Depositary against issuance of the ADSs or the consummation of the transactions contemplated by this Agreement, except (i) such as may be required under the Securities Act, (ii) such as may be required by the FINRA, (iii) the registration of the Capital Increase creating the New Shares in the Commercial Register, (iv) such as may be required under applicable state and foreign securities laws in connection with the purchase and distribution of the ADSs by the Underwriters, (v) such as may be required by the NYSE and (vi) such as have been previously obtained by the Company. (v) Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or the Subsidiary is or may be a party or to which any property of the Company or the Subsidiary is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or the Subsidiary, could reasonably be expected to have a Material Adverse Effect; and to the knowledge of the Company, no such investigations, actions, suits or proceedings are threatened or contemplated by any Governmental Authority or others. There are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Business — Legal Proceedings” are true and accurate in all material respects. (w) Independent Accountants . KPMG AG Wirtschaftsprüfungsgesellschaft (“ KPMG ”), which has certified certain financial statements of the Company, is an independent registered public accounting firm (i) within the meaning of Section 43(1) of the German Regulation of the Profession of Wirtschaftsprüfer ( Berufsordnung der Wirtschaftsprüfer ) and (ii) as required by the Securities Act. (x) Title to Real and Personal Property. Each of the Company and the Subsidiary has good and valid rights to lease or otherwise use all items of real and personal property and assets that are material to the respective businesses of the Company and the Subsidiary, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiary or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real property and buildings held under lease by the Company and the Subsidiary are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Subsidiary. (y) Intellectual Property. (i) (A) For the conduct of its business as currently conducted and as proposed to be conducted in the future, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and the Subsidiary own or possess sufficient rights in all domestic and foreign patents and patent applications, together with all re-issuances, divisionals, continuations, continuations-in-part, revisions, renewals, extensions, and re-examinations thereof, and any identified invention disclosures; (B) trade secret rights and 14 corresponding rights in confidential information and other non-public information (whether or not patentable), including formulas, compositions, inventor’s notes, discoveries and improvements, know-how, manufacturing and production processes and techniques, testing information, research and development information, inventions, invention disclosures, unpatented blueprints, drawings, specifications, designs, plans, proposals, and technical data; (C) all copyrights, copyrightable works, software rights, software source code rights, rights in databases, data collections, mask works, copyright registrations and applications therefor and corresponding rights in works of authorship; (D) all trademarks, service marks, logos, trade dress and trade names indicating the source of goods or services, and other indicia of commercial source or origin (whether registered, common law, statutory or otherwise), all registrations and applications to register the foregoing anywhere in the world and all goodwill associated therewith; (E) utility models and utility model applications that claim or cover any such inventions (including all divisionals, continuations, continuations-in-part, reissues, reexaminations, renewals or extensions thereof), (F) any registered and unregistered design rights; (G) all internet electronic addresses, and all registrations for the foregoing; and (H) any similar, corresponding or equivalent rights to any of the foregoing anywhere in the world (individually and collectively, the “ Intellectual Property ”), except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, provided that the foregoing is not a representation or warranty of any kind with respect to infringement or misappropriation of the Intellectual Property of any third party. To the Company’s knowledge, the conduct of the business of the Company and the Subsidiary does not conflict with, infringe upon, or misappropriate any such rights of others, which conflict, infringement or misappropriation would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (ii) Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Intellectual Property purported to be solely owned by the Company or the Subsidiary, is owned free and clear from any material liens, encumbrances, or other third party rights, and the Company or the Subsidiary have the sole and exclusive rights to use and exploit such Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company, the Subsidiary, nor any of their affiliates or legal predecessors, as regards to the ownership of any Intellectual Property owned by the Company or the Subsidiary that is material to the conduct of the Company’s business, have transferred ownership of, or granted any license to or right to use (other than non-exclusive license or right to use, Intellectual Property in the ordinary course of Company’s and the Subsidiary’s business) any such Intellectual Property. (iii) Each material item of the Intellectual Property owned by the Company and the Subsidiary that is a registered Intellectual Property and is not a patent application is subsisting and, to the Company’s knowledge, valid and enforceable. Except which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (a) each material item of the Intellectual Property that is a patent application filed by or on behalf of the Company has been properly applied for and filed with the relevant Governmental Authorities; (b) all necessary documents and certificates in connection with the registered Intellectual Property owned by the Company have been filed with the relevant Governmental Authorities for the purposes of maintaining the registered Intellectual Property; and (c) all fees, 15 annuities, royalties and other payments that are or were due from on or before the date hereof for any of the registered Intellectual Property owned by the Company have been paid. (iv) The Company and the Subsidiary have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its Intellectual Property that would reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (A) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s or the Subsidiary’s rights in or to any Intellectual Property, (B) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property owned by the Company or the Subsidiary , (C) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or the Subsidiary or any of its products or services infringes or misappropriates any intellectual property or other proprietary rights of others, (D) no Intellectual Property has been obtained or is being used by the Company or the Subsidiary in violation of any contractual obligation binding on the Company or the Subsidiary , or otherwise in violation of the rights of any persons, and (E) to the Company’s knowledge, no third party is infringing or misappropriating any Intellectual Property owned by the Company or the Subsidiary , except, in the case of each of (A) through (E) above, where the outcome of which would not result in a Material Adverse Effect. The Company or the Subsidiary have taken reasonable steps necessary to secure ownership interests in the material Intellectual Property developed by their employees, consultants, agents and contractors in the course of their service to the Company or the Subsidiary . There are no outstanding options, licenses or binding agreements of any kind relating to any material Intellectual Property owned by the Company or the Subsidiary that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described in all material respects. The Company or the Subsidiary is not a party to or bound by any options, licenses or binding agreements with respect to any material Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described in all material respects. (z) No Undisclosed Relationships . No relationship, direct or indirect, exists between or among the Company or the Subsidiary, on the one hand, and the members of the supervisory board and the management board, officers, shareholders, customers or suppliers of the Company or the Subsidiary, on the other, that is required by the Securities Act to be described in the Registration Statement, the Statutory Prospectus or the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package. (aa) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the ADSs and the application of the proceeds thereof received by the Company as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder. 16 (bb) Taxes. The Company and the Subsidiary have paid all domestic and foreign taxes and filed all tax returns required to be paid or filed through the date hereof except for those the absence of which would not have a Material Adverse Effect; and except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or the Subsidiary or any of their respective properties or assets that has had, or could reasonably be expected to have a Material Adverse Effect. (cc) Licenses and Permits. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, each of the Company and the Subsidiary possesses all licenses, certificates, permits and other authorizations issued by the appropriate domestic or foreign governmental or regulatory authorities that are necessary for the conduct of its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess the same would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company and the Subsidiary is in compliance with the terms and conditions of all such licenses, certificates, permits and other authorizations in all material respects; and the Company has not received notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. (dd) No Labor Disputes. No material labor disturbance by or dispute with employees of the Company or the Subsidiary exists or, to the knowledge of the Company, is threatened, and the Company is not aware of any existing or imminent material labor disturbance by, or dispute with, the employees of any of the Company’s or the Subsidiary’s principal suppliers, contractors or customers, except, in each case, as would not have a Material Adverse Effect. (ee) Compliance with and Liability under Environmental Laws. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, neither the Company nor the Subsidiary is in violation of any applicable statute, rule, regulation, decision or order of any Governmental Authority or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “ Environmental Laws ”), does not operate any real property contaminated with any substance that is subject to any Environmental Laws, is not liable for any off-site disposal or contamination pursuant to any Environmental Laws, and is not subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim, individually or in the aggregate, would have a Material Adverse Effect; and the Company is not aware of any pending investigation which might reasonably be expected to lead to such a claim. Neither the Company nor the Subsidiary anticipates incurring any material capital expenditures relating to compliance with Environmental Laws. (ff) Disclosure Controls . (i) The Company and the Subsidiary maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that has been designed to comply with the applicable requirements of the Exchange Act, (ii) such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and 17 procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure, and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established . (gg) Accounting Controls. (i) The Company and the Subsidiary maintain a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that has been designed to comply with the applicable requirements of the Exchange Act as and when such internal controls must be implemented by the Company thereunder and has been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls. (ii) The Company’s system of internal controls is in compliance with Section 91 AktG and appropriate to (A) provide reasonable assurance that transactions are executed in accordance with management’s general and specific authorizations; (B) ensure that transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (C) ensure that access to assets is permitted only in accordance with management’s general or specific authorization; and (D) ensure that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference. (hh) Insurance. The Company and the Subsidiary carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is generally deemed adequate for the conduct their businesses and the value of the Company’s or the Subsidiary’s properties and as is customary for companies engaged in similar business in similar industries, and all such policies of insurance are in full force and effect; the Company and the Subsidiary are in compliance with the terms of such policies in all material respects; there are no material claims by the Company or the Subsidiary under any such policy or instrument as to which any insurance company is denying liability; and neither the Company nor the Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business as currently conducted at a cost that would not have a Material Adverse Effect. (ii) No Unlawful Payments. Neither the Company nor the Subsidiary, nor, to the Company’s knowledge, any supervisory board member, management board member, officer, supervisor, manager, 18 agent, or employee or other person acting on behalf of the Company or the Subsidiary, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other expense relating to political activity; (ii) offered, made, promised to make, or authorized any direct or indirect unlawful payment to any official, employee, agent, representative of any government (including its department, agency, instrumentality, employee or agent of government-owned or controlled entity), or political party or official of any political party or any candidate for any political office, to influence official action or secure an unlawful advantage; or (iii) violated or is in violation of any provision under any applicable anti-corruption or anti-bribery law, including, but not limited to, any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the applicable provisions of the German Criminal Code, as amended, Germany Administrative Offenses Act, Germany Act on Combating International Bribery of 1998, U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes and scope applicable to them . The Company and the Subsidiary have instituted and maintain policies and procedures which are designed to promote and achieve compliance with all applicable anti-corruption and anti-bribery laws. (jj) Compliance with Money Laundering Laws . The operations of the Company and the Subsidiary are and have been conducted at all times in compliance with all the money laundering statutes and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, in each case, to the extent applicable to the Company, including, without limitation, the German Money Laundering Act of 2008 ( Geldwäschegesetz ), Title 18 U.S. Code Sections 1956 and 1957, the USA PATRIOT Act, and the U.S. Bank Secrecy Act, all as amended (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. (kk) Compliance with OFAC. (i) Neither the Company nor the Subsidiary, nor, to the Company’s knowledge, any of their supervisory or management board members, officers, employees, agents, affiliates or representatives, is an individual or entity that is, or is owned or controlled by an individual or entity that is, the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, or the European Union, or other applicable sanctions authority (collectively, “ Sanctions ”); and (ii) the Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity for the purpose of financing the activities of any person currently the subject of Sanctions. (ll) No Restrictions on Subsidiaries . Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Subsidiary is not currently prohibited, directly or indirectly, under any agreement or other instrument or laws to which it is a party or is subject to, from paying any dividends to the Company, from making any other distribution on the Subsidiary’s equity interest, from repaying to the Company any loans or advances to the Subsidiary from the Company or from transferring any of the Subsidiary’s properties or assets to the Company. (mm) Broker’s Fees. Neither the Company nor the Subsidiary is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or the Subsidiary or any Underwriter for a brokerage commission, finder’s 19 fee or like payment in connection with the offering and sale of the ADSs and the Shares represented thereby. (nn) No Registration Rights . No person has the right to require the Company or the Subsidiary to register any equity or debt securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission, the issuance of the New Shares and the sale of ADSs by the Company or the sale of ADSs by the Selling Shareholders hereunder. (oo) No Market Stabilization or Manipulation. Neither the Company nor the Subsidiary has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of any security of the Company in connection with the offering of the ADSs . (pp) Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical, industry-related and market-related data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus are not based on or derived from sources that are reliable and accurate in all material respects. (qq) Sarbanes-Oxley Act . There is and has been no failure on the part of the Company or any member of the Company’s supervisory board and management board and officers, in their capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans. (rr) Status under the Securities Act . At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the Company be considered an ineligible issuer . (ss) Debt Securities and Preferred Stock. The Company has no debt securities or preferred shares that are rated by any “nationally recognized statistical rating organization” (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act). (tt) Dividends . Except as described in the Registration Statement, all dividends and other distributions declared and payable on the Shares of the Company may under the current laws and regulations of Germany be paid to the Depositary in U.S. dollars or any other currency that may be converted into foreign currency, which may be freely transferred out of Germany, subject to applicable withholding or other taxes, as may be reduced by an applicable tax treaty, and without the necessity of obtaining any consents, approvals, authorizations, permissions, orders, registrations, filings, exemptions, waivers, endorsements, licenses, annual inspections, clearances and qualifications of any Governmental Authority having jurisdiction over the Company or the Subsidiary or any of their properties or under any applicable rules under the Exchange Act. 20 (uu) Absence of Stamp Duties and Transfer Taxes . No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Underwriters to the government of Germany, or any political subdivision or taxing authority thereof or therein in connection with the sale and delivery of New Shares by the Company, in accordance with the terms of this Agreement. (vv) No Sale, Issuance or Distribution of Shares . Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any shares of capital stock of the Company during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A, Regulation D or Regulation S of the Securities Act, other than shares of capital stock of the Company issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants. (ww) Foreign Private Issuer . The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act. (xx) Transaction Agreements under German Law . This Agreement is in proper form to be enforceable against the Company in Germany in accordance with its terms; to ensure the legality, validity, enforceability or admissibility into evidence in Germany of this Agreement, it is not necessary that this Agreement be filed or recorded with any Governmental Authority in Germany (other than court filings in the normal course of proceedings) or that any stamp or similar tax (other than nominal stamp duty if this Agreement is executed in or brought into Germany) in Germany be paid on or in respect of this Agreement or any other documents to be furnished hereunder. (yy) Passive Foreign Investment Company . The Company was not a passive foreign investment company (“ PFIC ”) as defined under Section 1297 of the Code for the taxable year ended December 31, 2013, and does not expect to be a PFIC in the current taxable year ending December 31, 2014, or in the foreseeable future. (zz) No Reduction from Amounts Payable . All amounts payable by the Company under this Agreement shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is required by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. (aaa) Choice of Law . The courts of Germany recognize and give effect to the choice of law provisions set forth in Section 20(c) hereof and will enforce judgments of U.S. courts obtained against the Company in connection with this Agreement under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, punitive damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of Germany; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of Germany; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the 21 courts of Germany; and (f) there is due compliance with the correct procedures under the laws of Germany. (bbb) Absence of Immunity from Jurisdiction . The Company and the Subsidiary have no immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) Germany or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to themselves or their property and assets, or this Agreement or actions to enforce judgments in respect thereof. (ccc) Merger or Consolidations . Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except for (i) the merger through assumption of Voxeljet Technology GmbH with and into VXLT 2013 AG, which was effective as of September 12 , 2013 upon registration with the Commercial Register, (ii) the purchase of the title to the real property in Friedberg, Germany underlying the Company’s headquarters from Deuter GmbH on December 6, 2013 and (iii) the purchase of an undeveloped site adjacent to the Company’s headquarters from the City of Friedberg, Germany in December 2013, neither the Company nor the Subsidiary has entered into any memorandum of understanding, letter of intent, definitive agreement or any similar agreements with respect to a merger or consolidation or a material acquisition or disposition of assets, technologies, business units or businesses. (ddd) FINRA Affiliation . To the Company’s knowledge, there are no affiliations or associations between (i) any member of the FINRA and (ii) the Company or any of the Company’s officers, supervisory or management board members or 5% or greater security holders, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (eee) Effect of Certificates . Any certificate signed by any officer of the Company and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. (fff) Lock-up Letters. The Company has caused each of the members of its supervisory board and management board and each of the Selling Shareholders to furnish to the Representatives, on or prior to the date of this Agreement, a “lock-up” letter, each substantially in the form of Exhibit E hereto (the “ Lock-Up Letter ”). The Company will enforce the terms of each Lock-Up Letter and issue stop-transfer instructions to its transfer agent and registrar or the Depositary, as applicable, for the Ordinary Shares and the ADSs with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Letter. If, prior to April 16, 2014, the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) hereof or a Lock-Up Letter described in this Section 3(fff) for a supervisory or management board member of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by issuing a press release substantially in the form of Exhibit F hereto through a major news service at least two business days before the effective date of the release or waiver. The Company further agrees that it will not release any security holder from, or waive any provision of, any lock-up or similar agreement between the Company and any security holder without the prior written consent of the Representatives. 22 4. Representations and Warranties of the Selling Shareholders . Each of the Selling Shareholders, for itself severally and not jointly, represents and warrants to, and agrees with, the several Underwriters as follows: (a) No Consents Required . No consent, approval, authorization, order, license, registration or qualification of or with any Governmental Authority is required under any instrument or agreement to which such Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit in connection with the execution, delivery and performance by each Selling Shareholder of this Agreement and the Power of Attorney (as defined below), and for the sale and delivery of the Existing Shares to be sold by each Selling Shareholder hereunder, the deposit of the Existing Shares with the Depositary against issuance of the ADSs or the consummation of the transactions contemplated by this Agreement and the Power of Attorney, except for (i) such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained by such Selling Shareholder prior to the date of this Agreement, (ii) the registration of the Shares and the ADSs under the Securities Act, (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the FINRA, (iv) the registration of the Capital Increase creating the New Shares in the Commercial Register and (v) under applicable state and foreign securities laws in connection with the purchase and distribution of the ADSs by the Underwriters. (b) [Intentionally Omitted]. (c) Power of Attorney . Such Selling Shareholder has the full right, power and authority to execute and deliver an irrevocable power of attorney (a “ Power of Attorney ”) authorizing and directing Berthold Hummel and Katja Heuterkes, as attorneys-in-fact (the “ Attorneys-in-Fact ”), or either of them, to effect the sale and delivery of the Existing Shares being sold by such Selling Shareholder, to enter into this Agreement and to take all such other action as may be necessary hereunder. (d) Due Authorization; No Violation or Default . Such Selling Shareholder has full right, power and authority to execute and deliver t his Agreement and to perform its obligations hereunder; and all actions required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the due and proper authorization of the transactions contemplated hereby have been duly and validly taken. Subject to the provisions of the German Consumer Protection Act, this Agreement constitutes a valid and legally binding obligation of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity. The execution, delivery and performance by such Selling Shareholder of this Agreement and the Power of Attorney, the sale of the Existing Shares to be sold by such Selling Shareholder and the consummation by such Selling Shareholder of the transactions contemplated herein or therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of such Selling Shareholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets of such Selling Shareholder is subject, (ii) result in any violation of the provisions of the articles of association, charter or by-laws or similar organizational 23 documents of such Selling Shareholder, if any, or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except in the case of clauses (i), (ii) or (iii) as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of the Selling Shareholder to consummate the transactions contemplated hereby. (e) Title to Shares. (i) Such Selling Shareholder now has, and, at the Closing Date and the Additional Closing Date, as the case may be, will have, good and valid title to the Existing Shares to be sold by such Selling Shareholder, fully paid and non-assessable, free and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of such Existing Shares; and upon the delivery of and payment for the Securities on the Closing Date and the Additional Closing Date, as the case may be, the Depositary will, subject to the Deposit Agreement, acquire valid and unencumbered title to the Existing Shares to be delivered by such Selling Shareholder on such Closing Date and Additional Closing Date, as the case may be. Upon the deposit of the Existing Shares with the Depositary pursuant to the Deposit Agreement in accordance with the terms thereof against issuance of ADSs for the Existing Shares, all rights, title and interest in such Existing Shares, subject to the Deposit Agreement, will be transferred to the Depositary free and clear of all liens, encumbrances or claims, except as provided for under Section 11 hereof regarding the obligation of the Underwriters to return to the Selling Shareholders the Existing Shares upon the occurrence of a Termination Event, and further subject to the Deposit Agreement; and upon delivery of the ADSs and payment therefor pursuant hereto, good and valid title to such ADSs, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters. (f) No Stabilization. Such Selling Shareholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares or the ADSs. (g) Pricing Disclosure Package . The Pricing Disclosure Package as of the Applicable Time will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this Section 4(g) are limited in all respects to statements or omissions based on and made in conformity with information relating to such Selling Shareholder furnished to the Company and the Underwriters in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto; it being understood and agreed that such information furnished by or on behalf of each Selling Shareholder consists only of (A) the legal name, address and the number of Ordinary Shares owned by such Selling Shareholder, and (B) the other information (excluding percentages) with respect to such Selling Shareholder which appears in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (collectively, the “ Selling Shareholder Information ”). (h) Issuer Free Writing Prospectus and Written Testing-the-Waters Communication. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, such Selling Shareholder (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing Prospectus or Written Testing-the-Waters Communication, 24 other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) any documents listed on Annex A to the Pricing Agreement or Annex B hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives. (i) Registration Statement and Prospectus. As of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this Section 4(i) are limited to statements or omissions based on and made in conformity with the Selling Shareholder Information furnished by such Selling Shareholder. (j) Registration Rights . Such Selling Shareholder does not have any registration or other similar rights to register any equity or debt securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission, the issuance and sale of the New Shares by the Company and the Selling Shareholders or the sale of the Existing Shares by the Selling Shareholders hereunder, except for such rights as are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (k) FINRA Affiliation . Neither such Selling Shareholder nor any of his, her or its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with any member of FINRA or is a person associated with a member of FINRA. (l) Effect of Certificates . Any certificate signed by such Selling Shareholder and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Shareholder to each Underwriter as to the matters covered thereby. (m) Material Information . As of the date hereof, as of the Closing Date and as of the Additional Closing Date, as the case may be, the sale of the Shares by such Selling Shareholder is not and will not be prompted by any material information concerning the Company which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto. 5. Further Agreements of the Company . The Company covenants and agrees with the several Underwriters as follows: (a) Required Filings . The Company will prepare and file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City in such quantities as the Representatives may 25 reasonably request as soon as is reasonably practicable. (b) Delivery of Copies. The Company will deliver, without charge, (i) to the Representatives, three signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. As used herein, the term “ Prospectus Delivery Period ” means such period of time after the first date of the public offering of the ADSs as in the opinion of counsel for the Underwriters a prospectus relating to the ADSs is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the ADSs by any Underwriter or dealer. (c) Amendments or Supplements, Issuer Free Writing Prospectuses. After the date hereof, before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review. After the date hereof, the Company will not use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object. (d) Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Written Testing-the-Waters Communication; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the ADSs for offer and sale in any applicable jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the ADSs and, if any such order is issued, to obtain as soon as possible the withdrawal thereof. 26 (e) Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or the circumstances then prevailing, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as may be necessary to correct such statement or omission or effect such compliance, and (2) if at any time prior to the filing of the Prospectus pursuant to Rule 424(b), (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package as may be necessary to correct such statement or omission or effect such compliance. (f) Blue Sky Compliance. The Company will qualify the ADSs for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the ADSs; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. (g) Earnings Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable , but in no event later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least 12 months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement. (h) Clear Market. For a period of 90 days after the date of the Statutory Prospectus, without the prior written consent of the Representatives, the Company will not (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or ADSs or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares or ADSs (the “ Lock-Up Securities ”); (2) file, or announce the intention to file, any registration statement with respect to any Lock-Up Securities, or (3) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of Ordinary Shares or ADSs or such other securities, in cash or otherwise. Notwithstanding the foregoing, the Company may 27 (i) transfer the Lock-Up Securities pursuant to this Agreement, (ii) repurchase Lock-Up Securities upon the occurrence of a Termination Event, (iii) issue and sell Lock-Up Securities pursuant to any employee stock option plan, incentive plan, stock ownership plan or dividend reinvestment plan of the Company existing on the date of this Agreement and described in the Registration Statement, the Preliminary Prospectus and the Prospectus, and (iv) after 45 days from the date of the Statutory Prospectus, offer, issue and sell Lock-Up Securities in connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (x) the aggregate number of Lock-Up Securities issued or issuable does not exceed 5% of the number of Ordinary Shares outstanding immediately after the issuance and sale of the Lock-Up Securities, and (y) each recipient of any such shares or other securities agrees to restrictions on the resale of such securities that are consistent with the lock-up letters described in Section 3(fff) hereof for the remainder of the 90-day restricted period. This Section 5(h) supersedes Section 5(h) of the Underwriting Agreement, dated October 11, 2013 (the “ Original Underwriting Agreement ”), among the Company, the selling shareholders of the Company named on Schedule II thereto and the Representatives, as representatives of the several underwriters named in Schedule I thereto, and solely terminates Section 5(h) of the Original Underwriting Agreement. Other than Section 5(h), this Agreement does not change or amend any other section of the Original Underwriting Agreement. (i) Use of Proceeds . The Company intends to use the net proceeds from the sale of the ADSs as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds.” (j) No Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares or the ADSs. (k) Exchange Listing. The Company will use its reasonable best efforts to list, subject to notice of issuance, the ADSs to be delivered on the Closing Date or Additional Closing Date, as the case may be, on the NYSE. (l) Reports. During the period of three years from the date of this Agreement, the Company will furnish to the Representatives, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares or ADSs, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided that the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system. (m) Transfer Taxes . The Company will indemnify and hold each Underwriter harmless against any documentary, stamp or similar issuance or transfer taxes, duties or fees and any transaction levies, commissions or brokerage charges imposed by any government, or any political subdivisions or tax authority thereof or therein, including any interest and penalties (the “ Transfer Taxes ”), which are or may be required to be paid in connection with the creation, allotment, issuance, and initial delivery of the ADSs, including the deposit of the Shares with the Depositary in accordance with the Deposit Agreement, and the execution and delivery of this Agreement. Any subsequent Transfer Taxes payable on any transfer subsequent to the delivery of the ADSs in accordance with Section 2 hereof shall not be 28 the responsibility of the Company nor the Selling Shareholders. (n) Judgment and Approval . The Company agrees that (i) it will not attempt to avoid any judgment obtained by it or denied to it in a court of competent jurisdiction outside Germany; (ii) following the consummation of the offering of the ADSs, it will use its reasonable best efforts to obtain and maintain all approvals required in Germany to pay and remit outside Germany all dividends declared by the Company and payable on the Ordinary Shares (deducting applicable withholding taxes, if any), if any. (o) Emerging Growth Company. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (A) completion of the distribution of the ADSs within the meaning of the Securities Act and (B) completion of the 90-day restricted period referred to in Section 5(h) hereof. 6. Further Agreements of the Selling Shareholders . Each of the Selling Shareholders, for itself severally and not jointly, covenants and agrees with the several Underwriters as follows: (a) Clear Market . Such Selling Shareholder will comply with the terms of the Lock-Up Letter such Selling Shareholder executed, it being understood that such Lock-Up Letter is in the form set forth as Exhibit E hereto. (b) Deposit of Shares. Prior to the Closing Date, such Selling Shareholder will have transferred the Existing Shares and the Option Shares to the Underwriters on a securities account to be determined by the Underwriters so that the ADSs can be created and delivered to the Underwriters at the Closing Date or the Additional Closing Date, as applicable, against receipt of such Existing Shares and Option Shares. (c) Tax Form. Such Selling Shareholder will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8BEN (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) (“Form W-8BEN ”), provided that if (i) such Selling Shareholder previously delivered a properly completed and executed Form W-8BEN to the Representatives at any time during the three calendar years prior to the execution and delivery of this Agreement, and (ii) no change in circumstances has made incorrect any information on such Form W-8BEN, then such Selling Shareholder will be under no obligation to deliver an additional Form W-8BEN in connection with this Agreement. (d) No Stabilization . Such Selling Shareholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares or the ADSs. (e) No Written Materials . Such Selling Shareholder agrees that it will not prepare or have prepared on its behalf or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) and agrees that it will not distribute any written materials in connection with the offer or sale of the ADSs. (f) Selling Shareholder Information . During the Prospectus Delivery Period, each Selling 29 Shareholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the Selling Shareholder Information relating to each such Selling Shareholder in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package. 7. Certain Agreements of the Underwriters . Each Underwriter hereby represents and agrees that: (a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A to the Pricing Agreement or prepared pursuant to Section 3(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “ Underwriter Free Writing Prospectus ”). (b) It has not used and will not use, without the prior written consent of the Company, any free writing prospectus that contains the final terms of the ADSs unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that the Underwriters may use a term sheet substantially in the form of Annex B to the Pricing Agreement without the consent of the Company; provided further that any Underwriter using such term sheet shall notify the Company and provide a copy of such term sheet to the Company prior to the first use of such term sheet and shall incorporate any comments to such term sheet as the Company may reasonable request be included. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company and the Selling Shareholders if any such proceeding against it is initiated during the Prospectus Delivery Period). 8. Conditions of Underwriters’ Obligations . The obligation of each Underwriter to purchase the Firm ADSs on the Closing Date or the Option ADSs on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company and the Selling Shareholders of their respective covenants and other obligations hereunder and to the following additional conditions: (a) Registration Compliance; No Stop Order . No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or, to the Company’s knowledge, threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 5(a) hereof ; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives. 30 (b) Representations and Warranties. The respective representations and warranties of the Company and the Selling Shareholders contained herein shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers and of the Selling Shareholders and their officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be. (c) No Material Adverse Change. No event or condition of a type described in Section 3(k) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. (d) Officers’ Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief executive officer and chief financial officer in such person’s capacity as an officer of the Company and not in his individual capacity (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and that, to the knowledge of such officers, the representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (ii) to the effect set forth in Sections 8(a) and 8(c) above. (e) Certificate of Chief Financial Officer . The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company substantially in the form of Annex A hereto. (f) Certificate of the Selling Shareholders . The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the Selling Shareholders (executed by one of the Attorneys-in-Fact on behalf of the Selling Shareholders), in form and substance reasonably satisfactory to the Representatives, confirming that the representations and warranties of the Selling Shareholders in this Agreement are true and correct and that the Selling Shareholders have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such Closing Date or Additional Closing Date, as the case may be. (g) Comfort Letters . On the date of the Pricing Agreement and on the Closing Date or the Additional Closing Date, as the case may be, KPMG shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus ; provided , that the letter 31 delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date of the earlier of (i) three business days prior to such Closing Date or such Additional Closing Date, as the case may be, or (ii) May 15, 2014. (h) Opinion and 10b-5 Statement of United States Counsel for the Company . Dechert LLP, United States counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and previously agreed upon by counsel for the Underwriters and Dechert LLP. (i) Opinion of United States Counsel for the Selling Shareholders. Dechert LLP, United States counsel for the Selling Shareholders, shall have furnished to the Representatives, at the request of the Selling Shareholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and previously agreed upon by counsel for the Underwriters and Dechert LLP. (j) Opinion of German Counsel for the Company . Dechert LLP, German counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and previously agreed upon by counsel for the Underwriters and Dechert LLP. Such opinion shall include opinion statements confirming the effectiveness of the Capital Increase. (k) Opinion of German Counsel for the Selling Shareholders. Dechert LLP, German counsel for the Selling Shareholders, shall have furnished to the Representatives, at the request of the Selling Shareholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be , and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and previously agreed upon by counsel for the Underwriters and Dechert LLP. (l) Opinion of Intellectual Property Counsel for the Company. Wagner & Helbig, intellectual property counsel for the Company, shall have furnished to the Representatives, at the request of the Company, its written opinion, dated the Closing Date or the Additional Closing Date, as the case may be , and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and previously agreed upon by counsel for the Underwriters and Wagner & Helbig. (m) Opinion and 10b-5 Statement of United States Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Paul Hastings LLP, United States counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. (n) Opinion of German Counsel for the Underwriters . The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion of Paul Hastings (Europe) LLP, German counsel for the Underwriters, with respect to such matters as the 32 Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. (o) Opinion of Counsel for the Depositary . The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion of Patterson Belknap Webb & Tyler LLP, counsel for the Depositary, with respect to such matters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives previously agreed upon by counsel for the Underwriters and Patterson Belknap Webb & Tyler LLP. (p) Delivery of Global Share Certificate No. 2 representing the Ordinary Shares. The Company shall have delivered (i) in accordance with, and at the time provided for, in Section 2, the duly executed Global Share Certificate No. 2 evidencing the New Shares to the Custodian, and (ii) in accordance with, and at the time provided for, in Section 2 a certified excerpt from the Commercial Register evidencing the Capital Increase represented by the New Shares. (q) Transfer of Title of the Existing Shares. The Selling Shareholders shall have transferred title to the Existing Shares to be sold in accordance with Section 2 above to the Underwriters. (r) No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the ADSs or the Shares represented thereby by the Company or the sale of the ADSs or the Shares represented thereby by the Selling Shareholders; and no injunction or order of any domestic or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the ADSs or the Shares represented thereby by the Company or the sale of the ADSs or the Shares represented thereby by the Selling Shareholders. (s) [Intentionally Omitted]. (t) Exchange Listing. The ADSs to be delivered on the Closing Date or Additional Closing Date, as the case may be, shall have been approved for listing on the NYSE, subject to official notice of issuance. (u) Lock-Up Letters . The Lock-Up Letters, each substantially in the form of Exhibit E hereto, between you and the members of Company’s supervisory board and management board and each of the Selling Shareholders, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date or Additional Closing Date, as the case may be. (v) Certificates at Closing Date . The Depositary shall have furnished or caused to be furnished to you at the Closing Date or Additional Closing Date, as the case may be, certificates satisfactory to you evidencing the deposit with it or its nominee of the Shares being so deposited against issuance of ADSs to be delivered by the Representatives through Citigroup Global Markets Limited with regard to the New Shares and by the Selling Shareholders with regard to the Existing Shares at the Closing Date or Additional Closing Date, as the case may be, and the execution, countersignature (if applicable), issuance and delivery of such ADSs pursuant to the Deposit Agreement. 33 (w) Pricing Agreement . The Pricing Agreement shall have been duly authorized, executed and delivered by the Company, the Selling Shareholders and the Representatives on behalf of the several Underwriters, there being no obligation to execute the Pricing Agreement. (x) Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company and the Selling Shareholders shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request. (y) No FINRA Objection . FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters. 9. Indemnification and Contribution. (a) Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (within the meaning of Rule 501(b) of Regulation D or Rule 405 under the Act), directors and officers, employees, agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any written materials prepared in connection with a road show as defined in 433(h) under the Securities Act, including any electronic road show (“ Written Road Show Materials ”), or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with (i) any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) below and (ii) the Selling Shareholder Information. (b) Indemnification of the Underwriters by the Selling Shareholders. Each Selling 34 Shareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates (within the meaning of Rule 501(b) of Regulation D or Rule 405 under the Act), directors and officers, employees, agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any Written Road Show Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it be being understood and agreed that the only such information furnished by the Selling Shareholders consists of the Selling Shareholder Information, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) below. (c) Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each Selling Shareholder, its affiliates (within the meaning of Rule 501(b) of Regulation D or Rule 405 under the Act), directors, management board members, supervisory board members, officers, employees, agents and each person, if any, who controls the Company and each Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any Written Road Show Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the table containing a list of Underwriters and their respective participation in the sale of the Securities which appears between the first and second paragraphs under the caption “Underwriting,” (ii) the concession and discount figures appearing in the 35 second paragraph under the caption “Underwriting,” and (iii) the information contained in the eleventh, twelfth and thirteenth paragraphs under the caption “Underwriting.” (d) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 9 , such person (the “ Indemnified Person ”) shall promptly notify the person against whom such indemnification may be sought (the “ Indemnifying Person ”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 9 . If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall be entitled to appoint counsel of the Indemnifying Person’s choice at the Indemnifying Person’s expense reasonably to represent the Indemnified Person in any action for which indemnification is sought (in which case the Indemnifying Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person or Persons except as set forth below); provided , however , that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Indemnifying Person’s election to appoint counsel to represent the Indemnified Person in an action, the Indemnified Person shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time after notice of the institution of such actions to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Indemnifying Person and the Indemnified Person shall have reasonably concluded based on advice from outside counsel that there may be legal defenses available to it and/or other Indemnified Persons that are or may be different from or in addition to those available to the Indemnifying Person; and (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed upon notice as they are incurred. Any such separate firm or counsel for any Underwriter, its affiliates, directors and officers, employees, agents and any control persons of such Underwriter shall be designated in writing by the Representatives, any such separate firm or counsel for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company and any such separate firm or counsel for the Selling Shareholders shall be designated in writing by the Attorneys-in-Fact or any one of them. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying 36 Person reimburse the Indemnified Person for reasonable and documented fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent only if (i) such settlement is entered into more than 45 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement or have not otherwise notified such indemnified party in good faith that such indemnifying party is contesting the amount of such reimbursement request. No Indemnifying Person shall, without the written consent of the Indemnified Person (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which any Indemnified Person is or could have been a party and indemnification or contribution could have been sought hereunder by such Indemnified Person, unless such settlement, compromise or consent (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matters of such claim, action, suit or proceeding and (y) does not include any statement as to or any admission of fault or culpability by or on behalf of any Indemnified Person. (e) Contribution. If the indemnification provided for in paragraphs (a), (b) and (c) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph (but with respect to any Selling Shareholder, only to the extent agreed in Section 9(b)), in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company or the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, from the offering of the ADSs pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company or the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company or the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, from the offering of the ADSs pursuant to this Agreement shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) from the offering of the ADSs received by the Company or the Selling Shareholders, as applicable, and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the ADSs as set forth on such cover. The relative fault of the Company or the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Shareholders, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (f) Limitation on Liability. The Company, the Selling Shareholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if (i) all of the Selling Shareholders or (ii) all of the Underwriters were collectively treated as one entity for such purpose) or by any other method of allocation that does not 37 take account of the equitable considerations referred to in Section 9(e) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section 9(e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 9, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the ADSs exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 9 , in no event shall a Selling Shareholder be required to contribute any amount in excess of such Selling Stockholder’s aggregate net proceeds, after deducting underwriting commissions, discounts and expenses, resulting from the sale of Existing Shares pursuant to the terms of this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective purchase obligations hereunder and not joint. (g) Non-Exclusive Remedies. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. 10. Effectiveness of Agreement . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 11. Termination . (a) This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company and the Selling Shareholders, if after the execution and delivery of this Agreement (i) the Applicable Time does not occur on or before April [30], 2014 or (ii) following the Applicable Time, but prior to the Closing Date or, in the case of the Option ADSs, prior to the Additional Closing Date (A) any of the conditions provided for in Section 8 herein shall not have been fulfilled when and as required by this Agreement to be fulfilled; (B) trading generally shall have been suspended or materially limited on or by the NYSE or The Nasdaq Stock Market; (C) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (D) a general moratorium on commercial banking activities shall have been declared by U.S. or German federal or New York State authorities; or (E) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States and Germany, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares or ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus (each of the events set forth in clauses (i) and (ii) (including subclauses (A) to (E)), a “ Termination Event ”). (b) Should the Termination Event occur before the Subscription Certificate for the New Shares has been filed with the Commercial Register, the Representatives may at their option and in their 38 sole discretion, on behalf of the several Underwriters, terminate this Agreement, and, thereafter, the obligation of the Representatives, through Citigroup Global Markets Limited, to subscribe for the New Shares for the account of the several Underwriters and the several obligations of the Underwriters to acquire the Securities may be cancelled, and, in such circumstances, the Company shall return the Subscription Certificate for the New Shares and the Bank Confirmation to Citigroup Global Markets Limited and release any funds already credited to the Capital Increase Account for the benefit of Citigroup Global Markets Limited. (c) If a Termination Event occurs after all documents required for the registration of the Capital Increase have been filed with the Commercial Register, the Representatives may at their option and in their sole discretion, on behalf of the several Underwriters, request from the Company by written notification to the Company to employ its reasonable best efforts to procure a withdrawal of the application for registration of the Capital Increase with the Commercial Register. If the application is withdrawn successfully, the obligation of the Representatives, through Citigroup Global Markets Limited, to subscribe for the New Shares for the account of the several Underwriters and the several obligations of the Underwriters to acquire the Securities shall terminate and the Company shall return the Subscription Certificate for the New Shares and the Bank Confirmation to the Representatives. Furthermore, the Company shall release any funds already credited to the Capital Increase Account for the benefit of the Representatives through Citigroup Global Markets Limited. (d) If the Termination Event occurs after registration of the Capital Increase or on a date on which the application for the registration of the Capital Increase with the Commercial Register can no longer be withdrawn, or if despite a request a withdrawal does not occur for other reasons, the Representatives at their option and in their sole discretion, on behalf of the several Underwriters, may terminate this Agreement on behalf of the several Underwriters; provided, however , that the several obligations of the Underwriters hereunder to acquire the New Shares at the Issue Price shall remain in force and survive any such termination. The Representatives may, however, release the several other Underwriters of this obligation in their sole discretion. Subject to the foregoing, in the event of any such termination, the several obligations of the Underwriters towards the Company and each of the Selling Shareholders to acquire and offer the Securities shall terminate. In such circumstances any Existing Shares that have already been transferred shall be retransferred to the respective Selling Shareholder; (ii) the Representatives shall have the right to sell to the Selling Shareholders, and each of the Selling Shareholders shall have the obligation to purchase from the Representatives all of the New Shares, against payment to the Representatives of the Issue Price of such New Shares. Any such sale by the Representatives to the Selling Shareholders shall be consummated within a period of 15 business days following the termination notification in accordance with this Section 11; and (iii) if the sale of the New Shares to the Selling Shareholders pursuant to subsection (ii) above is not consummated within a period of 15 business days following the termination notification in accordance with this Section 11, the Representatives shall also be entitled to sell the New Shares to any other person or persons as they deem best in their sole discretion and, in the event of any such sale, shall forward to the Company any proceeds received by them from such disposition less the amount credited to the Capital Increase Account and less the underwriting commission. If the New Shares have already been transferred from Citigroup Global Markets Limited to the Depositary and been registered in the Depositary’s name, the Company shall assist Citigroup Global Markets Limited in taking all reasonable measures necessary to effect the transfer of the New Shares to Citigroup Global Markets Limited or any other entity designated by the Representatives, on behalf of the several Underwriters, and to register the New Shares in the 39 name of Citigroup Global Markets Limited or any other entity designated by the Representatives, on behalf of the several Underwriters. 12. Default by One or More of the Selling Shareholders or the Company. (a) Default by the Selling Shareholders . If one or more of the Selling Shareholders shall fail at the Closing Date or the Additional Closing Date to sell and deliver the number of Existing Shares which such Selling Shareholder or Selling Shareholders are obligated to sell hereunder, and the remaining Selling Shareholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Existing Shares to be sold by them hereunder so that the total number of Existing Shares to be sold by all non-defaulting Selling Shareholders is as set forth on Schedule II to the Pricing Agreement, then you may at your option, by written notice from you to the Company and the non-defaulting Selling Shareholders , either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 9 and Section 14 hereof , any non-defaulting party, or (b) elect to purchase the Existing Shares which the Company and the non-defaulting Selling Shareholders have agreed to sell hereunder. In the event of a default by any Selling Shareholder as referred to in this Section, either you or the Company, or by joint action only, the non-defaulting Selling Shareholders, shall have the right to postpone the Closing Date or the Additional Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in any other documents or arrangements. (b) Default by the Company . If the Company shall fail at the Closing Date to sell and deliver the number of New Shares which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter, other than for the Representatives to return to the Selling Shareholders any Existing Shares that have been transferred hereunder, or, except as provided in Section 9 and Section 14 hereof, any non-defaulting party. (c) No Relief from Liability . No action taken pursuant to this Section shall relieve the Company or any Selling Shareholders so defaulting from liability, if any, in respect of such default. 13. Defaulting Underwriter . (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the ADSs that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such ADSs by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such ADSs, then the Company and the Selling Shareholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such ADSs on such terms. If other persons become obligated or agree to purchase the ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any required changes in the Registration Statement or the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus to effect any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule I to the Pricing 40 Agreement that, pursuant to this Section 13, purchases ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% of the aggregate number of ADSs to be purchased on such date, then each non-defaulting Underwriter shall be obligated to purchase the number of ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of ADSs that such Underwriter agreed to purchase on such date) of the ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% of the aggregate number of ADSs to be purchased on such date, then this Agreement or, with respect to the Additional Closing Date, the obligation of the Underwriters to purchase ADSs on the Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 13 shall be without liability on the part of the Company or the Selling Shareholders, except that the Company will continue to be liable for the payment of expenses as set forth in Section 14 hereof for any non-defaulting Underwriters and except that the provisions of Sections 9 , 11(b), 11(c) and 11(d) hereof shall not terminate and shall remain in effect mutatis mutandis . (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholders or any non-defaulting Underwriter for damages caused by its default. 14. Payment of Expenses . (a) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (other than with respect to a defaulting Underwriter hereunder) (i) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the ADSs, (ii) all expenses and fees (including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees of the Underwriters’ advisors or counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the ADSs, each Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping this Agreement and any related documents, including the Blue Sky Memorandum (covering the states and other applicable jurisdictions), (iii) the fees and expenses of the Depositary, the Custodian and any transfer agent or registrar, (iv) all filing fees and reasonable and documented fees and disbursements of the Underwriters’ counsel incurred in connection with the qualification of the ADSs for offering and sale by the Underwriters or by dealers under the securities or blue sky laws of the states and other 41 jurisdictions which you shall designate, provided that the reasonable fees and disbursements of Underwriters’ counsel relating to this subclause (iv) shall not exceed $5,000, (v) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of the terms of the sale of the ADSs, provided that the reasonable fees and disbursements of Underwriters’ counsel relating to this subclause (v) shall not exceed $15,000, (vi) all application fees related to the listing of the ADSs on the NYSE, (vii) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with marketing of the ADSs, provided , however , that the Company shall only be responsible for 50% of the cost of any aircraft chartered in connection with the road show and the Underwriters shall be responsible for the balance, and (viii) all other costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. (b) If (i) this Agreement is terminated pursuant to Section 11 , (ii) the Company or the Selling Shareholders for any reason fail to tender the ADSs for delivery to the Underwriters or (iii) the Underwriters decline to purchase the ADSs because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or comply with any provision hereof , other than the default by one or more of the Underwriters in its or their respective obligations hereunder , the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their outside legal counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. 15. Persons Entitled to Benefit of Agreement . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and, with respect to indemnification obligations, the officers, directors, management board members, supervisory board members, affiliates employees, agents and any controlling persons referred to in Section 9 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of ADSs from any Underwriter shall be deemed to be a successor merely by reason of such purchase. 16. Survival . The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Selling Shareholders and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Selling Shareholders or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the ADSs and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Selling Shareholders or the Underwriters. 17. Certain Defined Terms . For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act. 18. Submission to Jurisdiction; Appointment of Agent for Service. (a) Each of the Company and the Selling Shareholders irrevocably submits to the non42 exclusive jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Pricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the ADSs. Each of the Company and the Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any of the Company and the Selling Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and such Selling Shareholder, as applicable, irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) Each of the Company and the Selling Shareholders hereby appoints Corporation Service Company, 1180 Avenue of the Americas, Suite 210, New York, NY 10036-8401 as their respective agents for service of process in any suit, action or proceeding described the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. Each of the Company and the Selling Shareholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Company and the Selling Shareholders represents and warrants that such agent has agreed to act as its agent for service of process. To the extent that either the Company or the Selling Shareholders determines to appoint a new agent for service of process, each of the Company and the Selling Shareholders agrees to promptly notify the Representatives of the name and address of such new agent for service of process. 19. Judgment Currency . If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase U.S. dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of each of the Company and the Selling Shareholders with respect to any sum due from it to any Underwriter or any person controlling any Underwriter under this Agreement shall, notwithstanding any judgment in a currency other than U.S. dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase U.S. dollars with such other currency. If the U.S. dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company and such Selling Shareholder, as applicable, an amount equal to the excess of the U.S. dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder. 43 20. Miscellaneous . (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. (i) Notices to the Underwriters shall be given to the Representatives c/o Piper Jaffray & Co., 800 Nicollet Mall, Minneapolis, Minnesota 55402, Attention: Equity Capital Markets (fax: (612) 303-1070), with a copy to the General Counsel (James Martin) (fax: (612) 303-1068 ). (ii) Notices to the Company shall be given at voxeljet AG, Paul-Lenz Straße 1b, 86316, Friedberg, Federal Republic of Germany (fax: +49 821 7483 111); Attention: Rudolf Franz, with a copy to Dechert LLP, 1095 Avenue of the Americas, New York, NY 10036, Attention: David Rosenthal (fax: (212) 698-0416). (iii) Notices to the Selling Shareholders shall be given at AleSta Beteiligungs GmbH, Brunnenlechgässchen 1, 86161 Augsburg, Federal Republic of Germany (fax: +49 821 262896-29); Attention: Alexander Stärker; Dr. Ingo Ederer, Paul-Lenz Straße 1b, 86316, Friedberg , Federal Republic of Germany (fax: +49 821 74 83-111); Franz Industriebeteiligungen AG, Am Silbermannpark 1b, 86161 Augsburg, Federal Republic of Germany (fax: +49 821 450420 19); Attention: Rudolf Franz; Prof. Dr. Joachim Heinzl, Paul-Lenz Straße 1b, 86316, Friedberg , Federal Republic of Germany (fax: +49 821 74 83-111); Startkapital-Fonds Augsburg GmbH, Stettenstr. 1, 86150 Augsburg, Federal Republic of Germany (fax: +49 821 7847 2678); Attention: Marcus Wagner; and Technologie Beteiligungsfonds Bayern GmbH & Co. KG , Ländgasse 135 a, 84028 Landshut, Federal Republic of Germany (fax: +49 871 92325-55); Attention: Roman Huber & Dr. Georg Reid, With a copy to Dechert LLP, Erika-Mann-Strasse 5, 80636 Munich, Germany, Attention: Dr. Katja Heuterkes (fax: +49(0) 89 212163-33). (c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of 44 New York applicable to agreements made and to be performed in such state. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by all parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. (g) Severability . The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. (h) Integration . This Agreement together with the Pricing Agreement and the Pre-Underwriting Agreement constitutes the entire agreement of the parties hereto and supersedes all prior agreements and understandings (whether written or oral) of the parties hereto with respect to the subject matter hereof. For the purposes of this Section 20(h), the term “ Pre-Underwriting Agreement ” shall mean that certain Agreement Regarding The Offering of Shares, dated March 27, 2014, by and between the Company and Citigroup Global Markets Limited. [Signature Pages to Follow] 45 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, voxeljet AG By Name: Title: Ingo Ederer Chief Executive Officer Selling Shareholders By Name: Title: Attorney-in-Fact Confirmed as of the date first above mentioned, on behalf of themselves and the other several Underwriters named in Schedule I hereto. PIPER JAFFRAY & CO. By Name: Title: CITIGROUP GLOBAL MARKETS LIMITED By Name: Title: Schedule I Underwriters 1. Piper Jaffray & Co. 2. Citigroup Global Markets Limited 3. Cowen and Company, LLC 4. Stephens Inc. Schedule II Selling Shareholders 1. AleSta Beteiligungs GmbH 2. Dr. Ingo Ederer 3. Franz Industriebeteiligungen AG 4. Prof. Dr. Joachim Heinzl 5. Startkapital-Fonds Augsburg GmbH 6. Technologie Beteiligungsfonds Bayern GmbH & Co. KG Annex A Chief Financial Officer’s Certificate The undersigned, Rudolf Franz, Chief Financial Officer of voxeljet AG, a stock corporation incorporated in the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Augsburg under the number HRB 27999 (the “ Company ”), in connection with the offering of up to 5,000,000 American Depositary Shares (the “ ADSs ”) representing one-fifth of an ordinary share of the Company, with a €1.00 nominal value per ordinary share, pursuant to Section 8(e) of that certain Underwriting Agreement, dated as of April [ ], 2014 (the “ Underwriting Agreement ”), by and among the Company, certain Selling Shareholders (as defined therein), and Piper Jaffray & Co. and Citigroup Global Markets Limited , as representatives of the several underwriters named in Schedule I thereto (collectively, the “ Underwriters ”) (capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Underwriting Agreement), hereby certifies, on behalf of the Company, that: (a) I am duly elected, qualified and am acting in the capacity set forth above, am familiar with the facts certified herein and have made any and all additional inquiries necessary in my judgment in order to make the certifications herein. (b) I have reviewed each of the circled items identified on the copies of the Company’s preliminary prospectus, dated April [ ], 2014 and filed with the Securities and Exchange Commission (the “ SEC ”) on April [ ], 2014, and the Company’s final prospectus, dated April [ ], 2014 and filed with the SEC on April [ ], 2014 (together, the “ Prospectuses ”), attached hereto as Exhibit A , regarding certain financial and statistical information and other related matters (the “ Financial and Statistical Information ”). (c) After reasonable inquiry, nothing has come to my attention that causes me to believe that the Financial and Statistical Information was not true, correct, accurate and complete in all material respects as of the date such statement was made. (d) The Financial and Statistical Information has been computed by the Company from its accounting records. (e) The Financial and Statistical Information is stated on a basis substantially consistent with that of the audited financial statements included in the Prospectuses; (f) Nothing has come to my attention that causes me to believe that any modifications should be made to the Financial and Statistical Information included in the Prospectuses. (g) The Underwriters, the Underwriters’ counsel and the Company’s counsel are entitled to rely on this Chief Financial Officer’s Certificate in connection with the transactions contemplated by the Underwriting Agreement. IN WITNESS WHEREOF , I have hereunto set my hand to this Chief Financial Officer’s Certificate as of the date first written above. VOXELJET AG By: Rudolf Franz Chief Financial Officer Annex B Written Testing-the-Waters Communication Exhibit A FORM OF PRICING AGREEMENT PRICING AGREEMENT dated among , 2014 (1) voxeljet AG, a stock corporation incorporated in the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Augsburg under the number HRB 27999 (the “ Company ”), (2) the Selling Shareholders named on Schedule II to the Underwriting Agreement (as defined below) (the “ Selling Shareholders ”), and (3) Piper Jaffray & Co. and Citigroup Global Markets Limited , as representatives of the several underwriters named on Schedule I to the Underwriting Agreement (the “ Other Underwriters ”). Piper Jaffray & Co. and Citigroup Global Markets Limited are collectively referred to as the “ Representatives” ; the Representatives together with the Other Underwriters are referred to as the “ Underwriters ”. RECITAL Pursuant to the terms of an underwriting agreement dated , 2014 (the “ Underwriting Agreement ”): (I) the Company previously issued the New Shares, and the several Underwriters, through Citigroup Global Markets Limited, acting for the account of the several Underwriters, subscribed for and purchased the New Shares for an aggregate amount equal to the Aggregate Issue Price; (II) subject to the terms and conditions set forth herein and the Underwriting Agreement, and on the basis of the representations, warranties and agreements set forth herein and in the Underwriting Agreement, the Company agrees to issue and sell to the several Underwriters, and each of the Underwriters, agrees to underwrite and purchase from the Company, severally and not jointly, the respective number of New Shares set forth opposite the names of the Underwriters in Schedule I hereto under the column captioned “Number of New Shares to be Subscribed,” subject to adjustments in accordance with Section 13 of the Underwriting Agreement, each at the Purchase Price (as defined below) multiplied by the number of ADSs representing one Ordinary Share, less the Issue Price paid per Ordinary Share; and (III) subject to the terms and conditions set forth herein and the Underwriting Agreement, and on the basis of the representations, warranties and agreements set forth herein and in the Underwriting Agreement, each of the Selling Shareholders agrees to sell to the several Underwriters and each of the Underwriters agrees to underwrite and purchase from the Selling Shareholders, severally and not jointly, (x) the respective number of Existing Shares set forth opposite the names of the Underwriters in 1 Schedule I hereto under the column captioned “Number of Existing Shares to be Purchased,” and (y) in the event the over-allotment option is exercised pursuant to Section 2.5 of the Underwriting Agreement, the number of Option Shares specified in the notice from the Representatives to the Selling Shareholders referenced in Section 2.5(a) of the Underwriting Agreement, pro rata to their shareholding in the Existing Shares, each at the Purchase Price multiplied by the number of ADSs representing one Ordinary Share. The respective amounts of Existing Shares to be sold by the Selling Shareholders are set forth opposite their names in Schedule II hereto. DEFINITIONS AND INTERPRETATION Each capitalized term used but not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. PURCHASE PRICE The Purchase Price shall be $[•] per ADS. APPLICABLE TIME “ Applicable Time ” means [•] [A/P].M., New York City time, on April [•], 2014. NUMBER OF SHARES TO BE SOLD The aggregate number of Shares to be sold to the Underwriters is 1,000,000. The total number of New Shares and Existing Shares shall be 600,000 and 400,000, respectively. The maximum aggregate number of Option Shares shall be 150,000. The number of New Shares and Existing Shares that each Underwriter has agreed to purchase under the terms and conditions of the Underwriting Agreement shall be as set forth opposite the names of the Underwriters in Schedule I hereto under the columns captioned “Number of New Shares to be Subscribed” and “Number of Existing Shares to be Purchased,” respectively REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to, and agrees with, the several Underwriters, that: (i) (ii) the Registration Statement has been declared effective by the Commission; and the Company has duly and validly taken all actions required to be taken for the due and proper authorization of the aforementioned Purchase Price and volume and to perform its obligations hereunder. ANNEXES Annex A hereto sets forth each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) prepared by the Company at or prior to the Applicable Time. 2 Annex B hereto sets forth a form of term sheet that the Underwriters may use without the consent of the Company pursuant to Section 7(b) of the Underwriting Agreement. MISCELLANEOUS Schedules and Annexes . Schedules I and II and Annexes A and B hereto form an integral part of this Pricing Agreement. Amendments or Waivers . No amendment or waiver of any provision of this Pricing Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by all parties hereto. Counterparts . This Pricing Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. [Signature Pages to Follow] 3 IN WITNESS WHEREOF, the parties hereto have caused this Pricing Agreement to be duly executed and delivered on the date first written above. voxeljet AG By Name: Title: Ingo Ederer Chief Executive Officer Selling Shareholders By Name: Title: Attorney-in-Fact Confirmed as of the date first above mentioned, on behalf of themselves and the other several Underwriters named in Schedule I hereto. PIPER JAFFRAY & CO. By Name: Title: CITIGROUP GLOBAL MARKETS LIMITED By Name: Title: SCHEDULE I Underwriter Piper Jaffray & Co Citigroup Global Markets Limited Cowen and Company, LLC Stephens Inc. Total (1) Number of New Shares to be Subscribed (1) 600,000 Number of Existing Shares to be Purchased 400,000 The Underwriters may purchase up to an additional 150,000 Option Shares, to the extent the option described in Section 2 of the Underwriting Agreement is exercised, in the proportions and in the manner described in the Agreement. SCHEDULE II Selling Shareholders Name Number of Existing Shares to be Sold Maximum Number of Option Shares Subject to Option AleSta Beteiligungs GmbH Dr. Ingo Ederer Franz Industriebeteiligungen AG Prof. Dr. Joachim Heinzl Startkapital-Fonds Augsburg GmbH Technologie Betiligungsfonds Bayern GmbH & Co. KG Total 400,000 150,000 Annex A Issuer Free Writing Prospectuses [•] Annex B Pricing Term Sheet Exhibit B FORM OF SUBSCRIPTION CERTIFICATE Citigroup Global Markets Limited Citigroup Centre Canada Square London E14 5LB Vereinigtes Königreich 1./2. Ausfertigung Zeichnungsschein Mit Beschluss vom 11. Oktober 2013 hat die Hauptversammlung der voxeljet AG, Augsburg, eingetragen im Handelsregister des Amtsgerichts Augsburg unter HRB 27999 (die “ Gesellschaft ”), den Vorstand ermächtigt, mit Zustimmung des Aufsichtsrats das Grundkapital der Gesellschaft in der Zeit bis zum 10. Oktober 2018 einmalig oder mehrmals um insgesamt bis zu EUR 1.560.000 (in Worten: eine Million fünfhundertsechzigtausend Euro) durch Ausgabe von bis zu 1.560.000 (in Worten: eine Million fünfhundertsechzigtausend) neuen auf den Namen lautenden Stammaktien gegen Bareinlagen oder Sacheinlagen zu erhöhen (“ Genehmigtes Kapital ”). Den Aktionären ist grundsätzlich ein Bezugsrecht einzuräumen (§ 5 Absatz 2 der Satzung). Das gesetzliche Bezugsrecht kann auch in der Weise gewährt werden, indem die neuen Aktien von einem Kreditinstitut oder einem nach § 53 Abs. 1 Satz 1 oder nach § 53b Abs. 1 Satz 1 oder Abs. 7 des Gesetzes über das Kreditwesen tätigen Unternehmen mit der Verpflichtung übernommen werden, sie den Aktionären mittelbar im Sinne von § 186 Abs. 5 AktG zum Bezug anzubieten. Der Vorstand entscheidet mit Zustimmung des Aufsichtsrats über den weiteren Inhalt der Aktienrechte und die Bedingungen der Aktienausgabe (§ 5 Absatz 3 der Satzung). Das Genehmigte Kapital wurde in § 5 der Satzung der Gesellschaft aufgenommen. Die Satzungsänderung wurde am 17. Oktober 2013 in das Handelsregister der Gesellschaft eingetragen. Der Vorstand hat am 28. März 2014 mit Zustimmung des Aufsichtsrats vom 28. März 2014 beschlossen, das Grundkapital der Gesellschaft von EUR 3.120.000,00 gegen Bareinlagen um bis zu EUR 1.560.000,00 (in Worten: eine Million fünfhundertsechzigtausend Euro) auf bis zu EUR 4.680.000,00 (in Worten: vier Millionen sechshundertachzigtausend Euro) durch Ausgabe von bis zu 1.560.000 (in Worten: eine Million fünfhundertsechzigtausend) neuen, auf den Namen lautenden Stammaktien ohne Nennbetrag mit Gewinnanteilberechtigung ab dem Beginn des laufenden Geschäftsjahres zum Ausgabebetrag von EUR 1,00 je auszugebender Stammaktie zu erhöhen. Zur Zeichnung von bis zu 1.560.000 (in Worten: eine Million fünfhundertsechzigtausend) neuen, auf den Namen lautenden Stammaktien zum Ausgabebetrag von EUR 1,00 je Stammaktie wurde die Citigroup Global Markets Limited, eingetragen im Unternehmensregister des Companies House of England and Wales unter Company Number 01763297, mit der Maßgabe zugelassen, dass diese (i) den Aktionären Aktien im Verhältnis ihrer Anteile an dem bisherigen Grundkapital zum Bezug anbietet (mittelbares Bezugsrecht), d.h. im Verhältnis [ ] : [ ], sowie dass (ii) diese und das Bankenkonsortium die neuen Aktien, für die kein Bezugsrecht ausgeübt wird, am U.S.-Kapitalmarkt mittels American Depositary Shares (“ ADSs ”) platziert und sichergestellt ist, dass die Citigroup Global Markets Limited den Unterschiedsbetrag zwischen dem Gesamtausgabebetrag für die neuen Stammaktien und dem Platzierungserlös für die sie repräsentierenden ADSs nach Maßgabe eines Wertpapierübernahmevertrags unter Abzug einer in diesem Wertpapierübernahmevertrag näher festzulegenden Provision sowie der Kosten und Auslagen an die Gesellschaft abführt. Wir zeichnen und übernehmen hiermit Stück [ ] neue, auf den Namen lautende Stammaktien ohne Nennbetrag mit Gewinnanteilberechtigung ab dem laufenden Geschäftsjahr zum geringsten Ausgabebetrag von EUR 1,00 je Stammaktie nach der Maßgabe des Beschlusses des Vorstands vom 28. März 2014 mit Zustimmung des Aufsichtsrats vom 28. März 2014 und zahlen auf diese Stammaktien den gesamten Ausgabebetrag von EUR 1,00 je Aktie, das sind insgesamt EUR [ ] (in Worten: [ ] Euro), durch Gutschrift auf das bei der HypoVereinsbank, Augsburg, zins- und provisionsfrei geführte “Sonderkonto Kapitalerhöhung 2014” (IBAN DE08720200700021795194, BIC HYVEDEMM408) der Gesellschaft ein. Darüber hinaus gehende Nebenverpflichtungen im Sinne des § 185 Abs. 1 Satz 3 Nr. 2 AktG sind nicht festgesetzt und werden von uns nicht übernommen. Die Zeichnung wird unverbindlich, wenn die Durchführung der Kapitalerhöhung nicht bis zum 30. April 2014, 24:00 Uhr (MESZ), in das Handelsregister des Amtsgerichts Augsburg eingetragen ist. Frankfurt am Main, den 4. April 2014 Citigroup Global Markets Limited [] als mit Vollmacht vom 26. März 2014 bevollmächtigte Vertreter(in) der Citigroup Global Markets Limited Exhibit C FORM OF BANK CERTIFICATE [ Briefkopf der HypoVereinsbank ] voxeljet AG Vorstand Paul-Lenz-Straße 1b 86316 Friedberg Einzahlungsbestätigung (gemäß §§ 203 Abs. 1 S. 1, 188 Abs. 2 i.V. mit §§ 36 Abs. 2, 36a Abs. 1, 37 Abs. 1 AktG) voxeljet AG, AG Augsburg, HRB 27999 Kapitalerhöhung 2014 Zur Vorlage beim Amtsgericht Augsburg — Handelsregister — bestätigen wir hiermit hinsichtlich der vom Vorstand am 28. März 2014 mit Zustimmung des Aufsichtsrats der voxeljet AG am 28. März 2014 beschlossenen Kapitalerhöhung um bis zu EUR 1.560.000,00 (in Worten: eine Million fünfhundertsechzigtausend Euro), auf Grund derer insgesamt [ ] neue, auf den Namen lautende Stammaktien ohne Nennbetrag gezeichnet wurden, dass wir heute der voxeljet AG Augsburg auf einem bei uns geführten zins- und provisionsfreien ,,Sonderkonto Kapitalerhöhung 2014” (Kontonummer 21795194, IBAN DE08720200700021795194, BIC HYVEDEMM408) der voxeljet AG 100% des dafür festgesetzten Ausgabebetrages von EUR 1,00 je neuer, auf den Namen lautender Stammaktie, also insgesamt [EUR ] [(in Worten: Euro [ ])], gutgeschrieben haben. Dieser Betrag steht endgültig zur freien Verfügung des Vorstands der voxeljet AG. Augsburg, den [ 7. ] April 2014 Exhibit D FORM OF GLOBAL CERTIFICATE WKN: A1X 3WJ voxeljet AG ISIN: DE000A1X3WJ5 mit Sitz in Augsburg Ordnungs-Nr. 002 Globalurkunde über bis zu [ ] auf den Namen der Citigroup Global Markets Deutschland AG, Frankfurt am Main, lautende Stammaktien in Form von Stückaktien Aktiennummern 3.120.001 bis [ ] Die Anzahl der in dieser Globalurkunde verbrieften und begebenen Aktien ergibt sich aus der aktuellen virtuellen Depotdokumentation der Clearstream Banking AG. Diese Globalurkunde ist ausschließlich zur Verwahrung bei der Clearstream Banking AG, Frankfurt am Main, bestimmt. Zu dieser Globalurkunde wurde kein Globalgewinnanteilsschein ausgefertigt. Die in dieser Globalurkunde verbrieften Aktien sind ab dem 01. Januar 2014 gewinnberechtigt. Augsburg, im April 2014 voxeljet AG Dr. Ingo Ederer Vorstand Peter Nietzer Vorsitzender des Aufsichtsrats Exhibit E FORM OF LOCK-UP LETTER [ ], 2014 PIPER JAFFRAY & CO. CITIGROUP GLOBAL MARKETS LIMITED As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement referred to below c/o Piper Jaffray & Co. 800 Nicollet Mall Minneapolis, Minnesota 55402 Re: voxeljet AG — Follow-On Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “ Underwriting Agreement ”) with voxeljet AG, a stock corporation incorporated in the Federal Republic of Germany (the “ Company ”), and the Selling Shareholders listed on Schedule II to the Underwriting Agreement, providing for the public offering (the “ Offering ”) by the several Underwriters named in Schedule I to the Underwriting Agreement (the “ Underwriters ”) of American Depositary Shares (“ ADSs ”) representing registered ordinary shares of the Company, €1.00 nominal value per ordinary share (the “ Registered Shares ”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Offering of the ADSs, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the public offering date set forth on the Statutory Prospectus (the “ Lock-Up Period ”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Registered Shares or ADSs or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Registered Shares or ADSs (including without limitation, Registered Shares or ADSs which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the United States Securities and Exchange Commission and Registered Shares or ADSs which may be issued upon exercise of a stock option or warrant), whether now owned or hereafter acquired (the “ Lock-Up Securities ”) ; (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Registered Shares or ADSs or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Registered Shares or ADSs or any security convertible into or exercisable or exchangeable for Registered Shares or ADSs ; or (4) publicly disclose the intention to do any of the foregoing. Notwithstanding the foregoing, the undersigned may transfer the Lock-Up Securities (i) as a bona fide gift or gifts, (ii) to an immediate family member or any trust for the direct or indirect benefit of the undersigned or one or more members of the immediate family of the undersigned, (iii) to any corporation, partnership or limited liability company, all of the shareholders, partners or members of which consist of the undersigned and/or one or more members of such undersigned’s immediate family, (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (B) to limited partners, limited liability company members or stockholders of the undersigned as distributions of Registered Shares or ADSs or any security convertible into or exercisable for Registered Shares or ADSs, (v) if the undersigned is a trust, to the beneficiary of such trust, (vi) by testate succession or intestate succession, (vii) in transactions relating to Registered Shares or ADSs or any security convertible into or exercisable for Registered Shares or ADSs acquired in open market transactions after the completion of the Offering or (viii) pursuant to the Underwriting Agreement ; provided , the exceptions provided in clauses (ii) through (vi) shall apply only if such transfer shall not involve a disposition for value ; and provided, further , the exceptions provided in clauses (i) through (vii) shall apply only if (y) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer and (z) no filing by any party under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), shall be required or shall be made voluntarily in connection with such transfer. For purposes of this Lock-Up Letter, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the foregoing restrictions shall not apply to (i) the establishment of any contract, instruction or plan (a “ Plan ”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the Lock-Up Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities. If the undersigned is a supervisory or management board member of the Company, (i) each of the Representatives agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Registered Shares or ADSs, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such supervisory or management board member shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, the Depositary and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that the undersigned shall be released from all obligations under this Lock-Up Letter if (i) either the Company or the Underwriters notifies the other party in writing that they do not intend to proceed with the Offering, (ii) the Underwriting Agreement does not become effective by July 31, 2014, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the ADSs to be sold thereunder. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Lock-Up Letter. Notwithstanding the foregoing, this Lock-Up Letter cannot be terminated without the written consent of the Representatives prior to April 16, 2014. The Underwriters hereby agree and confirm that this Agreement supersedes the lock-up agreement executed by the undersigned in connection with the initial public offering of the Company (the “ Earlier Lock-Up Agreement ”) and hereby terminates the Earlier Lock-Up Agreement. This Lock-Up Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. This Lock-Up Letter shall not be effective until the date first set forth above. (Signature Page Follows) Very truly yours, [NAME OF LOCK-UP PARTY] By: Name: Title: Exhibit F FORM OF PRESS RELEASE voxeljet AG [Date] voxeljet AG (the “Company”) announced today that Piper Jaffray & Co. and Citigroup Global Markets Limited, the joint book-running managers in the Company’s recent public offering, are [waiving] [releasing] a lock-up restriction with respect to [ ] [ADSs][Company’s registered shares] held by [certain management board members or supervisory board members] [a management board member or supervisory board member] of the Company. The [waiver] [release] will take effect on [ insert date ], and the [ADSs][registered shares] may be sold or otherwise disposed of on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit 5.1 Skygarden Erika-Mann-Straße 5 80636 München Deutschland +49 (0) 89 21 21 63 0 Main +49 (0) 89 21 21 63 73 Fax www.dechert.com voxeljet AG Vorstand Paul-Lenz-Strasse 1b 86316 Friedberg BERTHOLD A. HUMMEL Sekretariat: Marcella Huber [email protected] +49 (0) 89 21 21 63 67 Direct April 7, 2014 Re: voxeljet AG Ladies and Gentleman, 1. We are acting as special German counsel to voxeljet AG (the “ Company ”), a German stock corporation ( Aktiengesellschaft ) organized under the laws of Germany, in connection with the proposed offer, issuance and sale of up to 5,750,000 American Depositary Shares evidenced by American Depositary Receipts (the “ ADSs ”), each representing an ownership interest of one-fifth of an ordinary registered share of the Company with a nominal value of € 1.00 per share, the underlying shares consisting of (i) 600,000 ordinary shares to be issued by the Company from a capital increase using the Company’s authorized capital ( Genehmigtes Kapital ) in accordance with Section 5 of the Company’s articles of association resolved by the management board of the Company with the approval of the supervisory board on March 28, 2014, whereby the share capital of the Company was increased from € 3,120,000 by € 600,000 to € 3,720,000 through the issuance of 600,000 registered, no par value new shares in the Company each with a A list of partners is available for inspection at the above address Almaty Austin Beijing Boston Brussels Charlotte Chicago Dubai Dublin Frankfurt Hartford Hong Kong London Los Angeles Luxembourg Moscow Munich New York Orange County Paris Philadelphia Princeton San Francisco Silicon Valley Tbilisi Washington, D.C. nominal value of € 1.00 per share as to be registered with the commercial register of the local court ( Amtsgericht ) of Augsburg on or around April 10, 2014 (the “ New Shares ”), (ii) 400,000 existing ordinary shares from the holdings of the following shareholders of the Company, AleSta Beteiligungs GmbH, Dr. Ingo Ederer, Franz Industriebeteiligungen AG, Prof. Dr. Joachim Heinzl, Startkapital-Fonds Augsburg GmbH and Technologie Beteiligungsfonds Bayern GmbH & Co. KG on a pro rata basis of their shareholdings in the Company (the “ Old Shares ”), and (iii) 150,000 existing ordinary shares from the holdings of AleSta Beteiligungs GmbH, Dr. Ingo Ederer, Franz Industriebeteiligungen AG, Prof. Dr. Joachim Heinzl, Startkapital-Fonds Augsburg GmbH and Technologie Beteiligungsfonds Bayern GmbH & Co. KG on a pro rata basis of their shareholdings in the Company to cover over-allotments, if any (the “ Option Shares ”). In our capacity as such counsel, we are familiar with (i) the proceedings relating to the creation of the Company as a German stock corporation organized under the laws of Germany, and (ii) the proceedings taken and proposed to be taken by the Company in connection with the issuance of the New Shares. 2. This opinion is being furnished in connection with the registration statement (as amended through the date hereof, the “ Registration Statement ”) on Form F-1 filed by the Company with the Securities and Exchange Commission on March 27, 2014 pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations promulgated thereunder (the “ Rules ”). 3. In arriving at the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) the Registration Statement; 2 (b) the articles of association ( Satzung ) of the Company as in effect on the date hereof; (c) an excerpt from the commercial register ( Handelsregister ) in Augsburg, Germany, with respect to the Company; (d) executed copies of the resolutions adopted by the Company’s management board on March 28, 2014 and of the Company’s supervisory board on March 28, 2014 and on April 4, 2014, resolving on the capital increase and its execution and thereby issuing the New Shares (the “ New Shares Resolutions ”); (e) the draft, in substantially final form, of the application (the “ Application ”) for the registration of the New Shares with the commercial register in Augsburg, to be executed by the Company and by the chairman of the supervisory board ( Aufsichtsratsvorsitzender ) on April 4, 2014; and (f) such other documents and corporate records of the Company and such other instruments and certificates of officers and representatives of the Company and such other persons as we deemed appropriate as a basis for the opinions expressed below. 4. In rendering the opinions expressed below, we have relied, without independent verification, upon the following assumptions: (i) The authenticity of all documents submitted to us as originals; (ii) The New Shares Resolutions have been duly registered with the commercial register of the local court ( Amtsgericht ) of Augsburg; (iii) The conformity with their respective original documents of all documents submitted to us as copies, and the authenticity of the originals of such copied documents; 3 (iv) (v) (vi) 5. The genuineness of all signatures (other than on behalf of the Company) on all documents submitted to us; That any natural person signing any agreement, instrument or other document was legally competent at the time of execution; and The accuracy as to factual matters of each document we have reviewed. On the basis of and in reliance upon the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that: The Company is a German stock corporation ( Aktiengesellschaft ) duly registered with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Augsburg, Federal Republic of Germany, and validly existing under the laws of the Federal Republic of Germany. The Old Shares, the New Shares and the Option Shares are duly authorized and will, when sold as contemplated by the Registration Statement, be validly issued, fully paid and non-assessable. 6. This opinion is subject to the following: The foregoing opinion is limited to the laws of Germany and we express no opinion as to the laws of any other jurisdiction. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our office under the caption “ Legal Matters ” in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules. 4 Best regards, Dechert LLP /s/ Berthold Hummel Berthold Hummel Rechtsanwalt Partner 5 EXHIBIT 8.1 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com April 7, 2014 voxeljet AG Paul-Lenz Straße 1b 86316 Friedberg, Germany Re: voxeljet AG Registration Statement on Form F-1 Ladies and Gentlemen: We have acted as counsel for voxeljet AG, a corporation registered with the commercial register of the local court ( Amtsgericht ) of Augsburg under the number HRB 27999 (the “ Company ”), with respect to certain legal matters in connection with the registration statement on Form F-1 (Registration No. 333-194843) (as filed and amended, the “ Registration Statement ”) filed by the Company on March 27, 2014 with the Securities and Exchange Commission (the “ Commission ”) registering ordinary shares of the Company, €1.00 nominal value per share, under the Securities Act of 1933, as amended (the “ Act ”). You have requested our opinion concerning the statements in the Registration Statement under the captions “United States Taxation of ADSs and Ordinary Shares” and “Additional United States Federal Income Tax Consequences.” This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Company as to factual matters. In addition, this opinion is based upon the factual representations of the Company concerning its business, properties and governing documents as set forth in the Registration Statement. In providing this opinion, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification. We are opining herein as to the effect on the subject transaction only of the federal income tax laws of the United States and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. Based on such facts, assumptions and representations and subject to the limitations set forth herein and in the Registration Statement, we hereby confirm that all statements of legal conclusions set forth under the captions “United States Taxation of ADSs and Ordinary Shares” and “Additional United States Federal Income Tax Consequences” in the Registration Statement constitute the opinion of Dechert LLP with respect to the matters contained therein as of the effective date of the Registration Statement, and are conditioned upon the assumptions, qualifications and limitations set forth therein. No opinion is expressed as to any matter not discussed herein. This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement, may affect the conclusions stated herein. This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement. This opinion may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent, except that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act, or the rules or regulations of the Commission promulgated thereunder. Very truly yours, /s/ Dechert LLP 2 Exhibit 8.2 Skygarden Erika-Mann-Straße 5 80636 München Deutschland +49 (0) 89 21 21 63 0 +49 (0) 89 21 21 63 73 www.dechert.com Confidential voxeljet AG Vorstand Paul-Lenz-Strasse 1b 86316 Friedberg HANS STAMM Sekretariat: Anna-Lisa Pinto [email protected] +49 (0) 89 21 21 63 22 Main Fax Direct April 7, 2014 Re: voxeljet AG Ladies and Gentleman, 1. We have acted as special German tax counsel to voxeljet AG, a German stock corporation organized under the laws of the Federal Republic of Germany (the “ Company ”) in connection with the registration statement on Form F-1, including the prospectus contained therein (together, the “ Registration Statement ”), filed by the Company with the U.S. Securities and Exchange Commission (the “ Commission ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”) and the rules and regulations promulgated thereunder (the “ Rules ”) on March 27 2014, in connection with the issuance and sale by the Company of American Depositary Shares evidenced by American depositary receipts (the “ ADSs ”), which represent ordinary shares of the Company with a nominal value of €1.00 per Ordinary Share (the “ Ordinary Shares ” and together with the ADSs, the “ Offered Securities ”). 2. In arriving at the opinion expressed below, we have examined and relied upon the following documents: (a) (b) the Registration Statement; the form of underwriting agreement to be entered into in connection with the issuance and sale by the Company of the Offered Securities to the several underwriters (the “ Underwriters ”) by and among the Company, the selling shareholders party thereto and Piper Jaffray & Co. and Citigroup Global Markets Limited, London, UK, for A list of partners is available for inspection at the above address Almaty Austin Beijing Boston Brussels Charlotte Chicago Dubai Dublin Frankfurt Hartford Hong Kong London Los Angeles Luxembourg Moscow Munich New York Orange County Paris Philadelphia Princeton San Francisco Silicon Valley Tbilisi Washington, D.C. themselves and as representatives of other Underwriters (the “ Underwriting Agreement ”), filed as Exhibit 1.1 to the Registration Statement; (c) the deposit agreement (the “ Deposit Agreement ”), dated as of October 23, 2013, by and among the Company, Citibank, N.A., as Depositary, and all holders and beneficial owners of American Depositary Shares issued thereunder (the Underwriting Agreement and the Deposit Agreement, collectively, the “ Documents ”); and (d) any other documents referred to in the Registration Statement that in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. 3. In rendering the opinion set forth below, we have, without independent investigation, assumed the following: (i) that the respective parties to all Documents and all persons having obligations there under will act in all respects at all relevant times in conformity with the requirements and provisions of the Documents; and (ii) no person will conduct any activities on behalf of the Company other than as contemplated by the Documents. 4. (a) The opinion is based on German tax law (including generally published (i) decisions by German tax courts and (ii) interpretation circulars issued by German tax authorities as in effect on the date hereof). (b) The opinion may be affected by amendments to the tax law or to the regulations thereunder or by subsequent judicial or administrative interpretations thereof, which might be enacted or applied with retroactive effect for the current tax assessment period. We express 2 no opinion herein other than as to the tax law of the Federal Republic of Germany as in effect on the date hereof. 5. Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, the legal statements set forth under the heading “Taxation” in the sub sections “German Taxation”, “German Taxation of ADSs”, “Withholding Tax Refund for U.S. Treaty Beneficiaries” and “German Inheritance and Gift Tax”, insofar as such statements discuss the material German tax consequences for a U.S. holder of acquiring, owning and disposing of the ADSs, represent our opinion with respect to and limited to the matters referred to therein. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and further consent to the use of our opinion under the heading “Taxation” in the Registration Statement. We also consent to the references to our firm under the headings “Taxation” and “Legal Matters” in the Registration Statement. In giving these consents, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules. 6. This opinion is addressed to and solely for the benefit of the Company and is not intended to create third party rights pursuant to Section 328 of the German Civil Code ( Bürgerliches Gesetzbuch ) ( Vertrag zu Gunsten Dritter or Vertrag mit Schutzwirkung zu Gunsten Dritter ) and, except with our prior written consent, is not to be transmitted or disclosed to or used or relied upon by any other person, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of U.S. federal securities law. 7. This opinion is to be governed by and construed in accordance with German law as of the date hereof and the competent courts of Frankfurt am Main, Germany, shall have exclusive jurisdiction in connection with any disputes arising hereunder or in relation hereto. 3 Best regards, Dechert LLP /s/ Hans Stamm Hans Stamm Partner 4 Exhibit 23.2 Consent of Independent Registered Public Accounting Firm The Supervisory Board voxeljet AG: We consent to the use of our report dated March 27, 2014 with respect to the statements of financial position of voxeljet AG as of December 31, 2013 and 2012, and the related statements of comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2013 included herein and to the reference to our firm under the heading “Experts” in the prospectus. [s] KPMG AG Wirtschaftsprüfungsgesellschaft Munich, Germany April 7, 2014