there is a risk that the compensation we provided to them may be deemed to be insufficient and we may be required under German law to increase the compensation due to such employees for the use of the patents. In those cases where employees have not assigned their interests to us, we may need to pay compensation for the use of those patents. If we are required to pay additional compensation or face other disputes under the German Act on Employees' Inventions, our results of operations could be adversely affected.

If we fail to comply with our obligations under our intellectual property-relatedproperty- 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

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

Risks related to our ADSs

The price of our ADSs may fluctuate significantly.

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

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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;



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the mix of products that we sell, and related services that we provide, during any period;

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delays between our expenditures to develop and market new products and the generation of sales from those products;





•

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



•

changes in our expenditures to promote our products and services;



•

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



•

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



•

announcements of acquisitions by us or one of our competitors;



•

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



•

changes in regulatory policies or tax guidelines;



•

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



•

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



•

general economic trends and other external factors.

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

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

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

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

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

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

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

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

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

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

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        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

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governance. This allows us to follow German corporate law and the German Corporate Governance Code, which differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the New York Stock Exchange.

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

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

        As a foreign private issuer, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. The determination of foreign private issuer status is made annually on the last business day of an issuer's most recently completed second fiscal quarter. Accordingly, we will next make a determination with respect to our foreign private issuer status on June 30, 2015.2016. There is a risk that we will lose our foreign private issuer status in the future.

        We would lose our foreign private issuer status if, for example, more than 50% of our assets are located in the United States and we continue to fail to meet additional requirements necessary to maintain our foreign private issuer status. As of December 31, 2014, an immaterial amount2015, approximately 5% of our assets were located in the United States, although this may changeincrease 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

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

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

        We are an "emerging growth company," as defined in the Jumpstart our Business Startups Act, or the JOBS Act, and we intend to take advantage of certain exemptions from various reporting and governance requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and other public filings. We cannot predict if investors

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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.

        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.

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

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

        Our compliance with Section 404 will requiresrequire 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

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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

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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 controlthe design and operations of controls over financial reportingnon-standard transactions which could, if not remediated, result in material misstatements in our financial statements.

        In connection with the preparation of our financial statements as of December 31, 2014,2015, we concluded there is a material weakness in the design and operations of controls over non-standard transactions including significant unusual transactions which are material weaknessesnot reviewed in internal control over financial reporting.sufficient detail by personnel with appropriate technical expertise to ensure that the accounting treatment in accordance with IFRS is appropriate. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. See "Item 15. Controls and Procedures."

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

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

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

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financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These laws and regulations could also make it more difficult and expensive for us to attract

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and retain qualified persons to serve on our supervisory board or its committees or on our management board. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of the ADSs, fines, sanctions and other regulatory action and potentially civil litigation.

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

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

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

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

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

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

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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

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on us, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ADSs to decline.

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

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

•

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



•

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

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

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

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

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

        In the event we were treated as a PFIC, U.S. holders (as defined in "Item 10. Additional Information—E. Taxation—U.S. Taxation of ADSs") of our ADSs could be subject to adverse U.S. federal income tax consequences. These consequences include the following: (i) if our ADSs are "marketable stock" for purposes of the PFIC rules and a U.S. holder makes a mark-to-market election

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with respect to its ADSs, the U.S. holder will be required to include annually in its U.S. federal taxable income an amount reflecting any year-end increase in the value of its ADSs, (ii) if a U.S. holder does not make a mark-to-market election, it may incur significant additional U.S. federal income taxes on income resulting from distributions on, or any gain from the disposition of, our ADSs, as such income generally would be allocated over the U.S. holder's holding period for its ADSs and subject to tax at the highest rates of U.S. federal income taxation in effect for such years, with an interest charge then imposed on the resulting taxes in respect of such income, and (iii) dividends paid by us would not be eligible for reduced individual rates of U.S. federal income tax. In addition, U.S. holders that own an interest in a PFIC are required to file additional U.S. federal tax information returns.

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

ITEM 4.    INFORMATION ON THE COMPANY

A.    HISTORY AND DEVELOPMENT OF THE COMPANY

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

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

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

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

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

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

        On October 1, 2014, we completed the acquisition of all outstanding shares of Propshop (Model Makers) Limited ("Propshop"). Propshop, which became voxeljet UK Ltd. ("Voxeljetvoxeljet UK"), a wholly-owned subsidiary of the Company, and continues to supportsupporting the film and entertainment industry as well as the consumer market for on-demand 3D printing services.

Table Following a review of Contentsthe financial performance of voxeljet UK and the current market environment, management decided in October 2015 to focus voxeljet UK's activities on selling high-speed, large-format 3D printers and on-demand parts services to industrial and commercial customers. As a result, the Company entered into an agreement in November 2015 with an investor group that includes the founder of Propshop to sell certain assets of voxeljet UK supporting certain business lines that serve customers in the film and entertainment industry, transfer certain employees and contractual arrangements and settle obligations under the earnout and employment agreement that was entered into with the managing director in connection with our acquisition of voxeljet UK.

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

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

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

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Capital Expenditures

        Our capital expenditures, excluding sale and leaseback transactions, amounted to €3.7€1.6 million, €11.2€2.7 million and €0.7€11.2 million, for the years ended December 31, 2015, 2014, and 2013, respectively. In 2015, our main capital expenditures were for plant and 2012, respectively.machinery. In 2014, our main capital expenditures were for licenses and plant and machinery. In 2013, our main capital expenditures were for the purchase of real property located in Friedberg, Germany for approximately €10 million (€2.8 million of which was recognized as an asset under construction since the completion of the building on the property was not finished until December 31, 2013), and the purchase of plants and machinery for approximately €0.5 million. For further information about the property we purchased in Friedberg, Germany, see "—D. Property, Plants and Equipment."

B.    BUSINESS OVERVIEW

Our Company

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

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

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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.segment and provide printers to customers under operating lease agreements. We also provide consumables, including particulate materials and proprietary chemical binding agents, maintenance contracts and spare parts to our customers.

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

        We sold our first 3D printer in 2002 and commenced our on-demand parts services business in 2003. As of December 31, 2014,2015, we had an installed base of 75107 printers worldwide, and we operated service centers in Germany, the United States, and the United Kingdom with approximately 43,000 and 13,000 square feet of production space, respectively.Kingdom. Our service centercenters in Germany and the United States near Detroit, Michigan began printing on-demand parts in the first quarter of 2015 and haseach have approximately 43,000 square feet of production space. We anticipate ourOur service center in the United States having similar printing capacity to our service center in Germany by the endKingdom has approximately 2,600 square feet of 2016.production space.

        Our revenues were €16.2 million, €11.7 million, and €8.7 million for the years ended December 31, 2014, 2013, and 2012, respectively.Table of Contents

Our Additive Manufacturing Technology

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

        The following is a graphical depiction illustrating our manufacturing process:

Our 3D Printers

        We currently produce six 3D printer platforms. Our 3D printers consist of a build box that includes a machine platform and a controller. Our 3D printers differ based on build box size and print speeds, but all utilize our technology and can support each of our existing material sets and each of our material sets that are currently in development. As of December 31, 2014,2015, we had an installed base of 75107 printers worldwide, which includes (i) printers in our service centers and (ii) printers which are no longer commercially available, but which we believe our customers continue to use.

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

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

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

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

•

shell molding and chromite sands;



•

additional PMMA-based plastics;



•

ceramics;



•

silicon carbide;



•

tungsten carbide;



•

wood powder; and



•

cement.

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On-demand Parts Services

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

        We recently expanded ourOur service centercenters in Germany which now containsand the United States each have approximately 43,000 square feet of production space. We believe thisOur service center is onein the United Kingdom has approximately 2,600 square feet of the largest additive manufacturing service centers in Europe.production space.

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

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

        In MarchOn October 1, 2014, we leased a 50,000 square foot facility near Detroit, Michigan which houses our North American service center. We began printing on-demand parts atcompleted the facility in the first quarteracquisition of 2015.

        In October 2014, we acquired all outstanding shares of Propshop. Founded in 2002, Propshop, is a physical and digital asset production company primarily focused on building props for the entertainment industry. Propshop is based at Pinewood Studios near London, England. In addition to manufacturing physical props, Propshop provides specialized 3D modelling and scanning facilities. Through the acquisition, Propshopwhich became voxeljet UK, a wholly-owned subsidiary of the Company, and continues to supportsupporting the film and entertainment industry, as well as the consumer market for on-demand 3D printing services. Following a review of the financial performance of voxeljet UK and the current market environment, management decided in October 2015 to focus voxeljet UK's activities on selling high-speed, large-format 3D printers and on-demand parts services to industrial and commercial customers.

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Our Customers

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

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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 26%21%, 41%,26% and 29%41% of total revenues for the years ended December 31, 2015, 2014, 2013, and 2012,2013, respectively. In the year ended December 31, 2014,2015, there were no customers who accounted for more than 10% of our revenues in this period.revenues. These customers primarily purchased 3D printers. Sales of on-demand parts and consumables tend to be from repeat customers that may utilize the capability of our on-demand parts service centers for one month or longer. Sales of 3D printers are low volume and generate significant revenues, but the same customers do not necessarily buy printers in each period. Timing of customer purchases is dependent on the customer's capital budgeting cycle, which may vary from period to period. The nature of the revenues from 3D printers does not leave us dependent upon a single or a limited number of customers. Rather, the timing of the sales can have a material effect on our period to periodperiod-to-period financial results.

Sales and Marketing

        We sell our 3D printers and related consumables both through our direct sales force and with the assistance of our network of more than 3020 sales agents globally. Our sales organization, including our dedicated sales, service and application engineers, is responsible for worldwide sales of our 3D printers and on-demand parts services, as well as for the management and coordination of our growing sales agent network. Our direct sales force focuses primarily on customers in Europe, North America and Asia Pacific, while our sales agents are responsible for facilitating sales in other areas of the world where we do not operate directly. We have entered into partnership agreements with each of our sales agents, which grant the sales agent the right to market our products in a specified territory on either an exclusive or non-exclusive basis, depending on the sales agent; however, all sales contracts for our products are entered into between us and our customers. Certain of these sales agents also provide maintenance services to customers in their specified territories. Our application engineers provide professional services through pre-sales support and assist existing customers so that they can take advantage of our latest consumables and techniques to improve part quality and machine productivity. This group also leverages our customer contacts to help identify new application opportunities that utilize our proprietary processes. As of December 31, 2014,2015, our worldwide sales staff for systems and parts consisted of 3231 employees. We also expect that our subsidiaries in Europe, North America and Asia Pacific will improve market access through local market development and allow the targeting of specific customers.

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

Services and Warranty

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

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Manufacturing and Suppliers

Manufacturing

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

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

Inventory and Suppliers

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

Research and Development

        We have an ongoing research and development program to develop new 3D printers and material sets and to improve and expand the capabilities of our existing 3D printers and related material sets. As of December 31, 2014,2015, we had various active research and development projects in different stages of completion. All research and development costs are charged to expense as incurred, as the criteria

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set forth in IAS 38 for capitalizing such costs have not yet been met. Our development efforts are augmented by development arrangements with research institutions, customers and suppliers of material and hardware, among others. In certain instances, such development arrangements involve commitments from us for prospective research and development expenditures. As of December 31, 2014, we had 49 employees working in our research and development department.

        In addition to our internally-developed technology platforms and the related software, we have licensed the rights to intellectual property developed by third parties through licensing agreements that may obligate us to pay a license fee or royalty, typically based upon a dollar amount per unit or a percentage of the revenues generated by such products. The amount of such royalties was not material to our results of operations or financial position for the years ended December 31, 20142015 and 2013.2014.

        Our research and development expenses were €5.5 million, €4.0 million, and €2.7 million, and €1.6 million for the years ended December 31, 2015, 2014, 2013, and 2012,2013, respectively.

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

•

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

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•

the development of new or enhanced proprietary chemical binding agents;



•

the development of new or enhanced binding mechanisms;



•

the mechanics of spreading powders in a build box;



•

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



•

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

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

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

Intellectual Property

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

        Patents.    As of February 28, 2015,29, 2016, we owned or co-owned 34co owned 35 issued U.S. patents and 1530 pending U.S. patent applications. In addition, we own or co-own patent rights in Europe, Asia, Brazil and Canada. In total, as of February 28, 20152016 our patent portfolio consisted of over 170 U.S. and international220 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 2032.2035. Our currently pending applications will generally remain in effect for 20 years from the date of the initial applications.

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

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

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, and Evonik IP GmbH each described in more detail below.

        In 2003, we entered into an agreement with Extrude Hone GmbH (now doing business as ExOne and parent company to Prometal RCT GmbH, the entity currently holding the transferred rights) related to patents and technologies using certain binders and sand-based casting methods. Under the terms of this agreement, we granted to ExOne exclusive rights to make and sell machines exploiting these technologies in return for a purchase by ExOne of a 40% ownership share in the relevant patents and related technologies and an ongoing obligation to pay royalties to us. We also agreed to a

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

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

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

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

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

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

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

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

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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.

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

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

Seasonality

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

Regulatory/Environmental Matters

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

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Germany

Legal Requirements for Manufacturing Sites

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

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

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

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

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        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.

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

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

Potential Liability for Products and Environmental Losses

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

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

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        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

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such policies. Any such violations, even if prohibited by our policies, could subject us to civil or criminal penalties or otherwise have an adverse effect on our business and reputation.

Legal Proceedings

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

Insurance

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

Geographic Information

        Our revenues by geographic region for the year ended December 31, 20142015 were EMEA 76%, Asia Pacific 11% and Americas 13%, as compared to EMEA 65%, Asia Pacific 27% and Americas 8%, as compared to EMEA 97%, Asia Pacific 1% and Americas 2% for the same period in 2013, and EMEA 85%, Asia Pacific 11% and Americas 4.0% for the same period in 2012.2014. See Item 5. Operating and Financial Review and Prospects—A. Operating Results."

C.    ORGANIZATIONAL STRUCTURE

        We maintain twothree wholly-owned subsidiaries, Voxeljetvoxeljet America,voxeljet UK, andvoxeljet India. Our subsidiaryvoxeljet China, is an equity joint venture with Suzhou Meimai Fast Manufacturing Technology Co., Ltd. ("Meimai") which is controlled byvoxeljet, which holds a supermajority 95.825% interest in the joint venture after the injection of America and Voxeljet UK.

the first tranche of capital. On February 5, 2014, our subsidiary, Voxeljet

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

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

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

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

D.    PROPERTY, PLANTS AND EQUIPMENT

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

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

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        We had leased our corporate headquarters and German on-demand parts service center through the first quarter of 2014. We made aggregate lease and sublease payments for these facilities in 2013 and 2012 of €0.3 million and €0.3 million, respectively.million.

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

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

        In October 2014, we acquired all outstanding shares of Propshop. Propshop, is based at Pinewood Studios near London, England. In addition to manufacturing physical props, Propshop provides specialized 3D modelling and scanning facilities. Propshop leaseswhich became voxeljet UK. We maintain approximately 13,0002,600 square feetfoot of office and production space at Pinewood Studios.

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

ITEM 4A.    UNRESOLVED STAFF COMMENTS

        None.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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

A.    OPERATING RESULTS

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

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        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 and have since been a public company.

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

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 sellingno longer sell test machines in the future.machines.

        In our Services segment, we print on-demand custom parts for our customers. At our service centers, 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, 2014,2015, we had an installed base of 75107 printers worldwide, which includes test machines and 3D printers installed at our customers' premises and in our service centers, and we operated service centers in Germany, the United States, and the United Kingdom with approximately 43,000 and 13,000 square feet of production space, respectively.Kingdom. Our service centercenters in Germany and the United States near Detroit, Michigan began printing on-demand parts in the first quarter of 2015 and haseach have approximately 43,000 square feet of production space. We anticipate ourOur service center in the United States having similar printing capacity to our service center in Germany by the endKingdom has approximately 2,600 square feet of 2016.production space.

        Our revenues were €24.1 million, €16.2 million, €11.7 million, and €8.7€11.7 million for the years ended December 31, 2015, 2014, 2013, and 2012,2013, respectively.

        Our profitnet result declined by €1.6€5.3 million to a net loss of €4.3€9.6 million in 20142015 compared to a loss of €2.7€4.3 million in 20132014 resulting from higher operating expenses in all areas of our operations.operations as well as the € 2.7 million restructuring charges related to our subsidiaryvoxeljet UK. The reversal of the accruals related to our Long Term Cash Incentive Plan, or LTCIP (as described in more detail under "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions"), had a negativepositive impact of €0.5 million on our profit. As the targets of the second performance period of the LTCIP have not be fulfilled, the accrual has been completely released. Our expenses decreased accordingly.

Seasonality

        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

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"Item "Item 3. Key Information—D. 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.

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

Outlook

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

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

•

Elimination of design constraintsconstraints;



•

Reduced cost of complexitycomplexity;



•

Mass customizationcustomization;



•

Reduced time to marketmarket; and



•

Cost effective short run productionproduction.

        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 centercenters in the United States, and the United Kingdom, China and India should position us to generate higher growth in our Services segment in the future.

Key Measures of Our Business

        We use several financial and operating metrics to measure our business. We use these metrics to assess the progress of our business, make decisions on where to allocate capital, time and technology

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investments, and assess the longer-termlonger- term performance of our marketplace. The key metrics are as follows:

Revenues

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

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

        Our revenues are influenced by:

•

global macroeconomic conditions;



•

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



•

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



•

the capital expenditure budgets of our potential customers;



•

the amount of design and manufacturing activity; and



•

the adoption of additive manufacturing technology in various industriesindustries.

        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,revenues, a delay in a purchasing decision, our production schedule or the shipment of a printer can have a material impact on our periodic reporting of revenues.

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

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

Gross Profit

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

EBIT

        Our EBIT (earnings before interest and taxes) is mainly influenced by the year ended December 31, 2014,gross profit from our Systems segment and Services segment as well as from the LTCIPoperating expenses were € 0.1 million lower than in 2013.from the functions research and development, administration and sales and marketing. In addition, other operating expense and other operating income have an impact on EBIT. The gross profit from our Systems segment is mainly driven by materials, labor and energy costs. The gross margin drivers for our Services segment relate to revenues, materials, labor and energy costs as well as facility costs. Costs for the non-productive function is influenced primarily by labor. Research and development expenses are partially driven by materials. One of the main drivers of expenses for the administrative function is legal fees while sales and marketing expenses are also influenced by commissions for sales agents.

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Critical Accounting Policies and Significant Estimates

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

Revenue Recognition

        We sell 3D printers that we manufacture, either in new condition or after having been used in our service centers. We recognize revenue from these sales upon the transfer of risks and rewards of ownership to the buyer, which isoccurs upon completion of the installation of the 3D printer at the customer site, as evidenced by the customer's final acceptance. RevenueRevenues from the sale of custom-orderedcustom- ordered printed products, consumables, spare parts and other machine parts is recognized upon transfer of title, generally upon shipment. RevenueRevenues 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 revenuerevenues and the costs incurred or to be incurred in respect of the sale can be measured reliably. We measure revenuerevenues 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 arehave not yet been 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.

        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 isrevenues are recognized on a straight-line basis as the costs of providing services incurred under the contracts generally do not vary significantly throughout the year.

        Shipping and handling costs billed to customers for 3D printer sales and sales of printed products and consumables are included in revenues in the statement of comprehensive income (loss).loss. Costs incurred by usthe Company associated with shipping and handling are included in cost of salesselling expenses in the statementstatements of comprehensive income (loss).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.

        We providedWhile we did not provide loans to customers to cover the purchase price of aany 3D printerprinters in 2015, we did so on two occasions in 2014. In the first case, the customer paid 50% of the purchase price in advance. The remaining 50% of the purchase price is payable within one year of the final approval of the installation of the 3D printer by the customer. In the second case, we provided a loan to a customer who paid approximately 25% of the purchase price in advance.

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,

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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;

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(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.

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

Sale and Leaseback Transactions

        FinanceFinancing leases consist primarily of borrowings associated with sale and leaseback transactions of involving printers that we manufactured and useused 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.centers. Our leased assets are recognized at the lower of fair value or the present value of minimum lease payments and depreciated over the asset's estimated useful life. We include assets under financefinancing 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)loss and recognized as "Other operating income" over the term of the lease contract.

Allowance for Doubtful Accounts

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

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

Inventories

        Our inventoriesRaw materials

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

Work in progress and finished goods

        Work in progress and finished goods are measured at the lower of manufacturing cost and net realizable value, each as determined by the first-in, first-out (FIFO) method.value. Manufacturing costs are comprised ofcomprise all costs that are directly attributable to the manufacturing process, such as direct materialsmaterial and labor, costs, and production-related overheadproduction related overheads (based on normal operating capacity and normal consumption of materials,material, labor and other production costs), including depreciation charges. Net realizable value is defined as the estimated selling price in the ordinary course of business less applicable variable selling expenses.

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

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

        We evaluate the adequacy of our allowance for inventory on a yearlyperiodic 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 theoccur. The impact of recognizing an additional allowance may also be material to the assets reported on our statement of financial position and in our statement of comprehensive income (loss).loss.

Other Financial Information

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

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

Reconciliation of Adjusted EBITDA to Profit (Loss)Loss

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Statement of Comprehensive Income (Loss)Loss

Year Ended December 31, 20142015 compared to Year Ended December 31, 20132014

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