2021 - 10 - 27 Financial Report Soccer SAS for the year ended 30 June 2021

ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2021

TABLE OF CONTENTS

CONTENTS AND FORM	3
GENERAL INFORMATION	3
CORPORATE BODIES	6
REPORT ON OPERATIONS	8
SIGNIFICANT EVENTS THAT HAVE OCCURRED IN THE FINANCIAL YEAR	9
SIGNIFICANT EVENTS AFTER 30 JUNE 2021	11
ECONOMIC AND FINANCIAL PERFORMANCE	11
RELATIONS WITH RELATED PARTIES	15
INVESTMENTS IN SUBSIDIARIES, AFFILIATES AND PARENT COMPANIES	16
RELATIONSHIPS WITH THE GENERAL PARTNER BRAND MANAGEMENT S.R.L.	16
RESEARCH AND DEVELOPMENT COSTS	16
HUMAN RESOURCES	16
MAIN LEGAL PROCEEDINGS AND DISPUTES	17
MAJOR RISKS AND UNCERTAINTIES TO WHICH THE COMPANY IS EXPOSED	17
CONSOLIDATED FINANCIAL STATEMENTS	22
BUSINESS OUTLOOK AND GOING CONCERN	23
FINAL CONSIDERATIONS	27
FINANCIAL STATEMENTS AND NOTES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021	28
ACCOUNTING STATEMENTS	29
EXPLANATORY NOTES	34
LEGAL INFORMATION AND CONTACTS	71
REPORT OF THE INDEPENDENT AUDITORS	72

ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2021

CONTENTS AND FORM

This Annual Financial Report for the year ended 30 June 2021 (hereinafter also referred to as the "Annual Report" or "Report"), relates to the operating performance of Soccer S.a.s. di Brand Management S.r.l. (hereinafter, also the "Company" or "Soccer"), referring to the financial year 2020-2021 (hereinafter, the "Financial Year" or "Period"), closed on 30 June 2021.

The Company, in application of IAS/IFRS Standards, is considered a special purpose Company and, therefore,

is consolidated in the AS Roma Group, including A.S. Roma S.p.A. (hereinafter "Parent Company" or "AS Roma"), ASR Media and Sponsorship S.p.A. (hereinafter "MediaCo"), Roma Studio S.r.l. (hereinafter "Roma Studio"), as

well as Soccer itself. As a result of these considerations, the Company prepares its annual financial statements on the basis of international accounting standards, in line with what the Parent Company AS Roma has done.

In compliance with the reference regulations, the Company adopts the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (hereinafter "IASB"), approved by the European Commission in accordance with the procedure set out in Article 6 of Regulation (EC) No. 1606/2002 of the European Parliament and Council of 19 July 2002, in force as at 30 June 2021. More specifically, the valuation criteria and accounting standards used comply with those adopted for the Annual Financial Report for the year ended 30 June 2020, to which reference should be made.

The amounts and the related comments contained in the financial statements included in the Report on Operations and in the Explanatory Notes are expressed in thousands of Euro, unless otherwise indicated. Amounts included in the Financial Statements are shown in Euro. The rounding up or down of amounts to the next Euro can give rise, in statements containing accounting data, to items that add up to an amount that is different from the one shown in the line recording the total of same.

Finally, it should be noted that the Report on operations and the Notes to the Financial Statements contain forward-looking statements relating to the economic and financial performance for the year 2021/2022, based on estimates and forecast data which, by their very nature, present varying degrees of uncertainty as to whether they will actually come true, since the forecasted events from which they originate may not occur or may occur to a different extent from that forecasted, while events that cannot be foreseen at the time of their preparation may occur, thus generating even significant deviations between actual and forecasted values.

GENERAL INFORMATION

CONSTITUTION OF THE COMPANY

Soccer was incorporated on January 15, 2007 with the transfer by AS Roma of the business unit consisting of the activities related to the commercial exploitation of the AS Roma brand and its derivatives, for merchandising, marketing and sponsorship activities (hereinafter "Business Unit").

AS Roma, the limited partner, has contributed the Business Unit at an economic value of EUR 125,121,522.95 as determined by a sworn appraisal, net of cash and cash equivalents and cash relating to the Business Unit itself, which have not been contributed, while Brand Management, the general partner, has contributed EUR 10,000.00. In exchange for this contribution, AS Roma obtained a 99.99% stake in the capital of Soccer, which gived it a profit allocation of 97.4%, while Brand Management, with a 0.01% stake, is entitled to a profit allocation of 2.6%. AS Roma's shareholding was subsequently reduced on 6 February 2015 to 99.98% of the Company's share capital, following the sale of a nominal EUR 10,000 of its shareholding to ASR Soccer LP Srl, company then controlled by the parent company AS Roma SPV LLC (USA).

On 17 December 2007, on the basis of the contractual agreements, the balance of the transfer of the Business Unit was formalised, on the basis of the updated statement of financial position as at 31 December 2006, and a difference of EUR 1,699,253.08 emerged, which resulted in a corresponding reduction in the share capital of Soccer SAS.

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ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2021

In the 2014-2015 financial year, the Company's activities were modified by the transactions carried out in the context of the process of refinancing and reorganisation of activities related to the exploitation and management of the AS Roma brands and the management of "media" activities, which were separated from the management of the core business of AS Roma, i.e., the organisation and carrying out of football matches. In particular, to the subsidiary MediaCo was assigned all the activities relating to licensing and sponsorship, as well as the "direct media rights", whose activities are linked to the television channel "Roma TV" and the radio channel "Roma Radio", as well as other activities carried out on digital platforms (e.g., website, Facebook, Twitter, Instagram, Pinterest, Weibo, WeChat).

More specifically, on 11 February 2015, AS Roma transferred to ASR Media the "TeamCo Going Concern" Business Unit, relating to the management and commercial exploitation of "direct media rights", consisting of media rights relating to the production and broadcasting, via TV, radio or other media, of content (audiovisual and photographic material) relating to national and international matches, and in general to the activities of the AS Roma football team, other than contracts relating to indirect "media" rights, managed centrally by the Lega Nazionale Professionisti Serie A and UEFA.

On the same date, Soccer transferred to MediaCo the "Soccer Going Concern" Business Unit, relating to the management and commercial exploitation of the AS Roma brands. The scope of the transferred assets and liabilities is defined by all existing legal relationships for sponsorship, advertising and merchandising, with the only exceptions being the merchandising business relating to the retail management of Roma Store (including the management of online sales through the website www.asromastore.it), and the portion of advertising and sponsorship agreements involving the sale of match tickets, which are not included in the scope of the transfer. More specifically, the business unit transferred by the Company to ASR Media consists of the following assets and agreements:

• ownership of "AS Roma" trademarks, which Soccer Sas was found to own, with regard to rights of commercial exploitation;
• marketing, licensing and sponsorship agreements and related receivables and deferred income;
• agreements for the supply of goods and services, and related payables and prepaid expenses;
• contractual relations with employees in relation to the assets transferred, and related payables;
• all other assets and liabilities pertaining to the Business Unit.

The share capital of MediaCo is equal to 200,000.00, 86.66% held by Soccer and 11.34% by AS Roma.

On 11 February 2015, MediaCo, as the grantor, and Soccer, as the tenant, also signed a company lease agreement concerning the lease of the business consisting of the assets transferred to the same MediaCo.

CONSTITUTION OF ROMA STUDIO

On 19 January 2018, the new company "Roma Studio Srl" was established by AS Roma with the aim of

managing the production, broadcasting and diffusion activities of the Roma Radio and Roma TV channels and all the Group's Media activities, in any manner and technology and on all platforms and applications. In fact,

due to the considerable development of the media activities of the AS Roma Group in recent years, which has

seen the creation of the radio channel "Roma Radio", the renewal of the television channel "Roma TV" and

the growth of social media activities, AS Roma S.p.A. and Soccer have implemented a process aimed at reorganising media activities through the transfer of all media, multimedia and communication activities to Roma Studio.

The main deeds and agreements performed to achieve this reorganisation were as follows:

• the contribution in kind to Roma Studio of the AS Roma business unit concerning the concession for sound
  broadcasting Protocol No. 902812, the equipment and related agreements for broadcasting (formerly TVR Voxson), as well as the authorisation for satellite broadcasting of the television programme called "ROMA
  TV" (formerly "ROMA CHANNEL"), issued with resolution No. 35/07/CONS of 17 January 2007 and

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ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2021

subsequently renewed by Resolution No. 6/13/CONS of 10 January 2013 and Resolution No. 564/18CONS of 29 November 2018. The effective date of the transfer was set at 1 January 2019;

• the entering into between Soccer, as sub-grantor, and Roma Studio, as sub-tenant, of a sub-lease
  agreement for the business having as its subject, among other things, the management and commercial exploitation of the "Direct Media Rights", as well as Roma trademarks and agreements for the supply of
  goods and services instrumental to the running of the business. It should be noted that these rights and agreements were leased to Soccer by MediaCo on 11 February 2015 as part of a company lease agreement for the lease by ASR Media and Sponsorship SpA of the company consisting of the assets transferred to MediaCo from AS Roma and Soccer on the same date;
• the signing between Soccer, as the client, and Roma Studio, as the supplier, of a framework agreement for the supply of audio, video and multimedia content production services relating to AS Roma's sports
  activities.

SIGNING OF INTRA-GROUP FINANCING CONTRACTS

On 12 February 2015, as part of the refinancing of the existing debt of AS Roma and the financing of its net working capital, a senior facility agreement was signed, with variable rate and maturity in February 2020, for an amount of EUR 175 million - between, inter alia, (i) Goldman Sachs International and Unicredit S.p.A., as Mandated Lead Arranger and Bookrunner, (ii) MediaCo, as borrower, (iii) AS Roma, for the assumption of commitments and obligations and to acknowledge the provisions of the agreement, (iv) Soccer, for the

assumption of commitments and obligations and to acknowledge the provisions of the agreement, (v) UniCredit Bank AG - Milan Branch as "Agent and Security Agent" (hereinafter, the "Facility Agreement").

MediaCo granted the financial resources from the Facility Agreement to Soccer which, in turn, granted them to AS Roma for the purposes of the aforementioned refinancing. This arrangement was governed by signing specific intercompany financing agreements with the companies concerned, under normal market conditions. The issuance costs and the costs of legal and financial advisors comply with market standards for similar transactions.

On 22 June 2017, an amendment agreement was signed, governed by English law, between, inter alia, (i)

Unicredit S.p.A., as additional lending bank; (ii) UniCredit Bank AG - Milan Branch, as Agent and Security Agent; and (iii) MediaCo, as beneficiary (hereinafter, the "Amendment Agreement"), aimed at amending certain

provisions of the Facility Agreement signed on 10 February 2015 for an amount equal to EUR 175 million, as amended by the agreement signed on 24 June 2015. In this regard, it should be noted that Unicredit S.p.A. carried out fronting activities and was not the ultimate creditor of the Facility Agreement, as amended by the Amendment Agreement. In accordance with the Amendment Agreement, the maturity date of the Facility

Agreement was extended to the fifth anniversary from its effective date, i.e., to June 2022 ("Amendment Date"), and the repayment of the amounts originally provided under the Facility Agreement began from the

first anniversary of the Amendment Date, i.e., 30 June 2018. In addition, under the Amendment Agreement, the credit line granted under the Facility Agreement was increased from EUR 175 million to EUR 230 million and the interest rate provided for therein has remained unchanged. MediaCo used part of the financial resources deriving from the increase in the credit line for the balance of payables to AS Roma and granted another part of these incremental financial resources to AS Roma, which used them for its own working capital purposes. This arrangement was governed by amending or signing specific intra-group financing agreements with the companies concerned, under normal market conditions. The issuance costs and the costs of legal and financial advisors comply with market standards for similar transactions.

The senior facility was fully repaid on 8 August 2019, simultaneously with the refinancing operation on the Group's debt, in which MediaCo issued a non-convertible Bond for a maximum total value of EUR 275 million, reserved for qualified investors and admitted to trading on the Vienna MTF and the Euro MTF of the Luxembourg Stock Exchange, with maturity on 1 August 2024. ASR Media granted the incremental financial resources from the Bond to AS Roma. These arrangements were regulated by amending or signing specific intercompany financing agreements with the companies concerned, regulated at normal market conditions.

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