CTS Eventim : Annual Report 2024 including Financial Statement 2024 ofCTS Eventim AG & Co. KGaA (HV 25 09 Annual Financial Report 2024)

Annual Report 2024

KEY GROUP FIGURES

	2024			2023	2022	2021
	[EUR'000]			[EUR'000]		[EUR'000]		[EUR'000]
Revenue	2,808,579			2,358,552	1,925,803	407,821
EBITDA1	533,964			493,959		375,108		203,082
EBITDA margin	19.0%			20.9%	19.5%	49.8%
EBIT	440,493		402,324		314,419		147,581
EBIT margin	15.7%		17.1%		16.3%		36.2%
Adjusted EBITDA	542,173			444,833		316,338		10,061
Adjusted EBITDA margin	19.3%			18.9%	16.4%	2.5%
Non-recurring items2	8,210		-49,126		-58,770		-193,021
Amortisation and impairment resulting from purchase
price allocation	17,953		30,749	10,015	12,085
Earnings before taxes (EBT)	523,588			409,104	341,197	141,104
Net result attributable to shareholders of CTS KGaA	318,867		274,641		203,748		87,909
	[EUR]			[EUR]		[EUR]		[EUR]
Earnings per share3, undiluted (= diluted)	3.32		2.86	2.12	0.92
	[Qty.]			[Qty.]		[Qty.]		[Qty.]
Internet ticket volume (in million)	103.4			82.9		69.3		32.0
Number of employees4	5,164			4,060		3,503		2,813
Of which temporary	(730)		(525)	(477)	(250)

1. EBITDA: Earnings before financial result, taxes, depreciation and amortisation, impairment and reversals
2. Detailed information of non-recurring items in chapter 4.1.2 Earnings performance
3. Number of shares: 96 million
4. Number of employees at end of year (active workforce)

CONTENT

1.	LETTER TO THE SHAREHOLDERS	1
2.	REPORT OF THE SUPERVISORY BOARD	3
3.	CTS EVENTIM SHARES	7
4.	COMBINED MANAGEMENT REPORT	9
1.	Preliminary statements	9
2.	Explanation of corporate and organisational structure of CTS KGaA	9
3.	Business and macroenvironment	10
3.1	Business operations and corporate structure	10
3.2	Corporate management	19
3.3	Research and development	20
3.4	Overview of the course of business	21
4.	CTS Group: Earnings performance, financial position and cash flow	28
4.1	Earnings performance	28
4.2	Financial position	37
4.3	Cash flow	43
5.	CTS KGaA: Earnings performance, financial position and cash flow	45
5.1	Earnings performance	45
5.2	Financial position	49
5.3	Cash flow	53
6.	Appropriation of earnings by CTS KGaA	54
7.	Dependency report for CTS KGaA	54
8.	Risk and opportunity report	55
8.1	Structure and operation of the risk management system	55
8.2	Major risk areas	57
8.3	Opportunity management	67
8.4	Assessment of the Group's opportunity and risk exposure	68
9.	Internal control system	69
9.1	Operational ICS	69
9.2	Accounting related ICS	70
10.	Outlook	71
10.1	Future macroeconomic environment	71
10.2	Expected business performance	71
10.3	Expected cash flow	72
10.4	General assessment of the prospective development of the Group and CTS KGaA	73
11.	Disclosures required under takeover law	74
12.	Corporate Governance declaration	77

5.	CONSOLIDATED FINANCIAL STATEMENTS 2024	79
	Consolidated balance sheet	79
	Consolidated income statement	81
	Consolidated statement of comprehensive income	82
	Consolidated statement of changes in equity	83
	Consolidated cash flow statement	84
	Notes to the consolidated financial statements	86
6.	INDEPENDENT AUDITOR'S REPORT FOR THE GROUP	184
7.	FINANCIAL STATEMENTS OF CTS KGaA	195
	Balance sheet of CTS KGaA	195
	Income statement of CTS KGaA	197
	Notes to the financial statements for the 2024 financial year	198
8.	INDEPENDENT AUDITOR'S REPORT FOR CTS KGaA	217
	Forward-looking statements	225
	Contact	226

1. LETTER TO THE SHAREHOLDERS

Klaus-Peter Schulenberg

Chief Executive Officer

Ladies and gentlemen,

CTS EVENTIM enjoyed another year of growth in 2024 - both in Germany and internationally. For the first time in our company's history, consolidated revenue broke the EUR 2 billion barrier in the first nine months of the year. By consistently investing in existing fields of business, breaking into new markets and expanding our venue activities, we have further strengthened our market position as one of the leading international providers of ticketing services and live entertainment.

A key milestone was the acquisition of international ticketing provider See Tickets, which has a strong market presence in, among other places, the UK and the US - two of the most important live entertainment markets globally. See Tickets is an ideal addition to our portfolio in terms of market coverage, technological expertise and personnel. The integration process is in full swing and the first synergies are already emerging. Our majority acquisition of French market leader France Billet reinforces our position in central Europe in the long term too.

In South America, we further strengthened our market position by integrating Punto Ticket from Chile and Teleticket from Peru. Both acquisitions were made in partnership with Sony Music Latin Iberia in November 2023.

In the Live Entertainment segment, we rigorously pursued the strategic expansion of our promoter group EVENTIM LIVE. Our activities now cover Europe, North America and Asia. In this environment, one of the factors working in our favour is the generational shift within the industry, with more and more young and ambitious concert promoters deciding to become part of our group. We rely on local expertise and strategically sourced content - combined with commercialization and promotion that scale globally -creating the foundation for successful world tours. We remain dedicated to providing artists around the world with a reliable platform for their touring activities.

1	Letter to the shareholders

Another strategic focus in 2024 was the expansion of our venue business. ARENA MILANO, which is scheduled for completion at the end of 2025, will be Italy's largest, most innovative and most sustainable multipurpose indoor arena. Plans are progressing for Wien Holding Arena, which once completed will set new standards for live events in Austria. The intention behind both projects is for CTS EVENTIM to operate the venues for the long term, thereby securing highly lucrative business that offers a wealth of synergies with our other activities.

Our involvement as an official ticketing partner for the Los Angeles 2028 Summer Olympic and Paralympic Games, in collaboration with AXS, and for the 2026 Milano Cortina Winter Olympic and Paralympic Games, through our Italian subsidiary TicketOne, underscores our expertise in large-scale projects of global relevance. In 2024, the strength and innovation of our ticketing systems for major sporting events was successfully put to the test once again for the Paris 2024 Summer Olympic and Paralympic Games.

A key driver of our growth going forward is the systematic use of data and artificial intelligence. We intend to further accelerate our initiatives in this area and enhance our analytical capabilities. The aim is to realise the full potential of our extensive pools of data - whether to optimise our ticketing and marketing platforms, develop new products or improve the fan experience. We firmly believe that data and AI will play a key role in making our business ever more international and scaling it up.

CTS EVENTIM celebrated its 19th record year since going public. This continuity is testimony to the strength of our business model and the enduring demand for live entertainment around the world.

CTS EVENTIM continues to expand. We are making strategic investments in the international growth of our Ticketing and Live Entertainment segments, in other fields of business, such as venue management, and in technology that boosts our capabilities. Our combination of strong international growth, technological innovation and a high-quality fan experience is the foundation of our enduring success. Together with our dedicated team, our long-standing partners and you, our shareholders, we plan to forge ahead with this strategic course. Thank you for your continued trust, we look forward to shaping the future of global live entertainment with you.

Yours sincerely,

Klaus-Peter Schulenberg

Chief Executive Officer

EVENTIM Management AG,

general partner of

CTS Eventim AG & Co. KGaA

Letter to the shareholders

2

2. REPORT OF THE SUPERVISORY BOARD

Dr. Bernd Kundrun

Chairman of the Supervisory Board

REPORT OF THE SUPERVISORY BOARD OF CTS EVENTIM AG & CO. KGaA (HEREINAFTER: CTS KGaA OR COMPANY) ON THE ANNUAL FINANCIAL STATEMENTS, THE CONSOLIDATED FINANCIAL STATEMENTS AND THE COMBINED MANAGEMENT REPORT FOR THE COMPANY AND THE GROUP FOR THE FINANCIAL YEAR FROM 1 JANUARY 2024 TO 31 DECEMBER 2024.

I. During the entire period under review, the Supervisory Board comprised Dr. Bernd Kundrun (Hamburg/Germany), Dr. Cornelius Baur (Munich/Germany) and Mr. Philipp Westermeyer (Hamburg/Germany) as well as Dr. Juliane Schulenberg (Hamburg/Germany).

Dr. Kundrun chaired the Supervisory Board during the entire period under review and Dr. Baur was Vice Chairman. Dr. Kundrun and Dr. Baur were members of the Supervisory Board's Audit Committee, which was chaired by Dr. Baur.

1. During the reporting year, the Supervisory Board fulfilled its responsibilities under the law, the Company's articles of association and rules of procedure. It was regularly, promptly, and extensively informed by the Executive Board of
   CTS KGaA's general partner, EVENTIM Management AG, Hamburg, Germany - (hereinafter: the "Management Board" or general partner) - both in writing and verbally, about all issues related to corporate planning and strategic development, about the course of business, and about the situation of the Group. The reports to the Supervisory Board also included information on the risk and opportunity situation and risk and compliance management at the Company.

3	Report of the Supervisory Board

The Supervisory Board regularly provided the Management Board with advice concerning the management of the Company and monitored the management of the Company and the Group. It ensured itself that corporate governance at the Company was in compliance with the law and was involved in all decisions of fundamental importance for the Company. After thorough review and discussion, the Supervisory Board voted on the Management Board's reports and proposals for resolutions whenever required by law or by the provisions of the articles of association. Resolutions were also adopted by written procedure whenever necessary.

During the reporting year, the Supervisory Board met on 13 March 2024, continued on 20 March 2024 by video conference (the "financial statements meeting"), 13 May 2024, 19 August 2024, and 19 November 2024. The Management Board also took part in those meetings and had the opportunity to discuss matters of importance to the Company. On 19 November 2024, an additional, dedicated strategy meeting was also held between the Supervisory Board and the Management Board. Where necessary, the Supervisory Board met without the presence of the Management Board and also coordinated internally whenever necessary. The Supervisory Board was kept informed by the Management Board not only at Supervisory Board meetings, but also outside of the meetings, for instance in the case of matters of special importance or urgency.

All members of the Supervisory Board took part in all meetings held during the year under review.

The Supervisory Board reviewed the general business trend of the Company and its Group companies on the basis of the reports submitted to it by the Management Board, among other things, thereby placing special focus on meeting the targeted key performance indicators for revenue and earnings as well as on the performance of cash flows and significant projects of the Company and the Group.

The Supervisory Board's Audit Committee met four times during the reporting period. All Committee members took part in the meetings.

The Personnel and Nomination Committee of the Supervisory Board met twice during the reporting period. All members of the committee took part in the meeting at which an adjustment to the compensation system for the Executive Board was decided.

1. KPMG AG Wirtschaftsprüfungsgesellschaft, Hamburg, (hereinafter: auditor) was appointed to audit the annual financial statements as at 31 December 2024 and the consolidated financial statements as at 31 December 2024 at the Company's Annual Shareholders' Meeting, which was held on 14 May 2024. The audit mandate was duly awarded by the Chairman of the Supervisory Board on behalf of all members of the Supervisory Board.

At its meeting on 19 November 2024, the Supervisory Board's Audit Committee held detailed discussions with the auditor on the subject of the audit, the audit schedule, the audit scope, and key audit areas with respect to the audit of the annual financial statements and the consolidated financial statements as at 31 December 2024.

The 2024 annual financial statements, the 2024 consolidated financial statements, and the combined management report were prepared by the general partner in compliance with the statutory regulations and were provided with unqualified audit opinions by the auditor. The Management Board submitted the financial statements and the combined management report to the Supervisory Board along with the corresponding audit reports in a timely manner.

Report of the Supervisory Board

4

The Supervisory Board's Audit Committee examined the 2024 annual financial statements, the 2024 consolidated financial statements and the corresponding audit reports from the auditor, upon which it recommended that they be approved by the Supervisory Board at its meeting of 24 March 2025. At the Supervisory Board meeting held on 24 March 2025, the Supervisory Board and the Management Board held detailed discussions on the annual financial statements and the consolidated financial statements for 2024, the combined management report, and the general partner's proposal for appropriation of net profit. The Audit Committee and the Supervisory Board were able to confer with the auditors, who were also present at the meeting.

Based on its final review, the Supervisory Board raised no objections to the annual financial statements prepared by the general partner for financial year 2024 and hereby recommends that they be approved by the Annual Shareholders' Meeting. The Supervisory Board has moreover approved the consolidated financial statements prepared by the general partner for the 2024 financial year, to which it raised no objections either. The Supervisory Board reviewed and concurred with the general partner's proposal for the appropriation of net profit as it finds that the proposal appropriately reflects the interests of the Company and its shareholders.

IV. The remuneration report for the financial year 2024 pursuant to § 162 of the German Stock Corporation Act (AktG) was duly prepared by the Management Board and the Supervisory Board and was examined by the auditor. The note on the audit of the remuneration report was attached to the remuneration report. The remuneration report for the financial year 2023 was not approved by the Company's Annual Shareholders' Meeting on 14 May 2024 in accordance with § 120a (4) AktG. In response to the non-approval of the remuneration report for the financial year, the remuneration report for the financial year was adjusted, particularly with regard to the transparency of the Executive Board remuneration. Furthermore, against the background of the non-approval of the remuneration system for the members of the Executive Board proposed to the 2024 Annual Shareholders' Meeting, the Supervisory Board has adopted a revised remuneration system, which will be submitted to the Annual General Meeting for approval in May 2025.

V. The general partner prepared a report on related parties pursuant to § 312 AktG for the financial year from 1 January to 31 December 2024. The report states that on the basis of the circumstances known to the general partner at the time of undertaking legal transactions requiring disclosure, the Company had received adequate consideration in each case and that no measures requiring disclosure were either undertaken or omitted at the behest of, or in the interest of, related parties within the meaning of § 312 AktG during the financial year 2024.

The auditor issued an unqualified audit opinion regarding the findings from its audit of the report on related parties. The Supervisory Board also examined the report on related parties and has concurred with the audit findings. Based on the Supervisory Board's final review, it has no objections to the closing statements made by the general partner in the report.

VI. Since the so-called CSRD Implementation Act to implement the Corporate Sustainability Reporting Directive (CSRD) into German law did not come into force by 31 December 2024, the current legal framework for non-financial Group reporting remains valid. Accordingly, the Company has decided to prepare a non-financial report in compliance with the statutory requirements for non-financial reporting pursuant to Sections 315b and 315c in conjunction with Sections 289c-289e of the German Commercial Code (HGB), also known as the CSR-RUG (German CSR-RUG). The CSR-RUG allows companies subject to reporting requirements to use additional European frameworks. Accordingly, the Company has voluntarily prepared the report content based on the CSRD's "European Sustainability Reporting Standards" (ESRS). This report is permanently accessible on the Company's website.

The non-financial Group report was submitted to the Supervisory Board in a timely manner. At its meeting on 24 March 2025, the Supervisory Board discussed, reviewed and approved the Group's non-financial report in detail. There were no indications of any objections to the non-financial Group report.

5	Report of the Supervisory Board

VII. The Supervisory Board's activities during the reporting year included keeping abreast of the relevant publications to identify any changes or additions to the responsibilities of or requirements placed on supervisory board members and was adequately supported by the Company. The Supervisory Board and Audit Committee carry out self- assessments at regular intervals on how effectively they carry out their tasks. The efficiency of the activities of the Supervisory Board and the Audit Committee as well as the required independence from their members were confirmed in the last efficiency audit. No conflicts of interest as defined in the German Corporate Governance Code arose among the members of the Supervisory Board during the reporting year. On 19 November 2024, the Supervisory Board and the general partner issued their most recently updated joint declaration of compliance with the German Corporate Governance Code in accordance with § 161 of the Stock Corporation Act. The declaration was published on the Company's website at https://corporate.eventim.de/en/investor-relations/corporate-governance/.

The Supervisory Board would like to thank the Management Board and all Company employees worldwide for their great personal commitment, their ongoing commitment and their achievements in the financial year 2024.

24 March 2025

Dr. Bernd Kundrun	Dr. Cornelius Baur
Chairman	Vice Chairman

Dr. Juliane Schulenberg

Philipp Westermeyer

Report of the Supervisory Board

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