ANTEVENIO S.A.

AND SUBSIDIARIES

Interim Consolidated Financial

Statements at 30 June 2019

1

ANTEVENIO S.A. AND SUBSIDIARIES

Interim Consolidated Financial Statements at 30 June 2019:

Interim Consolidated Financial Statements at 30 June 2019:

Consolidated statement of Financial Position at 30 June 2019 Consolidated Profit and Loss Account at 30 June 2019 Consolidated Statement of Comprehensive Income at 30 June 2019 Consolidated Statement of Changes in Equity at 30 June 2019 Consolidated Statement of Cash Flows at 30 June 2019

Notes to the Interim Consolidated Financial Statements for the half‐year ended 30 June 2019

2

ANTEVENIO S.A. AND SUBSIDIARIES

INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2019

3

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

ANTEVENIO S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 30 JUNE 2019

(in Euros)

ASSETS

Note

30/06/2019

31/12/2018

30/06/2018

6

266,226

287,342

Property, plant and equipment

1,410,503

Goodwill on full consolidation

5

10,219,054

10,219,054

10,219,054

Intangible assets

7

647,996

442,835

366,571

Non‐current financial assets

121,371

122,215

9

245,985

1,918,649

1,812,973

1,532,789

Deferred tax assets

16

NON‐CURRENT ASSETS

14,442,187

12,861,974

12,527,971

Trade and other receivables

9

7,245,358

8,254,292

8,457,586

Trade receivables, Group companies

9 and 24

615,827

604,941

573,848

Other current assets

258,910

254,408

78,640

9

Other current assets, Group companies

5,131

Receivables from Public Entities

207,690

174,765

314,718

16

Prepaid expenses

79,769

99,357

83,211

Cash and cash equivalents

9 and 11

5,063,463

5,611,926

5,774,405

CURRENT ASSETS

13,476,148

14,999,689

15,282,408

TOTAL ASSETS

27,918,335

27,861,663

27,810,379

4

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

ANTEVENIO S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 30 JUNE 2019

(in Euros)

EQUITY AND LIABILITIES

30/06/2019

31/12/2018

30/06/2018

Share capital

231,412

231,412

231,412

Share Premium

8,189,787

8,189,787

8,189,787

Treasury shares

(194,314)

(114,300)

(513,805)

Legal reserve

46,282

46,282

46,282

Reserves from fully consolidated companies

7,859,708

5,415,595

5,191,516

Profit/(Loss) for the year attributable to the Parent

3

51,143

2,421,962

1,097,767

Company

Other equity instruments

14

270,000

270,000

906,801

Translation differences

13

(298,927)

(204,919)

(221,242)

Equity attributable to the Parent Company

12

16,155,091

16,255,820

14,928,518

Equity

12

16,155,091

16,255,820

14,928,518

Non‐current payables, debts with financial institutions

10

4,129

6,343

21,664

Other non‐current payables

10

696,796

705,402

546,601

Other non‐current liabilities

10 and 25

1,919,199

1,926,629

1,983,294

Provisions

18

856,643

204,459

169,591

Deferred tax liabilities

16

16,759

18,701

11,220

Non‐current liabilities

3,493,526

2,861,534

2,732,370

Current payables, debts with financial institutions

10

273,381

256,800

147,010

Other non‐current payables

10

90,654

138,082

Current payables to Group companies

10 and 24

272,190

633,665

730,098

Other financial liabilities

10 and 12

1,262,249

Trade and other payables

10

4,939,478

4,802,622

5,531,286

Suppliers, Group companies

10 and 24

270,364

174,446

199,963

Other financial liabilities

181,478

Personnel, salaries payable

10

304,917

341,236

689,633

Public Entities, payables

16

1,424,186

2,172,020

1,236,218

Unearned income

10,000

8,235

34,883

Other current liabilities

10

684,548

173,807

180,070

Current liabilities

8,269,718

8,744,309

10,149,491

TOTAL EQUITY AND LIABILITIES

27,918,335

27,861,663

27,810,379

5

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

ANTEVENIO S.A. AND SUBSIDIARIES

CONSOLIDATED PROFIT AND LOSS ACCOUNT

AT 30 JUNE 2019

(in Euros)

PROFIT AND LOSS

Note

30/06/2019

31/12/2018

30/06/2018

Revenue

17. a

12,348,001

29,526,962

15,291,343

Other income

31

Work carried out by the company for assets

161,583

137,950

Operating grants taken to income

40,869

37,755

2,900

TOTAL OPERATING INCOME

12,550,453

29,702,667

15,294,274

Supplies

17. a and 23

(5,253,569)

(12,414,401)

(6,485,404)

Personnel expenses

17. c

(5,213,517)

(10,313,775)

(5,651,392)

Wages and salaries

(4,243,754)

(8,494,081)

(4,702,154)

Employee benefit expense

(969,764)

(1,819,694)

(949,238)

Amortization and depreciation

(324,354)

(517,965)

(189,919)

Depreciation of property, plant and equipment

6

(238,193)

(101,840)

(49,920)

Amortization of intangible assets

7

(86,161)

(416,125)

(139,998)

Other operating expenses

(1,507,887)

(3,389,236)

(1,732,813)

External services

17 d

(1,415,627)

(3,104,642)

(1,591,608)

Impairment losses on current assets

9

(92,260)

(284,594)

(141,205)

Other income / (loss)

15,733

TOTAL OPERATING EXPENSES

(12,299,327)

(26,635,377)

(14,043,794)

OPERATING PROFIT / (LOSS)

251,126

3,067,290

1,250,480

Finance income

17. e

6,104

2,840

2,503

Translation differences, gains

11

71,970

133,349

48,472

TOTAL FINANCE INCOME

78,074

136,189

50,976

Finance expenses

17. f

(42,274)

(86,320)

(23,954)

Translation differences, losses

11

(66,370)

(180,981)

(52,823)

TOTAL FINANCE EXPENSES

(108,644)

(267,301)

(76,777)

NET FINANCE INCOME/(EXPENSE)

(30,570)

(131,112)

(25,801)

PROFIT / (LOSS) FROM CONTINUING OPERATIONS

220,556

2,936,178

1,224,679

CONSOLIDATED PROFIT / (LOSS) BEFORE TAX

220,556

2,936,178

1,224,679

Income Tax

16

(138,820)

(443,613)

(103,127)

Taxes and other

(30,593)

(70,603)

(23,785)

CONSOLIDATED PROFIT / (LOSS) FOR THE YEAR

51,143

2,421,962

1,097,767

Profit / (loss) attributable to minority interests

PROFIT/(LOSS) ATTRIBUTABLE TO HOLDERS OF EQUITY INSTRUMENTS OF THE

51,143

2,421,962

1,097,767

PARENT COMPANY

Earnings per share:

Basic

0.01

0.58

0.30

Diluted

0.01

0.58

0.30

6

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

ANTEVENIO S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

AT 30 JUNE 2019

(in Euros)

Notes

30/06/2019

31/12/2018

30/06/2018

PROFIT / (LOSS) FOR THE PERIOD

51,143

2,421,962

1,097,767

Income and expense directly recognized in equity:

Translation differences

174,313

64,477

48,153

TOTAL INCOME AND EXPENSES DIRECTLY RECOGNIZED IN

EQUITY

174,313

64,477

48,153

Transfers to Profit and Loss Account:

TOTAL TRANSFERS TO PROFIT AND LOSS ACCOUNT

TOTAL RECOGNIZED INCOME AND EXPENSE

225,456

2,486,439

1,145,920

Attributable to the Parent Company

225,456

2,486,439

1,145,920

Attributable to minority interests

7

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

ANTEVENIO S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AT 30 JUNE 2019

(in Euros)

Registere

Share

Reserves and

(Parent

Other equity

Translation

Total

d Capital

Premium

Profit/(Loss)

Company

instruments

differences

for the period

Shares)

Balance at 12/31/2017

231,412

8,189,787

6,786,606

(513,805)

1,022,700

(269,395)

15,447,305

Balance at 01/01/2018

231,412

8,189,787

6,731,035

(513,805)

1,022,700

(269,395)

15,391,734

Recognized income and expense

1,097,767

48,153

1,145,920

Other transactions

(286,559)

(286,559)

Transactions with Parent Company shares

(115,899)

(115,899)

Dividends

(1,262,249)

(1,262,249)

Balance at 06/30/2018

231,412

8,189,787

6,279,994

(513,805)

906,801

(221,242)

14,872,947

Recognized income and expense

1,324,195

16,323

1,340,518

Other transactions

279,651

279,651

Other non‐current assets

Transactions with Parent Company shares

399,505

(636,801)

(237,296)

Dividends

Balance at 12/31/2018

231,412

8,189,787

7,883,840

(114,300)

270,000

(204,919)

16,255,820

Recognized income and expense

51,143

(94,008)

(42,865)

Other transactions

22,150

22,150

Transactions with Parent Company shares

(80,014)

(80,014)

Dividends

Balance at 06/30/2019

231,412

8,189,787

7,957,133

(194,314)

270,000

(298,927)

16,155,091

8

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

ANTEVENIO S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE ANNUAL PERIOD ENDED 30 JUNE 2019 (in Euros)

STATEMENT OF CASH FLOWS

Note

30/06/2019

31/12/2018

30/06/2018

CASH FLOWS FROM OPERATING ACTIVITIES (A)

(109,844)

2,339,851

1,040,966

Profit / (Loss) before taxes

220,555

2,936,178

1,224,679

Adjustments for:

+ Depreciation and amortization

6 and 7

324,354

517,965

189,919

+ / ‐ Impairment losses

92,260

284,594

141,205

+ / ‐ Grants taken to P&L

(40,869)

(37,755)

(2,900)

‐ Finance income

17

(6,104)

(2,840)

(2,503)

+ Finance expense

17

34,417

86,320

23,952

+/‐ Translation differences

11

(5,600)

47,632

4,351

+/‐ Other income and expenses

(202,452)

(6,908)

(47,161)

+/‐ Other taxes

(30,593)

(70,603)

(23,785)

Changes in operating assets and liabilities:

Changes in receivables

921,183

(234,412)

(277,315)

Changes in payables

229,700

(770,249)

(16,067)

Changes in other current assets

(42,557)

31,012

423,258

Changes in other non‐current liabilities

(20,192)

23,370

833

Changes in other current liabilities

(1,325,343)

417,514

(231,318)

Other non‐current assets

(230,290)

(554,926)

(275,585)

‐ Income tax paid

(243,560)

(69,147)

Interest paid (‐)

(34,417)

(86,320)

(23,952)

Interest received (+)

6,104

2,840

2,503

CASH FLOWS FROM INVESTING ACTIVITIES (B)

(523,490)

(105,531)

(77,405)

Investments in intangible assets

7

(289,634)

(169,735)

(6,693)

Investments in property, plant and equipment

6

(41,078)

64,204

(70,712)

Business combinations

25

(192,778)

Other non‐current assets

Proceeds from disposal of fixed assets

CASH FLOWS FROM FINANCING ACTIVITIES (C)

16,399

(1,905,888)

(456,327)

Changes in other non‐current liabilities

Changes in debt to other entities

96,416

14,159

(101,029)

Changes in other current liabilities

Grants awarded

Dividends paid

2

(1,262,249)

Interest on other equity instruments (‐)

14

(80,017)

(657,799)

(355,298)

EFFECT OF FOREIGN EXCHANGE RATES FLUCTUATIONS (D)

(94,008)

64,477

48,153

Net increase/decrease in cash and cash equivalents (E=A+B+C+D)

(710,942)

392,908

555,387

Cash and cash equivalents at beginning of period (F)

5,774,405

5,219,018

5,219,018

Cash and cash equivalents at end of period (G=E+F)

5,063,463

5,611,926

5,774,405

9

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Table of contents

NOTE 1.

GROUP COMPANIES, JOINTLY CONTROLLED ENTITIES AND

ASSOCIATED COMPANIES ......................................................................................................

11

NOTE 2.

BASIS FOR PRESENTATION OF THE INTERIM CONSOLIDATED

FINANCIAL STATEMENTS.......................................................................................................

14

NOTE 3.

EARNINGS / LOSS PER SHARE.........................................................................

22

NOTE 4.

SIGNIFICANT ACCOUNTING POLICIES .........................................................

23

NOTE 5.

CONSOLIDATION GOODWILL ..........................................................................

39

NOTE 6.

PROPERTY, PLANT AND EQUIPMENT ............................................................

40

NOTE 7.

INTANGIBLE ASSETS ........................................................................................

41

NOTE 8.

OPERATING LEASES...........................................................................................

42

NOTE 9.

CURRENT AND NON-CURRENT FINANCIAL ASSETS .................................

42

NOTE 10.

NON-CURRENT AND CURRENT LIABILITIES ...............................................

44

NOTE 11.

INFORMATION ON THE NATURE AND LEVEL OF RISK FROM

FINANCIAL INSTRUMENTS.....................................................................................................

46

NOTE 12.

EQUITY ..................................................................................................................

50

NOTE 13.

TRANSLATION DIFFERENCES..........................................................................

52

NOTE 14.

EQUITY INSTRUMENTS-BASED PAYMENT TRANSACTIONS. ..................

53

NOTE 15.

DEFERRED INCOME............................................................................................

55

NOTE 16.

TAXATION ............................................................................................................

56

NOTE 17 REVENUE AND EXPENSES .....................................................................................

60

NOTE 18. PROVISIONS AND CONTINGENCIES ...................................................................

61

NOTE 19.

ENVIRONMENTAL INFORMATION .................................................................

62

NOTE 20.

EVENTS AFTER THE REPORTING PERIOD ....................................................

62

NOTE 21.

COMPENSATION AND INTERESTS OF AND BALANCES WITH

DIRECTORS OF THE PARENT COMPANY ............................................................................

62

NOTE 22.

OTHER INFORMATION.......................................................................................

63

NOTE 23.

SEGMENT REPORTING.......................................................................................

64

NOTE 24.

RELATED PARTY TRANSACTIONS .................................................................

67

NOTE 25. BUSINESS COMBINATIONS.................................................................................. .

69

10

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

ANTEVENIO S.A. AND SUBSIDIARIES

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR

THE HALF-YEAR ENDED 30 JUNE 2019

NOTE 1. GROUP COMPANIES, JOINTLY CONTROLLED ENTITIES AND ASSOCIATED COMPANIES

1.1) Parent Company; particulars and activity

  1. Incorporation and registered address
    Antevenio, S.A.(hereinafter the Parent Company) was incorporated as a private company on 20 November 1997, with the name "Interactive Network, SL"; subsequently, the Company converted into public and changed its name to "I Network Advertising, S.A." on 22 January 2001. On 7 April 2005, the General Meeting of Shareholders approved the change of the Company's name to its current one.
    Its registered address is at C/ Marqués de Riscal, 11, planta 2ª, Madrid.
  2. General information
    The Consolidated Interim Financial Statements of Antevenio Group have been prepared and authorized for issue by the Board of Directors of the Company.
    The presentation currency used in these Interim Consolidated Financial Statements is Euro. Unless otherwise stated, all figures are presented in Euros.
  3. Activity
    Its activity consists in those activities that, according to the existing provisions on advertising, are typical of general advertising agencies; accordingly the Company may execute all manner of acts, contracts and transactions and, in general, take all measures directly or indirectly conducive to, or deemed necessary or convenient for the accomplishment of the aforementioned corporate purpose. The activities comprised within its corporate purpose may be performed, entirely or partly, by the parent Company, either directly or indirectly through its interests in other companies with an identical or similar purpose.
    Antevenio, S.A. shares are listed on the French alternative stock market Euronext Growth. Antevenio shares were traded for the first time on that market in 2007.
  4. Financial Year
    The Parent Company's financial year covers the period from January 1 to December 31 of each calendar year.

11

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

1.2) Subsidiaries

The details of the subsidiaries included within the consolidation perimeter are as follows:

Percentage of

Percentage of

Percentage of

Ownership

Ownership

Ownership

Company

30/06/2018

31/12/2018

30/06/2019

Mamvo Performance, S.L.U.

100%

100%

100%

Marketing Manager Servicios de Marketing, S.L.U.

100%

100%

100%

Antevenio S.R.L.

100%

100%

100%

Antevenio ESP, S.L.U.

100%

100%

100%

Antevenio France S.R.L.

100%

100%

100%

Código Barras Networks S.L.U (**)

100%

100%

100%

Antevenio Argentina S.R.L. (*)

100%

100%

100%

Antevenio México S.A de C.V

100%

100%

100%

Antevenio Publicité, S.A.S.U.

100%

100%

100%

Antevenio Rich & Reach, S.L.U.

100%

100%

100%

React2Media, L.L.C. (1)

51%

51%

69.36%

Foreseen Media S.L.

-

-

70%

Holdings in the capital of these subsidiaries are held by the Parent Company, except:

  1. Holding held by Mamvo Performance, S.L.U. and Antevenio ESP, S.L.U. (75% and 25% respectively).
  1. Holding held by Antevenio, Rich & Reach, S.L.U.
    (1) See Note 25 Business combinations.

Companies where the Company holds a majority of voting rights have been fully consolidated as subsidiaries. These companies have also fiscal years ending on 31 December each year.

On 20 February 2019, the Parent Company completed the acquisition of 70% of the shares in the Spanish company Foreseen Media S.L for 54,912 euros; the entire amount of which was paid to the counterparty on said date. This is the only controlled company that has been excluded from the consolidation process due to the Group's subscription to the dispensation on the account of size, as permitted by current legislation.

Apart from what was previously mentioned, in the first half of 2019, no changes in the consolidation perimeter took place, despite what was stated in note 25 in these explanatory notes regarding the implementation of the purchasing option made on 5 June 2019, as provided for by the purchase agreement dated 22 June 2016 involving the U.S. company React2Media, L.L.C..

12

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

The main features of the subsidiaries are as follows:

Incorporation

Company

Year

Registered Address

Corporate Purpose

Mamvo Performance, S.L.U.

1996

C/ Marqués de Riscal, 11

Online advertising and direct marketing for

the generation of useful contacts.

Marketing Manager Servicios de

2005

C/ Marqués de Riscal, 11

Advice to commercial communication-

Marketing, S.L.U.

related companies.

Antevenio S.R.L.

2004

Viale Francesco Restelli 3/7

Advertising and Marketing on the Internet.

20124 Milano

Antevenio ESP, S.L.U.

Advertising, online advertising and e-

2009

C/ Marqués de Riscal, 11

commerce operation services through

electronic means.

Advertising and promotional services on the

Antevenio France, S.R.L.

2009

62B Rue des Peupliers 92100

Internet, research, distribution and provision

Boulogne Billancourt, France.

of services in the field of advertising and

marketing on the Internet.

Its corporate purpose is the marketing of

advertising space in products' search engines,

Código Barras Networks S.L.

2010

C/ Marqués de Riscal, 11

price comparators and contextual windows

that the Company implements, manages and

maintains on the Internet.

Antevenio Argentina S.R.L.

2010

Esmeralda 1376 piso 2 Ciudad de

Commercial brokerage, marketing and

Buenos Aires Argentina

advertising services.

Calle Parral 41 Colonia Condesa

Antevenio México, S.A. de CV.

2007

Delegacion Cuauhtemoc Ciudad de

Other advertising services.

Mexico

Advertising and promotional services on the

Antevenio Publicité, S.A.S.U.

2008

62B Rue des Peupliers 92100

Internet; research, distribution and provision

Boulogne Billancourt, France.

of services in the field of advertising and

marketing on the Internet.

Antevenio, Rich & Reach, S.L.U.

2013

C/ Marqués de Riscal, 11

Internet services, especially in the field of

online advertising.

React2Media, L.L.C.

2008

35W 36th St New York

Online marketing services

Purchase, sale, management, marketing and

licensing of all types of rights related to

Foreseen Media S.L.

2017

C/ Marqués de Riscal, 11

eSports or sports played on computer systems,

including the purchase and sale of advertising

spaces, assets and sponsorship of players,

teams and competitions.

13

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

NOTE 2. BASIS FOR PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

  1. Application of International Financial Reporting Standards (IFRS)
    These Interim Consolidated Financial Statements have been prepared in a manner consistent with the provisions of the International Financial Reporting Standards, as adopted by the European Union in accordance with Regulation (CE) No. 1606/2002 of the European Parliament and the Council, effective as of 31 December 2016, taking into account all compulsory applicable accounting policies, standards and measurement criteria that have a significant impact. Since 2006 the Company has prepared its Consolidated Interim Financial Statements pursuant to the International Financial Reporting Standards (IFRS); shares of the Company were admitted to trading on the French alternative stock market Euronext Growth in 2007 (see Note 1).
    Accounting policies and measurement principles applied by Directors in preparing these Interim Consolidated Financial Statements consolidated are summarized in Note 4. The Directors of the Parent Company are responsible for the information presented in these Interim Consolidated Financial Statements.
    In compliance with IFRS, the Interim Consolidated Financial Statements comprise the following Consolidated Statements for the six-month period ending 30 June 2019:
    • Consolidated Statement of Financial Position
    • Consolidated Profit and Loss Account
    • Consolidated Statement of Comprehensive Income
    • Consolidated Statement of Changes in Equity
    • Consolidated Statement of Cash Flows.
    • Notes to the Interim Consolidated Financial Statements.

During 2018 and the six-month period ending 30 June 2019, the following new and amended accounting standards have come into force; accordingly these standards have been taken into account in the preparation of these Consolidated Interim Financial Statements:

  1. Standards and interpretations approved by the European Union, applied for the first time in the Consolidated Interim Financial Statements of 2018.

14

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

The accounting policies used in the preparation of the Interim Consolidated Financial Statements which were applied for the first time during the 2018 financial year are as follows:

Effective Date (financial years beginning on):

IFRS 9

Financial instruments

IFRS 15

Revenue from Contracts with Customers

Clarifications to IFRS 15

Revenue from Contracts with Customers

Clarifications to IFRS 4

Insurance Contracts

IFRIC 22

Foreign Currency Transactions

Clarifications to IAS 40

Investment Property

Clarifications to IFRS 2

Equity instruments-based payments

Annual improvements to

Cycle 2014-2016

IFRS

1 January 2018

1 January 2018

1 January 2018

1 January 2018

1 January 2018

1 January 2018

1 January 2018

1 January 2017-

2018

Additionally, the following accounting policies have been first applied in the financial year 2019:

Effective Date

(financial years

beginning on):

Clarifications to IFRS 9

Financial instruments

1 January 2019

IFRS 16

Leases

1 January 2019

In 2018, the new international standards applied by the Group were as follows:

IFRS 9 Financial Instruments

The new IFRS 9, published in July 2014, establishes the requirements for recognition, classification and measurement of financial assets, financial liabilities and certain purchases or sales agreements of non-financial items. This standard replaces IAS 39.

The Group has retroactively adopted the requirements of the new standard with the first date of application being 1 January 2018, opting to not restate the numbers corresponding to comparative periods.

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

i)Classification and measurement

IFRS 9 introduces a new classification approach depending on the characteristics of the contractual cash flows of financial assets and the business model in which said assets are managed, establishing three categories for assessment:

-At amortized cost.

-At fair value with changes in other comprehensive income -At fair value with changes in profit or loss

There are also two options for irrevocable designation in the initial recognition:

-It is possible to choose to present in other comprehensive income the subsequent changes in the fair value of certain investments in financial instruments, in such a way that subsequently only dividends are carried over into income.

-A financial asset can be designated to be assessed at fair value changes in profits and losses if in this way an accounting misalignment can be reduced or eliminated.

Likewise, it establishes that contractual modifications of financial assets which do not result in derecognition from the balance sheet shall be accounted for as a change in estimate, maintaining the original effective rate.

The Group has classified their financial assets in the following categories as permitted by the standard:

-Financial assets measured at amortized cost,

-Financial assets measured at fair value with changes in profit or loss, which include assets which cannot be measured at amortized cost; and

-Financial assets measured at fair value through changes in equity

In this new classification, no significant adjustments have been recognized since most of the assets continue to be assessed at amortized cost since the contractual cash flows are only payment of principal and interests and the assets are maintained until maturity.

In this way, the amount classified under the IAS 39 in the following categories are equivalent to the new categories under the IFRS 9 in these notes on the consolidated interim financial statements.

In relation to financial liabilities, IFRS 9 does not change with respect to IAS 39, except for the change in treatment in the renegotiations of financial liabilities which did not cause them to be derecognized. There was no transition fit under this concept.

ii)Impairment loss

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

IFRS 9 substitutes an incurred loss model from IAS 39 with one for expected losses. Under the new standard, the losses provision is calculated based on expected losses for the upcoming 12 months or for the entire life of the instruments depending on the significant increase of risk.

The Group has chosen the simplified approach (provision for expected losses during the asset's entire life). In this respect, the Group has established a procedure by which the accounts receivable not only deteriorate when no longer recoverable (incurred losses) but it also considers the possible expected losses based on the evolution of the specific credit risk of the client, its sector and country. A simplified approach has been used for accounts receivable and the general approach has been used for the other financial assets. In this new model, the Group has not deemed that significant adjustments will be recognized.

iii)Accounting Hedges

IFRS 9 requires the Group to ensure that the accounting hedge relationships are in line with the risk management objectives and strategy of the Group and to apply a more qualitative and prospective approach to measure efficiency. Likewise, IFRS 9 also introduces new requirements on the rebalancing of hedges and prohibits the voluntary discontinuation of hedges.

When initially applying IFRS 9, the Group has the option to continue applying the hedge accounting requirements of IAS 39 instead of the requirements of IFRS 9. The Group has chosen to apply the new requirements of IFRS 9. The new standard has not in this regard had any relevant impact on the consolidated annual accounts at 31 December 2018.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 establishes that the Group shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenue is recognized when the customer obtains control of the goods or services.

Based on the new criteria, a five step model shall be applied for recognition of revenue in order to determine the timing of recognition and the amount of revenue to be recognized:

•Step 1: Identify the contract

•Step 2: Identify the separate performance obligations in the contract

•Step 3: Determine the transaction price

•Step 4: Allocate the transaction price to the separate performance obligations

•Step 5: Recognize revenue when the entity satisfies a performance obligation

In this new model, it is specified that the income must be recognized when (or insofar as) an entity transmits control of the assets or services to a client, and in the amount that the entity wishes to have the right to receive. Depending on whether certain criteria are met, the income is recognized either throughout a period of time, in such a way that shows the entity's undertaking of the contractual obligation; or at a specific time, when the client obtains control over the assets or services.

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

The Group has looked over the different types of contracts with clients, identifying the performance obligations, the determination of the schedule to satisfy these obligations, the price of the transaction and its allocation, in order to identify possible differences with the income recognition model of the new standard, without finding any significant differences between them nor any compliance obligations which may give rise to the recognition of liabilities due to contracts with clients.

On the other hand, IFRS 15 requires the recognition of an asset by costs which are incrementally incurred to obtain contracts with clients, and which are expected to be recovered, being amortized systematically in the consolidated profits and losses account to the same extent that income related to said asset is charged; There is no significant impact arising from the application of the new regulation.

According to the analysis and implementation carried out on 1 January 2018, the adoption of IFRS 15 "Revenue from Contracts with Customers" has not had any significant impact.

The new international standards that have been applied by the Group during the six-month period ending on 30 June 2019 were as follows:

IFRS 16 Leases

IFRS 16 came into force on 1 January 2019 and replaces IAS 17 and the associated interpretations (IFRIC 4, SIC-15 and SIC-27).

IFRS 16 introduces a single accounting model for lessees which means including most of the leases in the balance sheet (given that there are practical exemptions), similarly to the current recognition of financial leases established in IAS 17 (an asset will be recognized for right of use and a liability for lease, in such a way that in the income statement, an expense shall be recognized for the amortization of the asset for right of use and a financial expense for lease liability accounted for at amortized cost). This means, from the point-of-view of the lessee, there will be no distinction between operational and financial leases, but rather all of them will be accounted for in the same way.

The standard, which increases its focus on controlling the asset, allows for two practical exemptions to be applied in order to facilitate the application of the new standard: leases with a duration of less than twelve months, as well as leases with an underlying asset with a rather insignificant value, cannot be recognized as indicated, but rather the lease expense can be recognized simply in the same way as a current operational lease.

In summary, according to IFRS 16, save for cases in which it is decided to apply the aforementioned practical exemptions, the lessee shall:

-Recognize a financial liability equal to the current value of the fixed payments to be carried out during the period of the lease;

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

-Recognize an asset in the balance sheet for the right to use the corresponding asset, which shall be assessed taking as a reference the amount of the associated financial liability, to which the direct costs incurred to enter into the contract, the payments which must be made in advance, and the costs of future dismantling will be added.

As of the reporting date of these explanatory notes on the consolidated interim financial statements, the Group has adopted this standard. At 30 June 2019, the impact from the application of this standard has led to recognition of the following:

-Aright-of-use asset for a gross amount of 1,345,792 euro (recognized under "Property, plant and equipment" in the consolidated statement of financial position).

-A liability for future payment obligations amounting to 1,158,755 euro:

o The non-current portion of which, amounting to 638,581 euro, has been recognized under non-current liabilities item "Provisions".

o The current portion of which, amounting to 520,174 euro, has been recognized under current liabilities item "Other current liabilities".

  • An expense relating to the amortisation of saidright-of-use, amounting to 194,894 euros, under "Allowance for property, plant and equipment depreciation" in the consolidated profits account.
  • A financial expense relating to liability updates, amounting to 7,858 euros, under "Financial expenses with third parties" in the consolidated profits account.

For the comparative figures of the period ending 31 December 2018, these leases have been left under IAS 17.

The above-mentioned future minimum payment commitments for recognized leases relate to leases held by the following Group companies: detailing the year it ceases to be mandatory:

-Antevenio Publicité, S.A.S.U. (2026) -Antevenio S.R.L. (2023)

-Antevenio México, S.A. de CV (2019) -React2Media, L.L.C. (2020) -Antevenio, S.A. (2020)

With regards to the other standards, interpretations and amendments issued by IASB which are not yet effective, the Directors have assessed the potential impact of the future application of these standards and consider their coming into force will not have a significant effect on the Consolidated Financial Statements.

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

  1. Other standards, amendments and interpretations issued by the IASB pending approval by the European Union:

IASB effective

EU effective date

date

Annual improvements

Cycle 2015-2017

1 January 2019

Pending

to IFRS

IFRS 14

Regulatory Deferral Accounts

1 January 2016

Pending

IFRIC 23

Uncertainty over Income

1 January 2019

Pending

Tax Treatments

Amendments to IAS 28

Long-term interests in Associates and Joint

1 January 2019

Pending

Ventures

IFRS 17

Insurance Contracts

1 January 2021

Pending

Amendments to IAS 19 Plan Amendment, Curtailment or Settlement

1 January 2019

Pending

None of these Standards has been earlier applied by the Group.

  1. Fair presentation
    The accompanying Interim Consolidated Financial Statements for the six-month period ended 30 June 2019 have been prepared from the accounting records of the companies included in the Group and are presented in accordance with the provisions of the International Financial Reporting Standards and the applicable Spanish accounting legislation, in order to show a true and fair view of the equity, financial position, results, changes in equity and cash flows of the Group occurred during the six-month period ended 30 June 2019.
  2. Critical issues regarding the measurement and estimation of uncertainties
    In the preparation of the accompanying Interim Consolidated Financial Statements according to IFRS, the Directors of the Parent Company have used accounting estimates and assumptions to measure certain of the assets, liabilities, income, expenses and commitments obligations therein disclosed. Accounting estimates and assumptions having a more significant impact on these Interim Consolidated Financial Statements have been separately addressed in different sections of this document:
    • The useful life of property, plant and equipment and intangible assets (Notes 4f and 4g). Determining useful life requires making estimates in connection with future technological developments and alternative uses for assets. There is a significant element of judgment involved in making technological development assumptions, since the timing and scope of future technological advances are difficult to predict.

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

    • The assessment of eventual impairment losses on goodwill (notes 4h and 4i). The decision to recognize an impairment loss involves developing estimates that include, among others, an analysis of the causes of the potential impairment, as well as its timing and expected amount. On an annual basis the Group assesses its relevantcash-generating units' performance to identify potential impairments; these assessments are based on risk-adjusted future cash flows discounted at the appropriate interest rates. Key assumptions used are disclosed in Note 5. The assumptions relating to risk-adjusted future cash flows and discount rates are based on business estimates and, accordingly, are inherently subjective in nature. Future events may lead to changes in the estimates made by Directors, with the resulting adverse impact on the Group's future results. Insofar as it has been deemed material, a sensitivity analysis of the impact of changes in the assumptions used and of the impact on the recoverable value of the relevant cash generating unit (CGU) has been disclosed.
    • The fair value of certain financial instruments and their eventual impairment (note 4k and 4w).
    • The calculation of provisions, as well as the likelihood of occurrence and the amount of indeterminate or contingent liabilities (note 4o).
    • Forecasts of future taxable profits that make the recovery of deferred tax assets likely (note 4m). The Group assesses the recoverability of deferred tax assets based on estimates of future earnings of the tax group. Such recoverability ultimately depends on the tax group's ability to generate taxable earnings over the period for which the deferred tax assets remain deductible. Future events may lead to changes in the estimates made by Directors, with the resulting adverse impact on the Group's future taxable profit. This analysis is based on the estimated schedule for reversing deferred tax liabilities.
    • Determination of fair value at acquisition date of assets, liabilities and contingent liabilities acquired in business combinations (Note 4u).
    • The measurement of the estimation for expected credit losses due to trade and assets of the contract: key cases for determining the weighted average loss ratio; these estimates were made based on the best information available at the date of preparation of these Interim Consolidated Financial Statements, on past experience and on other various factors that were then considered material. However, the actual final results may differ from those estimates. Any future event not known at the date of preparation of these estimates could result in changes (upwards or downwards), which would, when appropriate, applied prospectively.
  1. Classification of current andnon-current items
    For the classification of the current items, a maximum period of one year from the date of the accompanying Interim Consolidated Financial Statements has been applied.

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

  1. Correction of errors
    In 2018, the Antevenio Group proceeded to record a correction of errors for the invoices issued in previous periods (2014, 2015, 2016) which, based on past estimates made, amounted to 55,571 euros.
    The Group considers that the impact was not material in the context of the consolidated financial statements at 31 December 2018 as a whole and, accordingly, has restated the comparative figures but has not submitted a third statement of its financial position as of the beginning of 2017.
    No corrections of errors during the six-month period ending on 30 June 2019 were made.
  2. Comparative information
    The Interim Consolidated Financial Statements for the six-month period ended 30 June 2019 include, for comparison purposes, the figures for the six-month period ended 30 June 2018 and the figures for 2018 included in the Consolidated Financial Statements approved by the Company's General Meeting of Shareholders, held on 19 June 2019, that have also been prepared in accordance with the provisions of the International Financial Reporting Standards, as adopted by the European Union. Accordingly, the accounts from prior periods are comparable and homogeneous; the accounts for the year ended 31 December 2018 are not comparable as they refer to a 12-month period.

NOTE 3. EARNINGS / LOSS PER SHARE

Basic earnings/loss per share

Basic earnings/loss per share is calculated by dividing the consolidated profit/loss attributable to the Parent Company by the weighted average number of shares outstanding during the financial year, excluding the average number of treasury shares held during the period.

Diluted earnings/loss per share

Diluted earnings/loss per share is calculated similarly to the basic profit/loss per share, but the weighted average number of shares outstanding is increased with stock options, warrants and convertible bonds.

Calculation of earnings/loss per share is shown below:

30/06/2018

31/12/2018

30/06/2019

Net profit/(loss) for the year

1,097,767

2,421,962

51,143

Weighted average number of outstanding shares

4,009,147

4,192,495

4,181,032

Basic earnings per weighted average number of shares

0.27

0.58

0.01

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

During the presented periods, the Group did not execute any transaction causing dilution; accordingly, basic earnings/loss per share matches diluted earnings/loss per share.

The Annual General Meeting held on 19 June 2019 approved the following distribution of profit made as of 31 December 2018 by the Parent Company:

Basis of distribution

Profit and loss (profit)

750,087

Total

750,087

Application

To offset prior periods' losses

750,087

Total

750,087

NOTE 4. SIGNIFICANT ACCOUNTING POLICIES

The main accounting policies applied by the Group in the preparation of the Interim Consolidated Financial Statements for the six-month period ended 30 June 2019 were as follows:

  1. Consolidation methods
    These Interim Consolidated Financial Statements include the Parent Company and all the subsidiaries over which the Group has control. Subsidiaries are those companies over which the Parent Company or any of its subsidiaries have control. Control is established by:
    • Power over the investee;
    • Exposure, or rights, to variable returns from its involvement with the investee; and
    • The ability to use its power over the investee to affect the amount of the investor's returns.

Subsidiaries are consolidated even if acquired for disposal.

Any balances, transactions, and gains and losses realized between Group companies included within the Group's continuing operations are subsequently eliminated in the consolidation process. Transactions between continuing and discontinuing operations expected to continue after disposal are not eliminated from continuing operations in order to present continuing operations consistently with the commercial operations they carry out.

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Associates, companies over which the Group has a significant influence but over which it has no control, and jointly-controlled entities ("joint ventures"), where companies are entitled to the joint arrangement's net assets, have been consolidated using the equity method, except when these investments are eligible to be classified as held-for-sale. Any gains or losses resulting from transactions between Group companies and associates or jointly-controlled entities have been eliminated in proportion to the Group's interests in those companies. When the Group's share in the losses of a company consolidated using the equity method exceeds the amount of the Group investment, the Group recognizes a provision for its share of losses in excess of the investment. The value of the investment in any investee consolidated using the equity method is equal to the carrying amount of the equity investment and any other non-current interest that form an essential part of the net investment in the investee.

When control over a subsidiary is lost as a result of a transaction, event or any other circumstance, the Group derecognizes all the assets, liabilities and non-controlling interests at their carrying amount and recognizes the fair value of consideration received. Retained interests in the former subsidiary are recognized at fair value as at the date when control over it was lost. Any resulting difference is recognized as a gain or loss under "Other Income (Expense)" in the Statement of Comprehensive Income.

The financial statements of subsidiaries, associates and jointly-controlled entities are referred to the reporting period ended on the same date of the Parent Company's separate interim financial statements, and have been prepared applying consistent accounting policies (EU-IFRS).

  1. Uniformity of line items
    The different line items in the separate interim financial statements of each Group company have been subject to the appropriate measurement uniformity by adapting the criteria used to those used by the Parent Company (Antevenio, S.A.) for its own interim financial statements, provided they involve a significant effect.
    No unification of timing is required as all the companies included in the attached Interim Consolidated Financial Statements have their half-year end date on 30 June 2019.
  2. First consolidation difference
    The first consolidation difference was calculated as the difference between the carrying amount of the investment in the subsidiaries and the value of the proportional share of the investees' consolidated equity on the date of first consolidation.
    In the case of a positive consolidation difference, corresponding to the excess of the cost of the investment and the attributable carrying amount of the investee at the date of joining the Group, the difference is allocated directly, to the extent possible, to assets of the subsidiary without exceeding the market value thereof. When the difference cannot be allocated to assets, it is considered as consolidation goodwill that shall be annually subject to the relevant impairment test (see Note 4i).

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Negative consolidation differences are recognized in the Consolidated Profit and Loss Account, and relate to the negative difference between the carrying amount of the parent Company's direct investment in the capital of the subsidiary and the value of the proportional share in the investee's equity attributable to the investment on the date of initial consolidation.

  1. Translation differences
    In the Consolidated Statement of Financial Position and in the Consolidated Profit and Loss Account, items relating to consolidated companies whose functional currency is not the Euro have been translated to Euro using the following criteria:
    • Assets, liabilities, income and expenses (excluding equity): at the exchange rate at the end of each year
    • Items in the Consolidated Profit and Loss Account: at the average exchange rate of the financial year.
    • Equity at the historical exchange rate.

The differences resulting from the application of different exchange rates, in accordance with criteria above, are recognized under the "Translation Differences" in the Consolidated Statement of Financial Position.

Hyperinflationary economies:

Pursuant to the provisions of International Accounting Standard (IAS) 21, the results and financial position of an entity whose functional currency is the currency of a hyperinflationary economy shall be translated into a different presentation currency using the following procedures:

  1. all amounts (i.e. assets, liabilities, equity items, income and expenses, including comparatives) shall be translated at the closing rate at the date of the most recent statement of financial position; except that
  2. when amounts are translated into the currency of anon-hyperinflationary economy, comparative amounts shall be those that were presented as current year amounts in the relevant prior year financial statements (i.e. not adjusted for subsequent changes in the price level or subsequent changes in exchange rates).

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

When an entity's functional currency is the currency of a hyperinflationary economy, the entity shall restate its financial statements in accordance with the translation method set out in the foregoing paragraphs, except for comparative amounts that are translated into a currency of a non-hyperinflationary economy. When the economy ceases to be hyperinflationary and the entity no longer restates its financial statements, it shall use as the historical costs for translation into the presentation currency the amounts restated to the price level at the date the entity ceased restating its financial statements. The Group has concluded that application of this model to the Group company based in Argentina is not relevant; accordingly, the comparative figures for the annual period ended 31 December 2018 have been restated and the six-month period ending 30 June 2019.

  1. Transactions between companies included in the consolidation perimeter
    As prior step to preparation of the Interim Consolidated Financial Statements, the Directors have proceeded to eliminate all balances and transactions between Group companies, as well as any gains or losses obtained or incurred in by such companies as a result of the aforementioned transactions.
  2. Intangible assets
    In general, intangible assets are always recognized when they comply with the identifiability criterion and are initially measured at their acquisition or production cost, less accumulated amortization and, where appropriate, impairment losses. In particular, the following criteria are applicable:
    Industrial property
    Industrial property relates to capitalized development costs for which the relevant patents, etc. have been obtained, and includes the costs of registration and formalization of industrial property and those of acquisition of the rights from third parties. Industrial property is amortized on a straight-line basis throughout its useful life, at an annual rate of 20%.
    Computer software
    The licenses for computer software acquired from third parties or internally developed computer software are recognized as intangible assets on the basis of the costs incurred in acquiring or developing them, and preparing them for use.
    Computer software is amortized on a straight-line basis throughout its useful life, at an annual rate of 25%.
    Any maintenance costs relating to computer applications incurred into during the year are recognized in the Consolidated Profit and Loss Account.

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

g) Property, plant and equipment

Property, plant and equipment is recognized at acquisition or production cost and less any accumulated depreciation and, where appropriate, impairment losses.

Indirect taxes on property, plant and equipment are included in the acquisition price or production cost only when they are not directly recoverable from Tax Authorities.

The costs of expansion, modernization or improvements leading to increased productivity, capacity or efficiency, or to an extension of the useful lives of the assets are recognized as an increased cost thereof. Upkeep and maintenance expenses are charged to the Consolidated Profit and Loss Account for the relevant year.

The Group depreciates property, plant and equipment on a straight-line basis. The useful life and depreciation rates applied are as follows:

Estimated Years of

Annual Percentage

Useful Life

Other installations

20

5

Furniture

10

10

Computer Hardware

18

5.71

Motor vehicles

25

4

Machinery

20

5

Other property, plant and equipment

20-10

5-10

Investments made by the Group in leased premises, which are not separable from the leased asset, are amortized over their useful life which corresponds to the lesser of the duration of the lease, including renewal period when there is evidence to support that it will occur, and the economic life of the asset.

h) Goodwill

Goodwill may only be recognized as an asset when it arises from an onerous acquisition in a business combination.

Goodwill is allocated between all the company's cash-generating units that are expected to benefit from the synergies of the business combination and, where appropriate, an impairment is recognized (see Note 4 i).

Subsequent to initial recognition thereof goodwill is measured at purchase price less any accumulated amortization and, where appropriate, the accumulated amount of any recognized impairment.

Goodwill is amortized on a straight-line basis over a period of ten years. Useful life shall be separately determined for each cash generating unit to which goodwill has been allocated.

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

The Company shall assess at least at the end of each reporting period whether there is any indication that any cash-generating units to which goodwill had been allocated may be impaired, and, where any such indication exists, the Company shall verify the eventual impairment thereof pursuant to Note 4i). Impairment recognized for goodwill is not reversed in subsequent reporting periods.

  1. Impairment of intangible assets; property, plant and equipment, and consolidation goodwill.

An impairment loss in the value of intangible assets or property, plant and equipment occurs when their carrying amount exceed their recoverable value, the latest understood as the higher of its fair value less costs to sell and its value in use. For the calculation of the recoverable value of property, plant and equipment and intangible assets, the value in use is the criterion used by the Group.

To these purposes, at least at year end, the Group assesses, using the so-called "impairment test", whether there is evidence that any intangible assets or property, plant and equipment with indefinite useful life, or, where applicable, any cash-generating unit may be impaired; if so the Company proceeds to estimate the recoverable amount thereof applying the corresponding value adjustments. A cash-generating unit (CGU) is the smallest identifiable group of assets that generates cash flows that are largely independent of those derived from other assets or groups of assets.

The impairment of property, plant and equipment is calculated individually. However, when the recoverable amount of each individual asset cannot be determined, the Company proceeds to establish the recoverable amount of the cash-generating unit to which the relevant asset is associated.

The procedure implemented by the Group management for determining the impairment is as follows:

For estimating value in use, the Group management annually prepares a business plan by markets and activities for each cash-generating unit, these business plans typically extend over a five-year period. The main components of this plan are the projections of income and cash flows.

Other variables that influence the calculation of the recoverable amount are:

  • The discount rate to be applied, estimated to range from 10% to 12% depending on the relevant region; the main variables that influence the calculation are the cost of the liabilities and the specific risks of the assets.
  • The growth rate of the cash flows used were established based on each company and each geographic market.

The projections are prepared based on past experience as well as the best available estimates, which are consistent with the information from external sources.

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

The five-year strategic plan for the Group companies is approved by the Directors of the Parent Company.

As of the reporting date of these Consolidated Interim Financial Statements, no circumstances have arisen that may imply changes to the assumptions used and conclusions reached by the Group at year-end 2018.

Should the company need to recognize an impairment loss for a cash-generating unit to which all or part of goodwill has been allocated, it shall first reduce the carrying amount of the goodwill associated with that unit. If impairment exceeds the amount of goodwill, the company shall then reduce the remaining assets in the cash-generating unit on a pro rata basis based on their carrying amounts. The carrying amount of each asset may not be reduced below the higher of its fair value less costs to sell, its value in use or zero. Impairment losses shall be recognized in the income statement as an expense.

When an impairment loss is subsequently reversed (a circumstance that is not permitted in the specific case of goodwill), the carrying amount of the relevant asset or cash-generating unit is increased to the revised estimate of its recoverable value, insofar as the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or the cash-generating unit in prior years. A reversal of an impairment loss is recognized as income in the Consolidated Profit and Loss Account.

  1. Leases and other transactions of similar nature
    Financial leases are classified by the Group as transactions by which the lessor transfers substantially the risks and rewards incidental to ownership of the leased asset to the lessee, registering the rest as operational leases.
    In the finance lease operations in which the Group acts as a lessor, the Group records an asset in the balance sheet according to the nature of the asset under contract and a liability in the same amount, which is the lower between the fair value of the leased good and the current value of the agreed minimum lease payments at the beginning of the lease, including the price of the purchase option. Finance leases do not include contingent rents, the cost of services and taxes that may be passed on by the lessor. The finance charge is recognized in the Consolidated Profit and Loss Account for the reporting period in which it is accrued, using the effective interest method. Contingent rents are expensed in the reporting period in which they are accrued.
    Assets recorded for this type of operations are depreciated using similar criteria to those applied to tangible (or intangible) assets a whole, depending upon their nature.
    Expenses arising from operating leases are recognized in the Consolidated Profit and Loss Account for the year when they accrue.

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Similarly, the acquisition cost of the leased asset is presented in the balance sheet according to its nature, increased by the amount of the costs directly attributable to the contract, which are expensed in the period of the contract, applying the same criteria used for the recognition of lease income.

k) Financial Instruments

k.1) Recognition and derecognition

The Group recognizes financial assets and liabilities when the Group becomes party to the contractual provisions of the financial instrument.

Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when both the financial asset and substantially all the risks and rewards of ownership have been transferred. Financial liabilities are derecognized when they are extinguished, i.e. when the contractual obligation is discharged, cancelled or expires.

k.2) Classification and initial measurement of financial assets

Except for trade receivables that do not contain a significant financing component and that are measured at transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

Financial assets, other than designated and effective hedging instruments, are classified as either:

-At amortized cost.

-At fair value through profit or loss (FVTPL).

-At fair value through other comprehensive income (FVOCI).

In the reporting periods presented, the Group has no financial asset classified as

FVOCI.

Financial assets are classified on the basis of both:

-The entity's business model for managing the financial asset. -The contractual cash flow characteristics of the financial asset.

Except for the impairment on trade receivables that is presented under "Other expenses", all income and expense relating to financial assets are recognized in profit or loss for the period as either finance expense, finance income or other finance items.

k.3) Subsequent measurement of financial assets

Financial assets at amortized cost

Financial assets (not designated at FVTPL) are measured at cost if both the following two conditions are met:

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Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

-The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows.

-The contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, assets are measured at amortized cost, applying the effective interest method. Financial assets are not discounted when the effect of discounting them is immaterial. Cash and cash equivalents, trade receivables and most Group receivables are included in this category of financial instruments, together with listed bonds that were previously classified as held to maturity in accordance with IAS 39.

k.4) Impairment of financial assets

IFRS 9 impairment requirements include using additional prospective information for recognition of expected credit losses - the expected credit loss (ECL) approach. This approach replaces the "incurred loss model" of IAS 39. Instruments included within the scope of the new requirements include loans and other debt financial assets measured at amortized cost and at FVOCI; trade receivables; contract assets recognized and measured in accordance with IFRS 15, as well as loan commitments and certain financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss. Recognition of credit losses no longer depends on the Group having first identified a credit loss event. Instead, the Group considers a wider range of information when assessing credit risk and when measuring expected credit losses; this information includes past events, current conditions and reasonable and supporting forecasts affecting the expected collectability of the instrument future cash flows.

When applying this prospective approach, a distinction is made between:

-Financial instruments whose credit risk has not increased significantly since initial recognition or determined to have a low credit risk ("stage one"); and

-Financial instruments whose credit risk has increased significantly since initial recognition or not having a low credit risk ("stage two").

Stage 3 will cover any financial assets when at presentation date there is objective evidence of the asset being credit-impaired.

An allowance equal to "12-month expected credit losses" is recognized for the first category, while an allowance equal to "lifetime expected credit losses" is recognized for the second category. "Credit losses" are recognized for the second category.

Expected credit losses are measured using a probability-weighted estimate of the financial instrument's lifetime expected credit losses.

31

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Trade and other receivables and contract assets

The Group applies a simplified approach in accounting for trade and other receivables and contract assets, and recognizes a loss allowance at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected deficits in contractual cash flows, taking into account potential default at any time during the life of the financial instrument. For measurement thereof, the Group uses its past experience, external indicators and prospective information to calculate expected credit losses using a provision matrix.

The Group assesses the impairment of trade receivables on a collective basis, given that trade receivables share credit risk characteristics and have been grouped by the number of past-due days.

k.5) Classification and measurement of financial liabilities

Since accounting for financial liabilities under IFRS 9 is substantially similar to IAS 39, the Group's financial liabilities have not been affected by the adoption of IFRS 9. However, the accounting policy is disclosed below for the sake of completeness.

The Group's financial liabilities include financial debt and trade and other payables.

Financial liabilities are initially measured at fair value and, where appropriate, are adjusted for transaction cost, unless the Group had designated the financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortized cost applying the effective interest method, except for derivatives and financial liabilities designated at FVTPL that are subsequently measured at fair value and any gains or losses thereon are recognized in profit or loss.

Any expense relating to interest and, where appropriate, to fair value changes of financial instruments reported in profit or loss are presented under either finance expense or finance income.

  1. Foreign Currency
    Line items included in the interim consolidated financial statements of each Group company are measured in their respective functional currencies. The Interim Consolidated Financial Statements are presented in Euro, which is the functional and presentation currency of the Parent Company.
    The companies included in the Group recognize in their individual financial statements:
    • Transactions in currencies other than the functional currency executed during the year at the exchange rates prevailing at the dates of the transaction.

32

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

  • The balance of monetary assets and liabilities in currencies other than the functional currency (cash and items not losing value on realization) are measured at the exchange rates atyear-end.
  • The balances ofnon-monetary assets and liabilities in currencies other than the functional currency are measured at the historical rates.

Any gains and losses from these line items are included in the Consolidated Profit and Loss Account.

  1. Income Tax
    Group companies with registered address in Spain paid in 2016 taxes under the Special Consolidated Tax Regime within the Group led by the Parent Company.
    The Board of Directors informed, at the meeting held on 30 December 2016, that the company Inversiones y Servicios Publicitarios, S.L. ("ISP") owns a 83.09% interest in the share capital of Antevenio (see Note 12) and that, pursuant to the provisions of Article 61.3 of Law 27/2014, of 27 November, on Corporate Income Tax and having regard to the fact that Antevenio S.A. no longer was the parent company of taxation group 0212/2013 sin ISP had acquired an interest exceeding 75% of the share capital and voting rights in Antevenio, the Board approve including the any eligible Antevenio Group company, effective from the taxation period beginning of 1 January 2017, as a subsidiary of taxation group 265/10, whose parent company is ISP.
    Income tax expense for the year is calculated as the sum of current tax resulting from applying the corresponding tax rate to the taxable base for the year, net of any deductions and tax reliefs, and net of any changes registered during the year in deferred tax assets and liabilities. Income Tax is recognized in the Consolidated Profit and Loss Account, except when it relates to transactions directly recognized in Equity, in which case the related tax is also recognized in Equity.
    Deferred taxes are recognized for any temporary differences existing at the date of the Consolidated Statement of Financial Position between the tax bases of assets and liabilities and their carrying amounts. The tax base of an asset, liability or equity instrument is the amount attributed to that item for tax purposes. The tax effect of temporary differences is included under the appropriate headings of "Deferred tax assets" and "Deferred tax liabilities" in the Consolidated Statement of Financial Position.
    The Group recognizes a deferred tax liability for all taxable temporary differences, except, where appropriate, for the exceptions provided in the existing regulations.
    The Group recognizes deferred tax assets for all deductible temporary differences to the extent that it is probable that the Company will have future taxable profits that allow the recovery of these assets, except, where appropriate, for the exceptions provided in the existing regulations.

33

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

At each balance sheet date, the Group assesses any recognized deferred tax assets and any previously unrecognized deferred tax assets. On the basis of this assessment, the Company proceeds to derecognize previously recognized deferred tax asset when recovery is no longer probable, or proceeds to recognize a previously unrecognized deferred tax asset if it is probable that the Company will have future taxable profits to enable its application.

Assets and deferred tax liabilities are measured at the rates expected to prevail upon their reversal, based on tax legislation in force and in accordance with the manner in which the assets are reasonably expected to be recovered or and liabilities settled.

Deferred tax assets and liabilities are not discounted and classified as non-current assets and liabilities, regardless of the date of realization or settlement.

Since the Consolidated group is member of a taxation group, the resulting payable/receivable amounts for Corporate Income Tax will not be directly settled with Public Entities, but will rather be settled with the parent company of the taxation group in which the Company is included.

  1. Revenue and expenses
    Antevenio Group specializes in performance and brand marketing. In order to become more responsive to the continuously changing on-line marketing industry, the Antevenio Group develops and markets its own technological solutions.
    Revenue mostly comes from services related with data processing, outsourced technological services, etc.
    In order to determine whether to recognize revenue, the Group applies a five-step procedure:
    1. Identify the contract with a customer
    2. Identify performance obligations
    3. Determination of the transaction price
    4. Allocate the transaction price to performance obligations
    5. Recognize revenue when performance obligations are satisfied

Total transaction price is distributed among performance obligations on the basis of their respective stand-alone selling prices. The transaction price of a contract excludes any amounts collected on behalf of third parties.

Revenue is recognized at a given time or over time, when (or as) the Company satisfies the performance obligations by transferring the promised goods or services to its customers.

34

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

The Group recognizes contract liabilities for any unsatisfied performance obligations and presents the amount thereof as "Other liabilities" in the statement of financial position. Similarly, if the Group satisfies a performance obligation before having received the relevant consideration, the Group recognizes either a contract asset or, when the right to receive the consideration is conditioned on something other than the passage of time, a receivable in the statement of financial position.

  1. Provisions and contingencies
    The directors of the Parent Company, in the preparation of the Interim Consolidated Financial Statements, distinguish between:
    n.1) Provisions: liabilities that cover present obligations arising from past events, whose future settlement is likely to result in an outflow of resources, for which the amount and settlement date are uncertain.
    n.2) Contingent liabilities: possible obligations that arise from past events and whose existence is contingent upon the occurrence or non-occurrence of one or several future events beyond the control of the Company.
    The Interim Consolidated Financial Statements include all the provisions for which the probability of having to meet the obligation is estimated as greater than the opposite alternative, and they are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation to a third party. Contingent liabilities are not recognized in the Consolidated Interim Financial Statements but are disclosed in the notes.
    Provisions are measured on the balance sheet date at the present value of the best estimate of the amount required to settle or transfer the obligation to a third party; any adjustments made to update these provisions shall be recognized as a financial expense as it accrues. Provisions expiring within one year shall not be discounted where the financial effect is not material.
    Reimbursements receivable from a third party on settlement of the obligation shall not reduce the amount of debt; the company shall nonetheless recognize the related receivable as an asset, provided that there is no doubt as to its collection.
  2. Deferred Income
    Non-refundable capital grants, as well as donations and bequests, are measured at the fair value of the amount awarded or the item received. Non-refundable capital grants, donations and bequest are initially accounted for as liabilities under "Deferred income" in the Consolidated Statement of Financial Position and recognized in the Consolidated Profit and Loss Account proportionally to the depreciation of the assets financed by these grants, except in the case of non-depreciable assets that shall be recognized as income the year when their disposal or derecognition occurs.

35

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Refundable grants are accounted for as either current or non-current liabilities (considering the term of repayment) convertible into grants until they meet the criteria for classification as non-refundable.

Operating grants are accounted for as income on an accrual basis.

  1. Assets of environmental nature
    Because of its activity, the Group has no significant assets of property, plant and equipment, intended to minimize environmental impact and, protecting and improving the environment and, has not received grants nor incurred in expenses during the year whose purpose is to protect and improve the environment. Furthermore, the Group has not made provisions for risks and expenses related to environmental actions, considering that there are no contingencies related to the protection and improvement of the environment.
  2. Transactions between related parties
    Transactions between related parties, irrespective of the type of relationship, are accounted for in accordance with the general standards. Therefore, as a general rule, items involved in a transaction will be initially measured at fair value. If the agreed transaction price were not the fair value, the difference shall be recognized based on the economic reality of the transaction. Subsequent measurement is performed in accordance with the applicable standards.
  3. Equityinstruments-based payments
    The goods or services received in these operations are recorded as assets or as expenses depending upon their nature, at the moment they are obtained, and the corresponding increase in equity, if the transaction is paid off with equity instruments or the corresponding liability, if the transaction is paid off with the amount based on the value of the same.
    The transactions with employees settled with equity instruments, both services rendered as well as the increase in equity to be recognized are assessed according to the fair value of the granted equity instruments, referring to the date of approval of the granting.
    The Parent Company operates a remuneration plan for its Management consisting in the delivery of share options in Antevenio.
    These plans are initially measured at fair value at grant date, applying a generally accepted financial calculation method that takes into account, inter alia, the option exercise price, the volatility, the time frame for exercising the options, the expected dividends and the risk- free interest rate.
    The estimated fair value of this financial liability is classified within Level 1 of the fair value hierarchy (see note 4w).

36

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Options are recognized as a personnel expense in the Profit and Loss Account as vested over the period defined as the minimum required time in the Company's employ for the exercise of the option, except for options granted in 2016 that have been entirely recognized at the initial date, in accordance with principle of prudence, as a personnel expense and an offsetting entry is simultaneously recognized directly in equity without reassessing the initial measurement thereof. Since the offsetting entry is an increase in own funds ("Other equity instruments"), there is no impact whatsoever on the Equity of Antevenio SA and its subsidiaries. However, at each Balance Sheet date the Company reassess its initial estimates on the number of options expected to become exercisable and, where appropriate, recognizes the impact of this reassessment in the Profit and Loss Account and makes the relevant adjustment in equity.

  1. Statement of Cash Flows
    The Consolidated Statement of Cash Flows has been prepared using the indirect method, and uses the following expressions with the meaning specified:
    • Operating activities are the principalrevenue-producing activities of the Group and other activities that are not investing or financing activities.
    • Investing activities are the acquisition, sale or disposal oflong-term assets and other investments not included in cash and cash equivalents.
    • Financing activities are activities that result in changes in the size and composition of the equity and liabilities that are not part of the operating activities.
  2. Business combinations

At the acquisition date, identifiable assets acquired and liabilities assumed are measured at fair value, provided this can be measured reliably, subject to the following exceptions:

  • Non-currentassets classified as held-for-sale are measured at fair value less costs to sell.
  • Deferred tax assets and liabilities are measured at the amount expected to be paid or recovered from the taxation authorities, using the tax rates expected to prevail upon their reversal, based on the existing or approved and pending publication regulations as of the date of acquisition. Deferred tax assets and liabilities are not discounted.
  • Assets and liabilities associated withlong-term employee benefits under defined benefit schemes are accounted for at the acquisition date as the present value of the defined benefit obligation less the fair value of the plan assets out of which the obligations are to be settled.
  • Intangible assets, the value of which cannot be measured in relation to an active market and would result in a recognition of income in the Profit and Loss Account have been deducted from the initially calculated negative goodwill.

37

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

  • Assets received as compensation for contingencies and uncertainties are recognized and measured in a manner consistent with the item causing the relevant contingency or uncertainty.
  • Reacquired rights recognized as intangible assets are measured an amortized on the basis of their remaining contractual lifecycle.
  • Obligations classified as contingent liabilities are recognized as a liability at fair value, provided that the liability is a present obligation that arises from past events and the fair value can be measured reliably, even when it is not probable that an outflow of resources embodying economic benefits will result from settlement of the obligation.

At acquisition date, the excess of the cost of the business combination over the value of the identifiable assets acquired less the liabilities assumed is recognized as goodwill.

When the value of the identifiable assets acquired less liabilities assumed exceeds the cost of the business combination, the excess is accounted for as income in the Profit and Loss Account. Prior to recognizing the aforementioned income, the Company reassesses whether it has correctly identified and measured the identifiable assets acquired and the liabilities assumed, as well as the cost of the combination.

Subsequently, any liabilities and equity instruments issued as cost of the relevant business combination and any identifiable assets acquired and liabilities assumed will be accounted for in accordance with the relevant recognition and measurement standards applicable to the nature of the transaction or to the nature of the relevant asset or liability.

v)Own equity instruments (treasury shares)

Treasury shares of the Parent Company acquired by the Group are recognized at the value of the consideration paid, as a reduction in the value of Equity. The proceeds arising from the purchase, sale, issue or redemption of own equity instruments are recognized directly in Equity, and under no circumstances can they be recognized in the Consolidated Profit and Loss Account.

w)Measurement of the fair value of the financial instruments

The financial assets and liabilities measured at fair value in the statement of financial position are grouped into three levels in a fair value hierarchy. The three levels are defined based on the observability of the significant contributions to the measurement, as indicated below:

  • Level 1: (unadjusted) quoted prices in active markets for identical assets or liabilities
  • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

38

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

  • Level 3: unobservable inputs for the asset or liability.

NOTE 5. CONSOLIDATION GOODWILL

Based on the above mentioned criteria, the breakdown of consolidation goodwill is as follows:

Goodwill

30/06/2018

31/12/2018

30/06/2019

Adquisición Marketing Manager Servicios de Marketing, S.L.

276,461

276,461

276,461

Antevenio S.R.L.

3,686,847

3,686,847

3,686,847

Antevenio ESP, S.L.U.

81,027

81,027

81,027

Antevenio Publicite S.A.R.L.

2,269,585

2,269,585

2,269,585

React2Media, L.L.C. (see Note 25)

3,905,134

3,905,134

3,905,134

Total

10,219,054

10,219,054

10,219,054

Each of the above mentioned goodwill arose on acquisition of the relevant company. The directors have defined each of these companies as a Cash Generating Unit. (CGU).

For estimating recoverable value, the Group management annually prepares a business plan by markets and activities for each cash-generating unit, these business plans typically extend over a five-year period. The main components of this plan are the projections of income and cash flows.

The recoverable value of each CGU has been determined on the basis of its value in use.

The key assumptions used in these projections of future results and cash flows and that have an impact on calculation of the recoverable amount are:

  • The discount rate to be applied, estimated to range from 10% to 12% depending on the relevant region; the main variables that influence the calculation are the cost of the liabilities and the specific risks of the assets.
  • Cash flow estimates are based on past performance, accordingly the assumptions used by Directors included stable profit margins based on current investments.
  • A perpetual growth rate of 1.4%, to reflect the industry'slong-term average growth rate.

The projections are prepared based on past experience as well as the best available estimates, which are consistent with the information from external sources.

The five-year strategic plan for the Group companies is approved by the Directors of the Parent Company.

As of the reporting date of these Consolidated Interim Financial Statements, no circumstances have arisen that may imply changes to the assumptions used and conclusions reached by the Group at year-end 2018.

39

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Directors consider that the key assumptions used in determining the recoverable amount for the purposes of impairment tests, are not likely to suffer any reasonably possible change that may result in the carrying amount of any cash generating unit exceeding its recoverable amount.

NOTE 6. PROPERTY, PLANT AND EQUIPMENT

In the first six months of 2019 and in 2018, the balances and movements of gross values, accumulated depreciation and impairment are as follows:

COST

31.12.2018

RECOGNITION

DERECOGNITION TRANSFERS

30.06.2019

Technical installations, machinery, tools,

964,977

41,078

(4,964)

563

1,001,654

furniture and other items of PPE

Right-of-use

-

1,345,792

-

-

1,345,792

TOTAL COST

964,977

1,386,870

(4,964)

563

2,347,446

ACCUMULATED AMORTIZATION

31.12.2018

RECOGNITION

DERECOGNITION TRANSFERS

30.06.2019

Technical installations, machinery, tools,

(692,171)

(52,143)

9,123

(277)

(735,468)

furniture and other items of PPE

Right-of-use

-

(194,896)

-

-

(194,896)

TOTAL ACCUMULATED

(692,171)

(247,039)

9,123

(277)

(930,364)

AMORTIZATION

PROVISIONS FOR IMPAIRMENT

31.12.2018

RECOGNITION

DERECOGNITION TRANSFERS

30.06.2019

Technical installations, machinery, tools,

-

-

-

-

(6,580)

furniture and other items of PPE

TOTAL PROVISIONS

-

-

-

-

(6,580)

NET

31.12.2018

RECOGNITION

DERECOGNITION TRANSFERS

30.06.2019

Technical installations, machinery, tools,

272,806

1,139,831

4,160

furniture and other items of PPE

287

1,410,503

TOTAL NET CARRYING AMOUNT

272,806

1,139,831

4,160

287

1,410,503

The gross value of fully depreciated items in use is as follows:

ACCOUNT

30/06/2019

Technical installations, machinery, tools,

furniture and other items of PPE

420,610

TOTAL COST

420,610

The Group's entire property, plant and equipment is allocated to operations, appropriately insured and not subject to any encumbrance whatsoever.

The net book value of tangible fixed assets outside Spanish territory amounts to 89,751 Euros at 30 June 2019 (80,366 Euros at 31 December 2018; 89,751 Euros at 30 June 2018).

40

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

At 30 June 2019 there were no firm purchase commitments for the acquisition of items of property, plant and equipment.

The policy of the Company consists in taking out insurance policies to cover the possible risks to which the various elements of its property, plant and equipment are subject. At 30 June 2019 and 2018 and at 31 December 2018, the assets of the Company were secured by an insurance policy. The Company's directors consider that this insurance policy sufficiently covers any risks associated to its property, plant and equipment.

NOTE 7. INTANGIBLE ASSETS

In the first six months of 2019 and in 2018, the balances and movements of gross values, accumulated depreciation and impairment are as follows:

COST

31.12.2018

RECOGNITION

DERECOGNITION

TRANSFERS

30.06.2019

Research and development expenses

89,400

-

-

-

89,400

Patents, licenses, brands and similar

61,074

-

-

-

61,074

Computer software

3,945,067

199,565

-

-

4,144,632

Other Intangible Assets

72,141

90,069

-

2,172

164,382

TOTAL COST

4,167,682

289,634

-

2,172

4,459,488

ACCUMULATED AMORTIZATION

31.12.2018

RECOGNITION

DERECOGNITION

TRANSFERS

30.06.2019

Research and development expenses

-

33,493

-

8,900

-

-

-

42,393

Patents, licenses, brands and similar

-

61,074

-

-

-

-

61,074

Computer software

-

2,013,550

-

37,347

-

-

-

2,050,898

Other Intangible Assets

-

1,355,658

-

39,079

-

-

834

-

1,395,571

TOTAL ACCUMULATED AMORTIZATION

-

3,463,775

-

85,327

-

-

834

-

3,549,936

PROVISION FOR IMPAIRMENT

31.12.2018

RECOGNITION

DERECOGNITION

TRANSFERS

30.06.2019

Research and development expenses

-

-

-

-

-

Patents, licenses, brands and similar

-

-

-

-

-

Computer software

-

261,557

-

-

-

-

261,557

Other Intangible Assets

-

-

-

-

-

TOTAL PROVISIONS

-

261,557

-

-

-

-

261,557

NET

31.12.2018

RECOGNITION

DERECOGNITION

TRANSFERS

30.06.2019

Research and development expenses

55,907

-

8,900

-

-

47,007

Patents, licenses, brands and similar

-

-

-

-

-

Computer software

1,669,960

162,217

-

-

1,832,178

Other Intangible Assets

-

1,283,517

50,989

-

1,339

-

1,231,189

TOTAL NET CARRYING AMOUNT

442,350

204,307

-

1,339

647,996

At 30 June 2019, the net book value of intangible assets located outside Spain amounts to 200,718 euros (150,519 euros at 31 December 2018, 200,718 euros at 30 June 2018).

The gross value of fully depreciated items in use is as follows:

ACCOUNT

30.06.2019

Patents, licenses, brands and similar

65,245

Computer software

2,159,105

Other Intangible Assets

34,008

TOTAL COST

2,258,358

41

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

NOTE 8.OPERATING LEASES

During the first six months of 2019 and during the entire 2018 financial year, the expense for operating leases amounted to 319,446 Euros and 756,776 Euros, respectively (365,845 Euros in the first six months of 2018) (see note 17 d).

Minimum future payment commitments relating to non-cancellable operating leases have been recognised by the Group on the basis of the early application of the new IFRS No. 16, which was previously explained in Note 2 (see notes 7 and 10.1).

The main leases relate to offices located at Marqués de Riscal 11, Madrid, and to a lesser extent to offices leased in Italy, France and Mexico.

NOTE 9.CURRENT AND NON-CURRENT FINANCIAL ASSETS

The break-down of non-current financial assets is as follows:

Receivables

Total

and other

30/06/2018

31/12/2018

30/06/2019

30/06/2018

31/12/2018

30/06/2019

Loans and receivables

122,215

121,371

245,985

122,215

121,371

245,985

(Note 9.2)

Total

122,215

121,371

245,985

122,215

121,371

245,985

The break-down of current financial assets is as follows:

Current

Total

30/06/2018

31/12/2018

30/06/2019

30/06/2018

31/12/2018

30/06/2019

Cash and cash equivalents (Note 9.1)

5,774,405

5,611,926

5,063,463

5,774,405

5,611,926

5,063,463

Loans and receivables (Note 9.2)

9,110,074

9,113,641

8,125,226

9,110,074

9,113,641

8,125,226

Total

14,884,479

14,725,567

13,188,689

14,884,479

14,725,567

13,188,689

The carrying amount of loans and receivables is considered a reasonable approximation to the fair value thereof.

9.1) Cash and cash equivalents

This heading includes the fully liquid part of the Group´s assets and consists in the balances of cash in Treasury and with banks, as well as short-term bank deposits with an original maturity shorter than or equal to three months. These balances are freely available and are not subject to risks of changes in value.

42

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

The break-down of "Cash and Cash equivalents" is as follows:

30/06/2018

31/12/2018

30/06/2019

Current accounts

4,750,077

4,261,009

4,040,275

Treasury

1,878

967

738

Highly liquid deposits (a)

1,022,450

1,349,950

1,022,450

Total

5,774,405

5,611,926

5,063,463

  1. The above figures mainly correspond to bank deposits with Bankia, amounting to 1,022,450 euros at 30 June 2019 (1,022,450 euros at 31 December 2018).

In the six-month period ended 30 June 2019, interests accrued from bank deposits and bank accounts amounted to 210,80 Euros (1,019 Euro in the first six months of 2018 and 3,188 Euros at 31 December 2018).

At 30 June 2019, cash held by foreign companies amounted to 2,050,696.08 Euros (1313106 Euros at 31 December 2018 and 1,736,561 Euros at 30 June 2018).

9.2) Loans and receivables

The breakdown, in euro, of this heading is as follows:

30/06/2018

31/12/2018

30/06/2019

Non-

Non-current

Current

Non-current

Current

current

Current

Trade receivables

Third-party receivables

-

8,457,586

-

8,254,292

-

7,245,358

Trade receivables, Group companies (Note

24)

-

573,848

-

-

-

615,827

Total trade receivables

-

9,031,434

-

8,254,292

-

7,861,185

Other current assets, Group companies

-

-

-

604,941

-

-

Total with group companies

-

-

-

604,941

-

-

Personnel

-

-

-

-

-

-

Guarantees and deposits

70,898

-

91,380

-

84,075

-

Other assets

51,317

78,640

29,991

254,408

161,910

258,910

Other current assets, Group companies

-

-

-

-

-

5,131

Total non-trade receivables

122,215

78,640

121,371

254,408

245,985

264,041

Total

122,215

9,110,074

121,371

9,113,641

245,985

8,125,226

The breakdown of the item "Receivables" is as follows:

Description

Trade receivables Trade balances

Volume discounts granted and pending settlement

Trade balances pending issue

Total

30/06/2018

31/12/2018

30/06/2019

7,614,973

8,038,308

5,905,929

(1,101,599)

(1,208,693)

(808,756)

1,944,212

1,424,676

2,148,185

8,457,586

8,254,291

7,245,358

43

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Changes resulting from impairment losses arising from credit risk, broken down by financial assets, were as follows:

Impairment

30/06/2018

Impairment

Impairment

Application

31/12/2018

Impairment

Impairment

Application

30/06/2019

loss

reversal

loss

reversal

Trade receivables

Trade receivables

(1,457,917)

(691,490)

458,861

226,046

(1,464,500)

(76,865)

52,316

96,879

(1,392,170)

Total

(1,457,917)

(691,490)

458,861

226,046

(1,464,500)

(76,865)

52,316

96,879

(1,392,170)

The Group recognizes these changes in impairment losses under "Impairment losses on current assets" in the Consolidated Profit and Loss Account. During the first six months of 2019, the amounts of impairment losses for which allowances were made in the past have been applied and against receivable balances amounting to 96,879 Euros (478,675 Euros at 31 December 2018 and 252,628 Euros at 30 June 2018).

9.3) Classification by maturity

The maturity of most of the different non-current financial assets is more than five years.

NOTE 10. NON-CURRENT AND CURRENT LIABILITIES

The breakdown of non-current liabilities, classified by category, is the following:

Debts with

financial

Other

Total

institutions

30/06/2018

31/12/2018

30/06/2019

30/06/2018

31/12/2018

30/06/2019

Debts and payables (Note 10.1)

2,551,559

2,842,833

3,476,767

2,551,559

2,842,833

3,476,767

Total

2,551,559

2,842,833

3,476,767

2,551,559

2,842,833

3,476,767

The breakdown of current financial liabilities, classified by category, is the following:

Other current payables

Other

Total

30/06/2018

31/12/2018

30/06/2019

30/06/2018

31/12/2018

30/06/2019

30/06/2018

31/12/2018

30/06/2019

Debts and

payables (Note

285,092

256,800

273,381

8,593,299

5,673,588

6,562,151

8,878,391

5,930,389

6,835,532

10.1)

Total

285,092

256,800

273,381

8,593,299

5,673,588

6,562,151

8,878,391

5,930,389

6,835,532

44

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

10.1) Debts and payables

At 30 June 2019 and 2018 and at 31 December 2018 the breakdown of this item is as follows:

Balance at 06/30/2018

Balance at 12/31/2018

Balance at 06/30/2019

Non-current

Current

Non-

Current

Non-

Current

current

current

Trade payables:

Suppliers

-

3,937,324

-

3,060,366

-

3,645,107

Suppliers, associates

-

199,962

-

174,446

-

270,364

Other trade payables

-

1,593,964

-

1,742,256

-

1,294,371

Total trade payables

-

5,731,250

-

4,977,068

-

5,209,842

Non-trade payables:

Debts with financial institutions (2)

21,664

147,010

6,343

149,637

4,129

273,381

Other debts (1)

546,601

138,082

705,402

107,164

696,796

90,654

Provisions (5)

-

-

204,459

-

856,643

-

Payables to third parties (3)

1,983,294

-

1,926,629

181,478

1,919,199

-

Loans and other payables

2,551,559

285,092

2,842,833

438,279

3,476,767

364,035

Payables to Group companies (notes 17 and 25)

-

730,098

-

-

-

272,190

Personnel (outstanding remunerations)

-

689,633

-

341,236

-

304,917

Total non-trade payables

-

1,419,731

-

341,236

-

577,107

Other current liabilities (5)

-

180,070

-

173,807

-

684,548

Other financial liabilities (4)

-

1,262,249

-

-

-

-

Other current liabilities

-

1,442,319

-

173,807

-

684,548

Total Debts and payables

2,551,559

8,878,391

2,842,833

5,930,390

3,476,767

6,835,532

  1. "Other debts" relates mainly to debts with Centro de Desarrollo Tecnológico Industrial (CDTI).
  2. The amount under "Debts with financial institutions" relates to the outstanding balance from CHASE facility granted to React2Media, bank credit cards debts and finance leases.
  3. The amount recognised under"Long-term payables to third parties" at 30 June 2019 for 1,919,199 euros (1,926,629 at 31 December 2018 and 1,983,294 at 30 June 2018) correspond to the financial liabilities arising from the business combination disclosed in Note 25.
  4. The amount recognised under "Other financial liabilities" relates to the amount of the dividends approved by the General Meeting of Shareholders dated 28 June 2018 and that is still pending payment at 30 June 2018 and which was settled before the end of the period.
  5. The amounts recognised under theabove-mentioned items mainly relate to both non-current and current amounts adjusted by the company for the application of the new International Financial Reporting Standard No. 16, as explained in Note 2 above.

45

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

10.2) Classification by maturity

At 30 June 2019, the breakdown by maturity of non-current financial liabilities, with either fixed or determinable maturity, is as follows:

2020

2021

2022

2023

2024 onwards

Total

Non-current payables

696,796

Other debts

256,662

61,836

61,836

61,836

254,626

Other non-current liabilities

859,900

1,059,299

1,919,199

Total

1,116,562

1,121,135

61,836

61,836

254,626

2,615,995

At year-end 2018, the classification by maturity of the different non-current financial liabilities with fixed or determinable maturity is as follows:

2020

2021

2022

2023

2024 onwards

Total

Non-current payables

313,867

55,669

56,724

57,799

227,685

711,745

Debts with credit institutions and

other debts

-

-

1,926,629

Other non-current liabilities

859,900

1,066,729

Total

1,173,767

1,122,399

56,724

57,799

227,685

2,638,374

At 30 June 2018, the breakdown by maturity of non-current financial liabilities, with either fixed or determinable maturity, is as follows:

2019

2020

2021

2022

2023 onwards

Total

Non-current payables

568,265

Other debts

159,550

156,167

55,669

56,724

140,154

Other non-current liabilities

322,759

798,153

862,381

-

-

1,983,294

Total

482,309

954,320

918,051

56,724

140,154

2,551,559

NOTE 11.INFORMATION ON THE NATURE AND LEVEL OF RISK FROM FINANCIAL INSTRUMENTS

The Group's activities are exposed to various types of financial risks, particularly to credit, liquidity and market risks (exchange rate, interest rate and other price risks).

Interest Rate Risk

As disclosed in Note 15 below, the subsidiary Código Barras Networks, S.L.U. was granted by Centro de Desarrollo Tecnológico Industrial (CDTI), a zero-interest loan as contribution to the development of the Research and Development project called "Extractor and automatic data classifier for virtual stores on the Web."

As disclosed in Note 15, the subsidiary Mamvo Performance, S.L. was granted a loan by Centro para el Desarrollo Tecnológico Industrial (CDTI) on a subsidised interest rate, as collaboration in the development of the Research and Development project called "New System of Personalised Digital Advertising through Machine Learning Techniques and through Advanced Algorithms for Data Processing."

46

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Additionally, as previously stated under note 10.1, the company React2Media has a credit facility granted by the financial institution CHASE, bearing the facility bears interest at 8.12%

  • LIBOR and with a credit limit of USD 7.5, of which 55k Euro had been drawn at 30 June 2019.

Based on all the foregoing, the Group's external financing needs are limited, and a change in the interest rate of the debt to the financial institution CHASE would not be significant. Accordingly, as at the date hereof, the Group has not entered into interest rate hedging transactions.

Exchange rate risk

The Group tries to finance foreign currency-denominatednon-current assets in the same currency in which the asset is denominated. This is particularly true in the case of acquisitions of companies with assets denominated in currencies other than the euro.

The exchange rate risk arises basically from sales of foreign currency, mainly sales in USD and Mexican Pesos. At 30 June 2019, net loss arising from foreign exchange differences amounted to 5,600 Euros (4,351 Euros at 30 June 2018 and 47,632 Euros at 31 December 2018).

Liquidity Risk

The general situation of financial markets, especially the banking market, during recent months, has been particularly unfavourable for credit applicants. The Group permanently pays attention to the evolution of the different factors that can help to resolve liquidity crisis and, in particular, to the funding sources and their characteristics.

In particular, we can summarize the points which are our main focus of attention:

∙Liquidity of monetary assets: surplus is always invested on highly available and very short maturities. At 30 June 2019, cash and cash equivalents amounted to 5,063,463 Euros (5,611,926 Euros at 31 December 2018).

∙At 30 June 2019, working capital was positive and amounted to 6,255,380 Euros (5,881,661 Euros at 31 December 2018 and 5,132,917 Euros at 30 June 2018).

Credit risk

The Group has no significant concentration of credit risk, exposure being spread over a large number of counterparties and customers.

The Group's main financial assets are cash and cash equivalents, trade and other receivables, and investments which represent the Group's maximum exposure to credit risk in relation to financial assets.

47

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

The Group carries out constant monitoring on the creditworthiness of the clients using a credit rating measurement. Whenever possible, credit ratings and/or external reports on the clients are obtained and used. The policy of the group is to only deal with solvent partners. The credit terms are between 30 and 90 days. The credit conditions negotiated with the clients are subject to an internal approval process which takes into account the credit rating score. The current credit risk is managed by means of periodic checking of the ageing analysis, along with the credit limits per client.

Trade and other receivables make up a large number of clients in different sectors and geographic areas.

The Group has no significant concentration of credit risk, exposure being spread over a large number of counterparties and customers.

Competition Risk

In an industry constantly evolving and offering high growth rates, new players have entered the markets where Antevenio operates. However, given the experience of over fifteen years in this market, the position and visibility of the Antevenio Group and the quality of our services, Directors believe the Group will continue holding a leading position.

Customer and Supplier Dependency Risk

The risk of dependency on customers and suppliers is limited because none bears significant weight in the turnover.

Customers include media agencies that work in turn with many advertisers, which further dilutes the customer dependency risk.

With regard to technology providers, the risk is small because the services provided by these companies are offered by other actors competing with them and which could, therefore, provide Antevenio with similar services.

"Key-Person" Risk

One of the Antevenio Group main assets is that the Group was able to gather a team of managers and key executives in strategic positions of the Group.

Personal Data Processing Risk

Regulatory Risks

In ordinary course of its business, Antevenio Group performs a number of personal data processing both as Data Processor and as Data Comptroller.

48

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Antevenio Group is deeply aware of the importance of the regulations governing personal data, electronic communications, privacy and commercial communications, and uses all available means to achieve a scenario of utmost compliance therewith.

The legal framework governing the company's business and its operations is formed by the following regulations:

1.Regulation (EU) 2017/679 of the European Parliament and of the Council of 27 April 2017 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

2.Organic Law 3/2018, of 5 December, on Personal Data Protection and safeguard of digital rights.

3.Royal Decree 1720/2007, of 21 December, approving the Implementing Regulations of Organic Law 15/1999, of 13 December, on personal data protection (in all matters not contrary to GDPR).

4.Law 34/2002, of 11 July, on Information Society Services and Electronic Commerce.

5.Proposal, dated 10 January 2018, for a Regulation of the European Parliament and of the Council concerning the respect for private life and the protection of personal data in electronic communications and repealing Directive 2002/58/EC (Regulation on Privacy and Electronic Communications).

6.Guides, guidelines and other relevant materials issued by the Spanish Data Protection Agency, CNIL, GARANTE Privacy and the so-called Article 29 Working Group on Data Protection, as well as by the European Data Protector Supervisor.

Antevenio Group is currently in the process of adaptation to the existing and upcoming regulations, by way of the creation and implementation of privacy management system (PMS) and the permanent monitoring thereof by the Legal and Privacy team.

Antevenio Group is aware of the increased regulations concerning the digital marketing business, and has engaged two providers (INT55 and DELOYERS) to promote legal compliance and to provide assistance in the event of any incident occurring.

49

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

NOTE 12.EQUITY

The breakdown of consolidated equity is as follows:

30/06/2018

31/12/2018

30/06/2019

Registered share capital of the Parent Company:

231,412

231,412

231,412

Reserves:

13,427,585

13,651,665

16,095,778

Of the Parent Company

6,793,772

7,203,507

7,253,595

From fully consolidated companies and from companies

6,633,813

6,448,158

8,842,183

consolidated using the equity method

(Treasury shares)

(513,805)

(114,300)

(194,314)

Other equity instruments

906,801

270,000

270,000

Profit/(Loss) for the year attributable to the Parent Company

1,097,767

2,421,962

51,142

Translation differences

(221,242)

(204,919)

(298,927)

14,928,518

16,255,819

16,155,091

12.1) Capital

At 30 June 2019 and 2018 and 31 June 2018, the share capital of the parent company was represented by 4,207,495 shares of 0.055 Euro each, fully subscribed and paid up. These shares have equal voting and dividend rights.

The company Inversiones y Servicios Publicitarios, S.A. (ISP), holder as of December 31 of 2015 of 18.68% of the share capital of Antevenio, S.A., represented by 785,905 shares with a face value of 0.055 euros each, proceeded to buy on August 3 of 2016 the shares of the founder and managing director of the Company Joshua David Novick, holder of 11.89% of the Company's share capital, represented by 500,271 shares with a face value of 0.055 euros each, at a price of 6 euros per share.

Subsequent to the above mentioned shareholding change, ISP launched a Voluntary Public Offer Bid on the remaining Company's shareholders that was accepted by 1,360,806 shares, representing 32.34% of Antevenio S.A. share capital, at a purchase price of 6 Euros each. The company Aliada Investment B.V. has thereafter transferred its shares in the Company to ISP; accordingly, ISP currently controls 83.09% of Antevenio SA share capital.

At 30 June 2019 and at 31 December 2018, direct and indirect shareholders of the Company were as follows:

No. of Shares

% Ownership

ISP Digital SLU

3,571,008

84.87%

Other <5%

392,840

9.34%

Nextstage

243,647

5.79%

Total

4,207,495

100.00%

50

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

12.2) Parent Company Reserves

The breakdown of reserves is as follows:

30/06/2018

31/12/2018

30/06/2019

Legal reserve

46,282

46,282

46,282

Voluntary reserves

(1,442,297)

(1,032,562)

(982,475)

Prior periods' losses

-

-

-

Share premium

8,189,787

8,189,787

8,189,787

Total

6,793,772

7,203,507

7,253,594

The legal reserve has restrictions of use, which is subject to several legal provisions. In accordance with the Corporations Law, commercial companies obtaining, under the said legal form, benefits are under the obligation of allocating 10% of benefits to the legal reserve, until the reserve reaches one fifth of the registered share capital. The legal reserve may only be used to offset losses; for capital increases, in the 10% portion exceeding the increased capital; and, for distribution to shareholders upon liquidation. At 30 June 2019 and 2018 and 31 December 2018, the Parent Company's legal reserve is fully allocated.

Share Premium

The Corporations Law expressly permits the use of the share premium balance for capital increases and does not establish any specific restriction as to the availability of that balance.

Voluntary Reserves

These are unrestricted reserves generated by the Parent Company as a result of prior years' income not distributed.

Treasury shares

The Extraordinary General Meeting of Shareholders of the Parent Company authorized on 25 June 2014 the acquisition of up to 10% of the Company's share capital in at a minimum price of 1 Euro per share and a maximum price of 15 Euro per share; the authorization was granted for a period of 18 months as from the date of the resolution.

On 29 January 2015, the Parent Company purchased 190,000 own shares at a unit price of 2.59 Euros.

The Extraordinary General Meeting of Shareholders of the Parent Company authorized on 28 June 2018 the acquisition of up to 10% of the Company's share capital in at a minimum price of 1 Euro per share and a maximum price of 15 Euro per share; the authorization was granted for a period of 18 months as from the date of the resolution.

51

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

After the transactions made by the Parent Company with its treasury shares it owns 26,463 shares representing 0.62% of share capital (at 30 December 2018 the Parent Company owned 15,000 treasury shares representing 0.36%% of share capital and at 30 June 2018, it owned 198,348 shares representing 4.71% of share capital). The total amount that these shares represent amounts to 194,314 euros (114,300 euros at 31 December 2018 and 513,805 euros at 30 June 2018).

At 30 June 2019 and 31 December 2018 the breakdown of treasury shares is as follows:

Balance at 06/30/2018

Balance at 12/31/2018

Balance at 06/30/2019

Company

No. of Shares

Cost

No. of Shares

Cost

No. of Shares

Cost

Antevenio S.A.

198,348

513,805

15,000

114,300

26,463

194,314

198,348

513,805

15,000

114,300

26,463

194,314

Capital Management

The Group's objective regarding capital management is to maintain an optimal financial structure that reduces the capital cost while ensuring the ability to continue to manage its operations, always with the objective of growth and creation of value. This Group's objective is not officially defined nor have parameters thereto been set by the Board of Directors.

The main sources used by the Group to finance its growth are:

  • The cash flows generated by the Group.
  • The cash available atyear-end.
  • Existence of positive working capital.

-

The capital structure is controlled by the leverage ratio, calculated as net financial debt to equity. The Group's debt with financial institutions mainly relates to finance leases amounting to 17,537 Euros at 30 June 2019 (33,667 Euros at 31 December 2018 and 21,664 Euros at 30 June 2018).

NOTE 13. TRANSLATION DIFFERENCES

Changes in the balance of this item between 30 June 2019 and in 2018 were as follows:

30/06/2018

31/12/2018

30/06/2019

Opening balance

(221,242)

(269,395)

(204,919)

Net change during the reporting period

48,153

64,476

(94,008)

Closing balance

(173,089)

(204,919)

(298,927)

52

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Translation differences are generated by companies with registered address abroad and functional currency other than the Euro. Specifically, these currencies are the Argentinean peso, the American dollar and the Mexican peso.

NOTE 14. EQUITY INSTRUMENTS-BASED PAYMENT TRANSACTIONS.

2015 Plan:

On 25 June 2015 the Annual General Meeting of the Parent Company approved a remuneration plan consisting in remuneration system, options on shares, linked to the value of the Company's shares, for certain Executive Directors and Managers and Employees of the Parent Company.

The following terms were approved:

-the maximum number of shares that can be granted cannot exceed 190,000 shares;

  • the exercise or delivery price or the calculation method for exercise or delivery shall be the market value of the share on the day of exercise or delivery;
  • the value of the shares shall be 2.59 Euro per share; and
  • the plan will be in force for a maximum term of 2 years and 6 months.

Additionally, the AGM delegated to the Board of Directors of the Parent Company the development, settlement, clarification and interpretation of the terms of the remuneration plan. The plan was approved by the Board of Directors on 16 December 2015.

On 5 March 2018, a plan beneficiary executed 63,333 shares at a price of 2.59 Euros each in accordance with the terms of the remuneration plan. Finally, the company and the beneficiary have agreed settlement in cash. The above-mentioned exercise has caused a reduction of assets in 335 thousand euro.

On 31 October 2018, the other two plan beneficiaries executed 63,333 and 63,334 shares, respectively, at a price of 2.59 Euros each in accordance with the terms of the remuneration plan. Finally, the company and the beneficiaries have agreed settlement in shares of the Parent Company.

Following the above-mentioned exercise, the Plan has been extinguished.

Changes in existing options were as follows:

30/06/2018

31/12/2018

30/06/2019

Weighted

Weighted

average

Weighted

Number

average price

Number

price

Number

average price

Granted options (+)

126,667

2.59

-

-

-

-

Options at the end of the year

126,667

2.59

-

-

-

-

53

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

2016 Plan:

On 16 November 2016 the Annual General Meeting approved a remuneration plan (2016 Plan) consisting in remuneration system, linked to the value of the Company's shares, for certain Executive Directors and Managers and Employees of the Company.

The following terms were approved:

-the maximum number of shares that can be granted cannot exceed 125,000 shares;

-the exercise or delivery price or the calculation method for exercise or delivery shall be the market value of the share on the day of exercise or delivery;

-shares shall be awarded free of charge; and -the plan will be in force up to 30 June 2019.

-eligible employees shall stay in the Company during the entire above mentioned term

Additionally, the AGM delegated to the Board of Directors the development, settlement, clarification and interpretation of the terms of the remuneration plan. The plan was approved by the Board of Directors on 16 November 2016.

On 2nd July 2018, a Plan beneficiary executed 75,000 free shares in accordance with the terms of the remuneration plan. Finally, the company and the beneficiary have agreed settlement in shares of the Parent Company.

On 2 July 2019, two beneficiaries exercised their rights by virtue of the remuneration plan for directors and senior management referenced to the value of the shares, approved on 16 November 2016, requesting the delivery of 50,000 of the Company's shares (Note 20).

Changes in the above mentioned options were as follows:

30/06/2018

31/12/2018

30/06/2019

Number

Weighted average price

Weighted average

Number

Weighted average

price

price

Granted options (+)

125,000

-

50,000

-

50,000

-

Options at the end of the year

125,000

-

50,000

-

50,000

-

At 31 December 2016, the value of 2015 Plan shares (278,160 Euros) has been recognized as a personnel expense in the Profit and Loss Account as vested over the period defined as the minimum required time in the Company's employ for the exercise of the option, and are also recognized with an offsetting entry in equity without reassessing the initial measurement thereof. The 2015 Plan contemplated launching in 2016 a Public Takeover Bid on the Company's shares (see Note 12.1) among the requirements for the early exercise and accrual of the relevant options. Accordingly, the remaining amounts were been entirely recognized in 2016. At 31 December 2016, the effect thereof on the Company's equity amounted to 347,700 Euros recognized under "Other equity instruments".

At 31 December 2016, the value of 2016 Plan shares (675,000 Euros) has been entirely recognized, in accordance with the principle of prudence, as a personnel expense during the reporting period where the agreement was entered into, irrespective of the minimum required stay in the Company. Since the offsetting entry resulted in an increase in own funds ("Other equity instruments"), there is no impact whatsoever on the Equity of Antevenio SA and its subsidiaries.

54

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

NOTE 15.DEFERRED INCOME

Código Barras Networks S.L.U.

The subsidiary Código Barras Networks, S.L.U. has obtained from Centro de Desarrollo Tecnológico Industrial (CDTI), a zero-interest loan as contribution to the development of the Research and Development project called "Extractor and automatic data classifier for virtual stores on the Web." Of the amount received, 15% was non-refundable and was therefore recognized as capital grants.

Regarding the zero-interest loans, an interest-rate subsidy was recognized as the difference between the amount received and the fair value of the debt, determined by the actual value of payments due discounted at market rate.

In 2013, the Company recognized the impairment of intangible assets associated with this zero-interest loan due to technological obsolescence, and adjusted accordingly the amounts pending to be taken to income from both from the capital grant and the interest-rate subsidy by recognizing an income under "Other income" in the Consolidated Profit and Loss Account.

Mamvo Perfomance, S.L. "Machine learning"

During 2015, the company Mamvo Performance, S.L. was granted a loan from Centro para el Desarrollo Tecnológico Industrial (CDTI) on a subsidized interest rate as collaboration in the development of the Research and Development project called "New System of Personalized Digital Advertising through Machine Learning Techniques and Advanced Algorithms for Data Processing." for a total amount of 563,178 Euros, comprising a non-refundable tranche amounting to 99,379 Euros and a refundable tranche amounting to 463,768 Euros as subsidized interest rate loan. On 18 October 2016 the final instalment of the granted amounts was received.

In 2016, 99,379 euro were recognized under "Other income" in the Profit and Loss Account related to the non-refundable tranche of the grant awarded to Mamvo Performance, S.L., as the necessary expenses for which the grant had been awarded were completed during that reporting period.

Regarding the subsidised interest rate loan, it revealed an interest rate subsidy, the difference between the amount received and the fair value of the debt, determined by the actual value of payments payables discounted at market interest, having recorded in the Consolidated Statement of Financial Position the amount of 5,800 euros (5,800 euros at 31 December 2018 and 33,660 euros at 30 June 2018).

Mamvo Perfomance, S.L. "Datalake"

On 27 November 2018, Centro para el Desarrollo Tecnológico Industrial (CDTI) granted a loan for a total amount of 445,176 euro, comprising a non-refundable tranche of 133,553 euro and a refundable tranche of 331,623 euro as subsidised interest rate loan, to the company Mamvo Performance, S.L. as collaboration in the development of a Research and Development project named "Dynamic assessment and advice on marketing campaigns". At 31 December 2018, the loan amount granted had yet to be received.

55

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

During the six-month period ending 30 June 2019, 40,869 euro relating to the non-refundable tranche of the grant awarded to Mamvo Performance, S.L. have been recognised under "Other income" in the Profit and Loss Account, as the company continued to partially incur the necessary expenses for which the grant has been awarded (31,955 euros recognised under the Profit and Loss Account in 2018 due to the company having begun to partially incur the necessary expenses for which the grant had been awarded).

NOTE 16.TAXATION

The breakdown of the balances with Public Entities is as follows:

30/06/2019

Receivables

Payables

Current:

Value Added Tax

40,251

(745,601)

Recoverable Taxes

167,400

-

Withholdings and payments on account of Income Tax

39

Assets arising from deductible temporary differences (*)

392,586

-

Tax loss carry forwards (*)

1,526,063

-

Deferred tax liabilities (*)

-

(16,759)

Withholdings for Personal Income Tax

-

(265,898)

Other payables to Public Entities

-

(5,973)

Income Tax

-

(182,845)

Social Security

-

(223,870)

2,126,339

(1,440,945)

31/12/2018

Receivables

Payables

Current:

Value Added Tax

6,018

(1,291,645)

Recoverable Taxes

168,747

-

Assets arising from deductible temporary differences (**)

385,052

-

Tax loss carry forwards (**)

1,427,921

-

Deferred tax liabilities (**)

-

(18,701)

Withholdings for Personal Income Tax

-

(452,380)

Other payables to Public Entities

-

(5,973)

Income Tax

-

(217,795)

Social Security

-

(204,228)

1,987,738

(2,190,722)

30/06/2018

Receivables

Payables

Current:

Value Added Tax

15,653

(783,939)

Recoverable Taxes

298,968

-

Withholdings and payments on account of Income Tax

97

Assets arising from deductible temporary differences (*)

335,482

-

Tax loss carryforwards (*)

1,197,307

-

Deferred tax liabilities (*)

-

(11,220)

Withholdings for Personal Income Tax

-

(90,266)

Other payables to Public Entities

-

(5,973)

Income Tax

-

(74,909)

Social Security

-

(281,131)

1,847,507

(1,247,438)

56

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

  1. Amounts recognized undernon-current assets in the Consolidated Statement of Financial Position

The Board of Directors informed, at the meeting held on 30 December 2016, that the company Inversiones y Servicios Publicitarios, S.L. ("ISP") owns a 83.09% interest in the share capital of Antevenio (see Note 14) and that, pursuant to the provisions of Article 61.3 of Law 27/2014, of 27 November, on Corporate Income Tax and having regard to the fact that Antevenio S.A. no longer was the parent company of taxation group 0212/2013 sin ISP had acquired an interest exceeding 75% of the share capital and voting rights in Antevenio, the Board had approved including the Company, effective from the taxation period beginning of 1 January 2017, as a subsidiary of taxation group 265/10, whose parent company is ISP.

Group companies with registered address in Spain paid in 2016 taxes under the Special Consolidated Tax Regime within the Group led by the Parent Company.

Income Tax expense for the Consolidated Group is calculated as the sum of the Income Tax expense from all Companies. The tax bases are calculated from the profit/(loss) for the year as adjusted for any temporary differences, any permanent differences and tax losses from prior years.

Income Tax is calculated by applying the tax rates in force in each of the countries where the group operates. The main types are:

(*) Average tax rate accrued in Italy

Tax rate

2019

2018

2017

Spain

25.00%

25.00%

25.00%

Italy (*)

30.45%

30.45%

31.40%

France

33.33%

33.33%

33.33%

Mexico

30.00%

30.00%

30.00%

Argentina

35.00%

35.00%

35.00%

The reconciliation of Corporate Income Tax expense and pre-tax profit or loss is as follows:

30/06/2018

31/12/2018

30/06/2019

Profit / (Loss) before taxes

1,249,398

5,553,702

1,282,066

Permanent differences

(6,576)

(763,505)

(1,261,938)

Tax liability

310,705

546,527

5,032

Other

-

36,246

(5,032)

Application of tax lox carryforwards and

(235,153)

(465,767)

-

deductions

Domestic CIT payable or receivable

75,552

117,006

(0)

International CIT expense

27,574

326,607

138,845

International CIT income

-

-

-

International CIT payable or

27,574

326,607

138,845

receivable

CIT receivable

103,126

443,613

138,845

57

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

The breakdown by company of corporate income tax expense, distinguishing current and deferred taxes, is as follows:

30/06/2018

31/12/2018

30/06/2019

Current taxes

(338,280)

(898,972)

(138,820)

Deferred taxes

235,153

455,359

-

Total Corporate Income Tax expense

(103,127)

(443,613)

(138,820)

According to current legislation, tax losses may be offset against taxable profits obtained as per local regulations. At 30 June 2019 the Group has the following tax loss carry forwards to offset tax:

Year of

Company

Euros

origination

2008

Marketing Manager Servicios de Marketing

72,977

2009

Marketing Manager Servicios de Marketing

6,229

2011

Mamvo Performance

177,850

2012

Mamvo Performance

592,820

2013

Grupo Antevenio

3,920

2014

Grupo Antevenio

678,753

2015

Grupo Antevenio

36,366

2017

Marketing Manager Servicios de Marketing*

116,937

2017

Antevenio Rich and Reach*

67,032

2018

Antevenio SA

392,571

2014*

Antevenio Publicité

316,193.00

2015*

Antevenio Publicité

316,309.00

2011

Antevenio Publicité

720,193.00

2012

Antevenio Publicité

372,020.00

2017

Antevenio Publicité

184,950.00

2018

Antevenio Publicité

132,087.00

2010

Antevenio France

204,964

2011

Antevenio France

306,103

2012

Antevenio France

133,564

2013

Antevenio France

99,984

2014

Antevenio France

7,321

2015

Antevenio France

5,596

2017

Antevenio S.R.L.(Italia)

193,381

5,138,120

(*)From 1 January 2013, the Group companies with registered address in Spain file consolidated income tax returns.

At 30 June 2019, the Group has activated tax loss carryforwards amounting to 1526063 Euros as tax credits to be offset in future years.

58

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Deferred taxes

The breakdown of changes in deferred tax assets between 31 December 2018 and 30 June

2019 is as follows:

Initial amount

Recognition

Derecognition

Final amount

Expiration

Tax credits for tax loss carryforwards

1,427,921

98,142

-

1,526,063

-

-

Temporary differences (Expected taxes)

385,052

7,534

-

392,586

-

Total registered deferred tax assets

1,812,973

105,676

-

1,918,649

-

The breakdown of tax credits is as follows:

30/06/2018

31/12/2018

30/06/2019

Companies included in the consolidated tax group

759,186

989,801

1,087,943

Companies with registered address abroad

438,120

438,120

438,120

Total tax credits

1,197,306

1,427,921

1,526,063

The above mentioned deferred tax assets have been recognized in the Consolidated Statement of Financial Position as Directors consider that, according to the best estimates of future earnings for companies in the Group, including certain measures of fiscal planning, these assets are likely to be recovered.

Additional disclosures

Under current legislation, taxes cannot be regarded as definitive until the returns have been inspected by the tax authorities or the statute of limitations period of four years has elapsed. At 30 June 2019, the Group's Spanish companies had 2014 and subsequent years open for review by the tax authorities for Income Tax and 2015 and subsequent years for the main taxes applicable to them. Companies with registered address abroad have open to inspection any tax returns currently non-statute-barred according to the respective local regulations. Directors consider the above mentioned tax returns to be appropriately filed and settled; accordingly, even in the case of discrepancies in the construction of the existing regulations for the tax treatment of the transactions, any resulting liabilities, were they to materialize, will not significantly affect the accompanying Interim Consolidated Financial Statements.

59

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

NOTE 17 REVENUE AND EXPENSES

  1. Revenue
    The breakdown of revenue by activity is as follows:

Type of Activity

30/06/2018

31/12/2018

30/06/2019

Online Advertising

14,696,002

27,638,518

11,562,602

Technology services

595,341

1,888,444

785,399

Total revenue

15,291,343

29,526,962

12,348,001

  1. Supplies
    The entire balance of this item relates to "Operating Expenses."
  2. Personnel Expenses
    The breakdown of this heading in the attached Consolidated Profit and Loss Account is as

follows:

30/06/2018

31/12/2018

30/06/2019

Wages and salaries

(4,663,854)

(8,451,777)

(4,238,848)

Termination benefits

(38,300)

(42,304)

(4,906)

Social security payable by the Company

(820,049)

(1,647,787)

(850,153)

Employee benefits expense

(129,189)

(171,907)

(119,611)

Total personnel expenses

(5,651,392)

(10,313,775)

(5,213,517)

  1. External Services
    The breakdown of this heading in the attached Consolidated Profit and Loss Account is as

follows:

30/06/2018

31/12/2018

30/06/2019

Research and development expense in the

-

(9,538)

(2,535)

reporting period

Leases and royalties (Note 8)

(365,846)

(756,776)

(124,550)

Repairs and maintenance

(87,379)

(23,908)

(9,374)

Independent professional services

(719,083)

(1,802,794)

(955,820)

Transport

(10,243)

(41,781)

(24,294)

Insurance premiums

(54,333)

(108,079)

(54,567)

Banking and similar services

(28,920)

(43,205)

(20,499)

Advertising, publicity and public relations

(235,616)

(320,375)

(151,127)

Utilities

(90,189)

(172,747)

(72,860)

(1,591,608)

(3,279,203)

(1,415,627)

60

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

  1. Other finance and similar income

The breakdown of this heading in the Consolidated Profit and Loss Account is as follows:

30/06/2018

31/12/2018

30/06/2019

Finance income from accounts and similar

2,503

2,840

6,104

2,503

2,840

6,104

  1. Finance Expenses

The breakdown of this heading in the Consolidated Profit and Loss Account is as follows:

30/06/2018

31/12/2018

30/06/2019

Debts and similar expenses

(23,954)

(78,643)

(34,417)

(23,954)

(78,643)

(34,417)

  1. Changes in working capital provisionsThis detail is included in Note 9.2

NOTE 18.PROVISIONS AND CONTINGENCIES

Changes in provisions were as follows:

Account

Provisions for other liabilities

IFRS 16

Adjustment (see

Note 2 and 8)

TOTALS

30/06/2018 Allowance Application/Reversal 31/12/2018 Allowance Application/Reversal 30/06/2019

169,591

-

34,868

204,459

13,603

-

218,062

-

-

-

-

638,581

-

638,581

169,591

-

34,868

204,459

652,184

-

856,643

This item relates mainly to provisions for the remuneration of personnel arising from Antevenio S.R.L. in compliance with the existing Italian labour-related regulations and amounting to 218,062 Euros (204,459 Euros at 31 December 2018 and 169,591 Euros at 30 June 2019).

At 30 June 2019, Antevenio Group has guarantees totalling 232,807 Euros (265.684 Euros at 31 December 2018 and at 30 June 2018).

61

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

NOTE 19. ENVIRONMENTAL INFORMATION

The Group´s companies have no significant assets nor have incurred in expenses intended to minimize environmental impact or to protect and improve the environment. Furthermore, there are not provisions for risks and expenses, nor contingencies related to the protection and improvement of the environment.

NOTE 20.EVENTS AFTER THE REPORTING PERIOD

Subsequent to the close of the 6-month period ended 30 June 2019, the following significant events have taken place:

On 2 July 2019, two beneficiaries exercised their rights by virtue of the remuneration plan for directors and senior management referenced to the value of the shares, approved on 16 November 2016, requesting the delivery of 50,000 of the Company's shares (Note 14).

NOTE 21. COMPENSATION AND INTERESTS OF AND BALANCES WITH DIRECTORS OF THE PARENT COMPANY

Balances and Transactions with Directors and Senior Management

The individuals classified as High Management are also Directors of the Parent Company.

The amounts accrued by the Directors or by members of Senior Management, under all headings, are as follows:

High Management

30/06/2018

31/12/2018

30/06/2019

Wages and salaries

218,200

406,813

184,766

Total

218,200

406,813

184,766

In addition to these amounts, accrued remunerations arising from share-based payments disclosed under Note 17 c should be included. At 30 June 2019 and 2018 and at 31 December 2018 there are no commitments for pension supplements, sureties or guarantees, loans or advances granted to the Board of Directors.

Other disclosures related to the Board of Directors

In compliance with the provisions of Section 229 of the Spanish Corporations Law, Directors and the related parties referred to in Section 231 of the Spanish Corporations Law, have not entered into situations of conflict of interests.

62

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

NOTE 22. OTHER INFORMATION

The average number of persons employed by the Group, broken down by category, is as follows:

30/06/2018

31/12/2018

30/06/2019

Men

Women

Total

Men

Women

Total

Men

Women

Total

Management

13

5

18

12

5

17

15

5

20

Administrative

29

27

56

8

14

22

8

14

22

Commercial

38

50

88

25

26

51

26

21

46

Production

7

14

21

52

53

105

37

46

83

Technical

15

4

19

-

-

-

15

4

19

102

100

202

97

98

195

100

90

190

The number of persons employed by the Group at the end of the reporting period and at the end of prior periods, by category, is as follows:

30/06/2018

31/12/2018

30/06/2019

Management

17

16

20

Administrative

60

23

23

Commercial

88

42

52

Production

21

101

82

Technical

19

-

18

205

182

195

The average number of persons with disabilities equal to or exceeding thirty three percent employed by the Group, broken down by category, is as follows:

30/06/2018

31/12/2018

30/06/2019

Commercial

1

1

1

Production

1

1

1

2

2

2

63

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

In compliance with Law 15/2010, of 5 July, amending Law 3/2004, of 29 December, establishing measures to combat late payment in commercial transactions, details of the average period for payment to suppliers:

At 30 June 2018

At 31 December 2018

At 30 June

2019

Days

Days

Days

Average period of time for payment to suppliers

48.97

50.62

38.67

Percentage of paid transactions

38.87

49.70

42.27

Percentage of transactions pending payment

45.48

48.22

43.23

Amount (Euro)

Amount (Euro)

Amount (Euro)

Total payments made

2,783,204

6,207,221

2,316,543

Total payments pending

1,020,654

1,095,927

891,645

NOTE 23.SEGMENT REPORTING

The distribution of net turnover corresponding to the ordinary business activities of the Group, by activity categories, as well as by geographical markets is as follows:

By customer (30/06/2019)

Total

Online Advertising

11,562,602

Technology services

785,399

Total revenue

12,348,001

By customer (31/12/2018)

Total

Online Advertising

27,638,518

Technology services

1,888,444

Total revenue

29,526,962

By customer (30/06/2018)

Total

Online Advertising

14,696,002

Technology services

595,341

Total revenue

15,291,343

64

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Distribution of Sales and Costs to Sell by Territory

Consolidated

Consolidated Amount

Consolidated

Distribution / Sales

Amount 30/06/2018

Amount

31/12/2018

30/06/2019

Spain

6,695,415

12,195,178

5,099,951

Europe and Latin America

8,595,928

17,331,784

7,248,050

Total Sales Distribution

15,291,343

29,526,962

12,348,001

Consolidated

Consolidated Amount

Consolidated

Distribution of Costs to Sell

Amount 30/06/2018

Amount

31/12/2018

30/06/2019

Spain

(2,338,150)

(4,257,351)

(1,801,640)

Europe and Latin America

(4,147,253)

(8,157,051)

(3,451,929)

Total Costs Distribution

(6,485,404)

(12,414,401)

(5,253,569)

65

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Consolidated Profit and Loss Account broken down by category of activity

30.06.2019

31.12.2018

30.06.2018

Rendering of

Total

Online

Rendering of

Total

Rendering of

Total

Online Advertising

Technology

Technology

Online Advertising

Technology

Advertising

Services

Services

Services

Revenue

11,562,602

785,399

12,348,001

27,638,518

1,888,444

29,526,962

14,696,002

595,341

15,291,343

Other operating income

202,452

202,452

175,705

175,705

2,931

2,931

Supplies

‐5,088,558

‐165,010

‐5,253,569

‐11,930,955

‐483,447

‐12,414,401

‐6,260,059

‐225,345

‐6,485,404

Other operating expenses

‐1,088,163

‐422,502

‐1,510,665

‐2,622,289

‐766,948

‐3,389,237

‐1,544,406

‐47,202

‐1,591,608

Amortization and depreciation

‐314,620

‐6,956

‐321,576

‐400,620

‐117,345

‐517,965

‐93,594

‐74,737

‐168,330

Personnel expenses

‐4,995,927

‐217,591

‐5,213,517

‐9,818,451

‐495,324

‐10,313,775

‐5,368,853

‐282,539

‐5,651,392

Other income / (loss)

‐4,995

4,995

‐121,210

‐4,262

‐125,472

Operating profit / (loss)

277,786

‐26,660

251,126

3,036,913

30,376

3,067,289

1,310,811

‐38,743

1,272,068

Net Finance Income

‐20,702

‐9,868

‐30,570

‐130,861

‐251

‐131,111

‐25,934

133

‐25,801

Profit / (loss) before income tax

257,084

‐36,528

220,556

2,906,052

30,125

2,936,178

1,284,877

‐38,610

1,246,267

Income Tax

‐138,820

‐138,820

‐553,069

109,456

‐443,613

‐100,127

‐100,127

Other taxes

‐30,593

‐30,593

‐70,603

‐70,603

‐23,785

‐23,785

Profit/(loss) for the year

87,671

‐36,528

51,143

2,282,381

139,581

2,421,962

1,139,377

‐38,610

1,100,767

66

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

NOTE 24.RELATED PARTY TRANSACTIONS

As a result of the changes in shareholding occurred during 2016 and detailed in Note 13.1 above, the company ISP Digital S.L.U. has become the majority shareholder of Antevenio Group; accordingly, the following subsidiaries of ISP Digital SLU have become related parties:

Company /

Group

Relation

Digilant Group

Related party

ISP Digital Group

Parent Company

Acceso Group

Related party

At 30 June 2019 and 31 December 2018 the balances with the related parties were as follows:

RELATED PARTY (30 June 2019)

BALANCE

BALANCE

RECEIVABLE

PAYABLE

ACCESO COLOMBIA

103,071

-73,668

ACCESO CONTEN IN CONTEXT SA DE CV

9,000

ACCESO GROUP

15,931.49

-866.6

ANAGRAM

11,662.84

-18,469.65

DIGILANT INC

19,682

DIGILANT SPAIN

260,998

-176,391.5

ISP DIGITAL SLU

121,000

ISP DIGITAL for Taxation Group Corporate Income tax

-272,190.49

expense

TOTAL RELATED PARTIES

541,345.33

-541,586.24

RELATED PARTY (31 December 2018)

BALANCE

BALANCE

RECEIVABLE

PAYABLE

ACCESO COLOMBIA

67,831

(12,726)

ACCESO GROUP

17,468

(428)

ANAGRAM

24,618

-

DIGILANT INC

94,691

-

DIGILANT SPAIN

271,832

(161,292)

DIGILANT USA

7,500

-

ISP DIGITALfor Taxation Group Corporate Income tax

121,000

(633,665)

expense

TOTAL RELATED PARTIES

604,941

(808,111)

67

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

RELATED PARTY (30 June 2018)

BALANCE

BALANCE

RECEIVABLE

PAYABLE

ACCESO GROUP

118,710

(65,746)

DIGILANT GROUP

334,138

(134,216)

ISP DIGITAL SLU

121,000

-

ISP on Taxation Group Corporate Income Tax

-

(730,098)

TOTAL RELATED PARTIES

573,848

(930,061)

The breakdown of transactions with related parties during the first six months of 2019 and during 2018 is as follows:

ACCESO

At 30 June

ACCESO

CONTEN IN

ACCESO

DIGILANT

DIGILANT

DIGILANT

2019

COLOMBIA

CONTEXT

GROUP

SPAIN

INC

SA DE CV

SA DE CV

Sales

Purchases

Services

47,347.87

9,000.00

26,087.52

50,670.00

345.00

rendered

Services

(58,215.85)

(2,148.60)

(12,479.00)

(18,589.00)

received

Total

-10,867.98

9,000

23,938.92

-12,479.00

32,081

345.00

At 31

ACCESO

DIGILAN

DIGILANT

DIGILAN

ANAGRA

ACCES

DIGILAN

ISP

Decembe

COLOMBI

MARKETIN

T INC

M

O

DIGITA

r 2018

A

T USA

G

GROUP

T SPAIN

L

Sales

111,960

7,500

400

227,429

25,290

-

41,122

-

Purchase

(91,921)

-

-

-

-

(18,800)

(22,027)

-

s

Services

-

-

-

-

-

10,873

-

20,000

rendered

Services

-

-

-

-

-

(11,323)

(90,666)

-

received

Total

20,039

7,500

400

227,429

25290

(19,250)

(71,571)

20,000

At 30 June

ACCESO

DIGILANT

ACCESO

DIGILANT

ISP

DIGILANT

ACCESO

2018

COLOMBIA

SA DE CV

GROUP

SPAIN

DIGITAL

USA

PANAMÁ

Sales

87,231

-

-

41,122

-

54,772

400

Purchases

(6,608)

-

-

(2,254)

-

-

-

Services

-

-

-

7,500

20,000

-

-

rendered

Services

(58,142)

-

(16,069)

(90,666)

-

-

-

received

Total

22,480

-

(16,069)

(44,297)

20,000

54,772

400

68

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

NOTE 25.BUSINESS COMBINATIONS

On 22nd June 2017 the Parent Company completed the acquisition of 51% of the shares in the US company React2Media, L.L.C for a consideration of 2,250,000 dollars (2,022,275 euros); the entire amount of the consideration was paid to the counterparty on 23 June 2017. This company was thereafter included within the consolidation scope and fully consolidated.

The company React2Media, L.L.C. has its registered address at 35 W 36th St, New York, NY 10018, USA. The company's corporate purpose is the provision of a comprehensive service of on-line advertising networks, offering a complete array of interactive marketing opportunities to media agencies, direct advertisers and editors. The main reason supporting the acquisition is the entry of Antevenio Group in the United States market drawing on the market position and knowledge of the investee. Antevenio Group intends to provide the investee with its other business lines in order to generate positive synergies.

Both the Group and the selling shareholders mutually granted themselves unconditional put option rights and call option rights over the remaining 49% shares in the investee, which may be exercised within the same term and for the same amount. These options have a floating price based on certain parameters relating to the investee's performance over financial years 2019, 2020 and 2021; however, total acquisition value may not exceed 8.5 million dollars (of which 2.25 million dollars have already been paid for the acquisition of 51% of shares). Sale price is subject to the fulfilment of certain continuance conditions by the sellers.

In accordance with the International Financial Reporting Standards and based on the existence of cross put and call options with the same value and the same exercise period, the transaction has been treated as an early acquisition of a non-controlling interest pursuant to the requirements of IAS 32 Financial Instruments: Presentation, which provides that a contractual obligation to deliver cash to another entity is a financial liability.

The amount recognised by the Group at 31 December 2017 as a financial liability represented to the best estimate, as of that date, of the expected amount to be paid; the fair value of this financial liability has been measured at 1.98 million euros, recognised under "Other non- current liabilities".

In accordance with the provisions of International Financial Reporting Standard No. 3 on Business Combinations, during the first half-year of 2018 the Group has decided to reassess this financial liability and to retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of that date. As a consequence, the amount recognised at 31 December 2018 as a financial liability represented to the best estimate, as of that date, of the expected amount to be paid; the fair value of this financial liability has been measured at 2.108 million euros, recognised under "Other non-current liabilities".

69

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

At 21 May 2019, the first tranche of rights to purchase and right to unconditional sale was implemented on 49% of the Company's shares, remaining from the capital share of said Company in the initial contract dated 22 June 2017. The Group acquires 18.36% of the US Company React2Media, L.L.C's shares, for 212,551 dollars (192,778 euros). The pending amount recognised at 30 June 2019 as a financial liability amounts to 1.91 million euros, recognised under "Other non-current liabilities" (see Note 10).

The breakdown of the consideration given, measured as the fair value of net assets and goodwill acquired, is as follows:

Euros

Fair value of the consideration given

Cash paid

2,102,903

Put options granted to minority interests

1,933,648

Contingent consideration

35,004

Total consideration given

4,071,555

Net identifiable assets acquired

Non-current investments

38,462

Intangible assets

2,312

Trade and other receivables

1,198,620

Cash

109,457

Debts with financial institutions

(256,188)

Other debts

(13,429)

Trade and other payables

(912,813)

Fair value of net identifiable assets acquired

166,421

Goodwill (Note 5)

3,905,134

Consideration paid in cash

(2,102,903)

Cash and cash equivalents acquired

109,457

Net cash outflow

(1,993,446)

70

Antevenio S.A. and Subsidiaries Interim Consolidated Financial Statements at 30 June 2019

Goodwill arising from the acquisition was allocated to the Cash Generating Unit relating to the investee's business and relates to the workforce and synergies resulting from Antevenio Group's entry in the United States market drawing on the investee to expand the Group's various business lines.

The Company has considered that fair value of the identifiable assets and liabilities acquired is equal to the relevant carrying values as of the of the acquisition date. As shown in the table above, almost all the assets and liabilities acquired relate to working capital.

The breakdown of fair value of trade receivables as of the acquisition date is as follows:

Contractual gross

Impairment

Euros

amount

adjustment

Fair value

Trade receivables

1,198,620

0.00

1,198,620

71

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Antevenio SA published this content on 10 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 October 2019 08:55:02 UTC