CONSOLIDATED CONDENSED HALF-YEARLY FINANCIAL REPORT

3 1 1 2 2 0 2 3

REGISTERED OFFICE

Via Druento 175, 10151 Turin

Contact Center 899.999.897

Fax +39 011 51 19 214

SHARE CAPITAL FULLY PAID-UP

€ 50,000.00

COMPANIES REGISTER

Tax Code and VAT Number 00470470014 - REA N. 394963

Approved by the Board of Directors on 16 February 2024

SUMMARY

INTERIM MANAGEMENT REPORT

Board of Directors, Board of Statutory Auditors and Independent Auditors

5

Significant events in the first half of the 2023/2024 financial year

6

Review of the results for the first half of the 2023/2024 financial year

14

Significant events after 31 December 2023

17

Business outlook

19

Main risks and uncertainties

19

CONSOLIDATED CONDENSED HALF-YEARLY FINANCIAL STATEMENTS AS AT 31 DECEMBER 2023

Consolidated statement of financial position

22

Consolidated income statement

25

Consolidated statement of comprehensive income

25

Statement of changes in consolidated shareholders' equity

26

Consolidated cash flow statement

27

Notes to the financial statements

28

CERTIFICATION PURSUANT TO ARTICLE 154-BIS OF ITALIAN LEGISLATIVE DECREE NO. 58/1998

79

INDEPENDENT AUDITORS' REPORT

80

CONSOLIDATED CONDENSED HALF-YEARLY FINANCIAL REPORT 31 12 23

3

BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND INDEPENDENT AUDITORS

BOARD OF DIRECTORS*

CHAIRPERSON

Gianluca Ferrero

CHIEF EXECUTIVE OFFICER

Maurizio Scanavino

NON-EXECUTIVE AND NON-INDEPENDENT DIRECTORS

Diego Pistone

INDEPENDENT DIRECTORS

Laura Cappiello

Fioranna Vittoria Negri

REMUNERATION AND APPOINTMENTS COMMITTEE

Laura Cappiello (Chairperson), Fioranna Vittoria Negri and Diego Pistone

CONTROL AND RISK COMMITTEE

Fioranna Vittoria Negri (Chairperson), Laura Cappiello and Diego Pistone

RELATED-PARTY TRANSACTIONS COMMITTEE

Fioranna Vittoria Negri (Chairperson), Laura Cappiello and Diego Pistone

ESG COMMITTEE

Diego Pistone (Chairperson), Laura Cappiello and Fioranna Vittoria Negri

BOARD OF STATUTORY AUDITORS

CHAIRPERSON

Roberto Spada

STANDING AUDITORS

Maria Luisa Mosconi

Roberto Petrignani

ALTERNATE AUDITORS

Stefania Bettoni

Guido Giovando

INDEPENDENT AUDITORS**

Deloitte & Touche S.p.A.

  • The terms of office of the Board of Directors will expire on the date of the Shareholders' Meeting called to approve the Financial Statements as at 30 June 2025.
  • The appointment of the Independent Auditors will expire on the date of the Shareholders' Meeting called to approve the Financial Statements as at 30 June 2024.

CONSOLIDATED CONDENSED HALF-YEARLY FINANCIAL REPORT 31 12 23

5

SIGNIFICANTEVENTS INTHE FIRSTHALFOFTHE 2023/2024

FINANCIAL YEAR

UPDATE OF THE UEFA REGULATIONS EFFECTIVE FROM 1 JULY 2023

In June 2023, UEFA updated the UEFA Club Licensing and Financial Sustainability Regulations (the "UEFA CL&FS"), which apply from the 2023/2024 financial year for clubs participating in European competitions.

Within the context of this update, new provisions were introduced regarding reporting, for UEFA purposes, of the purchase and sale of two or more players in opposite directions between two clubs. In particular, the new rules provide certain parameters to establish when these transactions should be considered "player swaps" instead of independent and separate transactions, which would entail, if the conditions were met, the use of accounting rules for UEFA reporting purposes corresponding to those applicable to "exchanges" pursuant to IAS 38, paragraphs 45 to 47.

The framework of the UEFA provisions in question presents various aspects of interpretative uncertainty.

It should be noted, in any case, that the UEFA CL&FS and, specifically, the provisions relating to the "Accounting requirements for the preparation of financial statements", are akin to provisions applicable only to the clubs participating in UEFA competitions, and therefore do not entail changes to the reference framework governed by IAS/IFRS, which constitute the accounting standards that Juventus - as a listed company - is obligated to apply. The FIGC and UEFA regulations make provision for multiple rules, additional parameters and reclassifications of financial statements data aimed at making it easy to compare clubs in the various countries; these rules, parameters and reclassifications are valid exclusively for sporting purposes, and have no impact on the applicable accounting standards or on the methods for preparing football clubs' financial statements.

After the date of entry into force of the new UEFA provisions, Juventus did not record any cases of transactions such as those typified by the new UEFA provisions.

FIRST PHASE OF THE 2023/2024 TRANSFER CAMPAIGN

Acquisitions and disposals of players' registration rights

The transactions carried out in the first phase of the 2023/2024 Transfer Campaign, held from 1 July to 1 September 2023, led to a total increase in invested capital of € 21.4 million, due to acquisitions and increases of € 28.3 million and disposals of € 6.9 million (net book value of disposed rights).

The net capital gains generated by the disposals came to € 13.6 million.

The total net financial effect, including auxiliary expenses and financial income and expenses implied on deferred receivables and payables, is positive and equal to € 2.9 million.

For additional details see the Notes to the financial statements.

ORGANISATIONAL STRUCTURE

On 7 July 2023, Juventus reached an agreement with Cristiano Giuntoli to appoint him as Football Director until the end of the 2027/2028 football season, reporting to Maurizio Scanavino, Chief Executive Officer. On the same date, Giovanni Manna took up the role of Head of the 1st Team, reporting to the new Football Director.

SEASON TICKET CAMPAIGN

The 2023/2024 Season Ticket Campaign closed with 17,200 season tickets sold, resulting in a net revenue of € 25.7 million, including Premium Seats and additional services. The increase in season ticket revenues, up by 7% compared to the previous season, is due to the absence of the previous season's discount deriving from the credit granted as reimbursement to season ticket holders for matches not open to the public at the end of the 2019/2020 season due to the Covid-19 pandemic.

6

JUVENTUS FOOTBALL CLUB S.P.A.

PROCEDURE FOR EXITING THE SUPER LEAGUE PROJECT

On 6 June 2023, the Company announced that it had sent a communication to the other two clubs which, like Juventus, had not exercised their withdrawal from the European Super League Project (Football Club Barcelona and Real Madrid Club de Futbol) in order to open a period of discussion between the three clubs concerning Juventus' possible exit from the Super League Project.

On 13 July 2023, the Company, as a result of these discussions and taking into account certain differences in the interpretation of the agreements applicable to the Super League Project, started the procedure for leaving the aforementioned Project, while reiterating that, pursuant to applicable contractual provisions, the prior consent of the other clubs involved in the Super League Project is required for the withdrawal to take effect. The applicable agreement does not provide for specific penalties and/or indemnity clauses in the event of withdrawal without the consent of the other parties, it being understood that, without the consent of the other parties, the withdrawal has no effect.

On 20 September 2023, it notified all interested parties (i.e. Football Club Barcelona and Real Madrid Club de Futbol and all other clubs participating in the Super League Project from the beginning) of the final decision to withdraw from the agreement governing the Super League Project, requesting their written consent to withdraw from the Super League Project. Football Club Barcelona and Real Madrid Club de Futbol have not given their consent to Juventus' withdrawal.

As at the date of this Report, none of the interested parties has taken any initiatives vis-à-vis the Company.

DECISION OF THE UEFA CLUB FINANCIAL CONTROL BODY FIRST CHAMBER

On 28 July 2023, the First Chamber of the UEFA Club Financial Control Body ("UEFA CFCB") made the decision by which it definitively closed the proceedings initiated on 1 December 2022 aimed at verifying Juventus' respect of the UEFA regulatory framework. While continuing to consider the alleged violations insubstantial and its actions correct, Juventus accepted the decision by waiving to appeal, expressly excluding (with the UEFA CFCB acknowledgment) that this might constitute admission of any liability against itself.

The decision of the First Chamber of the UEFA CFCB entails the termination of the Settlement Agreement between UEFA and Juventus dated 31 August 2022 and the exclusion of Juventus from the UEFA Conference League of the sport season 2023/2024 season. As a result of the decision, Juventus (i) is required to pay a financial contribution of € 10 million, of which € 2 million has been paid in September 2023 and € 8 million will be withheld from the income from participation in UEFA competitions in the next two football seasons and (ii) may be required to pay an additional conditional financial contribution of € 10 million in the event that Juventus' financial statements as at 30 June 2023, 2024 and 2025 contain material violations of the UEFA Club Licensing and Financial Sustainability Regulations ("CL&FS"); this conditional amount would be withheld, if necessary, from the income from participation in UEFA competitions in the next sport seasons. The financial contributions paid by the Company or withheld by UEFA will not be considered as relevant expenses for the assessment of Juventus' compliance with the stability requirements provided by the CL&FS.

CRIMINAL PROCEEDINGS PENDING BEFORE THE TURIN JUDICIAL AUTHORITY (NOW BEFORE THE ROME JUDICIAL AUTHORITY)

On 24 October 2022, the Public Prosecutor's Office of the Court of Turin served the Company - as well as some of its representatives - with a notice of conclusion of preliminary investigations ("Turin Notice") which alleged the offences against natural persons set forth in Article 2622 of the Italian Civil Code, Article 185 of Italian Legislative Decree 58/1998 (the Consolidated Law on Finance, "TUF"), Article 2 of Italian Legislative Decree 74/2000 and Article 2638 of the Italian Civil Code, while the Company was under investigation for the offences referred to in Articles 5, 25-ter,25-sexies and 25-quinquesdecies of Italian Legislative Decree 231/2001. The facts covered by the Turin Notice pertained to the financial statements as at 30 June 2019, 2020 and 2021 and related to improperly named transactions of "exchange" of players' registration rights and agreements to reduce and supplement the compensation of registered personnel concluded in the 2019/2020 and 2020/2021 financial years.

Following the request for committal to trial of 30 November 2022, the proceedings were assigned to the Preliminary Hearing Judge at the Court of Turin.

CONSOLIDATED CONDENSED HALF-YEARLY FINANCIAL REPORT 31 12 23

7

During the course of the second preliminary hearing, on 10 May 2023, the Preliminary Hearing Judge at the Court of Turin ordered the transmission of documents to the Supreme Court of Cassation, called to rule on the issue of territorial jurisdiction challenged by the defence. At the outcome of the hearing of 6 September 2023, the Supreme Court of Cassation declared that the Court of Turin lacked territorial jurisdiction and ordered the forwarding of the documents to the Public Prosecutor at the Court of Rome.

On 6 December 2023, after the transmission of the documents of the criminal proceedings pending before the Turin Judicial Authority, the Company received a request from the Public Prosecutor's Office of Rome for the acquisition of documents relating, in particular, to the financial statements as at 30 June 2022. In this context, the Company has learned that investigations are pending at the Public Prosecutor's Office of Rome in relation to company representatives for the case referred to in Article 2622 of the Italian Civil Code with regard to the financial statements as at 30 June 2022. To the best of our knowledge, the Company is not under investigation in these proceedings. On 16 January 2024, the Company received a further request for the acquisition of documents relating to the financial statements as at 30 June 2023.

On 22 December 2023, the Company received notification of the conclusion of the preliminary investigations from the Public Prosecutor's Office of the Court of Rome (the "Rome Notice") in connection with the above-mentioned criminal proceedings. In line with the allegations raised by the Public Prosecutor's Office of Turin, the Rome notice alleges the offences against natural persons set forth in Article 2622 of the Italian Civil Code, Article 185 of the Consolidated Law on Finance, Article 2 of Italian Legislative Decree 74/2000 and Article 2638 of the Italian Civil Code, while the Company was under investigation for the offences referred to in Articles 5, 25-ter,25-sexies and 25-quinquesdecies of Italian Legislative Decree 231/2001. The facts covered by the Rome Notice pertain to the financial statements as of 30 June 2019, 2020 and 2021 and are related to improperly named transactions of "exchange" of players' registration rights and agreements to reduce and supplement the compensation of registered personnel concluded in the 2019/2020, 2020/2021 and 2021/2022 sporting seasons, already covered by the Turin Notice, as well as the "buyback agreements", relating to certain transfer market transactions dating back to the years 2017/2018, 2018/2019 and 2019/2020.

For more information on the analyses and assessments carried out by the Company with the support of its consultants, as well as for qualitative and quantitative information on the ongoing criminal proceedings, please refer to note 56 of this Consolidated Condensed Half-yearly Financial Report as at 31 December 2023, where, with a view to a fully transparent and exhaustive disclosure and on a voluntary basis, Juventus will provide a representation of the potential accounting effects that the disputes brought by the Public Prosecutor's Office of the Court of Turin relating to the financial statements for the years ended as at 30 June 2019, 2020 and 2021 could have on the economic, equity and financial position for the first half of the 2023/2024 financial year, and for the years ended as at 30 June 2023 and 2022.

CONSOB PROCEEDINGS PURSUANTTO ARTICLE 154-TER, PARAGRAPH 7, OF LEGISLATIVE DECREE NO. 58/1998

On 31 July 2023, Consob sent Juventus a notification of initiation of the proceedings aimed at adopting the measure referred to in Article 154-ter, paragraph 7, of the Consolidated Law on Finance, specifying that it had found certain critical issues with reference to the recognition by Juventus of certain transactions and management events related to (i) the financial statements and consolidated financial statements as at 30 June 2022 and (ii) the consolidated half-yearly financial statements as at 31 December 2022, and formally initiated the administrative proceedings aimed at asking the Company to make public the critical issues identified and publish the necessary supplementary information (the "Proceedings pursuant to Article 154-ter").

On conclusion of the Proceedings pursuant to Article 154-ter, Consob passed resolution no. 22858 of 25 October 2023 ("Resolution no. 22858/2023") regarding the assessment, according to the terms illustrated below, of the non-compliance of the financial statements as at 30 June 2022 and the consolidated half-yearly financial statements as at 31 December 2022 of Juventus with the regulations governing the drafting thereof and asked the Company, pursuant to Article 154-ter, paragraph 7 of the Consolidated Law on Finance, to disclose the following information to the market:

  1. "the shortcomings and critical issues identified by Consob regarding the accounting accuracy of the financial statements as at 30 June 2022 and the consolidated half-yearly financial statements as at 31 December 2022";
  2. "the applicable international accounting standards and the violations identified in this regard";

8

JUVENTUS FOOTBALL CLUB S.P.A.

  1. "the description, in a dedicated pro-forma consolidated economic, equity and financial position - accompanied by comparative data - of the effects that accounting compliant with the rules would have had on the statement of financial position, income statement and shareholders' equity for the year and for the half year for which an incorrect disclosure was provided".

Consob's findings contained in Resolution no. 22858/2023, regarding the financial statements as at 30 June 2022 and the consolidated half-yearly financial statements as at 31 December 2022, concerned (i) the accounting of 16 "cross- transactions" for the disposal and simultaneous purchase of players' registration rights, of which 15 dating back to the 2019/2020 and 2020/2021 financial years which had already been included in the previous proceedings initiated by Consob pursuant to Article 154-ter, paragraph 7, of the Consolidated Law on Finance in the 2022/2023 financial year, and 1 "cross- transaction" pertaining to the 2022/2023 financial year ("the 16 cross-transactions"), (ii) the recognition of liabilities and the cost accounting criterion following the conclusion of agreements with registered players and technical staff as part of the 'salary manoeuvres' carried out during the 2019/2020 and 2020/2021 football seasons (the "Salary manoeuvres") and

  1. the accounting effects attributable to certain 'memos' or 'memoranda', related to certain transfer market transactions, dating back to the 2017/2018, 2018/2019 and 2019/2020 financial years, which led to the recognition of capital gains in the related financial statements, in relation to agreements contained in said documents, whereby Juventus reserved the right to repurchase the transferred players' registration rights, or undertook to repurchase the transferred players' registration rights at certain future dates and at certain amounts (the "Buyback Agreements").

Therefore, the adoption by Consob of the provision pursuant to Article 154-ter, paragraph 7 of the Consolidated Law on Finance would not affect the validity of the financial statements to which it refers, as the provision does not, in fact, result in "real" effects but is relevant only at an information level.

Likewise, on 25 October 2023, pursuant to Article 114, paragraph 5, of the Consolidated Law on Finance, Consob asked the Company to make public, by means of a press release to be distributed in due time prior to the shareholders' meeting of the Company called for 23 November 2023 and, in any case no later than 10 November 2023: "1. the considerations of the Directors regarding the correctness of the 2023 financial statements" and "an estimation regarding the economic, equity and financial impacts, adequately commented on, suitable to represent the accounting of the profiles subject to Consob's measure on the consolidated situation of the Issuer as at 30 June 2023" (the "Request pursuant to Article 114 of the Consolidated Law on Finance").

In order to comply with Resolution no. 22858/2023, the Company issued a press release on 27 October 2023 to provide the market, with reference to the 16 Cross Transactions, the Salary Manoeuvres and the Buyback Agreements, with the information pursuant to Resolution 22858/2023, indicated above in sections A and B, reserving the right to describe, in a dedicated press release, subject to a resolution by the competent bodies of the Company, the information indicated above in section C. On 9 November 2023, through the appropriate press releases, the Company, respectively, (i) made public the information pursuant to Resolution 22858/2023, indicated in previous point C, and (ii) fulfilled the Request pursuant to Article 114 of the Consolidated Law on Finance.

On 22 December 2023, Juventus challenged Resolution 22858/2023 and the Request pursuant to Article 114 of the Consolidated Law on Finance before the Lazio Regional Administrative Court.

For more information on the Proceedings pursuant to Article 154-ter, on the previous procedure initiated by Consob pursuant to Article 154-ter, paragraph 7, of the Consolidated Law on Finance during the 2022/2023 financial year, as well as for the illustration, in a specific consolidated pro-forma statement of economic, equity and financial position - accompanied by comparative data - of the effects that an accounting according to the provisions indicated by Consob in Resolution no. 22858/2023 would have produced on the statement of financial position, income statement and shareholders' equity of the Company for the first half of the 2023/2024 financial year and for the years ended 30 June 2023 and 2022, please refer to note 55 of this Consolidated Half-Yearly Financial Report as at 31 December 2023.

FACTORING OF RECEIVABLES WITHOUT RECOURSE

In August 2023, the Company carried out a transaction for the factoring without recourse of medium-term receivables due from foreign football clubs; this transaction - concluded at competitive market conditions - generated a positive cash flow of approximately € 42 million.

CONSOLIDATED CONDENSED HALF-YEARLY FINANCIAL REPORT 31 12 23

9

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Juventus Football Club S.p.A. published this content on 20 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2024 15:41:05 UTC.