Ströer : Financial Statements of Ströer SE & Co. KGaA 2023

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Ströer SE & Co. KGaA, Cologne Balance sheet as at December 31, 2023

A SS ET S

Dec. 31, 2023

Dec. 31, 2022

EUR

EUR

NON-CURRENT ASSETS

Intangible assets

Purchased concessions, industrial and similar rights and assets, and licenses in such rights and assets

3,723,800.08 3,723,800.08

Capital reserves Retained earnings

Other retained earningsAccumulated profit

12,652,582.50 8,082,377.03 228,667.76 20,963,627.29

PROVISIONS

Tax provisions Other provisionsLIABILITIESLiabilities to banks Trade payables

6,497,815.46 6,497,815.46

Property, plant, and equipment

Land, land rights, and buildings, including buildings on third-party land Other equipment, furniture, and fixtures Prepayments and assets under construction

12,495,047.96

8,349,195.88 1,275,952.33 22,120,196.17

Financial assets

Shares in affiliates Loans to affiliates Equity investments Other loans

1,575,523.75 4.00 766,383,016.13 792,227,012.38

654,359,419.21 110,448,069.17

654,359,419.21 100,441,021.09 1,326,658.84 4.00 756,127,103.14 783,588,545.89

CURRENT ASSETS

Receivables and other assets

Trade receivables Receivables from affiliates

433,997.70

1,524,932,525.08

484,402.18

1,555,150,954.47

Receivables from other investees and investorsOther assets

13,179,300.14 1,538,548,571.82

2,748.90

10,911.78 10,588,735.84 1,566,235,004.27

Cash on hand and bank balances

14,812,694.49 1,553,361,266.31

13,304,903.09 1,579,539,907.36

PREPAID EXPENSES

5,661,295.41

4,979,223.25

2,351,249,574.10

2,368,107,676.50

Dec. 31, 2023	Dec. 31, 2022
EUR	EUR
55,706,313.00	56,691,571.00
0.00	-610,331.00
55,706,313.00	56,081,240.00
655,454,384.92	650,575,312.92
343,823,450.45	363,904,240.63
290,027,645.87	281,457,152.43
1,345,011,794.24	1,352,017,945.98
16,135,299.11	28,665,668.85
27,823,743.37	26,347,616.49
43,959,042.48	55,013,285.34
763,384,362.68	753,852,777.37
2,996,891.25	5,182,208.55
177,126,478.39	182,466,761.41
1,048,866.32	754,162.08
thereof for taxes:
EUR 727,049.32 (prior year: EUR 401,633.23)
944,556,598.64	942,255,909.41
17,722,138.74	18,820,535.77
2,351,249,574.10	2,368,107,676.50

E Q U IT Y A N D L I A B I L I T I E S

EQUITY

Subscribed capital

Nominal value of treasury shares

Issued capital

-Conditional capital: EUR 16,697,901.00 (prior year: EUR 14,885,923.00)Liabilities to affiliates Other liabilities

-DEFERRED TAX LIABILITIES

Ströer SE & Co. KGaA, Cologne Income statement for 2023

Revenue

Other operating income

Cost of materials

Cost of purchased services

Personnel expenses

Wages and salaries

Social security and pension costs

- thereof for old-age pensions: EUR 25,924.75 (prior year: EUR 21,764.35)

Amortization, depreciation, and impairment of intangible assets

and property, plant, and equipment

Other operating expenses

Income from profit transfer agreements

Income from other securities and loans classified as non-current financial assets

- thereof from affiliates: EUR 5,772,433.91 (prior year: EUR 2,341,639.16)

Other interest and similar income

- thereof from affiliates: EUR 42,573,167.00 (prior year: EUR 5,086,264.33)

- thereof income from unwinding the discount: EUR 0.88 (prior year: EUR 0.00)

Impairment of financial assets

Interest and similar expenses

2023	2022
EUR	EUR
40,989,128.60	33,139,045.79
10,424,056.55	24,821,466.51
-8,533,790.65	-9,187,384.36
-21,310,374.36	-20,455,345.44
-3,611,634.60	-3,451,910.60
-6,394,726.82	-8,356,345.18
-58,152,283.24	-52,467,771.97
741,099.94	3,300,000.00
184,608,611.20	247,631,235.04
5,882,826.11	2,395,211.37
42,574,311.11	5,090,722.90
0.00	-10,000.00
-41,211,567.00	-14,955,456.37
-29,241,139.03	-51,084,066.09
EUR 1,098,397.03 (income) (prior year: expense of EUR 18,820,535.77))
Post-tax profit or loss	116,764,517.81	156,409,401.60
Other taxes	-1,736,871.94	47,750.83
Profit for the period	115,027,645.87	156,457,152.43
Profit carryforward from the prior year	175,000,000.00	125,000,000.00
Accumulated profit	290,027,645.87	281,457,152.43

- thereof income/expense from the change in the recognition of deferred taxes

• - thereof to affiliates: EUR 7,058,998.88 (prior year: EUR 1,178,678.83)

• - thereof expenses from unwinding the discount: EUR 5.00 (prior year: EUR 16.96)

Income taxes

Ströer SE & Co. KGaA, Cologne

Notes to the financial statements for 2023

A. General

Ströer SE & Co. KGaA, Cologne ('Ströer KGaA'), was established by transforming Ströer SE, Cologne (Cologne local court, HRB no. 82548), by way of a change in legal form in accordance with the resolution adopted by the extraordinary shareholder meeting on September 25, 2015. Its articles of association are dated June 23, 2016 and were last amended on January 31, 2024. It was entered in commercial register B of Cologne local court under HRB no. 86922 on March 1, 2016.

These separate financial statements were prepared in accordance with sections 242 et seq. and sections 264 et seq. of the German Commercial Code (HGB) and in accordance with the relevant provisions of the German Stock Corporation Act (AktG). The provisions for large corporations apply.

The income statement is structured in accordance with the nature-of-expense method.

B. Accounting policies

The following accounting policies, which essentially remained unchanged in comparison to the prior year, were used to prepare the separate financial statements.

Intangible assets and property, plant, and equipment are recognized at cost and, where applicable, are amortized/depreciated on a straight-line basis over their useful lives.

Amortization/depreciation is based on the following useful lives:

• ■ Purchased concessions, industrial and similar rights and assets, and licenses in such rights and assets 3 to 10 years

• ■ Land, land rights, and buildings, including buildings on third-party land 35 years

• ■ Other equipment, furniture, and fixtures 3 to 13 years

Low-value assets with an individual net value not exceeding EUR 250.00 are written off/fully expensed in the year of acquisition, with their immediate disposal being assumed. For reasons of efficiency, a collective item is recognized for assets with an individual net value of more than EUR 250.00 but no greater than EUR 1,000.00 and depreciated at a flat rate of 20% p.a. in the year of acquisition and in each of the following four years. All other depreciation on additions to property, plant, and equipment is recognized pro rata. Depreciation of the collective item amounted to EUR 67k in 2023 (prior year: EUR 100k).

Under financial assets, equity investments are recognized at the lower of cost and fair value, while loans are recognized at nominal value. Interest-free or low-interest loans are discounted to their present value.

Receivables and other assets are recognized at their nominal value. Specific loss allowances are recognized for items subject to risk, while a general loss allowance is recognized for general credit risk. Interest-free and low-interest receivables due in more than one year are discounted.

Payments made before the reporting date that constitute expenses for a certain period after this date are recognized as prepaid expenses.

Tax provisions and other provisions are recognized for all contingent liabilities and losses expected to be incurred from onerous contracts. They are recognized at the settlement value deemed necessary according to prudent business judgment (i.e. including future cost and price increases). Provisions with a residual term of more than one year are discounted.

Liabilities are recorded at the settlement value.

To determine deferred taxes arising due to temporary or quasi-permanent differences between the carrying amounts of assets, liabilities, prepaid expenses, and deferred income in the statutory accounts and their tax carrying amounts or due to tax loss carryforwards, these differences are valued using the Company-specific tax rate of 31.388% at the time they are reversed; the amounts of any resulting tax charge or benefit are not discounted. Deferred tax assets and liabilities are offset.

Foreign currency assets and liabilities are translated using the middle spot rate on the reporting date. If they have residual terms of more than one year, the realization principle (section 252

(1) no. 4 half-sentence 2 HGB) and the historical cost principle (section 253 (1) sentence 1 HGB) are applied.

All entities that are fully consolidated in Ströer KGaA's consolidated financial statements are classified as affiliates.

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C. Notes to the balance sheet

1. Non-current assets

The change in the individual non-current asset items, including amortization, depreciation, and impairment for the financial year, is shown in the statement of changes in non-current assets.

COST ACCUMULATED AMORTIZATION, DEPRECIATION, AND IMPAIRMENT NET CARRYING AMOUNTS
Jan. 1, 2023 Additions DisposalsReclassificationsDec. 31, 2023 Jan. 1, 2023 Additions ReversalsReclassificationsDec. 31, 2023 Dec. 31, 2023 Dec. 31, 2022 EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR
INTANGIBLE ASSETS Purchased concessions, industrial and similar rights and assets,
and licenses in such rights and assets 27,276,451.07 189,668.95 0.00 0.00 27,466,120.02 20,778,635.61 2,963,684.33 0.00 0.00 23,742,319.94	3,723,800.08 6,497,815.46
27,276,451.07 189,668.95 0.00 0.00 27,466,120.02 20,778,635.61 2,963,684.33 0.00 0.00 23,742,319.94 3,723,800.08 6,497,815.46
PROPERTY, PLANT, AND EQUIPMENT Land, land rights, and buildings,
including buildings on third-party land 12,725,803.03 129,617.98 0.00 0.00 12,855,421.01 73,220.53 287,152.52 0.00 0.00 360,373.05 12,495,047.96 12,652,582.50
Other equipment, furniture, and fixtures 26,732,066.05 3,333,121.41 540,914.29 89,170.19 29,613,443.36 18,649,689.02 3,143,889.97 529,331.51 0.00 21,264,247.48 8,349,195.88 8,082,377.03
Prepayments and assets under construction 228,667.76 1,177,308.76 40,854.00 -89,170.19 1,275,952.33 0.00 0.00 0.00 0.00 0.00 1,275,952.33 228,667.76
39,686,536.84 4,640,048.15 581,768.29 0.00 43,744,816.70 18,722,909.55 3,431,042.49 529,331.51 0.00 21,624,620.53 22,120,196.17 20,963,627.29
FINANCIAL ASSETS Shares in affiliates 654,359,419.21 0.00 0.00 0.00 654,359,419.21 0.00 0.00 0.00 0.00 0.00 654,359,419.21 654,359,419.21
Loans to affiliates 100,441,021.09 10,257,048.08 250,000.00 0.00 110,448,069.17 0.00 0.00 0.00 0.00 0.00 110,448,069.17 100,441,021.09
Equity investments 1,326,658.84 248,864.91 0.00 0.00 1,575,523.75 0.00 0.00 0.00 0.00 0.00 1,575,523.75 1,326,658.84
Other loans 21,515,000.00 0.00 0.00 0.00 21,515,000.00 21,514,996.00 0.00 0.00 0.00 21,514,996.00 4.00 4.00
777,642,099.14 10,505,912.99 250,000.00 0.00 787,898,012.13 21,514,996.00 0.00 0.00 0.00 21,514,996.00 766,383,016.13 756,127,103.14
844,605,087.05 15,335,630.09 831,768.29 0.00 859,108,948.85 61,016,541.16 6,394,726.82 529,331.51 0.00 66,881,936.47 792,227,012.38 783,588,545.89

a) Intangible assets

The item 'Purchased concessions, industrial and similar rights and assets, and licenses in such rights and assets' mainly comprise expenditure on the purchase of software.

b) Land, land rights, and buildings, including buildings on third-party land

Land and buildings includes the head office building at Ströer Allee 1, which the Company acquired in 2022 and which is reported at the purchase price including acquisition-related costs less depreciation and impairment.

c) Financial assets

The financial assets of Ströer KGaA increased by EUR 10,256k to EUR 766,383k as at December 31, 2023. This increase was largely the result of the growth in intragroup loans that were only partly offset by loan repayments.

2. Receivables and other assets

Dec. 31, 2023

EUR k

Trade receivables thereof due in more than one year

434

0

Receivables from affiliates thereof due in more than one year

1,524,933

0

Receivables from other investees and investors thereof due in more than one year

3

0

Other assets thereof due in more than one year

13,179

36

1,538,549

Dec. 31, 2022

EUR k

484

0 1,555,151

0

11

0 10,589

36

1,566,235

Receivables from affiliates related to the profit-and-loss transfer agreement with Ströer Media Deutschland GmbH, Cologne ('SMD') (EUR 69,467k; prior year: EUR 95,941k), and to the profit-and-loss transfer agreements with Ströer Digital Publishing GmbH, Cologne ('SDP') (EUR 51,912k; prior year: EUR 78,459k), with Ströer Sales Group GmbH, Cologne ('SSG') (EUR 34,130k; prior year: EUR 47,213k), with Ströer Digital Commerce GmbH, Cologne ('SDC') (EUR 17,490k; prior year: EUR 328k), with BlowUP Media GmbH, Cologne ('BUM') (EUR 6,056k; prior year: EUR 4,917k), and Ströer Content Group GmbH, Cologne ('SCG') (EUR 5,554k; prior year: EUR 20,774k). There were also trade receivables of EUR 11,974k (prior year: EUR 9,266k). In addition, there were receivables from cash pooling of EUR 999,799k

• of EUR 3,999k (prior year: EUR 2,284k) with Ströer X GmbH, Leipzig, and of EUR 232k (prior year: liability of EUR 1,556k) with Statista GmbH, Cologne.

(prior year: EUR 972,308k) with SMD, of EUR 196,512k (prior year: EUR 185,139k) with SCG,

• of EUR 68,478k (prior year: EUR 77,806k) with SDC,

• of EUR 59,330k (prior year: EUR 60,718k) with SSG,

  3. Equity

  a) Subscribed capital

  The Company's subscribed capital decreased from EUR 56,691,571.00 to EUR 55,706,313.00 in 2023. This decrease was chiefly due to the decision by Ströer Management SE on August 8, 2023 to reduce the subscribed capital of Ströer KGaA from EUR 56,691,571.00 to EUR 55,601,583.00 by retiring 1,089,988 treasury shares. The exercising of 104,730 stock options had the opposite effect, increasing the Company's subscribed capital to EUR 55,706,313 as at December 31, 2023. The subscribed capital was thus divided into 55,706,313 no-par-value bearer shares as at December 31, 2023. They have a nominal value of EUR 1.00 each and are fully paid up.

  The following disclosures are mainly taken from the articles of association of Ströer KGaA.

  b) Treasury shares

  In accordance with the resolution passed by the shareholder meeting on November 4, 2020, the Company is authorized, in the period up to and including November 3, 2025, to purchase treasury shares for any permissible purpose in an amount equivalent to no more than 10% of the Company'sshare capital at the time of adoption of the resolution or - if this figure is lower - at the time the authorization is exercised. The shares purchased on the basis of this authorization, together with other shares of the Company that the Company has already purchased and still owns, or that are attributable to the Company pursuant to sections 71a et seq. AktG, must not exceed 10% of the share capital at any time. The authorization must not be used for the purpose of trading in treasury shares. In each instance, the general partner decides whether the purchase is to be made through the stock exchange, by way of a public purchase offer to all shareholders, by way of a public invitation to the Company's shareholders to tender their shares, or by another means that is in compliance with the principle of equal treatment (section 53a AktG).

  Based on the authorization from the annual shareholder meeting on November 4, 2020, Ströer KGaA decided on September 28, 2022 to carry out a share buyback program with a total maximum repurchase volume of EUR 50,000,000.00. The volume of EUR 50,000,000.00 represented the likely maximum number of shares that could be acquired over the subsequent six months within the regulatory limits. The Company launched the program on October 3, 2022. A total of 610,331 treasury shares had been purchased under the program by December 31, 2022. The average purchase price for these shares was approximately EUR 42.35 per share. Between January 1, 2023 and April 21, 2023, a further 479,657 treasury shares were purchased under the program. The average purchase price for these shares was approximately EUR 50.36 per share. The share buyback program ended on April 21, 2023. Between October 3, 2022

and April 21, 2023, a total of 1,089,988 shares were repurchased under the program. The average purchase price for all of these shares was approximately EUR 45.87 per share.

The nominal share in subscribed capital of all the treasury shares repurchased came to EUR 1,089,988, or 1.923%. In accordance with section 71b AktG, however, shares held by the Company on the day of the shareholder meeting do not confer any voting rights and are not dividend-bearing. This share buyback program was intended to enable shareholders of Ströer KGaA to share in the Company's profit. This flexible instrument represented an addition to our capital allocation options that include dividend payments.

On August 8, 2023, Ströer Management SE decided to reduce the subscribed capital of Ströer KGaA from EUR 56,691,571.00 to EUR 55,601,583.00 by retiring the 1,089,988 treasury shares.

2019 approved capital

Subject to the approval of the Supervisory Board, the general partner is authorized until June 18, 2024 to increase the Company's share capital once or several times by a maximum of EUR 5,652,657.00 in total by issuing up to 5,652,657 new no-par-value bearer shares for contributions in cash and/or in kind (2019 approved capital).

The shareholders must as a matter of principle receive a pre-emption right. The legal pre-emption right may also be granted by way of the new shares being acquired by a bank or an entity that operates in accordance with section 53 (1) sentence 1 or section 53b (1) sentence 1 (7) of the German Banking Act (KWG), subject to the requirement that they are offered indirectly to shareholders forsubscription in accordance with section 186 (5) AktG. However, the general partner is authorized, subject to the approval of the Supervisory Board, to exclude the shareholders' legal pre-emption rights for one or more capital increases within the scope of the approved capital:

(i) in order to exclude fractional amounts from the shareholders' pre-emption rights;

• (ii) if the capital increase is made in return for contributions in kind including for, but not limited to, the purpose of acquiring entities, parts of entities, or equity investments in entities;

• (iii) if the capital increase is made in return for cash contributions and the issue price of the new shares is not significantly below - in accordance with section 203 (1) and (2) and section 186 (3) sentence 4 AktG - the market price of shares of the same class and voting rights already listed on the stock market on the date on which the final issue price is determined, and the portion of the share capital attributable to the new shares issued in accordance with this clause (iii), subject to the exclusion of pre-emption rights pursuant to section 186 (3) sentence 4 AktG, does not exceed 10% of the total share capital at the time that such authorization becomes effective or is exercised. The proportional amount of the share capital attributable to new or treasury shares issued or sold since June 19, 2019, subject to the simplified exclusion of pre-emption rights in accordance with, or analogously to, section 186 (3) sentence 4 AktG, must be added to this maximum amount, as must the proportional amount of the share

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capital attributable to shares with attaching warrants and/or conversion rights/option obligations and/or mandatory conversion requirements from debt securities or participation rights issued since June 19, 2019, applying section 186 (3) sentence 4 AktG analogously; and/or

(iv) to the extent necessary to issue pre-emption rights for new shares to holders of bonds with warrants or beneficial owners of convertible bonds or participation rights with conversion rights or warrants that are issued by the Company or entities that it controls or in which it holds a majority stake in the scope to which they would be entitled after exercising the warrants or conversion rights or after fulfilling the mandatory conversion requirement.

The shares issued under the above authorization subject to the exclusion of shareholders' pre-emption rights in capital increases in return for cash contributions or contributions in kind may not exceed 10% of the share capital either at the time such authorization becomes effective or - if this figure is lower - at the time it is exercised. The proportionate amount of the share capital attributable to those shares that are issued during the term of this authorization under another authorization subject to the exclusion of pre-emption rights must be deducted from this maximum amount of 10%. Likewise, rights that were issued during the term of this authorization until the date of their exercise under other authorizations, subject to the exclusion of pre-emption rights, and that carry the ability or obligation to subscribe to the Company's shares must also be deducted.

Subject to the approval of the Supervisory Board, the general partner decides on the content of the share rights, the issue price, the consideration to be paid for the new shares, and the other conditions of share issue.

After a full or partial increase in the share capital from approved capital or after expiry of the authorization period, the Supervisory Board is authorized to make amendments to the articles of association that only affect the wording.

2015 conditional capital

The share capital is subject to a conditional increase of a maximum of EUR 1,217,901.00 by issuing a maximum of 1,217,901 no-par-value bearer shares (2015 conditional capital). This conditional capital increase, however, may not exceed the remaining amount and the remaining number of shares under the conditional capital increase pursuant to article 6b (1) of the articles of association of Ströer SE on the date on which the change in the legal form of Ströer SE to a partnership limited by shares pursuant to the conversion resolution dated September 25, 2015 took effect. The sole purpose of the conditional capital increase is for the Board of Management to grant, as authorized by resolution of the shareholder meeting dated September 25, 2015, rights to holders of stock options under the 2015 Stock Option Plan. The conditional capital increase will only be implemented to the extent that the holders of stock options granted under the authorization of the shareholder meeting on September 25, 2015 exercise these stock options and that the Company does not settle the stock options in cash. The new shares are eligible for dividend from the beginning of the financial year for which no resolution on the