HOMETOGO SE

Annual Report (ESEF) • May 19, 2023

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Luxembourg: B249273 1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS HomeToGo SE, Luxembourg — CONSOLIDATED FINANCIAL STATEMENTS Table of Content Page Combined Management Report 4 1. Background to the Group 4 1.1. General 4 1.3. Group Structure 4 1.4. Management System 5 1.5. Research & Development 8 2. Report on Economic Position 9 2.1. Macroeconomic and Sector-specific Environment 9 2.2. Business Development 10 2.3. Results of Operations, Financial Position and Net Assets 12 2.4. Employees 18 3. Statutory Results of Operations and Financial Position of the Company 18 4. Risk and Opportunity Report 20 4.1. Risk and Opportunity Management System 20 4.2. Illustration of Risks 21 4.3. Illustration of Opportunities 26 5. Significant Events after the Reporting Period 26 6. Outlook 26 Consolidated Financial Statements 28 Consolidated Statements of Profit or Loss and Other Comprehensive Income 29 Consolidated Statements of Financial Position 30 Consolidated Statements of Changes in Equity 31 Consolidated Statements of Cash Flows 32 Notes to the Consolidated Financial Statements 33 1 - Corporate information 33 2 - Basis of preparation 33 3 - Scope of consolidation 34 4 - Summary of significant accounting policies 35 5 - New and revised standards 45 6 - Business Combinations and other acquisitions 46 7 - Critical accounting judgments, key estimates and assumptions 50 8 - Segment and geographic information 51 9 - Revenues 53 10 - Cost of Revenues 53 11 - Product development and operations 54 12 - Marketing and sales 54 13 - General and administrative 55 14 - Other income and expenses 55 15 - Financial result, net 56 16 - Income taxes 56 17 - Earnings (loss) per share 57 2 18 - Personnel expenses 58 19 - Intangible assets and goodwill 59 20 - Property, plant and equipment 62 21 - Trade and other receivables (current and non-current) 63 22 - Other financial assets (current and non-current) 63 23 - Other assets (current and non-current) 64 24 - Shareholder’s equity 65 25 - Borrowings 66 26 - Provisions (current and non-current) 67 27 - Other financial liabilities (current and non-current) 67 28 - Other liabilities (current and non-current) 69 29 - Deferred taxes 70 30 - Share-based payments 72 31 - Related party transactions 74 32 - Auditor's fees 76 33 - Financial instruments 76 34 - Financial risk management 81 35 - Change in accounting policy - Classification of warrants 84 36 - Subsequent events after the reporting period 86 3 HomeToGo SE Combined Management Report for Financial Year 2022 1. Background to the Group 1.1. General HomeToGo SE, Luxembourg is a public European company (Société Européenne) that is listed on the Frankfurt Stock Exchange, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under number B249273. This Management Report comprises both the Group Management Report and the Management Report of HomeToGo SE. Herein, we report on the business performance as well as the situation and expected development of HomeToGo Group (hereafter also referred to as "HomeToGo" or "Group") and HomeToGo SE (hereafter also referred to as "Company"). 1.2. Business Model The HomeToGo Group operates an international marketplace for vacation rentals, which connects millions of users in their search for a place to stay with thousands of inventory suppliers across the globe, resulting in the world’s most comprehensive inventory coverage in the alternative accommodation space. At the time of the report, the portfolio of HomeToGo comprises more than 15 million (2021: 15 million) aggregated accommodation offers provided by more than 60,000 (2021: 31,000) online travel agencies, tour operators, property managers and other inventory suppliers (“Partners”) worldwide. HomeToGo operates its business through local websites and apps in 25 countries. Besides the main brand HomeToGo the international market appearance is carried out through further various brands like Agriturismo, AMIVAC, Atraveo, Casamundo, CaseVacanza, e-domizil, EscapadaRural, Tripping, Wimdu, as well as software brands SECRA and Smoobu. The HomeToGo marketplace integrates a vast inventory in one platform and enables users to book accommodations from diverse partners, either on the Partners’ external websites or directly on the HomeToGo platform. Furthermore, the Group offers software-as-a-service ("SaaS") products for semi-professional agencies and homeowners, which enables them to centrally control their listings and coordinate their actions across multiple platforms. We also effectively improve the quality and synchronization of the existing inventory for our Partners, in particular online travel agencies ("OTAs") and property managers, and grant them access to technology services and qualified demand that otherwise would not be easily available to them. As an internet marketplace, HomeToGo sees itself as an entry opportunity in the search for a vacation rental. With our Onsite solution, there is an option to directly book with the connected Partners via HomeToGo. The use of the platform is thereby free of charge for users. Instead, HomeToGo receives a commission from the connected booking partner for every successful referral of a booking or for the generation of a query, respectively. 1.3. Group Structure HomeToGo Group is managed by its ultimate parent company HomeToGo SE and is operated under one segment. The Group comprises the parent entity, HomeToGo SE, domiciled in Luxembourg and serving as holding entity, and its main operating subsidiaries in Germany, Italy, Spain, Switzerland, Lithuania and the US. As of December 31, 2022, HomeToGo SE had direct or indirect shareholdings in 15 companies, which belong to the Group and from which all are fully consolidated. 4 Continuing the M&A-strategy during financial year 2022 the scope of consolidation was further increased by the acquisitions of the operational entities AMIVAC SAS ("AMIVAC"), e-domizil subgroup ("e-domizil") that consists of e-domizil GmbH, Atraveo GmbH and e-domizil AG, as well as SECRA Bookings GmbH and SECRA GmbH (together "SECRA"). All of them were acquired to further strengthen the Group's position especially in the Subscriptions & Services sector of the alternative accommodation industry, but also increasing its inventory reach. Effective January 1, 2022, LS I Advisors Verwaltungs-GmbH, Munich, Germany, HS Holiday Search GmbH, Berlin, Germany, Mertus 288. GmbH, Berlin, Germany, and Mapify UG (haftungsbeschränkt) ("with limited liability"), Kassel, Germany were merged onto HomeToGo GmbH, all four entities ceased to exist. Furthermore, effective March 29, 2022 LS I Advisors GmbH & Co. KG, Munich, Germany was merged onto HomeToGo SE and also ceased to exist. Subsidiaries and Investments Function Location Share in capital 2022 Share in capital 2021 HomeToGo GmbH operational Berlin, Germany 100% 100% Casamundo GmbH operational Berlin, Germany 100% 100% Smoobu GmbH operational Berlin, Germany 100% 100% Atraveo GmbH operational Düsseldorf, Germany 100% n/a e-domizil GmbH operational Frankfurt, Germany 100% n/a SECRA GmbH operational Sierksdorf, Germany 100% 19% SECRA Bookings GmbH operational Sierksdorf, Germany 100% 19% e-domizil AG operational Zurich, Switzerland 100% n/a Feries S.r.l. operational Milan, Italy 100% 100% Escapada Rural S.L. operational Barcelona, Spain 100% 100% AMIVAC SAS operational Paris, France 100% 100% Adrialin d.o.o. operational Rijeka, Croatia 100% 100% UAB HomeToGo Technologies engineering Kaunas, Lithuania 100% 100% UAB HomeToGo Technologies Vilnius engineering Vilnius, Lithuania 100% 100% HOMETOGO INTERNATIONAL, INC. sales Wilmington, Delaware, USA 100% 100% 1.4. Management System The governing bodies of the Group are the Management Board, the Supervisory Board and the Shareholders’ Meeting of HomeToGo SE. Detailed information on the composition of Management and Supervisory Board can be found on the Investor Relations website of the Company https://ir.hometogo.de/websites/hometogo/ English/5000/corporate-governance.html. The Management Board monitors and controls the Group’s development through a comprehensive reporting system. The Management Board reporting informs in detail on current developments in the operating business in the form of absolute and relative key figures. The Supervisory Board receives a monthly report including an income statement which provides a comprehensive picture of HomeToGo Group’s economic position. Significant items and their changes are explained and discussed in detail in regular meetings between the Management Board and the Supervisory Board. HomeToGo's core financial key performance indicators (KPIs) for the management of the Group are Booking Revenues, Onsite Booking Revenues, IFRS Revenues and Adjusted EBITDA. Besides IFRS Revenues, the Management Board uses the non-GAAP KPIs Booking Revenues, Onsite Booking Revenues and Adjusted EBITDA as Management believes that they enhance investors' ability to evaluate and assess the underlying financial performance of the Group's continuing operations and the related key strategic business drivers. They are additional core metrics used by the Management Board internally to support operating decisions, including those related to evaluating performance, analyzing operating expenses, performing strategic planning and 5 annual budgeting. These additional core metrics should not be considered as a substitute for measures of financial performance, financial position or cash flows reported in accordance with IFRS. Booking Revenues is used in addition to IFRS Revenues as it allows to measure performance as soon as bookings and clicks are made by the traveler. Revenues from Subscription & Services are considered equally for Booking Revenues as under IFRS to complement the view. Thus, Booking Revenues provide the best view to forecast the development of our IFRS Revenues and at the same time better match to the corresponding marketing expenses. Onsite Booking Revenues are a subset of Booking Revenues and one of our strategic focus areas for the generation of growth with higher profitability. Onsite Share measures the penetration of our Partner base with our Onsite Product. Adjusted EBITDA is used as an additional metric to Net Income to assess the Group's performance as it presents the sustainable operational performance of the business. Adjusted EBITDA is close to cash flows generated and thus provides a useful measure for period-to-period comparisons. 6 Definitions for all of our four core metrics are outlined in the following table: Booking Revenues Booking Revenues is a non-GAAP operating metric to measure performance that is defined as the net Euro value of bookings before cancellations generated by transactions on the HomeToGo platforms in a reporting period (CPA, CPC, CPL and Subscriptions & Services). Booking Revenues do not correspond to, and should not be considered as alternative or substitute for IFRS Revenues recognized in accordance with IFRS. Contrary to IFRS Revenues, Booking Revenues are recorded at the point in time when the booking is made. Revenues from Subscription & Services are considered equally for Booking Revenues as under IFRS to complement the view. Please find the reconciliation to IFRS Revenues as the closest GAAP measure under 2.2 Business Development. Onsite Booking Revenues and Onsite Share Onsite Booking Revenues are a subset of Booking Revenues. Onsite Bookings occur when the complete user journey is conducted on HomeToGo domains. Onsite Share is defined as ratio of Onsite CPA Booking Revenues to Booking Revenues excluding Booking Revenues from Subscriptions & Services that measures the penetration of our Partner base with our Onsite Product. Onsite Bookings allow the Group to realize a higher Take Rate and to establish a closer relationship with the user, which leads to lower marketing expenses over time. Both effects result in a higher profitability of the Group. Please find the reconciliation to IFRS Revenues as the closest GAAP measure under 2.2 Business Development. IFRS Revenues Revenues according to IFRS accounting policies. CPA IFRS Revenues are recognized on check-in date. CPC and CPL Revenues are recognized on booking or click date. IFRS Revenues from Subscriptions & Services are recognized over time or when services are provided. HomeToGo generates revenue through the following main revenue types: •Cost per Action (“CPA”): CPA is the largest revenue stream, whereby HomeToGo receives a percentage-based commission for successful onsite- or offsite booking referrals, which facilitate a stay. Depending on the contractual terms with the respective partner, the revenue for HomeToGo is either calculated as percentage of the commission or as percentage of the booking value (sometimes called revenue share). •Cost per Click (“CPC”) HomeToGo receives a fixed commission based on every successful referral click. •Cost per Lead (“CPL”): HomeToGo receives a fixed commission based on every successful referral inquiry (lead). •Subscriptions & Services are related to subscription-based revenue from Partners who can use the platform for listing of their rental objects over a determined period. Adjusted EBITDA Net income (loss) before (i) income taxes; (ii) finance income, finance expenses; (iii) depreciation and amortization; adjusted for (iv) expenses for share-based compensation and (v) one-off items. One-off items relate to one-time and therefore non-recurring expenses and income outside the normal course of operational business. Among others those would include for example income and expenses for business combinations and other merger & acquisitions (M&A) activities, litigation, restructuring, government grants and other items that are not recurring on a regular basis and thus impede comparison of the underlying operational performance between financial periods. Please find the reconciliation from Profit/Loss from operations to Adjusted EBITDA under 2.3 Results of Operations. * unaudited In addition to the above, HomeToGo uses a range of further KPIs - both financial and non-financial - to support its business. These further KPIs are a function of our core financial KPI Booking Revenues. Thus, the Management Board uses these historical KPIs to further assess operating performance and as a basis for strategic planning. The Management Board believes that such KPIs will also be used by investors and analysts in addition to our four core financial metrics described above to assess the performance of HomeToGo. 7 Overview of our further financial KPIs (non-GAAP): Gross Booking Value (GBV) GBV is the gross EUR value of bookings on our platform in a reporting period (including all components of the booking amount except for VAT). GBV is recorded at the time of booking and is not adjusted for cancellations or any other alterations after booking. For CPA transactions, GBV includes the booking volume as reported by the Partner. For CPC, GBV is estimated by multiplying the total click value with the expected conversion rate. The total click value is the duration of the search multiplied with the price per night of the clicked offer. This total click value is multiplied with the average conversion rate of that micro conversion source for CPA Partners in the respective month. Please find the reconciliation to IFRS Revenues under 2.2 Business Development. CPA Take Rate CPA Take Rate is the margin realized on the gross booking amount and defined as CPA Booking Revenues divided by GBV from CPA Booking Revenues (excl. Revenues from Hotels and Subscriptions & Services). Please find the reconciliation to IFRS Revenues under 2.2 Business Development. Cancellation Rate Cancellation Rate reflects the share of Booking Revenues that are cancelled subsequently, however, before being recognized as IFRS Revenues. This metric is not actively used for steering of the Group, but it is monitored continuously and used for forecasting and budget planning. Please find the reconciliation to IFRS Revenues under 2.2 Business Development. * unaudited Our non-financial KPIs are defined as follows: Bookings Bookings represent the number of bookings generated by users of the HomeToGo platforms. Please find the reconciliation to IFRS Revenues under 2.2 Business Development. CPA Basket Size CPA Basket Size is defined as CPA Gross Booking Value per booking, before cancellations. Please find the reconciliation to IFRS Revenues under 2.2 Business Development. * unaudited 1.5. Research & Development As a technology company, HomeToGo undertakes development in view of optimizing the search intelligence, software solutions provided to its Partners and users of SaaS products and develops self-used IT modules. The technical platform, on the basis of which the Group’s websites and apps are operated, is an important differentiating factor compared to competitors, being continuously further developed in line with the requirements of the market and the expectations of the users. In-house and external experts engage with the continuous development of the platform. Our R&D work aims at achieving innovations that support a more convenient booking experience for our customers. Furthermore, we aim at ensuring our market leadership as the marketplace with the world's largest selection of alternative accommodation. In this regard, the Lithuanian subsidiaries, UAB HomeToGo Technologies and UAB HomeToGo Technologies Vilnius, play a major role in performing most of the development services for the HomeToGo Group. Over the past year, HomeToGo continued to enhance its platform mainly by offering further products and services as well as by adding features improving the booking experience to generate additional Revenues or increasing cost efficiency. HomeToGo also consolidated technologies within the Group following acquisitions, enabling more of the brands within the Group to take advantage of the existing and continuously enhanced platform technology while strategically extending HomeToGo's distribution network. The Group’s direct R&D expenses in 2022 amounted to EUR 13.1 million (2021: EUR 8.2 million), resulting in R&D expenses in relation to HomeToGo’s IFRS Revenues 9% (2021: 9%). The capitalization ratio amounts to 29% (2021: 19%) and amortization allocatable to capitalized development expenses amounted to EUR 1.1 million (2021: EUR 0.5 million). The increase in capitalization ratio is due a higher focus on development projects for new products and projects leading to substantial enhancements as well as an improved effort capturing of the value creation in our product development process. HomeToGo SE as an individual entity and pure financial holding does not conduct any operations related to research and development. 8 2. Report on Economic Position 2.1. Macroeconomic and Sector-specific Environment At the time of the publication of our Combined Management Report, the economic environment was impacted by the aftermath of the ongoing war in Ukraine and persistent supply chain frictions, particularly in China, with significant effects on energy prices and a tightening monetary policy as a reaction to the highest inflation rates since the 1970s. This has led to consumer sentiment indicators to decline with the Consumer Confidence Indicator (CCI)1 of the European Commission and the Conference Board Consumer Confidence Index2 being at low levels. Furthermore, it is projected by the International Monetary Fund3 that the growth of the global economy will experience a slow down to 2.7% in 2023 compared to 3.2% in 2022. UBS Investment Bank is expecting 13 out of 32 economies to contract for at least two quarters by the end of 2023. Fading Covid-19 reopening tailwinds, uncertainty in Europe over energy rationing, labor supply shortages, monetary tightening and negative real wage growth are all pulling down on growth. In the other direction, inflation is not expected to move to a structurally higher level after the pandemic and therefore central banks are expected to ease interest rates from current levels in 2023. Labor markets in the Eurozone have been unimpaired from the macroeconomic distress in 2022. In a more cautious view the OECD is expecting inflation rates to remain high with 6.6% year- on-year in 2023, due to rising energy prices, it is expected that tighter monetary policy and decelerating growth will help to eventually moderate inflation. According to UBS Research, 2021 Eurozone surveys were suggesting that households were delaying spending, waiting for Covid-19 mobility restrictions to be removed.4 Despite adverse macroeconomic effects in the financial year 2022, the travel industry has shown a strong recovery from the Covid-19 pandemic and reached pre-pandemic levels in Germany in the third quarter of 2022.5 The travel sector is thereby benefiting from pent- up demand after two years of subdued travel due to Covid-19-related travel restrictions.6 According to proprietary survey data of UBS Investment Bank, travel demand in terms of bookings for alternative accommodation reached a new all-time high in June 2022, exceeding the prior high from June 2021.7 According to data from OAG, weekly seat capacity on commercial passenger airlines averaged 90.7 million so far this year, up from 61 million during the same period in 2020 but still some way below the 2019 level of 110.9 million. The gap is gradually closing and global capacity on airlines exceeded 100 million for the first time since the pandemic hit during the summer 2022 travel season.8 9 1 Consumer Confidence Indicator (CCI), European Commission, released as of November 22, 2022, retrieved at https://economy- finance.ec.europa.eu/system/files/2022-11/Flash_consumer_2022_11_en.pdf 2 Press release on the US Consumer Confidence by the Conference Board, retrieved at https://www.conference-board.org/topics/ consumer-confidence 3 World Economic Outlook, International Monetary Fund, as of October 2022, retrieved at https://www.imf.org/en/Publications/WEO/ Issues/2022/10/11/world-economic-outlook-october-2022 4 Global Economics & Markets Outlook, UBS AG, November 2022 5 https://www.destatis.de/DE/Presse/Pressemitteilungen/2022/12/PD22_523_45412.html 6 https://www.euromonitor.com/article/unprecedented-pent-up-demand-drives-travel-recovery 7 Global Economics & Markets Outlook 2023-2024, UBS AG, November 2022 8 https://www.oag.com/coronavirus-airline-schedules-data 2.2. Business Development HomeToGo KPI Cockpit 2022 2021 2022 vs. 2021 Booking Revenues (EUR thousands) 163,711 123,555 32% CPA Onsite 76,730 50,168 53% CPA Offsite 33,965 44,350 (23)% CPC + CPL 30,582 20,249 51% Subscriptions & Services 22,433 8,788 155% Onsite Share 54% 44% +11pp IFRS Revenues (EUR thousands) 146,839 94,839 55% CPA Onsite 66,877 31,523 112% CPA Offsite 25,716 34,127 (25)% CPC + CPL 30,587 20,401 50% Subscriptions & Services 23,660 8,788 169% Adjusted EBITDA (20,661) (21,070) 2% Adjusted EBITDA margin (14.1)% (22.2)% +8 pp Net Income (53,499) (177,025) 70% Gross Booking Value (EUR thousands) 1,644,265 1,437,515 14% GBV from CPA 1,149,011 1,134,000 1% Bookings (#) 1,026,097 929,419 10% CPA Onsite 745,293 492,281 51% CPA Offsite 280,804 437,138 (36)% CPA Basket Size (EUR) 1,120 1,252 (11)% CPA Take Rate 9.6% 8.3% + 1.3pp Cancellation Rate 14% 20% + 6pp Cancellations (EUR thousands) (22,286) (24,797) 10% Cash & cash equivalents + other highly liquid short-term financial assets (EUR thousands) 161,557 252,910 (36)% Equity (EUR thousands) 263,697 290,451 (9)% Equity ratio 77% 80% + (3)pp Employees (end of period) 650 417 56% * unaudited HomeToGo's business proved to be resilient in view of a contracting global economic environment during the year 2022. The Group could further increase its visibility with website visits increasing slightly to 376 million from approx. 375 million during the previous year while the revenue conversion improved significantly. While 2021 was still affected by temporary travel restrictions, 2022 returned to a typical booking trend with a strong performance in terms of Booking Revenues. Although having strong Booking Revenues in the first part of the year, the last-minute booking trend for summer remained strong, particularly supported by Southern European countries like Italy and Spain. From the second quarter onwards, the Group saw increases in both, 10 Booking Revenues and IFRS Revenues, due to our most recent acquisitions of e-domizil and SECRA. Both acquisitions are following our strategy for Onsite Booking Revenues and Booking Revenues from Subscription & Services. The US market was impacted by high inflation rates, leading to higher overnight rates which based on given Take Rates translates directly into higher Booking Revenues. On the back of more secure travel planning HomeToGo registered also a trend for early bookings already in 2022 with travel periods in 2023. As a result, we realized a strong growth in Booking Revenues during the fourth quarter of 2022, while the corresponding IFRS Revenues will only lead to revenue recognition in 2023. Booking Revenues increased significantly by to EUR 163.7 million in 2022 with an overall growing share of bookings made directly on our platforms that resulted in a higher Onsite Share of 54% compared to 44% in the previous year and enabling the Group to realize a higher CPA Take Rate with an increase of +1.3ppt compared to the prior year. IFRS Revenues developed favorably and increased even more significant by 55% to EUR 146.8 million in 2022, driven by the acquisitions during 2022, the Group's expansion of business activities and a further increase in travel activity with more check-ins in the first half of the year from travel events like Easter and Pentecost compared to the prior period. The following table presents the reconciliation from GBV over CPA Take Rate to IFRS Revenues: Reconciliation Gross Booking Value (GBV) to IFRS Revenues in EUR thousands, except for Take Rate CPA that is presented in percent 2022 2021 Gross Booking Value (GBV) 1,644,265 1,437,515 t/o GBV from CPA 1,149,011 1,134,000 x CPA Take Rate 9.6% 8.3% Booking Revenues from CPA 110,695 94,518 + Booking Revenues from CPC, CPL and Subscriptions & Services 53,015 29,037 Booking Revenues 163,711 123,555 Cancellations (22,286) (24,797) Bookings with check-in in different reporting period 5,414 (3,919) IFRS Revenues 146,839 94,839 * unaudited On the supply side, the Group managed to increase the number of Partners to approx 60,000 (2021: 31,000). The Group continues to leverage its technical expertise for its Partners by building new solutions around its marketplace model to help Partners thrive across the entire vacation rental ecosystem. 11 2.3. Results of Operations, Financial Position and Net Assets The statements made on the net assets, financial position and results of operations of the HomeToGo Group are based on the values and comparative figures of the consolidated financial statements for the financial year 2022, which have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU. More detailed explanations on the accounting and valuation methods applied can be found in the notes to the consolidated financial statements 2022. a) Results of operations Compared to the previous fiscal year, the Group's operating result has developed as shown in the following table: Shortened Statements of Profit or Loss (in EUR thousands) 2022 2021 2022 vs. 2021 IFRS Revenues 146,839 94,839 55% Cost of Revenues (12,202) (4,327) 182% Gross profit 134,637 90,512 49% Product development and operations (28,678) (23,840) 20% Marketing and sales (126,284) (95,390) 32% General and administrative (47,851) (112,751) (58)% thereof: Non-cash listing service expense (de-SPAC Charge) — 70,437 n/a Other expenses (1,160) (631) 84% Other income 3,671 11,646 (68)% Loss from operations (65,666) (130,455) 50% The following sections outline the development of individual income and expense items: Breakdown of IFRS Revenues by activity areas (in EUR thousands) 2022 2021 2022 vs. 2021 CPA 92,593 65,650 41% thereof: CPA Onsite 66,877 31,523 112% CPA Offsite 25,716 34,127 (25)% CPC and CPL 30,587 20,401 50% Subscriptions & Services 23,660 8,788 169% Total 146,839 94,839 55% In the financial year 2022, the Group’s total IFRS Revenues increased significantly by more than EUR 52.0 million to EUR 146.8 million. The major portion of the IFRS Revenues was generated from CPA (“Cost per Action”), CPC (“Cost per Click”) and CPL (“Cost per Lead”) transactions. The increase in IFRS Revenues in 2022 was strongly driven by our recent acquisitions of e-domizil, SECRA and AMIVAC. Please refer to section 6 - Business Combinations and other acquisitions of the Notes to the Consolidated Financial Statements for further information. Furthermore, IFRS Revenues increased due to a continued recovery of travel activity in the alternative accommodation sector in 2022 and due to expansion of the Group's business activities. As a result of further strategic investments and the acquisition of e-domizil, the CPA Onsite IFRS Revenues more than doubled by 112% to EUR 66.9 million. The growth in IFRS Revenues within Subscriptions & Services is mainly explained by the acquisition of SECRA as of May 31, 2022 and AMIVAC as of January 1, 2022. 12 Breakdown of expenses by functional areas (in EUR thousands) 2022 2021 2022 vs. 2021 Cost of Revenues 12,202 4,336 181% Product development and operations 28,678 23,726 21% Marketing and sales 126,284 95,495 32% General and administrative 47,851 112,751 (58)% Other expenses 1,160 626 85% Total 216,175 236,934 (9)% A significant portion of the Group's 2022 expenses is explained by expenses for performance marketing within our Marketing and sales function and share-based compensation expenses. The reconciliation to Adjusted EBITDA below provides a general overview of the impact of share-based compensation on the different cost functions. Cost of Revenues increased by EUR 7.9 million or 182% from EUR 4.3 million in 2021 to EUR 12.2 million in 2022 due to higher expenses for hosting resulting from increased bookings and traffic on our websites. Besides, amortization of EUR 4.8 million of the order backlog recognized as part of the acquisition of e-domizil in April 2022 was leading to the disproportionate increase in Cost of Revenues. The adjusted gross profit margin9 increased by 0.1 percentage points from 96.4% in 2021 to 96.4% in 2022. The increase in expenses for product development and operations by 20% to EUR 28.7 million in 2022 (2021: EUR 23.7 million) mainly results from higher personnel-related expenses (2022: EUR 15.9 million, 2021: EUR 9.4 million) due to the increase in the scope of consolidation. The respective cost ratio9 to Revenues marginally improved by 0.3 percentage points due to economies of scale. Marketing and sales expenses increased by 32% from EUR 95.4 million in 2021 to EUR 126.3 million in 2022. The majority of the increase was driven by EUR 27.2 million or 34% higher expenses for performance marketing capturing a further resurgence of demand in the travel sector following the further lifting of travel restrictions in 2022 compared to previous year. The Marketing and sales cost ratio9 of 81.3% improved by 10.6 percentage points during 2022 compared to the prior year period from 91.9% whereas the improvement goes back to increased efficiency within our performance marketing activities that was leveraged to build up a strong Booking Revenues Backlog10 of EUR 32.5 million as of December 31, 2022 with a significant increase by 71.8% compared to the prior year. According to IFRS those CPA Revenues from bookings in the backlog will be realized based on their check-in date in 2023 without requiring any additional marketing expenses and thus, represent an important building block in our goal to reach Adjusted EBITDA break-even in 2023. General and administrative expenses decreased by 58% (2022: EUR 47.9 million, 2021: EUR 112.8 million) mainly due to significantly lower expenses for share-based compensation (2022: EUR 19.0 million, 2021: EUR 17.6 million) recognized within General and administrative. The higher expenses for share-based compensation in the prior period included a one-time non-cash expense in the amount of EUR 70.4 million that HomeToGo incurred in connection with the successful consummation of the business combination with Lakestar SPAC I SE. The expense represented the excess of the fair value of shares deemed issued as part of the business combination over the fair value of identifiable net assets assumed from Lakestar SPAC I SE that economically constitutes the listing service provided by Lakestar SPAC I SE. In addition, expenses for consulting services went significantly down due to higher expenses in the prior period for the preparation of the de-SPAC transaction (2022: EUR 7.3 million, 2021: EUR 13.1 million). As an opposing effect the Group incurred higher costs as a public company during 2022 as reflected especially by increased expenses for third party services (2022: EUR 3.1 million, 2021: EUR 1.8 million). Furthermore, personnel-related expenses in General and administrative increased to EUR 12.9 million (2021: EUR 6.8 million), with the number of staff as well as the scope of consolidation due to acquisitions of subsidiaries having significantly increased. The respective cost ratio11 in proportion to IFRS Revenues increased from 12.9% in 2021 by 2.1 percentage points to 15.0% in 2022 mainly due to the higher costs as a public company incurred in 2022 compared to the prior year. 13 9 Adjusted for expenses for share-based compensation, depreciation, amortization and one-off items 10 Booking Revenues before cancellation 11 Adjusted for expenses for share-based compensation, depreciation, amortization and one-off items Other income includes income from the translation of foreign currencies mainly related to the appreciation of the USD compared to EUR. Overall, other income is below the prior year level due to government grant related to income in 2021 of EUR 9.3 million in connection with Covid-19 aids by the German state. In 2022, the Group incurred a consolidated net loss in the amount of EUR 53.5 million compared to the 2021 net loss of EUR 177.0 million. The improvement of EUR 123.5 million compared to the previous period is mainly explained by an improved marketing efficiency, by the listing service expense of EUR 70.4 million described above that was recognized in General and administrative in 2021 and lower consulting expenses due to the de- SPAC transaction in the prior year. In order to assess the operating performance of the business, HomeToGo's management uses Adjusted EBITDA as an additional metric to Net Income as it presents the sustainable operational performance of the business. HomeToGo recorded an Adjusted EBITDA of EUR (20.7) million in 2022 compared to EUR (21.1) million in 2021. While the absolute improvement is relatively small, the Adjusted EBITDA margin improved significantly from (22.2)% in 2021 to (14.1)% in 2022 due to an improved marketing marketing cost efficiency as well as the successful acquisitions, in particular e-domizil. Overall, the development of the Group’s result of operations are assessed favorably given the current global economic contraction. The reconciliation of the Group's Adjusted EBITDA is shown in the following table: 14 Reconciliation to Adjusted EBITDA in EUR thousands 2022 2021 Loss from operations (65,666) (130,455) Depreciation and amortization 12,974 4,690 thereof recognized in Cost of Revenues 6,975 866 thereof recognized in Product development and operations 526 785 thereof recognized in General and administrative 571 480 thereof recognized in Marketing and sales 4,902 2,559 EBITDA (52,692) (125,764) Share-based compensation expenses 25,652 101,997 thereof: Listing service expense (Sponsor as well as public shares and warrants from de-SPAC) — 70,437 Share-based Compensation Programs 25,652 31,560 thereof recognized in: Product development and operations 4,951 8,260 Marketing and sales 1,671 5,700 General and administrative 19,030 17,601 One-off items 6,379 2,698 thereof one-off items recognized in general and administrative 6,212 11,954 Business combination (de-SPAC) — 12,801 Mergers and acquisitions 1,348 533 Capitalized transaction costs under IFRS — (1,818) Litigation 1,366 — Reorganization & restructuring 753 — Arrangements for contingent payments with service condition 903 — Inflation premium paid to employees 279 — Other 1,563 438 thereof one-off items recognized in product development and operations 687 — Infrastructure 246 — Inflation premium paid to employees 441 — thereof one-off items recognized in marketing and sales 329 — Inflation premium paid to employees 329 — thereof one-off items recognized in other income (849) (9,256) Income from release of provisions (700) — Income from government grants (149) (9,256) Adjusted EBITDA (20,661) (21,070) Adjusted EBITDA margin (14.1)% (22.2)% * unaudited Other one-off items in 2022 includes a donation of EUR 0.5 million to OneUkraine gGmbH, a German non-profit organisation, for the provision of sustainable humanitarian relief for the Ukrainian people at home and abroad. Furthermore, this bucket includes EUR 0.5 million for a group-wide company event and EUR 0.3 million other non-periodic expenses. 15 b) Financial position The following table provides an overview of the Group’s financial development: (in EUR thousands) 2022 2021 Cash and cash equivalents at the beginning of the year 152,944 152,944,000 36,237 Cash flow from operating activities (36,349) (83,256) Cash flow from investing activities (621) (118,343) Cash flow from financing activities (5,253) 317,093 Foreign currency effects 1,329 1,213 Cash and cash equivalents at the end of the year(1) 112,050 152,944 (1) Includes restricted cash and cash equivalents of EUR 2.3 million as of December 31, 2022 (2021: nil). As of December 31, 2022, the Group has cash and cash equivalents in the amount of EUR 112.0 million (2021: EUR 152.9 million). The financial development of the Group was primarily driven by payments for the acquisition of subsidiaries. The decrease in cash outflow from operating activities compared to the previous year is mainly due to decreased payments amounting to 1.9 million in 2022 compared to EUR 42.1 million for the cash settlement to beneficiaries of the Virtual Stock Option Program ("VSOP") that was higher due to the high amount of exercisable options during the de-SPAC transation. The development of cash outflow from investing activities from EUR 118.3 million in 2021 to EUR 0.6 million in 2022 mainly goes back to payments for the acquisition of subsidiaries, net of cash acquired in the amount of EUR 46.2 million (2021: EUR 16.4 million) and payments for internally generated intangible assets in the amount of EUR 3.8 million (2021: EUR 1.5 million). Those cash outflows are offset by proceeds in the amount of EUR 50.0 million in 2022 from the sale of a portion of the Group's investment in a short-term money market fund for which the payment in 2021 in the amount of EUR 100.0 million explained the main part of the prior year cash outflow from investing activities of EUR 118.3 million. The 2022 cash outflow from financing activities consists of repayments of borrowings in the amount of EUR 4.4 million (EUR 2.8 million) and payments for the principal portion of lease liabilities in the amount of EUR 0.9 million (2021: EUR 1.0 million). The following table provides an overview of the outstanding loans within the Group as of December 31, 2022: Debtor Loan Amount (in EUR thousands) Payout date Maturity Nominal interest rate Carrying amount (in EUR thousands) HomeToGo GmbH 6,000 February 2020 December 2023 4.35% 1,500 HomeToGo GmbH 10,000 February 2021 September 2025 2.12% 6,333 Feries S.r.l. 400 August 2020 August 2025 1.50% 278 Escapada Rural S.L. 500 May 2020 June 2023 2.50% 85 Escapada Rural S.L. 300 May 2020 June 2025 1.55% 177 Adrialin d.o.o 100 February 2022 September 2027 0.25% 100 Total 17,300 n/a n/a n/a 8,473 The following table provides an overview on the outstanding loans within the Group for the comparative period as of December 31, 2021: 16 Debtor Loan Amount (in EUR thousands) Payout date Maturity Nominal interest rate Carrying amount (in EUR thousands) HomeToGo GmbH 6,000 February 2020 December 2023 4.35% 3,000 HomeToGo GmbH 10,000 February 2021 September 2025 2.12% 8,414 Feries S.r.l. 400 August 2020 August 2025 1.50% 376 Escapada Rural S.L. 500 May 2020 June 2023 2.50% 337 Escapada Rural S.L. 300 May 2020 June 2025 1.55% 252 Total 17,200 n/a n/a n/a 12,378 HomeToGo Group’s financial position can be stated as positive. The Group has been able to meet its payment obligations at any time. Liquidity shortages have neither occurred nor are such shortages foreseeable for the future. c) Net Assets (in EUR thousands) Dec. 31, 2022 Dec. 31, 2021 2022 vs. 2021 Non-current assets 159,169 46% 85,962 24% +73,207 85% Current assets 185,448 54% 279,321 76% (93,873) (34)% Total assets 344,618 100% 365,284 100% (20,666) (6)% Equity 263,697 77% 290,451 80% (26,754) (9)% Non-current liabilities 30,014 9% 38,736 11% (8,722) (23)% Current liabilities 50,907 15% 36,097 10% +14,810 41% Total equity and liabilities 344,618 100% 365,284 100% (20,666) (6)% As of the balance sheet date, the balance sheet total of the Group amounts to EUR 344.6 million (2021: EUR 365.3 million), with EUR 159.2 million (2021: EUR 86.0 million) accounting for non-current assets and EUR 185.4 million (2021: EUR 279.3 million) accounting for current assets. The main non-current assets are composed of intangible assets in the amount of EUR 138.4 million (2021: EUR 61.4 million) and property, plant and equipment in the amount of EUR 15.0 million (2021: EUR 15.2 million). The increase in intangible assets mainly results from the acquisitions of AMIVAC, e-domizil and SECRA, resulting in the recognition of additional goodwill in the amount of EUR 43.4 million and trademarks, order backlog, customer relationships and software in the amount of EUR 41.2 million. Property, plant and equipment increased due to the consolidation of right-of-use assets of acquired subsidiaries. Current assets mainly relate to trade receivables including other receivables (2022: EUR 14.5 million, 2021: EUR 19.0 million), cash and cash equivalents (2022: EUR 112.0 million, 2021: EUR 152.9 million) and an investment in a money market fund (2022: EUR 49.5 million, 2021: EUR 100.0 million). The increase in trade receivables is in line with the increased IFRS Revenues whereas current other receivables decreased from EUR 9.2 million as of December 31, 2021 to EUR 0.9 million as of December 31, 2022 due to the payment of a Covid-19 related government grant from the German state in 2022. Furthermore, current other financial assets have decreased to EUR 51.8 million as of December 31, 2022 from EUR 102.0 million as of the prior year, reflecting the sale of a portion of our investment in money market funds amounting to EUR 50.0 million. As of December 31, 2022, the Group’s equity amounts to EUR 263.7 million (2021: EUR 290.5 million). Accordingly, the equity ratio amounts to 77% (2021: 80%) and is above the target equity ratio of 50% that is required by covenants. The decrease in the equity ratio compared to the prior year mainly results from the recognition of a total comprehensive loss in 2022. Non-current liabilities decreased to EUR 30.0 million as of December 31, 2022 compared to EUR 38.7 million in the prior year mainly due to the decrease in fair value of warrants compared to the prior year and the repayment of borrowings during the reporting period. 17 Current liabilities amount to EUR 50.9 million as of December 31, 2022 compared to EUR 36.1 million as of the prior year. The increase is explained by the increase in contract liabilities from EUR 3.9 million as of December 31, 2021 to EUR 11.9 million as of December 31, 2022 and the recognition of traveler advance payments owed to homeowners in the amount of 5.5 million as of December 31, 2022 (2021: nil). Both aforementioned liability positions go back to the acquisition of e-domizil, whereas the advance payments mainly relate to collection services provided by e-domizil for their homeowners. As part of these payment services, e-domizil collects travelers' advance payments as well as advance payments for the booking services prior to the traveler's check- in at the booked accommodation. The travelers' advance payments that e-domizil needs to transfer to the homeowners right before check-in of the traveler are shown here under Other financial liabilities, while the advance payments received for booking services are presented under Other liabilities (current). Refer to the table under note 28 - Other liabilities (current and non-current) of the Consolidated Financial Statements for further details. The amount of traveler advance payments as a portion of cash and cash equivalents with an amount of EUR 2.3 million as of December 31, 2022 (2021: nil) is subject to statutory restrictions and not available for general use by the Group. Furthermore, current liabilities as of December 31, 2022 contain current trade payables in the amount of EUR 12.5 million (2021: EUR 15.4 million). d) Overall statement The Management Board views the business development of 2022 as positive. The Group took advantage of the mainstreaming of the alternative accommodation market. HomeToGo significantly increased its IFRS Revenues and Booking Revenues in 2022, as a consequence of the continued M&A strategy and HomeToGo's ability to attract and retain customers, with a focus on its strategically important Onsite business, as well as positive development of its Subscriptions & Services business, all in all paving the way for future growth. HomeToGo exceeded prior year's expectation for IFRS Revenues and Booking Revenues. While the Management Board's expectation of Adjusted EBITDA still being negative has been met, the overall amount of EUR 20.7 million has been better than expected driven by an improved Marketing cost ratio and successful business combinations. Overall, HomeToGo is delivering on its target growth and margin corridor. 2.4. Employees As of December 31, 2022 the Group had employed 650 employees (2021: 372), representing an increase of 56% compared to the prior year. The overall increase is explained by the acquisitions. 3. Statutory Results of Operations and Financial Position of the Company The purpose of HomeToGo SE is the creation, holding, development and realization of its investment in HomeToGo GmbH. Due to its sole purpose as a financial holding entity, the Company is subject to the same price, credit and cash flow risks as the Group as a whole. Refer to 4.2. Illustration of Risks for an assessment of risks the Company is exposed to. Results of Operations As a pure financial holding the Company did not generate any Revenues or income during the financial year 2022. The Company incurred expenses of EUR 341.3 million in 2022 (2021: EUR 17.7 million) that led to a loss in the same amount in the respective period. The expenses in 2022 mainly compose of an impairment for the investment held in HomeToGo GmbH of EUR 258.2 million and an impairment for the own shares held by the Company of EUR 62.4 million. The main input factors for the impairment test for the investment in HomeToGo GmbH leading to the impairment were a higher discount rate and a reduction in net cash while the business plan did not change significantly. As the share price of the Company throughout the financial year 2022 was constantly below the acquisition cost of the treasury shares of EUR 10.00 an impairment is recognized using the share price of EUR 2.26 as of December 31, 18 2022 as fair value input. Furthermore, the disposal of treasury shares below their acquisition costs of EUR 10.00 as part of the considerations paid for the acquisitions of e-domizil and SECRA as well as for the VSOP settlements during 2022 led to a loss of in total EUR 15.7 million. There is no impact on the consolidated statement of profit or loss according to IFRS resulting from the before mentioned impairments and losses on disposals. Besides, expenses incurred as a public company that are made up of expenses for third-party services amounting to EUR 0.3 million (2021: EUR 0.2 million) as well as consulting and audit expenses and EUR 1.3 million (2021: EUR 0.6 million), respectively. Financial Position As of December 31, 2022, the Company had cash and cash equivalents of EUR 1.6 million compared to EUR 2.9 million in the previous year. The Company was always able to meet its payment obligations. No liquidity shortfalls have occurred or are foreseeable in the future. Net Assets (in EUR thousands) Dec. 31, 2022 Dec. 31, 2021 2022 vs. 2021 Non-current assets 833,298 98% 1,088,637 91% (255,339) (23)% Current assets 19,852 2% 106,295 9% (85,724) (81)% Total assets 853,869 100% 1,194,931 100% (341,063) (29)% Equity 851,846 100% 1,193,118 100% (341,273) (29)% Current liabilities 2,023 —% 1,813 —% +210 12% Total equity and liabilities 853,869 100% 1,194,931 100% (341,063) (29)% Non-current assets are composed of the Company's investment in HomeToGo GmbH whereas the decrease during the fiscal year is the result of an impairment of the investment carrying in the amount of EUR 258.2 million, mainly driven by a higher discount rate and a reduction in net cash. Current assets comprise treasury shares in the amount of EUR 18.2 million (2021: EUR 102.7 million) and cash and cash equivalents of EUR 1.6 million (2021: EUR 2.9 million). During the financial year 2022 the Company transferred 452,148 and 700,000 Class A shares each with a par value of EUR 0.0192 per share as purchase price components as part of the acquisitions for e-domizil and SECRA, respectively. In addition, 1,055,640 Class A Shares were transferred to VSOP beneficiaries in 2022 (2021: 4,210,905 Class A shares). The transfers of the treasury shares are presented as "Re-issuance of treasury shares as consideration for acquisitions" while the transfers to the VSOP beneficiaries are presented under "Share-based compensation" within the consolidated statement of changes in equity for 2022. 19 4. Risk and Opportunity Report As an international company, HomeToGo has exposure to macroeconomic, sector-specific, and company- specific risks and opportunities. This risk and opportunity report provides an overview of the implemented risk and opportunity management system and presents the risks and opportunities considered material for HomeToGo. 4.1. Risk and Opportunity Management System The Management Board of HomeToGo SE assumes overall responsibility for the development and operation of an effective risk and opportunity management system (RMS) for HomeToGo. The CFO has implemented the RMS that consists of the following elements: Risk and Opportunity Objectives The objective of the RMS is to create the necessary transparency about risks and opportunities for decision makers, to foster the risk and opportunity culture, and to create a common understanding of risks and opportunities throughout the company. Risk and Opportunity Identification and Monitoring Using multiple instruments, such as workshops and self-assessments, the identification and assessment of risks and opportunities is carried out by both the risk and opportunity owners during day-to-day operations and the CFO on a quarterly basis. Risk and Opportunity Assessment All risks and opportunities identified are evaluated with regard to their probability of occurrence and their potential impact based on a one-year time horizon. The identified single risks and opportunities are finally aggregated. The probability of occurrence represents the possibility that a specific impact for a risk or an opportunity may materialize within the next three to 60 months. The impact assessment is conducted on a quantitative scale that refers to the potential financial impact. The material risks and opportunities are described in the next section of this report. Risk and Opportunity Control Risk and opportunity owners are charged with developing and implementing effective risk mitigating and opportunity supporting measures within their responsibility area. Depending on the type, characteristics, and assessment of the risks, different risk strategies are applied by the risk owners to reduce the risk, considering costs and effectiveness. Risk strategies can be risk avoidance, reduction, transfer to a third party, or acceptance. Risk and Opportunity Management Improvements and Reporting The respective risk owner reports on the overall risk and opportunity situation to the senior management, the Management Board, and the Supervisory Board on a quarterly basis. 20 4.2. Illustration of Risks Overall assessment of risks Overall, the Management Board identified no risks that might threaten the Company’s and the Group’s ability to continue as a going concern and, from today’s perspective, no such risks are recognizable for the foreseeable future. Cybersecurity and IT risks We operate websites and apps with which we collect, maintain, transmit, and store information about our users, Partners, and others, including personal information, as well as other confidential and proprietary information, including information related to intellectual property. We also employ third-party service providers that store, process, and transmit proprietary, personal, and confidential information on our behalf. Furthermore, we rely on encryption and authentication technology licensed from third parties to securely transmit confidential and sensitive information. While we have a cyber risk management in place and take extensive steps to protect the security, integrity, and confidentiality of sensitive and confidential information (e.g., password policies and firewalls), our security practices may be insufficient enabling third parties to potentially breach our systems (e.g., through Trojans, spyware, ransomware or other malware attacks, or breaches by our employees or third-party service providers), which may result in unauthorized use or disclosure of information. Such attacks might lead to blackmail attempts, forcing us to pay substantial amounts to release our captured data or resulting in the unauthorized release of such data. Given that techniques used in those attacks change frequently and often are not recognized until launched against a target, it may be impossible to completely secure our systems. In addition, technical advances and continued expansion and increased complexity of our IT infrastructure could increase the likelihood of security breaches. The operation of our business requires a number of licenses and other (usage) rights, e.g., in connection with integrating content into our platform. In the future, we may require additional licenses (e.g., if legal environments change, or we provide additional services). There is, however, no guarantee that we will be able to obtain all required licenses or other (usage) rights or that we will manage to comply with all requirements imposed on us thereunder. If we fail to obtain and maintain such licenses or rights, we may not be able to conduct our business as intended, which may adversely affect our growth and profitability. Service outages might occur by loss of domains of other HomeToGo Group brands due to overlooked renewals that could result in a loss of Booking and IFRS Revenues. To mitigate these risks, we continuously review and strengthen our IT security strategy and take an increasing number of technical measures and organizational policies to protect against unauthorized access to our systems and data. We use advanced server solutions scalable by specialized third-party providers and recruit experts in order to ensure system integrity and safety and reduce IT risks to an acceptable level. We constantly review required renewals of all HomeToGo Group domains to ensure the timely renewal of the domain ownership. Furthermore, we are centralizing procedures and responsibilities across the HomeToGo Group to support these measures. In 2022, in consultative collaboration with security experts, we have assessed our cybersecurity according to NIST Cybersecurity Framework. Based on the framework, we have planned the next security advancement milestones and already delivered a number of new security enhancements. As an example, we launched a comprehensive Bug Bounty program as an additional way to deliver surety to our measures and strategy. Additionally, to increase awareness of cyberattacks at work, we have launched a program of security awareness training for our employees, raising our protection from within our team. Product risks Our listing products bear the risk that fraudulent homeowners might post fake or not as described offers on our platforms. Travelers would arrive to find no holiday home or not as described holiday home resulting in frustration and customer complaints that could damage the reputation of HomeToGo or one of our other brands leading to lower Booking and IFRS Revenues. To mitigate this risk we are constantly reviewing our fraud detection processes to initiate pre-emptive detection of potentially fraudulent hosts. We have integrated a third party vendor that is able to detect and block fraudulent accounts and listings creation. Further, we are using know your customer (KYC) verification flows before paying out funds to Partners. For our payment services we rely on banks, card schemes, and other payment processors to execute certain components of the payments process. For inbound payments, we pay these third parties interchange fees and 21 other processing and gateway fees to help facilitate payments from travelers to Partners. As a result, if we are unable to maintain our relationships with these third parties on favorable terms or if these fees are increased for any reason, our profit margin, business, and results of operations could be harmed. Additionally, if these third parties experience service disruptions or if they cease operations, travelers and Partners could have difficulty making or receiving payments, which could adversely impact our reputation, business, and results of operations. Legislative and regulatory risks HomeToGo is subject to numerous laws and regulations, particularly on data protection, competition, consumer protection, online commerce and short-term rentals on EU, national and local levels. This includes, in particular, the General Data Protection Regulation (GDPR) and extends to local legal frameworks and changes pertaining to the German Telekommunikation-Telemedien-Datenschutz-Gesetz (TTDSG), the German Gesetz gegen den unlauteren Wettbewerb (UWG) as well as the EU "New Deal for Consumers" Directive, besides travel-related regulations for platforms offering short-term rentals. On the digital environment as such, the evolving regulatory framework for the use of cookies and similar technologies in many jurisdictions may impair a convenient online service for our users and performance on our platforms that may lead to limitations for our business and digital marketing techniques. Responsible and confidential handling of customer data is key to our business. To mitigate risks of potential violations, our legal team continuously monitors data protection requirements and developments in interpretations, supports in implementing corresponding measures and processes and provides advice. Mandatory training and a regular focus group raise awareness for GDPR compliance which go hand in hand with close cooperation and alignment with responsible teams for adequate protection of personal data of customers as well as partners and employees. Appropriate processes are reviewed, updated and implemented with due care, also seeking advice from external foreign legal counsels and the external data protection officer(s) to ensure correct interpretation of changing legal requirements and timely incident response. Evolving platform and consumer protection regulations are reviewed by our legal team and incorporated in the HomeToGo product environment to ensure transparency for users with corresponding texts and features. In addition, short-term rental regulations on federal, regional and municipality levels impact the display of our offerings and are considered in operational business processes and product configurations. Those short-term rental regulations are enacted worldwide with the intention to control and restrict the renting of private accommodations. Such law implementations may result in higher legal costs and necessary resources depending on the individual market and jurisdiction. To remain up to date with interpretations and travel- related regulations, HomeToGo is engaged in industry associations, such as the Deutscher Ferienhausverband e.V. (DFV), the European Holiday Home Association (EHHA) as well as other associations and actively advocates the EU-wide harmonization of the regulation on short-term renting (e.g., by preparing and submitting position papers). Legislative and regulatory authorities or other policy-making organizations in other countries where we operate may expand the scope of application of laws and regulations in force, enact new laws or regulations or issue revised rules or guidelines on data privacy, short-term rentals, consumer protection or overall online commerce. For instance, the EU Directive 2021/514 (DAC7, Directive of Administrative Cooperation in the field of taxation in the EU) with the consecutive national laws like the German Plattformen-Steuertransparenzgesetz (PStTG) is in force resulting in reporting obligations - on the income realized by sellers offering certain services - applicable to the digital economy. In 2024, the EU Digital Services Act further regulates online platforms more generally with more exhaustive additional rules in particular on transparency and further compliance measures. Any failure to comply with dynamically changing data protection or other regulatory provisions and interpretations could result in administrative or civil legal proceedings, harm to our business, operations and reputation or even in significant fines. Marketing risks Another risk factor, is the reachable efficiency and effectiveness of marketing expenses. There is a risk of increased user acquisition costs as competition with direct and indirect competitors in online marketing channels is intensifying. Furthermore, there is a risk of losing SEO traffic and revenue due to Google updates and an increasing visibility of Google owned products. 22 HomeToGo counters this with investments in the brands of the HomeToGo Group, which are, geared to the main brand, HomeToGo. For example, through the evaluation of organic search results, targeted CRM campaigns are launched or TV and outdoor advertising is placed in order to increase the efficiency of the marketing measures applied and to reduce the dependency on individual online marketing channels. We perform long-term focussed SEO in line with Google guidelines, focus on high-quality content and constantly improve our Onsite quality metrics. Further, we monitor competition for strategic investments or partnerships. Partner risks Our business depends on our Partners maintaining their offers on our platform and engaging in practices that encourage users to book those offers. If Partners do not establish or maintain a sufficient number of offers and availability for their properties, the number of nights booked declines for a particular period, or the price charged by Partners declines, our revenue would decline and our business, results of operations, and financial condition would be materially adversely affected. While we plan to continue to invest in our Partners and in tools to assist Partners, these investments may not be successful in growing our Partners and offers on our platform. In addition, Partners may not establish or maintain offers if we cannot attract prospective users to our platform and generate bookings from a large number of users. While HomeToGo has experienced only a limited number of contract terminations by Partners in the past, Partners have from time to time taken their inventory temporarily off its websites, e.g., for technical reasons. Since our key Partners, in particular OTAs, typically operate their own platforms and/or also use the services of other platforms, we face the risk that a key Partner may decide to suspend or terminate its partnership with us. Such decisions can be based on factors that are beyond our control. For example, a key Partner may decide to reduce spending on services from us due to a challenging economic environment or other factors, both internal and external, relating to its business. These factors, among others, may include corporate restructuring, pricing pressure, changes to an outsourcing strategy, or switching to another platform. Furthermore, our reliance on certain key Partners for a significant portion of our revenue may give these Partners a certain degree of pricing leverage against us when negotiating contracts and terms of service. The loss of all or a portion of our business with, or the failure to retain a significant amount of business with, any of our key Partners could have a material adverse effect on our business, financial condition and results of operations. Ukraine Risk As at the time of the publication of the Combined Management Report, the war in Ukraine is ongoing and its development remains unpredictable. There is a risk that the war will further escalate and that the battle ground could extend geographically and actively involve territories of neighboring sovereign countries, which could further adversely impact the perception of security of the public and lead to a decrease in global travel activity. There is the risk that the current economic environment could further deteriorate and have an adverse lasting impact on consumers' disposable incomes. This could have a consequence of a decrease in demand for travel activities and related services and result in lower Booking and IFRS Revenues. Furthermore, the risk of default among our Partners could also increase and lead to an augmented liquidity risk for the Group. The future development in terms of the war in Ukraine and the economic environment cannot be foreseen beyond the short-term view, however HomeToGo will continue to monitor the situation closely and will continue to flexibly respond at short notice to any new development. Covid-19 Risk Furthermore, there is a remote risk that the Covid-19 virus could again adversely affect travel behavior in the future with new variants of the virus spreading that may be immune to vaccination and immunization following an infection. The recent shift by China's policy makers to abandon the zero Covid-19 policy could possibly raise the risk of new variants and may trigger a new global wave with negative impacts on travel and already stressed supply chains leading to lower Booking and IFRS Revenues for HomeToGo. 23 Growth Risk With a focus on the Group's future profitability, there is a risk that measures aimed at further realizing cost efficiencies could have an unexpected constraining impact on the growth of the Group's business. Inflation Risk Our financial performance is subject to global macroeconomic conditions being impacted by high inflation rates and a rapid rise in interest rates as a reaction by central banks. High inflation might impact our business model negatively as the consumers' real discretionary income might shrink. Higher interest rates set by central banks as a countermeasure to normalize inflation rates will impact the global economy with adverse effects on consumers' ability to travel. Higher interest rates will lead to higher costs of capital, used as discount rates in our impairment test models. Higher discount rates would reduce valuations, absent any offsetting adjustments to cash flow projections, for example due to inflation. This would be an impairment trigger and could result in an impairment. We are carefully monitoring our cost spending and might be able to pass part of increasing prices on to market participants. Liquidity and default risks Due to the continuing loss situation, there is generally a medium-term liquidity risk. Furthermore, a default risk exists in respect of our Partners’ receivables, which might also adversely affect liquidity. Given the size of our Partners (partly listed companies), we regard a default of large Partners as unlikely whereas the risk is slightly higher compared to the financial year 2021 given contractions in the economic environment at the time of the publication of the combined management report. A slightly higher default risk arises from small and non- professionalized Partners, which is treated through consistent follow-up care. Overall, this refers to a minor volume and does not adversely affect HomeToGo’s further existence. The Group has strong liquidity resources at its disposal and an effective liquidity management. Foreign currency risks We offer our Partners and users integrated payments in more than 28 currencies and a considerable portion of our business is conducted in foreign currencies. Therefore, we are exposed to a certain currency risk. HomeToGo counters this currency risk through natural hedging of the main foreign currencies (primarily USD, GBP and CHF) by keeping bank accounts in the corresponding foreign currency in order to always be able to hold a stock of foreign currency in this way and not to be exposed to short-term currency fluctuations. Acquisitions risks HomeToGo has acquired multiple businesses since 2018 and we will continue to regularly evaluate potential acquisitions. We may expend significant cash or incur substantial debt to finance such acquisitions, which indebtedness could result in restrictions on our business and significant use of available cash to make payments of interest and principal. In addition, we may finance acquisitions by issuing equity or convertible debt securities, which could result in further dilution to our existing stockholders. We may enter into negotiations for acquisitions that are not ultimately consummated. Those negotiations could result in diversion of management time and significant out-of-pocket costs. If we fail to evaluate and execute acquisitions successfully, our business, results of operations, and financial condition could be materially adversely affected. In addition, we may not be successful in integrating acquisitions or the businesses we acquire may not perform as well as we expected. While our acquisitions to date have not caused major disruptions in our business, any future failure to manage and successfully integrate acquired businesses could materially adversely affect our business, results of operations, and financial condition. ESG risks We recognize we will need to invest significant effort and resources to further develop and align our ESG activities whilst continuing to comply with the changing regulations and policies, specifically in terms of how we measure and report ESG data. If our ESG practices do not meet regulatory requirements or investor, traveler or employee expectations, then our reputation could be negatively affected. Similarly, our failure to fulfill ESG commitments to meet reporting standards could mean we are subject to regulatory punishment or actions by 24 stakeholders that could negatively impact our business. We recognize the following risks among ESG pillars Environmental, Social and Governance: Environmental risks There are potential risks inherent in climate protection efforts, reflected in regulatory changes and consumer demand. The overarching need to travel less to protect the planet could affect customers' willingness to book multiple vacations per year and/or long-distance travel. In addition, stakeholder concerns, as well as negative press about sustainable travel trends such as flight- or ‘workation’ “shaming”, could negatively impact a customer’s willingness to travel. The increasing pressure to use sustainable modes of transportation may make it more difficult for some of our inventory to be accessible, and hence less attractive to book. Globally, Covid-19 and other pandemics may lead to new forms of travel restrictions or travel fatigue. With increasing repercussions caused by the severity of climate change, the inaccessibility of certain regions throughout the year due to extreme weather conditions or natural disasters might make it more difficult or even impossible to travel to relevant destinations. Social risks Our employees’ expertise and commitment are important factors for our successful development and depend on our ability to recruit, train, motivate and retain highly qualified employees and, at the same time, promote our corporate culture. Changes in the macro-economic landscape may impact the stability of HomeToGo's social climate, e.g. the ability to retain and attract top talent in a competitive and ever-evolving environment. A risk factor is the skilled labor shortage (“Fachkräftemangel”) which continues to prevail in Germany and other countries, which may pose a risk to retain key employees and attract additional top talent and qualified staff, e.g., in the field of software developers. The loss of qualified staff, high employee fluctuation or lasting difficulties in filling vacant positions with suitable applicants might adversely affect our ability to effectively compete in our business, and we might lose important know-how, or our competitors might gain access to such know-how. Additionally, we note a tendency for the younger generation to seek a "purpose-driven" work environment and increasingly look for jobs in sustainability-related industries (e.g. NGOs and social ventures). We see it as an important task to monitor the mental and physical well-being of our employees who may suffer from the difficult global times we are experiencing, such as the war in Ukraine, the Covid-19 pandemic, rising inflation and the threat of recession or other factors. In addition, we see a risk in ensuring that employees are treated equally and fairly regardless of gender, ethnicity, culture, sexual orientation and other factors. In order to attract and retain qualified staff, we offer competitive compensation packages with long-term incentive models and other employer benefits, which serve the professional and health promotion of our employees. Furthermore, we strongly invest in our corporate culture and the development and further training of our employees. Maintaining an engaging culture in the face of increasing remote working and a global employee and office base requires special care and attention, while continuing to ensure a high degree of flexibility and independence for our workforce. Governance risks We see a risk in maintaining sound corporate governance while complying with the additional reporting guidelines that HomeToGo will be required to follow in 2023 and the years to come. As such it is important to ensure that the business is organized in such a way that accounting, treasury and financial operations are satisfactorily controlled in all other respects and that the risks inherent in the business are identified, defined, measured, monitored and controlled at all times in accordance with all relevant external and internal frameworks. As our global footprint grows, we closely monitor all risks related to anti-corruption, even though we do not consider them to be a material threat to our current business or financial performance. Although we do our best to keep a close eye on all matters along our supply chain complementing our standard partner contracts with compliance standards we incorporate for ourselves and expect from these business partners as well, we recognize that limited transparency and the lack of a suppliers’ code of conduct in some business relationships might make it difficult for us to enforce adequate compliance with protection from human rights-related risks along the supply chain and that this is therefore considered a standard risk. 25 4.3. Illustration of Opportunities Prior to the Covid-19 pandemic, the market for alternative accommodation was experiencing significant growth. We anticipate that the alternative accommodation industry will continue to expand significantly because of an observable trend in the traveler preferences away from traditional hotel and resort reservations and more towards vacation homes, as demonstrated during the Covid-19 pandemic. The mainstreaming of vacation rentals was accelerated by the pandemic and persists even in a crisis that showed people always travel, only further driving repeat demand. This can be traced back to its high flexibility by nature, safety of vacation rental, the often convenient and short distances to domestic locations, the offering of maximum independence and seclusion, as well as a wide range of amenities that help travelers control their budget. Further expansion of trends such as "workations" are expected as consumers are adding additional days before or after their holidays and just work from away. In order to maintain its previous growth trajectory in a sustained manner, HomeToGo will offer its customers and users a fully integrated product portfolio with tailored products and software-based solutions in these new market fields as a result of the growing digitization of this privately and semi-professionally operated tourism sector segment. With cancellation rates reaching pre-Covid-19 pandemic levels, a faster than expected return to historic cancellation rates or even a further decrease can lead to additional IFRS and Booking Revenues. During the pandemic many people considered purchasing an own holiday home in domestic locations instead of further renting. In order to fully utilize these new homeowners might use platforms like HomeToGo that increases their reach significantly and could lead to additional supply on our platform. Faster implementation of our software solutions can lead to faster digitalization of inventory and therefore benefit the whole alternative accommodation industry. Increased competition among our Partners can lead to better economics for HomeToGo as Partners will want to have a higher traffic share. 5. Significant Events after the Reporting Period No significant events occurred between the end of the reporting period and the date that the financial statements are authorized for issue. 6. Outlook Building on a strong Booking Revenues Backlog of EUR 32.5 million as of December 31, 2022 that was a significant increase by 71.8% compared to the end of 2021, the new fiscal year 2023 started well for HomeToGo with strong bookings across markets. As usual bookings were driven by traditional early booking markets like DACH and the Netherlands. However, also markets like North America, who usually book more in Q2, have been quite active. According to the Global Online Travel Booking Platform Market 2022-2026 study by Technavio, the online booking industry is up to an increasing market size, with an expected growth of 13.9% in 2023 and an average CAGR of 15.7% from 2023 to 2026. The International Air Transport Association (IATA) is also facing an ongoing recovery for the year 2023 with passenger numbers expected to surpass the four billion mark for the first time since 2019, with 4.2 billion travelers expected to fly. Both studies underline that the online travel business and the alternative accommodation industry continues to be a fast growing market.12 For the short-term future, the Group will continue its growth path by further expanding its business in both Europe and North America by onboarding more Partners, acquiring new customers and capitalizing on returning customers, all with the help of our technology-driven solutions enabling access to incredible homes. With travel as a priority for leisure spending for the majority of consumers13 and consciousness for environmental and sustainable use of resources rising, we see that the trend of choosing alternative accommodation for vacations will persist and prove to be resilient during periods of economic contractions that 26 12https://www.iata.org/en/pressroom/2022-releases/2022-12-06-01/#:~:text=In%202023%20the%20airline%20industry,from %202.9%25%20in%202022) 13 McKinsey & Company Germany Consumers Pulse Survey, 9/23-10/2/2022 are projected to persist. HomeToGo's performance during the Covid-19 pandemic has proven the resilience of our business model. We aim to further scale our operations across geographic areas and replicate our proven marketing playbook in DACH region to drive repeat demand globally. With the expansion of our Subscription & Services business, we will continue to deliver an unparalleled experience for users on our platform to drive repeat demand and brand loyalty. On the Supply side, we will support our Partners with growth, continuing to prove the integration potential of our marketplace to drive acceleration for both the demand and supply side. A key piece of fostering our path to profitability is our focus on delivering an incredible experience that travelers want to return to, combined with an efficient marketing strategy to drive and scale repeat demand at lower costs. We have taken operating measures to optimize our resource allocation and pace our overhead investments. This is combined with savings from lifting valuable synergy potentials with our subsidiaries from our key acquisitions. At a topline level, we have consolidated contracts within HomeToGo Group plus offered new, engaging add-on services to drive Revenues and additional margins. For the financial year 2023, the HomeToGo Group expects to grow Booking Revenues by 13-25% to a range of EUR 185-205 million. Onsite share of Booking Revenues share is expected to grow by 2-7 percentage points to 56-61%. IFRS Revenues are expected to grow by 13-19% to EUR 165-175 million. We expect further economies of scale and an improved efficiency of our marketing activity that will enable us to reach Adjusted EBITDA break-even in 2023 within a range between EUR (2.5) and 2.5 million. Luxembourg, March 29, 2023 Management Board of HomeToGo SE Dr. Patrick Andrae Wolfgang Heigl Co-Founder & CEO Co-Founder & CSO Valentin Gruber Steffen Schneider COO CFO 27 HomeToGo SE Consolidated Financial Statements for the Financial Year 2022 Registered office: 9, rue de Bitbourg L - 1273 Luxembourg R.C.S. Luxembourg: B249273 28 Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Years Ended December 31 (in EUR thousands, except share and per share data) Note 2022 2021 (adjusted) Revenues 9 146,839 94,839 Cost of Revenues 10 (12,202) (4,327) Gross profit 134,637 90,512 Product development and operations 11 (28,678) (23,840) Marketing and sales 12 (126,284) (95,390) General and administrative 13 (47,851) (112,751) Other expenses 14 (1,160) (631) Other income 14 3,671 11,646 Loss from operations (65,666) (130,455) Finance income 8,822 12,434 Finance expenses (1,894) (58,803) Financial result, net 15 6,928 (46,368) Loss before tax (58,738) (176,823) Income taxes 16 5,239 (202) Net loss (53,499) (177,025) Total comprehensive loss (53,721) (177,042) Basic and diluted earnings (loss) per share 17 (0.47) (2.22) Weighted average ordinary shares outstanding (basic and diluted) 113,367,886 79,619,166 The accompanying notes are an integral part of these consolidated financial statements. ) refer to note 35 for the resulting effects from a change in presentation of warrants from equity to liabilities. 29 Consolidated Statements of Financial Position as of December 31 (in EUR thousands) Note 2022 2021 (adjusted) Assets Non-current assets Intangible assets and goodwill 19 138,404 61,360 Property, plant and equipment 20 15,023 15,202 Other receivables (non-current) 33 — 814 Income tax receivables (non-current) 95 79 Other financial assets (non-current) 22 5,504 8,249 Other assets (non-current) 23 143 258 Total non-current assets 159,169 85,962 Current assets Trade and other receivables (current) 21 14,466 18,997 Income tax receivables (current) 1,622 79 Other financial assets (current) 22 51,778 101,960 Other assets (current) 23 5,533 5,341 Cash and cash equivalents 112,050 152,944 Total current assets 185,448 279,321 Total assets 344,618 365,284 Equity and liabilities Equity Subscribed capital 2,441 2,441 Capital reserves 519,032 508,963 Foreign currency translation reserve (240) (18) Share-based payments reserve 85,638 68,744 Retained Earnings (343,174) (289,680) Total shareholder´s equity 24 263,697 290,451 Borrowings (non-current) 25 5,631 9,371 Other financial liabilities (non-current) 27, 35 15,517 23,192 Provisions (non-current) 26 518 1,182 Other liabilities (non-current) 28 404 1,117 Income tax liabilities (non-current) 13 — Deferred tax liabilities 29 7,930 3,874 Non-current liabilities 30,014 38,736 Borrowings (current) 25 2,844 3,007 Trade payables (current) 12,544 15,395 Other financial liabilities (current) 27 10,057 8,885 Provisions (current) 26 1,645 108 Other liabilities (current) 28 19,824 8,534 Income tax liabilities (current) 3,993 168 Current liabilities 50,907 36,097 Total liabilities 80,921 74,833 Total shareholder´s equity and liabilities 344,618 365,284 ) refer to note 35 the resulting effects from a change in presentation of warrants from equity to liabilities. 30 Consolidated Statements of Changes in Equity for the Years Ended December 31 (in EUR thousands) Note Subscribed capital Capital reserves Own shares Retained earnings Foreign currency translation reserve Share- based payments reserve Total shareholders' equity As of Jan 1, 2021 93 113,280 — (112,656) — 22,148 22,865 Net loss — — — (177,025) — — (177,025) Other comprehensive loss — — — — — — — (18) — (18) Total comprehensive loss — — — (177,025) (18) (177,042) Conversion of convertible loans 6 18 — 146,259 — — — — — — 146,277 Conversion of earn outs 6 1 — 515 — — — — — (515) 1 Share capital restructuring 6 1,438 — (1,438) — — — — — — — Reverse acquisition of Lakestar SPAC 6 665 — 164,616 — — — — — 70,437 235,718 Redemption of SPAC shares and warrants 6 — 102,692 (102,692) — — — — Share issuance for PIPE financing 6 144 — 74,856 — — — — — — 75,000 Share issuance transaction costs 6 — — (1,818) — — — — — — (1,818) Share-based compensation 31 81 — 12,693 — — — — — (23,325) (10,551) As of Dec 31, 2021 2,441 611,656 (102,692) (289,681) (18) 68,745 290,451 As of Jan 1, 2022 2,441 611,656 (102,692) (289,681) (18) 68,745 290,451 Net loss — — — (53,499) — — (53,499) Other comprehensive loss — — — — (222) — (222) Total comprehensive loss — — — (53,499) (222) — (53,721) Re-issuance of treasury shares as consideration for acquisitions - net of transaction costs and tax 6 — (7,701) 11,521 — — — 3,821 Share-based compensation 30 — (4,309) 10,556 — — 16,893 23,141 As of Dec 31, 2022 2,441 599,646 (80,615) (343,175) (240) 85,638 263,697 The accompanying notes are an integral part of these consolidated financial statements. ) Refer to note 35 for the resulting effects from a change in presentation of warrants from equity to liabilities. ) This column has been added as an adjustment to prior year to enhance transparency. 31 Consolidated Statements of Cash Flows for the Years Ended December 31 (in EUR thousands) Note 2022 2021 (adjusted) Loss before income tax (58,738) (176,823) Adjustments for: Depreciation and amortization 12,974 4,690 Non-cash listing service expense - de-SPAC Charge — 70,437 Non-cash employee benefits expense - share-based payments 30 25,652 31,560 Fair value (gains)/losses on non-current financial assets at fair value through profit or loss — (377) VSOP - Exercise tax settlement charge (1,683) (30,495) VSOP - Cash paid to beneficiaries (262) (11,616) Finance costs - net 15 (6,928) 46,368 Net exchange differences (1,047) (972) Change in operating assets and liabilities (Increase) / Decrease in trade and other receivables 6,722 (12,496) (Increase) / Decrease in other financial assets 22 (187) (4,968) (Increase) / Decrease in other assets 23 3,726 (4,135) Increase / (Decrease) in trade and other payables (5,834) 9,742 Increase / (Decrease) in other financial liabilities 27 (4,986) 2,439 Increase / (Decrease) in other liabilities 28 (4,782) (5,067) Increase / (Decrease) in provisions 26 770 (376) Cash generated from operations (34,602) (82,088) Interest and other finance cost paid (-) (997) (1,140) Income taxes (paid) / received (750) (28) Net cash used in operating activities (36,349) (83,256) Proceeds from / (Payments for) financial assets at fair value through profit and loss 22 50,000 (100,000) Payment for acquisition of subsidiaries, net of cash acquired 6 (46,199) (16,385) Payments for property, plant and equipment 20 (382) (324) Payments for intangible assets 19 (187) (91) Payments for internally generated intangible assets 19 (3,828) (1,545) Proceeds from sale of property, plant and equipment (25) 2 Net cash used in investing activities (621) (118,343) Proceeds from borrowings and convertible loans 25/26 — 76,175 Proceeds from recapitalization, net of redemptions — 171,489 Proceeds from PIPE financing — 75,000 Transaction costs — (1,818) Repayments of borrowings 25 (4,362) (2,787) Principal elements of lease payments (891) (966) Net cash provided by financing activities (5,253) 317,093 Net increase (decrease) in cash and cash equivalents (42,223) 115,494 Cash and cash equivalents at the beginning of the period 152,944 36,237 Effects of exchange rate changes on cash and cash equivalents 1,329 1,213 Cash and cash equivalents at the end of the period 112,050 152,944 The accompanying notes are an integral part of these consolidated financial statements. ) refer to Note 35 for the resulting effects from a change in presentation of warrants from equity to liabilities. 32 HomeToGo SE, Luxembourg Notes to the Consolidated Financial Statements (Amounts in EUR thousands, except stated otherwise) 1 - Corporate information The HomeToGo Group (“HomeToGo” or “Group”), comprises the parent entity HomeToGo SE ("HomeToGo SE"), Luxembourg, Luxembourg (the “Company”), and its direct and indirect subsidiaries. The Company is registered in the commercial register of the Registre de commerce et des sociétés in Luxembourg under number B249273. The Company’s address is Rue de Bitbourg 9, 1273, Luxembourg, Luxembourg. The business activities of HomeToGo include the operation of an international marketplace for alternative accommodations that connects millions of users searching for a place to stay with thousands of inventory suppliers across the globe, resulting in the world’s most comprehensive inventory coverage in the alternative accommodation space. At the time of the report, HomeToGo’s portfolio comprised more than 15 million aggregated accommodation offers provided by over 60,000 online travel agencies, tour operators, property managers and other inventory suppliers (“Partners”) worldwide. HomeToGo operates its business through localized websites and apps in 25 countries. The marketplace seamlessly integrates a vast inventory in one simple search and enables users to book accommodations from diverse Partners, either on the Partner’s external accommodation websites or directly on the HomeToGo marketplace platform. The consolidated financial statements of HomeToGo were initially authorized for issue by the Management Board on March 29, 2023. HomeToGo SE was originally known as Lakestar SPAC I SE (“Lakestar SPAC”) a Special Purpose Acquisition Company with the objective of acquiring a European late-stage growth company in the technology sector with the funds raised from private placements. Lakestar SPAC became listed on the Frankfurt Stock Exchange on February 22, 2021. On July 14, 2021, HomeToGo GmbH and Lakestar SPAC entered into a Business Combination Agreement (“BCA”) whereby Lakestar SPAC became the legal parent company of HomeToGo GmbH, its direct and indirect subsidiaries for a contribution and exchange of HomeToGo GmbH shares for new Public Shares (the “Business Combination” or “Transaction”). On September 21, 2021 the Transaction was closed (the “Closing”) and Lakestar SPAC changed its name to HomeToGo SE. HomeToGo GmbH was deemed to be both the accounting acquirer and the predecessor entity in the subsequent fillings of the combined company. Please refer to Note 6 - Business Combinations and other Acquisitions in the notes to the consolidated financial statements for 2021 for further explanations on the Transaction. 2 - Basis of preparation The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and the interpretations issued by the International Financial Reporting Standards Interpretations Committee (“IFRIC”) as adopted by and to be applied in the European Union. The official version of the accounts is the ESEF version available at the Officially Appointed Mechanism (OAM) of Luxembourg under https://www.bourse.lu/issuer/HomeToGo/102802. The accounting principles set out below, unless stated otherwise, have been applied consistently for all periods presented in the consolidated financial statements. We refer to note 35 - Change in accounting policy - Classification of warrants for the change in presenting warrants in accounting for the de-SPAC transaction. HomeToGo has also decided to change the presentation of treasury shares in its Statement of changes in equity by introducing a separate column on treasury shares, which shows the deduction from equity. HTG determined that such change would improve the transparency about the development of treasury shares, which will be reissued through transactions or as settlement of claims resulting from share-based compensation. 33 HomeToGo’s financial year ends December 31. All intercompany transactions are eliminated during the preparation of the consolidated financial statements. The consolidated financial statements have been prepared on a historical cost basis, unless otherwise stated. The consolidated financial statements are presented in Euro (“EUR”), which is the functional currency of the Company and all subsidiaries of HomeToGo. All values are rounded to the nearest thousand, except when otherwise indicated. Due to rounding, differences may arise when individual amounts or percentages are added together. The consolidated financial statements are prepared under the assumption that the Group will continue as a going concern. Management believes that HomeToGo has adequate resources to continue operations for the foreseeable future. 3 - Scope of consolidation The consolidated financial statements include the balances and results of the Company and its wholly-owned subsidiaries. Subsidiaries are entities directly or indirectly controlled by the Company. The Company controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control commences until the date on which control ceases. Besides the Company, the following subsidiaries are included in the scope of consolidation as of December 31, 2022: Subsidiary Location Percentage of ownership HomeToGo GmbH Berlin, Germany 100% Casamundo GmbH Berlin, Germany 100% Smoobu GmbH Berlin, Germany 100% Atraveo GmbH Düsseldorf, Germany 100% e-domizil GmbH Frankfurt, Germany 100% SECRA GmbH Sierksdorf, Germany 100% SECRA Bookings GmbH Sierksdorf, Germany 100% e-domizil AG Zurich, Switzerland 100% Feries S.r.l. Milan, Italy 100% Escapada Rural S.L. Barcelona, Spain 100% AMIVAC SAS Paris, France 100% Adrialin d.o.o. Rijeka, Croatia 100% UAB HomeToGo Technologies Kaunas, Lithuania 100% UAB HomeToGo Technologies Vilnius Vilnius, Lithuania 100% HOMETOGO INTERNATIONAL, INC. Wilmington, Delaware, USA 100% Please refer to Note 6 - Business Combinations and other acquisitions for additions to the scope of consolidation during the year 2022 . Effective January 1, 2022, LS I Advisors Verwaltungs-GmbH, Munich, Germany, HS Holiday Search GmbH, Berlin, Germany, Mertus 288. GmbH, Berlin, Germany, and Mapify UG (haftungsbeschränkt), Kassel, Germany were merged onto HomeToGo GmbH, all four entities ceased to exist. Furthermore, effective March 29, 2022 LS I Advisors GmbH & Co. KG, Munich, Germany was merged onto HomeToGo SE and also ceased to exist. On July 4, 2022, HomeToGo GmbH entered into a sale and purchase agreement for 100% of the shares in Adrialin d.o.o for a total preliminary cash consideration of EUR 0.7 million. The entity is based in Croatia with its principal business being the activity of an online travel agency (OTA). In accordance with provisions of section 264 paragraph 3 of German Commercial Code (Handelsgesetzbuch), Casamundo GmbH, e-domizil GmbH, Atraveo GmbH, are exempt from the requirement to prepare notes the financial statements and a management report (where applicable) as well as to publish their financial statements and management reports (where applicable). 34 4 - Summary of significant accounting policies a)Current versus non-current classification HomeToGo classifies assets and liabilities by maturity. They are classified as current in the consolidated statement of financial position if they mature or are otherwise settled or realized within one year. Deferred tax assets and liabilities are consistently presented as non-current in the consolidated statement of financial position. b)Foreign currency translation HomeToGo’s consolidated financial statements are presented in Euro, which is the functional and presentation currency of the Company and its subsidiaries. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. Functional currency is defined as the currency of the primary economic environment in which each entity operates. Any transactions denominated in foreign currencies are translated at the exchange rates prevailing on the date of transaction. Balance sheet items denominated in foreign currencies are translated at the closing rate for each reporting period, with resulting translation differences recognized within the consolidated statement of profit or loss and comprehensive income. The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the reporting currency as follows: •assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet •income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and •all resulting exchange differences are recognized in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. c)Profit or loss structure HomeToGo uses a cost of revenue structure to present its expenses by function. See Note 9 and the following paragraph for further explanations about the content in the different profit or loss line items. d)Revenue recognition HomeToGo applies IFRS 15 Revenue from Contracts with customers. The standard establishes principles for reporting information to users of financial statements, about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Management applies the five-step model according to IFRS 15 when determining the timing and amount of revenue recognition. HomeToGo operates a marketplace for alternative accommodations that connects millions of travelers searching for a perfect place to stay with thousands of inventory suppliers across the globe. HomeToGo generates revenue through the following main revenue types: •Cost per Action (“CPA”): CPA is the largest revenue stream, whereby HomeToGo receives a percentage- based commission for successful onsite- or offsite booking referrals, which facilitate a stay. Depending on the contractual terms with the respective partner, the revenue for HomeToGo is either calculated as percentage of the commission or as percentage of the booking value (sometimes called revenue share). •Cost per Click (“CPC”) HomeToGo receives a fixed commission based on every successful referral click. 35 •Cost per Lead (“CPL”): HomeToGo receives a fixed commission based on every successful referral inquiry (lead). •Subscriptions & Services are related to subscription-based revenue from Partners who can use the platform for listing of their rental objects over a determined period. CPA transactions are commission-based revenues where the Partner compensates HomeToGo for facilitating bookings that resulted in a stay of the traveler. HomeToGo is acting as an agent in either scenario as described above. The Company considers its Partners, in particular online travel agencies (“OTAs”), or the rental property owners and managers to be its customers. Only the CPA contracts and the specific bookings taken together would constitute a contract under IFRS 15. Typically, these bookings are cancellable at any time. The contracts with the OTA partners stipulate that HomeToGo only earns CPA for bookings that facilitate a stay. Furthermore, for the majority of contracts the payment claim of HomeToGo only comes into existence once the check-in of the traveler has occurred. HomeToGo also engages in a multitude of post-booking activities that facilitate the check-in (hence the stay of the traveler), e.g. customer support for the traveler. These activities are not distinct from each other and are not separate performance obligations. It is therefore management’s judgement to define the single performance obligation of the Group’s CPA transactions as ‘successful booking’ which facilitates a stay. Therefore, the revenues for CPA transactions are recognized at the same point in time as the check-in date of the traveler when HomeToGo’s performance obligation is satisfied. Payments received from Partners for bookings where check-in has not occurred yet are recognized as contract liabilities. For CPC or CPL transactions, HomeToGo receives a fixed commission based on every successful inquiry or referral click. As opposed to CPA transactions, each click or inquiry initiated by the traveler through the HomeToGo platform with referral to the partner website is considered a distinct promised service. HomeToGo has an enforceable payment claim based on the monthly click volume and is not subject to cancellation or similar risks. Therefore, the ‘simple referral’ through CPC meets the criteria of a performance obligation which is satisfied at a point in time i.e. with the click through the partner website. HomeToGo recognizes the revenue for CPC at the corresponding click date. In HomeToGo’s subscription contracts, property managers or owners pay in advance for Software as a Service ("SaaS") and online advertising services related to the listing of their properties for rent over a fixed period, which is usually one year. As the performance obligation is the SaaS or listing service and is provided to the property manager/owner over time of use (SaaS) or the life of the listing period, the Subscriptions & Services IFRS Revenues are recognized on a straight-line basis over the time of use (SaaS) or listing period respectively. Amounts received as prepayment are recognized as contract liabilities. Variable consideration might occur in the form of performance-based bonuses with respect to revenue based on bonus agreements that can be agreed for CPL and CPA transactions. HomeToGo includes variable consideration estimated in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. e)Intangible assets and goodwill Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. The useful life of intangible assets is assessed as either finite or indefinite. Refer to Note 19 - Intangible assets and goodwill for further details regarding the carrying amount of HomeToGo’s intangible asset balances and to Note 6 - Business Combinations and other acquisitions with respect to information on goodwill and intangible assets resulting from business combinations. Intangible assets with a finite useful life Intangible assets with a finite useful life consist of licenses, trademarks and domains, customer relationships, order backlog and internally generated software. In accordance with IAS 38, development costs that are directly attributable to the design, coding and testing of identifiable software modules controlled by the Group are recognized as intangible assets where the following criteria are met: 1) It is technically feasible to complete the software so that it will be available for use, 2) management intends to complete the software and use or sell it, 3) there is an ability to use or sell the software, 4) it can be demonstrated how the software will generate probable future economic benefits, 5) adequate technical, financial and other resources to complete the development and to use or sell the software are available, 6) and the expenditure attributable to the software during its development can be reliably measured. Directly attributable costs that are capitalized as part of the software include employee costs and other directly attributable costs. Software maintenance costs are recognized as an expense incurred. 36 Intangible assets with a finite life are amortized over their estimated useful life on a straight-line basis and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method of intangible assets with a finite useful life are reviewed at least annually, with any changes treated as changes in accounting estimates. Changes in the expected useful life or the expected pattern of consumption of the assets’ future economic benefits are considered when assessing the amortization method and useful life of the asset. The estimated useful lives are as follows: Asset type Estimated useful life Software and licenses 3 to 5 years Trademarks 3 to 15 years Customer relationship up to 10 years Order backlog 1 year Internally generated software 3 to 7 years Goodwill indefinite Intangible assets and goodwill HomeToGo’s goodwill originated from the acquisitions of subsidiaries and is included in intangible assets and goodwill. Goodwill represents the difference between the purchase price and the net identifiable assets acquired at fair value. Refer to Note 6 for further details on Business Combinations. Goodwill is not subject to amortization but tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Refer to accounting policy on business combination and goodwill in section p). f)Property, plant and equipment Property, plant and equipment is stated at historical cost, net of accumulated depreciation and accumulated impairment losses, if any. Historical cost includes any expenditures that are directly attributable to the acquisition of the asset, including costs incurred to prepare the asset for its intended use. Property, plant and equipment is depreciated on a straight-line basis over each asset’s expected useful life. Depreciation methods, useful lives and residual values are reviewed at least annually and adjusted prospectively, if appropriate. HomeToGo applies the following useful lives when estimating depreciation of property and equipment: Asset type Estimated useful life Leasehold improvements 2 to 15 years Other equipment and office equipment 2 to 13 years Leasehold improvements are amortized over the shorter of the underlying lease or the expected useful life of the asset. All repair and maintenance costs are expensed when incurred. HomeToGo assesses property, plant and equipment for impairment whenever there is an indication of potential impairment. g)Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or 37 assets, even if that right is not explicitly specified in an arrangement. HomeToGo assesses at the inception of the contract whether the contract is or contains a lease. HomeToGo’s leases consist of real estate, car leasing and distinct server leases. Lease terms are negotiated on an individual basis and may contain a range of different terms and conditions. Lease contracts may be negotiated for fixed period or include extension options. To determine the lease terms, all facts and circumstances which offer economic incentives to exercise extension options are included. If it is reasonably certain that a lease term will be extended, the related extension option is included. The lease terms include fixed payments as well as variable payments that depend on an index or rate. Management of HomeToGo reviews the contractual and current market conditions individually when determining whether an extension option is reasonably certain to be exercised. The lease liability is measured at the date of commencement of the lease as the present value of the expected lease payments. To determine the present value, HomeToGo discounts the remaining lease payments with the incremental borrowing rate of the lessee. The incremental borrowing rate is the interest rate that HomeToGo would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset as the underlying lease agreement in a similar economic environment. Right-of-use assets are measured at cost at the date of commencement of the lease. The cost is comprised of the initial lease liability measurement and any lease payments made before the commencement date, less any lease incentives received and estimated cost of dismantling and removing the underlying asset incurred by the lessee. Right-of-use assets are presented in the balance sheet as part of property, plant and equipment. After the commencement date, HomeToGo measures right-of-use assets at cost less accumulated depreciation and any accumulated impairment losses. For subsequent measurement, the carrying amount of the lease liability is increased to reflect the interest on the lease liability and reduced to reflect the lease payments made. The finance expenses associated with the lease term are recognized in the consolidated statement of profit or loss and other comprehensive income over the lease term. No impairment losses have been identified on HomeToGo’s right-of-use assets in 2022 and 2021. HomeToGo elected to apply an exemption for low value leases and short-term leases in accordance with IFRS 16. Low value leases are leases with contract amounts below EUR 5 thousand. Short-term leases relate to lease agreements with a lease term of less than 12 months. Lease payments associated with low value leases and short-term leases are expensed on a straight-line basis over the lease term. Accordingly, no right-of-use assets or lease liabilities are recognized for low value and short-term leases. h)Impairment of non-financial assets HomeToGo assesses whether an asset may be impaired at each reporting date. If any indication of impairment exists, or when annual impairment testing for such an asset is required, HomeToGo estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash generating unit's (CGU) fair value less costs of disposal or its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. HomeToGo does not use the fair value less costs of disposal method when assessing the recoverable amount of its non-financial assets. HomeToGo bases its impairment calculation on detailed budgets and forecasted cash flows. Impairment losses are recognized in the consolidated statement of profit or loss and other comprehensive income in expense categories consistent with the function of the impaired asset. For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or has decreased. 38 If such indication exists, HomeToGo estimates the asset’s or CGU’s recoverable amount. Financial instruments - Initial recognition and subsequent events A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets Initial recognition and measurement Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and HomeToGo’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, HomeToGo initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which HomeToGo has applied the practical expedient are measured at the transaction price. In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model. HomeToGo’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortized cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: •Financial assets at amortized cost (debt instruments) •Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments) •Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments) •Financial assets at fair value through profit or loss (equity instruments, money market funds) Financial assets at amortized cost (debt instruments) Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired. In the case of a financial asset not at fair value through profit or loss (FVTPL), financial assets are measured at amortized cost and include trade and other receivables and other financial assets. Financial assets at fair value through profit or loss (equity instruments) The group subsequently measures all equity investments at fair value. Changes in the fair value of financial assets at FVTPL, in particular to investments in money market funds, are recognized in profit or loss in the period in which it arises. 39 Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized (i.e., removed from HomeToGo’s consolidated statement of financial position) when: •The rights to receive cash flows from the asset have expired or •HomeToGo has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) HomeToGo has transferred substantially all the risks and rewards of the asset, or (b) HomeToGo has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When HomeToGo has transferred its rights to receive cash flows from an asset or has entered into a pass- through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, HomeToGo continues to recognize the transferred asset to the extent of its continuing involvement. In that case, HomeToGo also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that HomeToGo has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that HomeToGo could be required to repay. Impairment HomeToGo recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss, if the exposure is material, presented under General and administrative expenses. For trade receivables, HomeToGo applies a simplified approach in calculating ECLs. Therefore, HomeToGo does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date if the exposure is material. HomeToGo has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The Group considers a financial asset in default when contractual payments are 365 days past due. However, in certain cases, HomeToGo may also consider a financial asset to be in default when internal or external information indicates that HomeToGo is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by HomeToGo. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. HomeToGo holds trade receivables from contracts with partners as of December 31, 2022 of EUR 13.5 million, as of December 31, 2021 of EUR 9.8 million. These have been impaired by EUR 1.7 million, 2021: EUR 0.8 million. Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, either as financial liabilities at fair value through profit or loss or as financial liabilities at amortized cost. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and other payables, net of directly attributable transaction costs. HomeToGo’s financial liabilities include trade and other payables, as well as loans and borrowings including bank overdrafts as well as financial liabilities from warrants. Subsequent measurement For purposes of subsequent measurement, financial liabilities are classified in two categories: •Financial liabilities at fair value through profit or loss •Financial liabilities at amortized cost 40 Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognized in the statement of profit or loss. The Group has classified the Class A Warrants and Class B Warrants as financial liabilities as at fair value through profit or loss. Financial liabilities at amortized cost This is the category in accounting for loans and borrowings, except for Class A and Class B Warrants described above. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate (EIR) method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss. Derecognition A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously. Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date in the principal or, in its absence, the most advantageous market to which HomeToGo has access at that date. The fair value of a liability reflects its non-performance risk. HomeToGo measures the fair value of an instrument using the quoted price in an active market for that instrument, if such price is available. A market is regarded as ‘‘active’’ if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted price in an active market, then HomeToGo uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all factors that market participants would take into account in pricing a transaction. In determining the appropriate fair value measurement for financial assets and liabilities, the Group involves an independent external valuation expert, who uses appropriate valuation techniques. Based on the input parameters used for measuring the fair values are assigned to one of the following levels of the fair value hierarchy for purposes of disclosure: •Level 1: Quoted (unadjusted) market prices in active markets for identical assets and liabilities, •Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices), and •Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). 41 i)Treasury Shares Treasury shares of HomeToGo SE are recognized with their acquisition costs paid to repurchase its own shares. They result from the redemption process as part of the de-SPAC transaction on September 21, 2021. The acquisition costs for the own shares are deducted from equity. All shares redeemed are Class A Shares. Management may use treasury shares to settle share-based payment obligations, service warrant exercises and as part of consideration in case of business combinations. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the own shares. j)Provisions HomeToGo recognizes provisions when it has a present obligation, legal or constructive, as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of management´s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The increase in provision due to the passage of time and unwinding of the discount rate is recognized as finance expenses. k)Income taxes Current income taxes Current income tax is the expected tax payable or receivable based on the taxable income or loss for the period and the tax laws that have been enacted or substantively enacted as of the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected to be paid to the tax authorities. In case of uncertainties related to income taxes, they are accounted for in accordance with IFRIC 23 and IAS 12 based on the best estimate of those uncertainties. HomeToGo establishes tax liabilities based on expected tax payments. Liabilities for trade taxes, corporate taxes and similar taxes on income are determined based on the taxable income of the consolidated entities less any prepayments made. Calculation of tax liabilities is based on the recent tax rates applicable in the tax jurisdiction of HomeToGo. Deferred taxes Deferred taxes are recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable income and are accounted for using the balance sheet-liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilized. However, deferred tax liabilities are not recognized if the temporary difference arises from goodwill. Furthermore, deferred tax assets and deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither taxable income, nor the accounting profit. Current and deferred tax is charged or credited in the consolidated statement of profit or loss and other comprehensive income, except when it relates to items charged or credited directly to equity, in which case the current or deferred tax is also recognized directly in equity. Deferred tax assets and liabilities are calculated using tax rates expected to be in place in the period of realization of the associated asset or liability, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period in the respective jurisdiction. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. l)Earnings (Loss) per share HomeToGo presents earnings (loss) per share data for its ordinary shares. Basic earnings (loss) per share is calculated by dividing the net income of the period attributable to the owners of the Company by the weighted 42 average number of ordinary shares outstanding during the period. HomeToGo only issued ordinary shares according to IAS 33, all of which are outstanding, because all share classes are subject to the same dividend entitlement with regard to the earnings for the period. The potential ordinary shares were not taken into account, because the effect on loss per share would have been antidilutive. The weighted average number of shares is calculated from the number of shares in circulation at the beginning of the period adjusted by the number of shares issued during the period and multiplied by a time-weighting factor. The time-weighting factor reflects the ratio of the number of days on which shares were issued and the total number of days of the period. m)Segment reporting An operating segment is a component of HomeToGo that engages in business activities from which it may earn Revenues and incur expenses and for which discrete financial information is available and used by the Chief Operating Decision Maker (“CODM”) to make decisions around resource allocation and review operating results of HomeToGo. HomeToGo identified the CEO of the Company as the CODM and operates under only one operating segment and therefore the consolidated financial information represents the segment reporting. n)Share-based compensation and other employee benefits The Group granted remuneration in the form of share-based payments, whereby management and employees render services as consideration for equity instruments of the Group (equity-settled transactions). The measurement of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model in accordance with IFRS 2. Costs are recognized within profit or loss together with a corresponding increase in equity (share-based payment reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of HomeToGo’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. When the terms of an equity- settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the grant date fair value of the award is credited immediately through profit or loss. The Group sometimes engages in share-based payment transactions to acquire goods or services from parties other than employees, e.g. as part of business combinations. The goods or services received in exchange for shares should be measured at the fair value of those goods or services. It is presumed that the fair value of goods or services can be measured reliably in the case of transactions with parties other than employees. If this presumption is rebutted, the fair value is measured indirectly by reference to the fair value of the equity instruments granted as consideration. Employee services or unidentifiable goods or services are measured indirectly at the date on which the equity instruments are granted. The fair value is not subsequently re- measured after the grant date. Employee Benefits The Group also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of 43 services provided by employees up to the end of the reporting period, using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least 12 months after the reporting period, regardless of when the actual settlement is expected to occur. Termination benefits are payable when employment is terminated by the group before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The group recognizes termination benefits at the earlier of the following dates: (a) when the group can no longer withdraw the offer of those benefits; and (b) when the entity recognizes costs for a restructuring that is within the scope of IAS 37 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value. The Group has long-term incentive plans for two managing directors as a result of a business combination. The managing directors will be entitled to a payment of up to EUR 2.0 million each after fulfilling a service period of 30 months after acquisition and meeting related sales-based performance goals. The liability is presented under long-term financial liabilities and subjected to linear vesting over the service period. If one of the managing directors is leaving before the end of the service period the respective claim is forfeited while the other managing directors claim is not. o)Government grants Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. The Group has chosen to present grants related to an expense item as other operating income in the statement of profit or loss and other comprehensive income. p)Business combinations and goodwill Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value. Acquisition- related costs are expensed as incurred and included in General and administrative expenses. The Group determines if a transaction is to be accounted for as a business combination, using the concentration test and by determining that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organized workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with the changes in fair value recognized in the statement of profit or loss in accordance with IFRS 9. Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to 44 the group of CGUs. The allocation is made to those groups of CGUs that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes, being the one operating segment. HomeToGo Group operates under one segment that comprises seven CGUs. Besides the CGU HomeToGo that comprises the operating entities HomeToGo and Casamundo Management identifies the acquired businesses Feries, Escapada Rural, Smoobu, AMIVAC, e-domizil and SECRA as separate CGUs for the purpose of testing assets, other than goodwill, for impairment. Goodwill is tested for impairment on the basis of the seven combined CGUs as the synergies from the business combinations are benefiting the business of the whole Group. The Group level is the lowest at which management captures information for internal management reporting purposes about the benefits of goodwill. Impairment losses relating to goodwill cannot be reversed in future periods. 5 - New and revised standards New and revised standards issued, but not yet effective At the date of authorization of these financial statements, HomeToGo has not early applied the following new and revised IFRS standards that have been issued, but are not yet effective: New or revised standards – endorsement completed Effective date IFRS 17 Insurance Contracts January 1, 2023 IFRS 17 (A) Insurance Contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information January 1, 2023 IAS 12 (A) Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction January 1, 2023 IAS 1 (A) Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies January 1, 2023 IAS 8 (A) Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates January 1, 2023 (A) Amendment New or revised standards – endorsement outstanding Effective date IAS 1 (A) Presentation of Financial Statements: Classification of Liabilities as Current or Non- current (2020) January 1, 2024 IAS 1 (A) Presentation of Financial Statements: Non-current Liabilities with Covenants (2022) January 1, 2024 IFRS 16 (A) Leases: Lease Liability in a Sale and Leaseback January 1, 2024 (A) Amendment From the standards listed above the only amendments expected to have an impact on the reported assets and liabilities and net income of HomeToGo are the one listed below. The IAS 12 (A) will have an impact on the recognition of deferred tax liabilities and assets from rights of use assets and lease liabilities in the future. So far, the exemption for the initial recognition of a deferred tax resulting from the recognition of a rights of use asset and lease liability according to IAS 12.15 has been availed, which will not be possible anymore. The impact on the consolidated financial statements from the amendments to IAS 1 is not considered to be material. 45 6 - Business Combinations and other acquisitions AMIVAC On August 29, 2021, HS Holiday Search GmbH entered into a share transfer agreement for AMIVAC SAS (“AMIVAC”) whereby the sole shareholder had to sell all shares in AMIVAC if the French workers council agreed to the transaction. With the fulfillment of the condition, HS Holiday Search GmbH entered into a share purchase agreement to acquire 100% of the shares in AMIVAC for EUR 4.2 million with a holdback amount of EUR 1.0 million on October 27, 2021, with the agreed closing date being January 1, 2022. As part of the agreement, the seller carved out all assets related to its vacation business unit and transferred those to AMIVAC until January 1, 2022. As a result, AMIVAC holds three complementary platforms offering vacation rental listings and an IT platform. In addition, the seller provided operational support through a service agreement to run AMIVAC’s vacation rental business as usual during 2022. Given that HomeToGo had no controlling rights as of December 31, 2021, the first-time consolidation of AMIVAC only took place on January 1, 2022. Apart from the holdback amount of EUR 1.0 million, which was shown within other financial liabilities, EUR 3.2 million were fully paid as of December 31, 2021. The final allocation of the consideration to assets and liabilities assumed as of January 1, 2022, as part of the business combination is shown in the following table: (in EUR thousands) Fair Value Cash 150 Intangible assets: trademarks 570 Intangible assets: customer relationships 1,391 Intangible assets: software 117 Contract liabilities (1,132) Net deferred tax liability (155) Net identifiable assets acquired 941 Add: goodwill 3,209 Net assets acquired 4,150 A total deferred tax liability of EUR 155 thousand was recognized based on the local tax rate of 25%. The goodwill recognized as part of the business combination relates to synergy effects with HomeToGo’s marketplace and AMIVAC’s market position within the subscription business. It will not be deductible for tax purposes. The goodwill is allocated to the CGU HomeToGo due to the expected synergy effects with the HomeToGo platform through the access to additional inventory and further traffic. Acquisition related costs of EUR 52 thousand are included in General and administrative expenses in the consolidated statements of comprehensive income. The acquired business contributed Revenues of EUR 2.3 million and a net loss of EUR 0.5 thousand to HomeToGo during the financial year 2022. The composition of the cash consideration, including partial payments of the holdback, and the impact on the consolidated statements of cash flows during the reporting period can be derived from the following table: (in EUR thousands) Cash paid 702 Cash and cash equivalents acquired 150 Net cash paid for AMIVAC 552 EUR 298 thousand of the total consideration are still held back as of December 31, 2022. 46 e-domizil With signing on March 31, 2022, HomeToGo GmbH and e-vacation Group Holding GmbH (the former shareholder) entered into a sale and purchase agreement (‘SPA’) for 100% of the shares in e-domizil GmbH located in Frankfurt am Main, Germany, for a total preliminary consideration of EUR 44.7 million. The total preliminary consideration is composed of a preliminary cash portion in the amount of EUR 42.8 million including a working capital adjustment in the amount of EUR 0.4 million and shares of HomeToGo SE equivalent to the amount of EUR 1.9 million based on the agreed share price at closing date. EUR 4.0 million of the preliminary cash consideration was paid to an escrow account and will be transferred to the former shareholder in November 2023. e-domizil has two subsidiaries that were included in the acquisition: e-domizil AG (located in Zurich, Switzerland) and Atraveo GmbH (located in Düsseldorf, Germany). e-domizil is a marketplace in the industry for alternative accommodations and is focused on the homeowner as a customer. e-domizil simplifies the rental process including the collection process for the homeowner and offers interfaces to third-party systems as well as e-domizil’s own websites. For its services, the subgroup is entitled to commission depending on the rental price. e-domizil was acquired to strengthen the Group's position in the alternative accommodation industry, further increasing its inventory reach. The closing accounts and thus the purchase price determination have not been finalized as of December 31, 2022 due to unforeseen delays in support from seller side. Therefore, the purchase price allocation is subject to changes that might affect the acquired goodwill. The preliminary allocation of the consideration to assets and liabilities assumed as of April 1, 2022, as part of the business combination is shown in the following table: (in EUR thousands) Fair Value Cash 13,311 Intangible assets: trademarks 4,873 Intangible assets: customer relationships 16,765 Intangible assets: software 2,149 Intangible assets: order backlog 6,345 Trade receivables 397 Property plant and equipment 349 Other assets 4,537 Trade payables (2,427) Traveler advance payments (7,878) Contract liabilities (9,251) Other financial liabilities (529) Other liabilities (3,295) Provisions (103) Income tax liabilities (1,075) Net deferred tax liability (9,028) Net identifiable assets acquired 15,140 Add: goodwill 29,537 Net assets acquired 44,677 A total deferred tax liability of EUR 9.0 million was recognized, based on the local tax rate of 30.2%. There were no tax losses carried forward to be considered as deferred tax asset. The goodwill recognized as part of the business combination relates to synergy effects with HomeToGo’s marketplace and e-domizil’s market position within the vacation rental business. It will not be deductible for tax purposes. The goodwill is allocated to the CGU HomeToGo due to the expected synergy effects with the HomeToGo platform through the access to additional inventory and further traffic. The fair value of acquired trade receivables is EUR 397 thousand and equals the gross contractual amount for trade receivables less loss allowances. 47 Acquisition-related costs of EUR 588 thousand are included in General and administrative expenses in the consolidated statements of comprehensive income. The acquired business contributed Revenues of EUR 25.2 million and a net income of EUR 4.0 million to HomeToGo for the period from April 1, 2022, to December 31, 2022. The Revenues vary during the financial year due to the seasonality of the business, with a peak during the summer. If the acquisition had occurred on January 1, 2022, consolidated pro-forma Revenues and net loss for the combined entity (Group + e-domizil) for the financial year 2022 would have been EUR 149.5 million and EUR (56.3) million respectively. These amounts have been calculated using the subsidiaries’ results and adjusting them for •differences in the accounting policies between the group and the subsidiaries, •and the additional depreciation and amortization that would have been charged assuming the fair value adjustments to intangible assets had applied from January 1, 2022, together with the consequential tax effects. The composition of the cash consideration and the impact on the statements of cash flows during the reporting period can be derived from the following table: (in EUR thousands) Cash paid 42,584 Cash and cash equivalents acquired 13,311 Net cash paid for e-domizil 29,273 SECRA After the purchase of a 19% stake in SECRA GmbH ("SECRA GmbH") and SECRA Bookings GmbH ("SECRA Bookings") both located in Sierksdorf, Germany on August 23, 2021 HomeToGo acquired the remaining 81% of the shares of both entities from SECRA Holding GmbH that is owned by the managing directors of both acquired legal entities on May 31, 2022 leading to a business combination that was achieved in stages. The transaction is accounted for as a step acquisition. Before the business combination both SECRA investments were accounted for under IFRS 9 as investments at fair value through profit and loss. The fair value of the SECRA investments immediately before the business combination accounted for EUR 3.4 million in total leading to a loss of EUR (0.2) million from the fair value revaluation incurred for the period January 1 until May 31, 2022 that is presented under finance expenses. Besides the fair value of EUR 3.4 million of the investments already held, the consideration totaling EUR 14.6 million comprises of a cash portion in the amount of EUR 10.0 million, shares of HomeToGo SE equivalent to the amount of EUR 2.0 million and an earn-out liability of 2.6 million. In the event that certain pre-determined revenue targets are achieved by the subsidiaries for the years ending December 31, 2022 and December 31, 2023, an additional contingent consideration of up to EUR 2.7 million may be payable in cash up to three months after the end of each relevant financial year, i.e. 2022 and 2023. HomeToGo recognized a financial liability in the amount of EUR 2.6 million as of the acquisition date. The expectation compared to the preliminary PPA is higher due to better information on the business plan that was not available for the preliminary PPA leading to an adjusting effect to the date of acquisition. The resulting liability is measured at fair value (Level 3) through profit and loss. Management expects the earn-out thresholds to be reached in full in both years. For derivation of the fair value an interest rate of 3.3% has been used. The earn-out is considered as part of the consideration transferred increasing the Goodwill by the fair value assumed as of acquisition date of EUR 2.6 million. From the purchase price, an amount of EUR 4.0 million was transferred to an escrow account and will be payable after December 31, 2024, only if both former shareholders who continue to work for HomeToGo as managing directors do not forfeit their entitlement as a result of specified leaver clauses before that date. In case one of the two managing directors is leaving prior to the end of the respective service period the respective claim of up to EUR 2.0 million per managing director expires. The agreement includes a service component and is accounted for as a separate transaction in accordance with IAS 19. The claims for these escrow amounts are recognized in General and administrative expenses over the vesting period until December 31, 2024 using linear vesting. The object of business of each of the legal entities is the planning, development, provision, and operation of websites including its own listing/online booking portal Ostsee-Ferienwohnungen.de as well as the planning, 48 development, provision, and operation of software solutions for the management of vacation rentals and their marketing via channel management technology. For their services, both the SECRA Bookings and the SECRA GmbH, are entitled to either a subscription fee or a service fee for booking services, depending on the rental price. Thus, Revenues from SECRA are shown under Revenues from Subscriptions & Services. SECRA GmbH and SECRA Bookings were acquired to further strengthen the Group's position in the SaaS and Services sector of the alternative accommodation industry and increasing its inventory reach for the HomeToGo marketplace. The allocation of the consideration to assets and liabilities assumed as of May 31, 2022, as part of the business combination is shown in the following table: (in EUR thousands) Fair value Cash 2,048 Intangible assets: trademarks 2,861 Intangible assets: customer relationships 4,557 Intangible assets: software 1,580 Property plant and equipment 147 Trade receivables 1,027 Income Tax Receivables 80 Other assets 553 Trade payables (89) Other financial liabilities (141) Other liabilities (1,437) Income tax liabilities (218) Deferred tax liability (2,857) Net identifiable assets acquired 8,110 Less: previously held investment of 19% (3,430) Add: goodwill 9,945 Consideration transferred for 81% of SECRA acquired on May 31, 2022 14,625 Thereof: contingent consideration measured at fair value through profit and loss 2,626 The goodwill recognized as part of the business combination relates to synergy effects with HomeToGo’s marketplace and the SECRA’s market position within the SaaS and Services sector. It will not be deductible for tax purposes. The goodwill is allocated to the CGU HomeToGo due to the expected synergy effects with the HomeToGo platform through the access to additional inventory and further traffic. Acquisition-related costs of EUR 115 thousand are included in General and administrative expenses in the consolidated statement of or loss and other comprehensive loss. The acquired business contributed Revenues of EUR 8.9 million and a net loss of EUR 1.2 million to HomeToGo for the period from June 1, 2022, to December 31, 2022. If the acquisition had occurred on January 1, 2022, consolidated pro-forma Revenues and net loss for the combined entity (Group + SECRA) for the financial year 2022 would have been EUR 148.9 million and EUR (53.8) million respectively. These amounts have been calculated using the subsidiaries results and adjusting them for •differences in the accounting policies between the group and the subsidiary, and •the additional depreciation and amortization that would have been charged assuming the fair value adjustments to intangible assets had applied from January 1, 2022, together with the consequential tax effects. The composition of the consideration and the impact on the statements of cash flows during the reporting period can be derived from the following table: (in EUR thousands) Cash paid 10,040 Cash acquired 2,048 Net cash paid for SECRA 7,992 49 7 - Critical accounting judgments, key estimates and assumptions The preparation of HomeToGo’s consolidated financial statements in accordance with IFRS requires Management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying notes disclosures and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Estimates and underlying assumptions are subject to continuous review. Below is a summary of the critical measurement and accounting judgements, including disclosure of the key assumptions used by Management in applying accounting policies based on future developments, and which could have significant effects on carrying amounts stated in the consolidated financial statements, or for which there is a risk that significant adjustments may need to be made to the carrying amount of assets and liabilities in subsequent years. a)Critical accounting judgements Classification of Class A and B Warrants As of September 21, 2021 HomeToGo consummated the de-SPAC transaction. As part of this de-SPAC transaction HomeToGo took over public and non-public warrants, which had been issued by Lakestar SPAC prior to the Transaction and accounted for the assumption of the warrants initially as an equity-settled share- based payment arrangement under IFRS 2, rather than as financial liabilities under IFRS 9. As a result of the IFRS IC agenda decision on Special Purpose Acquisition Companies (SPAC): Accounting for Warrants at Acquisition issued on October 24, 2022), the Group reassessed its accounting for the warrants acquired through the business combination with Lakestar SPAC and recorded such warrants as a financial liability at fair value through profit or loss. For further details regarding the change in accounting policy refer to Note 35 - Change in accounting policy - Classification of warrants. Prior year financial statements including all related notes have been adjusted for that change. Internally generated intangible assets For individual software modules, Management sometimes applies judgement to determine the point in time where research can be separated from development activities. In connection with management judgement about the future economic benefit of software modules, the Group uses assumptions regarding the future performance of the software modules concerned and their implications on the Group's business activities to distinguish between substantial enhancements and maintenance/bug fixing. While development expenses for substantial enhancements are capitalized, efforts for maintenance/bug fixing are operating expenses. In 2022 HomeToGo capitalized EUR 3.8 million (2021:1.5 million) as internally generated software. Government Grants In 2020, HomeToGo received governments grants recognized as income for investment in new employments. The granting of subsidies is subject to the condition that investments are made in permanent jobs and that the payroll exceeds a certain amount in the grant period from August 19, 2019 to February 18, 2023. The management of HomeToGo assumed that the conditions of reaching a certain level of personnel-related expenses are and will be met with reasonable assurance. Therefore, HomeToGo initially recognized the full receivable amounting to EUR 1.9 million under the grant in 2020 from which EUR 0.5 million have already been received in 2021 and further EUR 0.5 million were received in January 2023. As of December 31, 2022 management of HomeToGo has re-estimated the maximum amounts for the payroll and investments that could be reached until the end of the grant period and determined that the maximum amount that could be received under the grant agreement will amount to EUR 1.3 million. Thus, the receivable for the outstanding grant had to be reduced to EUR 0.9 million as of December 31, 2022. Until December 31, 2022 EUR 1.2 million were accrued as other income out of which EUR 0.1 million relate to the fiscal year 2022. 50 b)Key estimates and assumptions Incremental borrowing rate The incremental borrowing rate for lease accounting is determined based on interest rates from various external financial data adjusted to reflect the terms of the lease and the nature of the leased asset. For additional information with respect to extension options refer to Note 4. Impairment of goodwill and trademarks At least annually, or when circumstances indicate a potential impairment event may have occurred, HomeToGo assesses whether goodwill and trademarks acquired in business combinations are impaired. The CGUs which resulted from the business combinations were tested for impairment as part of the annual goodwill impairment test. Key assumptions used in HomeToGo’s impairment assessments of these assets include forecasted cash flows of the business, estimated discount rate, and future growth rates. Management uses internal and external data to develop these key assumptions. This includes consideration of any impact of the Covid-19 pandemic, inflationary pressure including rising interest rates with negative impact on consumers discretionary income, fears in regard to a broader war in Europe and of any impact of the ongoing discussion about climate change. Refer to Note 19 - Intangible assets and goodwill. Litigation HomeToGo Group has set up provisions for litigations that could not be settled by the date the consolidated financial statements of HomeToGo were authorized for issue. The provisions are measured with the best estimate of the amount to be paid. Due to the inherent uncertainty of a litigation the possible financial risk might even be higher than the estimated amount. Refer to Note 26 - Provisions (current and non-current). Fair value determination for share-based payment arrangements and derivative financial liabilities Share-based payment arrangements The Group operates equity-settled share-based compensation plans, pursuant to which certain participants are granted virtual shares or stock options of the Company. Prior to the de-SPAC transaction, due to the lack of quoted market prices prior, the Group determined the grant date fair value for the measurement of the equity- settled transactions at the grant date with a valuation model, considering certain assumptions relating to the volatility of stock price, the determination of an appropriate risk-free interest rate and expected dividends. The share price input is based on the company's valuation. See Note 30 - Share-based payments for details on the plan. In past settlements the beneficiaries' claim was settled partially in equity and cash to fulfill the tax withholding obligations of the Company and transfer the tax payable to the tax authority. In the process an excess amount between the general tax rate applied and the actual personal tax rate was transferred directly to the beneficiary. For future settlements the expected amounts in excess of the employee's tax obligation associated with the share-based payment are accounted for as a cash-settled share-based payment plan. The resulting liability is remeasured at each reporting date. 51 8 - Segment and geographic information In line with the management approach, the operating segment was identified on the basis of HomeToGo’s internal reporting and how the CODM assesses the performance of the business. On this basis, HomeToGo identifies as a single operating and therefore the consolidated financial information represents the segment reporting. In the reporting period two single customers accounted for more than 10% of HomeToGo’s Revenues: Year ended December 31, (in EUR thousands) 2022 2021 Customer 1 28,053 19,114 Customer 2 25,838 30,534 53,891 49,648 Revenues from customers can be attributed to the entity's country of domicile in the amount of EUR 78.0 million, 2021: EUR 30.9 million, the United States of America in an amount of EUR 19.2 million, 2021: EUR 25.7 million and to the rest of world in total EUR 49.6 million, 2021: EUR 38.2 million. Due to the reverse acquisition of HomeToGo SE (formerly Lakestar SPAC) by HomeToGo GmbH in 2021, Germany is still treated as the entity's country of domicile, because the Group's main operations sit here. Non-current assets located in the entity's country of domicile amounting to EUR 119.3 million, 2021: EUR 50.5 million and in all foreign countries amounting to EUR 39.9 million, 2021: EUR 34.6 million. 52 9 - Revenues HomeToGo recognizes its Revenues as follows: Year ended December 31, (in EUR thousands) 2022 2021 Revenues recognized at a point in time CPA 92,593 65,650 thereof CPA Onsite 66,877 31,523 CPA Offsite 25,716 34,127 CPC and CPL 30,587 20,401 Revenues recognized over time Subscriptions & Services 23,660 8,788 146,839 94,839 CPA Onsite reflect Revenues from bookings made directly on HomeToGo platforms while CPA Offsite Revenues are generated on Partner's platforms. For CPA and CPC Revenues, typically the payment occurs shortly after the performance obligation is satisfied. However, for certain agreements, customers pay in advance leading to a certain amount of fees which are presented under contract liabilities. Subscription & Services Revenues are generally collected before the performance obligation is satisfied over time leading to a high balance of contract liabilities, which is subsequently released over the performance period. The 2022 increase in Revenues is explained by the expansion of the Group's business activities, a further increase in travel activity as well as additional Revenues from acquisitions. Revenues recognized in the financial years 2022 and 2021 from contract liabilities were EUR 3.9 million and EUR 2.9 million respectively. All amounts recognized from contract liabilities are recognized as Revenues within the subsequent year. Refer to Note 28 - Other liabilities (current and non-current) for further information on contract liabilities. No information is provided about remaining performance obligations as of December 31, 2022 and December 31, 2021 since all performance obligations are originally expected to be satisfied within one year or less, as allowed by IFRS 15.121. 10 - Cost of Revenues Year ended December 31, (in EUR thousands) 2022 2021 Depreciation and amortization 6,975 866 Hosting and domains 4,363 3,003 Other 863 467 12,202 4,336 Hosting and domains comprise the expenses for server hosting services and the expenses for domain subscriptions. Depreciation and amortization also contains the amortization of the internally generated intangible assets. 53 Overall increase in Cost of Revenues compared to the prior year is mainly due to the amortization of order backlog acquired with e-domizil and increased expenses for hosting and domains due to a higher amount of traffic on the Group's platforms. 11 - Product development and operations Year ended December 31, (in EUR thousands) 2022 2021 Personnel-related expenses 15,854 9,435 Share-based compensation 4,951 8,260 Software expenses 4,651 4,223 Licence expenses 2,024 878 Depreciation and amortization 526 785 Other 671 145 28,678 23,726 Personnel-related expenses for product development and operations comprise expenses for the workforce for development and maintenance of the platform and system infrastructure as well as customer service. Depreciation and amortization relate to the respective assets attributed to this workforce. Other includes overhead costs directly attributable to the product development and operations function. 12 - Marketing and sales Year ended December 31, (in EUR thousands) 2022 2021 Performance marketing 108,404 81,173 Personnel-related expenses 10,080 5,289 Depreciation and amortization 4,902 2,559 Share-based compensation 1,671 5,700 Other 1,227 774 126,284 95,495 Performance marketing relates to paid marketing services, search engine marketing (“SEM”), content marketing and other forms of inbound marketing as well as on- and off-site search engine optimization. Performance marketing activities are scaled to bringing demand to the Group’s booking platforms and converting website visitors to users who make bookings. The increase in 2022 performance marketing expenses results from the Group's increased customer acquisition and retention investments. Personnel-related expenses increased due to acquisitions. 54 13 - General and administrative Year ended December 31, (in EUR thousands) 2022 2021 Share-based compensation 19,030 88,038 thereof: Non-cash listing service expense (de-SPAC Charge) — 70,437 Personnel-related expenses 12,935 6,803 Consulting expenses 7,346 13,079 Expenses for third-party services 3,131 1,829 Expected credit loss and write-offs 1,499 776 License expenses 753 553 Depreciation and amortization 571 480 Other 2,586 1,193 47,851 112,751 The increase in personnel-related expenses is in line with the growth of the Group's number of employees, see Note 18 - Personnel expenses for further details. The increase in expenses for third-party services is related to the Group's increased expenses as a public company. Other have mainly increased due to a donation of EUR 0.5 million. In 2021 expenses for share-based compensation contained a non-cash expense for the listing service of EUR 70.4 million incurred as part of the accounting for the de-SPAC transaction. Consulting expenses are significantly down compared to the prior year due to the Group's increased expenses incurred in the prior year as part of the Transaction. 14 - Other income and expenses Other income includes foreign exchange gains of EUR 1.6 million (2021: EUR 1.6 million) and government grant related income in 2022 of EUR 0.3 million (2021: EUR 9.3 million). Furthermore, other income includes income from the release of a provision in the amount of EUR 0.8 million in 2022 due to the successful conclusion of a legal dispute in favor of the Group in the current year. There are future conditions or other contingencies attached to the expense related grants. HomeToGo did not benefit directly from any other forms of government assistance in 2022. Income from government grants in 2022 is significantly lower than in 2021 due to Covid-19 state aid granted in the prior year. Other expenses include foreign exchange losses of EUR 0.5 million (2021: EUR 0.6 million). 55 15 - Financial result, net Year ended December 31, (in EUR thousands) 2022 2021 (adjusted) Finance income Interest income 5 1 Other 4 18 Income from remeasurement to fair value 8,813 12,415 Finance expenses Interest expenses 521 3,644 Expenses from remeasurement to fair value 757 54,512 Interest expenses on leases 517 517 Other 98 130 Financial result, net 6,928 (46,369) Income from remeasurement to fair value in the amount of EUR 8.8 million in 2022 (2021: expenses of EUR 12.4 million) relates to the remeasurement of warrants, see Note 35 - Change in accounting policy - Classification of warrants for further details. Expenses from remeasurement to fair value include the revaluation of a money market fund in the amount of EUR 0.5 million (2021: EUR 0.0 million) and in the amount of EUR 0.8 million (2021: income from remeasurement to fair value in the amount of EUR 0.4 million) relate to the revaluation of the 19% investment stake in SECRA held immediately before the acquisition of the remaining shares on May 31, 2022, see Note 6 - Business Combinations and other acquisitions for further details. In 2021, expenses from remeasurement to fair value also relate to the remeasurement of embedded derivatives resulting from convertible loans that were fully converted into shares of the Company in the prior year. 16 - Income taxes The HomeToGo SE is subject to taxation under the laws of Luxembourg. In 2022, the overall tax rate is 24.94% (2021: 24.94%), consisting of corporate tax rate of 17%, a 7% solidary surcharge on the corporate tax rate and a municipal business tax rate of 6.75%. Year ended December 31, (in EUR thousands) 2022 2021 Current tax (2,567) (207) Deferred tax 7,806 5 Income tax 5,239 (202) Current taxes in 2022 comprise an amount of EUR 0.2 million related to prior year income taxes (2021: nil). 56 The following table shows the reconciliation between the expected and the reported income tax expense: Year ended December 31, (in EUR thousands) 2022 2021 (adjusted) Loss before tax (58,738) (176,823) Tax at the expected group tax rate (24.94%, 2021: 24,94%) 14,649 44,100 Tax effects of: Deviations from group tax rate 24.94% (2021: 24,94%) 4,198 7,957 Tax effect due to changes of tax rate 326 — Taxes relating to other periods (240) — Share-based compensation programs (6,657) 17,498 Listing service fee de-SPAC transaction — (21,083) Permanent differences (321) (3) Non-deductible expenses (63) (366) Non-recognition of DTA on current year tax losses (8,560) (38,887) Non-recognition of DTA on temporary differences 2,056 (9,378) IRE Leasing and dismantling obligation (28) (125) Other tax effects (122) 86 Total income tax expense 5,239 (202) Effective total income tax rate (%) (8.92)% 0.12% 17 - Earnings (loss) per share Basic earnings per share: Year ended December 31, 2022 2021 (adjusted) Net income (loss) for the period (in EUR thousands) (53,499) (177,042) Weighted average number of ordinary shares issued 113,367,886 79,619,166 Total basic and diluted earnings per share attributable to the ordinary equity holders of the Company (in EUR) (0.47) (2.22) For details on the composition of equity refer to note 24 - Shareholder’s equity. For the calculation of diluted earnings per share, the share-based payment programs were considered. In accordance with IAS 33.58, settlement in ordinary shares was assumed for contracts where the Company has the option to settle in cash or in ordinary shares. These potential ordinary shares were not taken into account, because the effect on loss per share would have been antidilutive. As a result, basic earnings per share corresponds to diluted earnings per share. Number of potential ordinary shares: As of December 31, 2022 2021 Share-based payment programs 11,130 33,868 11,130 33,868 57 18 - Personnel expenses The average number of employees is presented below: Year ended December 31, (Number of employees) 2022 2021 female 256 161 male 325 211 Total 581 372 Employee benefits expense are composed of the items as shown in the following table: Year ended December 31, (in EUR thousands) 2022 2021 Wages and salaries 23,220 14,258 Social security expenses 7,015 4,964 thereof: Retirement benefit costs 38 6 58 19 - Intangible assets and goodwill (in EUR thousands) Goodwill Trade- marks and domains Software and licenses Internally generated software Customer relation- ships Order Backlog Intangibl e assets Cost As of January 1, 2021 25,654 7,033 548 4,300 10,105 1,249 48,890 Additions — — 1 — — — 1 Additions from business combinations 14,664 1,849 2,475 — 2,328 — 21,317 Additions from internal development — — — 1,545 — — 1,545 As of December 31, 2021 40,318 8,882 3,024 5,845 12,433 1,249 71,752 Accumulated amortization and impairment As of January 1, 2021 — 1,675 109 2,306 1,980 1,249 7,319 Amortization charge of the year — 828 193 867 1,184 — 3,072 As of December 31, 2021 — 2,503 302 3,173 3,164 1,249 10,391 Carrying amount As of January 1, 2021 26 5 439 2 8 — 42 As of December 31, 2021 40,318 6,379 2,722 2,672 9,270 — 61,361 Cost As of January 1, 2022 40,318 8,882 3,024 5,845 12,433 1,249 71,752 Additions — 1 187 — — 188 Additions from internal development — — — 3,828 — — 3,828 Additions from business combinations 43,381 8,423 3,731 — 22,728 6,345 84,607 Disposals — (184) (27) — — — (211) Reclassifications — (361) (414) 571 (163) — (367) As of December 31, 2022 83,699 16,761 6,502 10,244 34,998 7,594 159,798 Accumulated amortization and impairment As of January 1, 2022 — 2,503 302 3,173 3,164 1,249 10,391 Amortization charge of the year — 1,321 1,111 1,139 3,040 4,759 11,370 Disposals — — (1) — — — (1) Reclassifications — (545) 559 (218) (163) — (367) As of December 31, 2022 — 3,279 1,971 4,095 6,040 6,008 21,393 Carrying amount As of January 1, 2022 40,318 6,379 2,722 2,672 9,270 — 61,361 As of December 31, 2022 83,699 13,482 4,530 6,150 28,958 1,586 138,405 Amortization in relation to trademarks and domains and customer relationships are presented within marketing sales expenses, while order backlog and internally generated software amortization is presented within cost of revenues. Material intangible assets comprise of the following: 59 (in EUR thousands) 2022 2021 Remaining useful life as of Dec 31, 2022 Trademarks 13,481 6,564 e-domizil GmbH 3,783 — 9 years SECRA Bookings GmbH 2,694 — 9 years Casamundo GmbH 2,135 2,492 6 years Smoobu GmbH 1,510 1,695 8 years Feries Srl 1,076 1,265 6 years Customer relationships 28,958 9,270 e-domizil GmbH 15,507 — 9 years SECRA Bookings GmbH 4,291 — 9 years Escapada Rural S.L. 2,725 3,115 7 years Feries Srl 2,196 2,584 6 years Smoobu 1,901 2,134 8 years The intangible assets were identified as part of the business combination in the corresponding period. Refer to Note 6 - Business Combinations and other acquisitions for further information. Goodwill impairment test The recoverable amount of the group of CGUs is determined based on the value in use. The key assumptions for determining the value in use are those regarding the cash flows, discount rates and growth rates. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industry and have been based on historical data from both external and internal sources. The future cash flows were estimated with the underlying assumption that the Covid-19 pandemic opened up an increased market potential for vacation rentals as more traveler used vacation rental for the first time to avoid hotel accommodations. These travelers saw the benefits of vacation rentals and thus, there is the assumption for a sustainable positive trend in the upcoming years. In addition, the pandemic has provided an additional market potential for remote working while traveling, or "workation". Travelers are enabled by their employers to extend their holidays and to work for example a week ahead of the actual holidays or a week after at the destination of their travel. Thus, travelers are staying in a holiday area for three weeks instead of two weeks. Further, the Management Board sees travelers becoming longer term rental customers, for example staying over the winter abroad instead of for example in Germany. Before the pandemic this was not an option for the majority of employees. These effects, combined with the Group’s ambitious measures to grow the business as an OTA, are driving a more optimistic business plan post COVID-19 and therefore higher Revenues and EBITDA. Moreover, the increasing awareness in respect of the ecological impact of air travel contributes to the general trend to prefer domestic or nearby vacation destinations. With its innovative platforms and an increasing number of users and website visitors, the Management Board believes that HomeToGo is well placed with its offerings to meet that expected change in travelling behavior and therefore expects that it will be able to achieve its growth ambition. On that basis, the Group expects significant double- digit growth over the next years. Hence, significant progress is already expected for 2023. The cash flow projections are based on a detailed business plan for 5 years. Due to the high growth stage of HomeToGo, the business plan was prolonged by four further planning years (based on yearly assumptions regarding the net sales and margin development) to reflect a step-by-step declining growth of the Group until the terminal value. Management estimates discount rates as a pre-tax measure derived from the historical industry average weighted-average cost of capital. The WACC takes into account cost of equity and cost of debt, weighted according to the portion of debt and equity in the Group's target capital structure. The cost of equity and cost of debt are derived from the expected return an investor would require for an equity investment or debt investment with similar risk. Segment-specific risks of the travel market are incorporated by applying a beta factor. The beta factor is evaluated annually based on publicly available market data of comparable companies. 60 Adjustments to the discount rate are made to reflect a pre-tax discount rate. The additional basis was a market risk premium and the risk-free interest rate. The growth rates are based on industry growth forecasts. For 2022, Management has considered the lower end of commonly applied growth rates to be appropriate as the planned growth for the coming years is expected to exceed industry growth but will level out the long-term. Financial Year 2022 2021 Discount rate (pre-tax) 18.4% 14.9% Growth rate 1.0% 2.0% During the periods presented, no impairment was recognized. No change in a key assumption considered possible by management would cause the carrying amount to exceed the recoverable amount. Even if the free cash flows decreased by 50 % or the terminal growth rate was 0%, this would not result in any impairment. 61 20 - Property, plant and equipment (in EUR thousands) Right-of- Use Real Estate Right-of- Use Asset Car Leasing Leasehold improveme nts Other equipment, factory and office equipment Total property, plant and equipment Cost As of January 1, 2021 16,512 18 2,104 649 19,284 Additions 19 — 54 324 396 Additions from business combinations — 27 — 10 37 Disposals (32) — — (23) (55) As of December 31, 2021 16,499 45 2,158 960 19,662 Accumulated depreciation and impairment As of January 1, 2021 2,221 18 232 399 2,870 Depreciation charge of the year 1,304 6 138 170 1,618 Disposals — — — (22) (22) As of December 31, 2021 3,525 24 370 547 4,466 Carrying amount As of January 1, 2021 14,291 — 1,872 250 16,413 As of December 31, 2021 12,974 22 1,788 412 15,197 Cost As of January 1, 2022 16,499 45 2,158 960 19,662 Additions 537 — 35 354 926 Additions from business combinations 470 — — 32 503 Disposals — — — (110) (110) As of December 31, 2022 17,506 45 2,193 1,237 20,982 Accumulated depreciation and impairment As of January 1, 2022 3,525 24 370 547 4,466 Depreciation charge of the year 1,232 12 135 225 1,605 Disposals — — — (109) (109) As of December 31, 2022 4,757 36 505 664 5,962 Carrying amount As of January 1, 2022 12,974 22 1,788 412 15,197 As of December 31, 2022 12,749 10 1,687 573 15,022 Leasing activity during the reporting periods presented is comprised of office buildings and cars. The most significant contract, which commenced in 2020, is the office building in Berlin, also resulting in significant dismantling obligations. Expenses related to low value leases and short-term leases amounted to EUR 15 thousand in the financial year 2022 (2021: EUR 8 thousand) and to EUR 100 thousand in the financial year 2022 (2021: EUR 270 thousand), respectively. The total cash outflow for leases amounted to EUR 1,507 thousand in 2022 (2021: EUR 1,512 thousand). It includes the payment of the principal amounts, interest and short-term and low value leases. 62 Extension options are assumed to be reasonably certain to be exercised for all leases and are therefore considered within the calculation of the right-of-use assets and lease liabilities. Lease liabilities are included in Other liabilities. See Note 27 - Other financial liabilities (current and non- current). For the interest expense related to leases refer to Note 15. 21 - Trade and other receivables (current and non-current) Current trade and other receivables consist of: December 31, (in EUR thousands) 2022 2021 Trade receivables 13,544 9,755 Other receivables 921 9,237 14,464 18,992 The increase in trade receivable is related to the growth in business activity and corresponds to the increase in revenues in 2022. Other receivables declined as of December 31, 2022, compared to the prior year due to a government grant paid in 2022. 22 - Other financial assets (current and non-current) Other current financial assets consist of: December 31, (in EUR thousands) 2022 2021 Money market fund 49,507 99,965 Deposits 2,270 1,995 51,777 101,960 The current portion of other financial assets contains an investment into a short-term money market fund accounted for at fair value through profit and loss, from which a portion amounting to EUR 50.0 million was sold during 2022. Other non-current financial assets consist of: December 31, (in EUR thousands) 2022 2021 Deposits 5,504 1,502 Financial asset at fair value through profit or loss — 3,597 Payments in advance for business combination — 3,150 5,504 8,249 Refer to section 6 - Business Combinations and other acquisitions on the details relating to the derecognition of Financial asset at fair value through profit or loss for the 19% acquired in 2021 for both SECRA Bookings GmbH and SECRA GmbH. Payments in advance for business combination represent payment in advance for the acquisition of AMIVAC made in the prior year. 63 The increase in deposits is mainly explained by the acquisition of SECRA. As agreed in that acquisition EUR 4.0 million have been transferred to an escrow account. This deposit will be used to settle the liability to the former shareholders building up until 2024 in other financial liabilities, refer to note 6 - Business Combinations and other acquisitions for further details. 23 - Other assets (current and non-current) Other current assets consist of: December 31, (in EUR thousands) 2022 2021 Other non-financial assets 466 1,695 Other tax receivables 774 1,253 Prepaid expenses 3,659 2,399 Advance payments made 633 — 5,533 5,347 Prepaid expenses have increased following the closing of new IT infrastructure agreements with prepayments. Other non-current assets consist of: December 31, (in EUR thousands) 2022 2021 Other tax receivables 28 187 Prepaid expenses 58 65 Other non-financial assets 57 6 143 258 64 24 - Shareholder’s equity The different shareholder classes can be summarized as follows: @ HomeToGo SE shares (0.0192 EUR nominal value) Commo n Shares Series A Shares Series B Shares Series C Shares Series C1 Shares Series C2 Shares Series C3 Shares Series C3/Fall 2018 Series C4 Class A Shares Class B2 Shares Class B3 Shares As of January 1, 2021 36,736 15,488 13,618 10,030 645 5,160 7,837 3,709 Conversion of convertible loans 18,438 Conversion of earn outs 1,290 Capital reorganization (36,736) (15,488) (13,618) (10,030) (645) (5,160) (7,837) (4,999) (18,438) 80,793,077 Shares issued in recapitalization, net of redemptions 30,051,667 2,291,667 2,291,666 Shares issuance for PIPE financing 7,500,000 Share-based compensation 4,210,905 As of December 31, 2021 — — — — — — — — — 122,555,649 2,291,667 2,291,666 Share-based compensation 1.055.640 Distribution of treasury shares as consideration transferred in business combinations 1,152,148 As of December 31, 2022 — — — — — — — — — 123,707,797 2,291,667 2,291,666 On September 21, 2021 HomeToGo GmbH and Lakestar SPAC (now HomeToGo SE) consummated the BCA which led to the listing on the Frankfurt Stock Exchange and a capital reorganization of the Group. The Company's Class A through Class B3 Shares in HomeToGo SE are non-par value shares and have been fully paid. Class A Shares are publicly traded. As part of the de-SPAC transaction in September 2021 a total of 10.1 million Class A Shares were redeemed against capital reserves. Regarding the current stock of these treasury shares, reference is made to the following paragraph under "Treasury Shares". Class B1 to B3 Shares are neither redeemable nor transferable, assignable or sellable other than to the members of the Management or Supervisory Board. Holders of Class A to B3 Shares are entitled to the same dividend and liquidation rights and have one vote per share at general meetings. As part of the consummation of the de-SPAC transaction all Class B1 shares were automatically converted into Class A Shares at a ratio one for one. As at December 2022 and 2021, 4,583,333 Class B shares are issued and outstanding. All Class B2 Shares will automatically convert into Class A Shares at a ratio one for one, once the closing price of the Class A Shares for any ten trading days within a thirty trading day period exceeds EUR 12. Similarly, all Class B3 Shares will automatically convert into Class A Shares at a ratio one for one, once the closing price of the Class A Shares for any ten trading days within a thirty trading day period exceeds EUR 14. There is no expiry date for the conversion of Class B2 Shares or Class B3 Shares into Class A Shares. Capital reserves Subscribed capital and capital reserves include received capital through the issuance of shares for cash or premium in kind. See above for share issuances during the presented periods. Retained earnings Retained earnings include the accumulated losses attributable to the shareholders. Treasury Shares Treasury shares are shares in HomeToGo SE that are held by the Company as a result of the redemption process as part of the de-SPAC transaction in September 2021. Shares redeemed in 2021 were recognized at their redemption price of EUR 10.00 per share and deducted from equity attributable to the owners as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any 65 consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Company. As of the reporting the number of treasury shares held is 8.1 million (2021: 10.1 million). Foreign currency translation reserve Exchange differences arising on translation of the foreign controlled entity are recognized in other comprehensive income, as described in Note 4 b), and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. Share-based payments reserve The share-based payments reserve is used to capture the effect of share-based payment transactions. The Group operates share-based payment plans, see Note 30 - Share-based payments for details of these plans. The Company does not reclassify amounts for vested awards to other equity items. 25 - Borrowings The following table provides an overview on the outstanding loans within the Group as of December 31, 2022: Debtor Loan Amount (in EUR thousands) Payout date Maturity Nominal interest rate Carrying amount (in EUR thousands) HomeToGo GmbH 6,000 February 2020 December 2023 4.35% 1,500 HomeToGo GmbH 10,000 February 2021 September 2025 2.12% 6,333 Feries S.r.l. 400 August 2020 August 2025 1.50% 278 Escapada Rural S.L. 500 May 2020 June 2023 2.50% 85 Escapada Rural S.L. 300 May 2020 June 2025 1.55% 177 Adrialin d.o.o 100 February 2022 September 2027 0.25% 100 The following table provides an overview on the outstanding loans within the Group as of December 31, 2021: Debtor Loan Amount (in EUR thousands) Payout date Maturity Nominal interest rate Carrying amount (in EUR thousands) HomeToGo GmbH 6,000 February 2020 December 2023 4.35% 3,000 HomeToGo GmbH 10,000 February 2021 September 2025 2.12% 8,414 Feries S.r.l. 400 August 2020 August 2025 1.50% 376 Escapada Rural S.L. 500 May 2020 June 2023 2.50% 337 Escapada Rural S.L. 300 May 2020 June 2025 1.55% 252 66 26 - Provisions (current and non-current) Provisions consist of: 2022 (in EUR thousands) Dismantling Other Total Beginning of financial year 483 807 1,290 Additions — 1,683 1,683 Acquired through business combination — 103 103 Releases — (837) (837) End of financial year 483 1,680 2,163 Thereof: non-current 483 35 518 Thereof: current — 1,645 1,645 2021 (in EUR thousands) Dismantling Other Total Beginning of financial year 112 1,175 474 Additions 371 83 1,237 Utilizations — (451) (48) End of financial year 483 807 1,290 Thereof: non-current 431 751 1,182 Other provisions include provisions with regard to employment lawsuits, which were not decided in or out of court at the time this annual report was prepared. The prospects of success are uncertain at the time of writing due to the lack of a supreme court ruling in similar cases. The total amount of the provision for litigation amounts to EUR 1.3 million and reflects the Managements' best estimate of the amount probable to be paid resulting from the suits. The provision for dismantling relates to HomeToGo's dismantling provisions for leasehold improvements. 27 - Other financial liabilities (current and non-current) Other current financial liabilities consist of: December 31, (in EUR thousands) 2022 2021 Lease liabilities 1,512 1,228 Other financial liabilities 3,064 7,657 Traveler advance payments owed to Homeowners 5,480 — 10,057 8,885 Other financial liabilities included a liability for the holdback as part of the acquisition of Smoobu in the amount of EUR 5.0 million as of the prior year that was paid in 2022 and explains the decrease in carrying amount during the reporting period. Current other financial liabilities contain traveler advance payments collected in the amount of EUR 5.5 million as of December 31, 2022 (2021: nil). These advance payments mainly relate to the newly acquired entity e- domizil that provides collection services for their home owners. As part of these payment services, e-domizil collects travelers' advance payments as well as advance payments for the booking services prior to the traveler's check-in at the booked accommodation. The travelers' advance payments that e-domizil needs to transfer to the homeowners right before check-in of the traveler are shown here under Other financial 67 liabilities, while the advance payments received for booking services are presented under Contract liabilities as part of Other liabilities (current). Refer to the table under Note 28 - Other liabilities (current and non-current). The amount of traveler advance payments as a portion of cash and cash equivalents with an amount of EUR 2.3 million as of December 31, 2022 (2021: nil) is subject to statutory restrictions and not available for general use by the Group. Other non-current financial liabilities consist of: December 31, (in EUR thousands) 2022 2021 (adjusted) Lease liabilities 12,787 12,949 Class A and Class B Warrants 1,425 10,238 Other financial liabilities 1,305 15,517 23,192 Other financial liabilities include a liability arising from a service component as part of the SECRA business combination leading to a payable of up to EUR 4.0 million until December 31, 2024, refer to 6 - Business Combinations and other acquisitions for further information.Class A and Class B Warrants include public and non-public warrants, which had been issued by Lakestar SPAC prior to the de-SPAC transaction in September 2021 of EUR 1.4 million. On February 19, 2021, the Company issued 9,166,666 Class A Warrants for a price of EUR 10.00 per unit. Class A Warrants are publicly traded under ISIN of LU2290524383. Each Class A Warrants entitles its holder to subscribe for one Class A Share, with a stated exercise price of EUR 11.50 subject to customary anti-dilution adjustments. Holders of Class A Warrants can exercise the warrants on a cashless basis unless the Company elects to require exercise against payment in cash of the exercise price. Class A Warrants may only be exercised for a whole number of shares. Class A Warrants expire five years from the date of the consummation of the de-SPAC transaction, consummated on September 21, 2021, or earlier upon redemption or liquidation. The Company may redeem Class A Warrants upon at least 30 days’ notice at a redemption price of EUR 0.01 per Class A Warrant (i) if the closing price of its Class A Shares for any 20 out of the 30 consecutive trading days following the consummation of the Business Combination equals or exceeds EUR 18.00 or (ii) if the closing price of its Class A Shares for any 20 out of the 30 consecutive trading days following the consummation of the Business Combination equals or exceeds EUR 10.00 but is below EUR 18.00, adjusted for adjustments to the number of Class A Shares issuable upon exercise or the exercise price of Class A Share as described in the prospectus. Holders of Class A Warrants may exercise them after the redemption notice is given. On February 18, 2021, the Company issued 5,333,333 Class B Warrants at a price of EUR 1.50 per warrant. Class B Warrants are identical to the Class A Warrants underlying the Units sold in the private placement, except that the Class B Warrants are not redeemable and may always be exercised on a cashless basis while held by the SPAC Founders or their Permitted Transferees (defined in the prospectus). Class B Warrants are not part of the private placement and are not listed on a stock exchange. Please refer to note 35 - Change in accounting policy - Classification of warrants for further information on presentation and valuation of warrants. 68 28 - Other liabilities (current and non-current) Other current liabilities consist of: December 31, (in EUR thousands) 2022 2021 Personnel-related liabilities 3,883 1,652 Other tax liabilities 637 570 Other non-financial liabilities 3,394 2,450 Contract liabilities 11,909 3,864 19,824 8,535 Other non-current liabilities consist of: December 31, (in EUR thousands) 2022 2021 Personnel-related liabilities 393 322 Other non-financial liabilities 11 795 404 1,117 Other non-financial liabilities mainly relate to the deferred government grant. 69 29 - Deferred taxes The change in deferred tax liabilities (DTLs), net was recognized as income tax expense (income) or through acquisition of subsidiaries during 2021 and 2022. The unrecognized deferred tax assets (DTAs) amount to EUR 63.0 million (2021: EUR 59.8 million) and are mainly attributable to EUR 430 million (2021: EUR 381 million) for unused tax losses and EUR 22.1 million (2021: EUR 10.2 million) unrecognized temporary differences. The tax losses only incurred in Germany and Luxembourg. EUR 205 million (2021: EUR 182 million) of the tax losses are attributable to German corporate income tax and EUR 203 million (2021: EUR 180 million) to German trade tax. There is no expiry date for the cumulative tax losses except for tax losses in the amount of EUR 281 million (2021: EUR 19 million) in Luxembourg, which will expire after 17 years according to local tax regulations. The Group has recognized a DTA on tax losses that arose in Luxembourg for HomeToGo SE of EUR 64 million, mainly explained by the impairment of the investment in HomeToGo GmbH, netted by a DTL arising from temporary difference on the investment held in the subsidiary of EUR 64 million. The Group has further unused tax losses that arose in Luxembourg of EUR 22 million (2021: EUR 18 million) that is available for 17 years, following the year in which incurred, for offsetting against future taxable profits of the Company. No DTA has been recognized in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group. They have arisen in Luxembourg, where there's neither taxable income in current year nor is expected in the incoming years. There are no other tax planning opportunities or other evidence of recoverability in the near future. There are temporary differences resulting from the Group's share-based compensation programs due to different valuation methods according to IFRS and the tax base, leading to EUR 20.7 million deductible differences according to IFRS compared to the tax base in 2022. It is uncertain to which extent and when these temporary differences would reverse. They cannot be measured reliably as the future settlements of claims resulting from exercises are dependent on several external factors that cannot be predicted reliably, especially considering the Company's short history on the stock exchange. Thus, for these temporary differences no DTA was recognized as December 31, 2022. For the Class A and Class B Warrants, a DTA of EUR 0.4 million (2021: EUR 2.6 million) was not recognized as it has been considered not recoverable. The total amount of temporary differences associated with investments in subsidiaries for which DTLs have not been recognized amount to EUR 1.3 million (2021: EUR 0.3 million). December 31, (in EUR thousands) 2022 2021 Deferred tax liabilities, net Beginning of fiscal year (3,874) (2,236) Recognized through profit or loss 7,806 5 Recognized through acquisition of subsidiaries (11,863) (1,643) End of fiscal year (7,930) (3,874) Deferred tax assets and liabilities are recognized for the following types of temporary differences and tax loss carryforwards. 70 December 31, 2022 2021 Deferred tax Deferred tax (in EUR thousands) Assets Liabilities Assets Liabilities Intangible assets (16,890) — (5,963) Financial assets — (64,579) — — Other assets 15 (176) — — Provisions 148 — 247 (3) Trade payables — — 47 — Other liabilities — — 6 — Tax losses 73,553 — 1,792 — Total Gross 73,715 (81,645) 2,092 (5,966) Offsetting (73,715) 73,715 (2,092) 2,092 Total after offsetting — (7,930) — (3,874) 71 30 - Share-based payments Virtual Option Plans prior to the de-SPAC - General Prior to the de-SPAC, HomeToGo had implemented several virtual stock option programs ("VSOPs"). These old programs were closed or settled as part of the de-SPAC transaction, i.e. no new beneficiaries can enter these programs and no further awards are granted to existing beneficiaries. In the financial year 2022, these programs were continued in an ordinary course considering settlements for leavers and releases of the IFRS 2 reserve in case of targets not being met for some performance-dependent vesting of options. All material terms and conditions and the classification remain unchanged. The number of virtual options of all share-based payment programs other than the new long-term incentive program that is further described below developed as follows: 2022 Number of virtual options Weighted average of exercise prices Outstanding as of Jan 1 17,057 3,057 forfeited during the year 1,160 87 exercised during the year 4,768 2,934 Outstanding as of Dec 31 11,130 3,419 Of the outstanding 11,130 options as of December 31, 2022, 1,961 were vested. These options are exercisable at the next scheduled settlement date since December 31, 2022 that took place in January 2023. The liability for cash-settled obligations resulting from the settlement process as of December 31, 2022 amount to EUR 0.4 million and was measured at the share price as of December 31, 2022 of EUR 2.0. New long-term incentive program - LTI In 2022 a new long-term incentive ("LTI") program was established and during the interim period, for the new LTI several grant agreements were made. The LTI comprises two different virtual programs, the Virtual Stock Option Program (VSOP 2022) and the Restricted Stock Unit Program (RSUP 2022). Under both programs, Virtual Stock Options (VSOs) and Restricted Stock Units (RSUs) are granted to beneficiaries at the same time. Both the VSOP 2022 and the RSUP 2022 entitle the beneficiary to receive a cash payment upon exercise of their VSOs / RSUs. The target group for the LTI are HomeToGo's employees, advisors of the Group as well as managing directors of affiliated companies. For the Management Board, a similar program was launched with slightly different terms to comply with rules for Management Board remuneration. General Terms and conditions - LTI The participants can select the allocation of their overall grant between VSOP 2022 and RSUP 2022. Both programs differ in terms of the risk profile from the perspective of the beneficiaries, because the RSUs do not have a strike price, whereas the VSOs do. As of December 31, 2022, the aggregate maximum plan volume of the RSUP 2022 and VSOP 2022 was limited to the value of 1,225,556 Class A Shares of the Company. VSOs / RSUs may be granted to the participants in one or more tranches at any time until the end of the year 2025. Therefore, hereinafter the two programs are described together as one program and specified terms and conditions of each program are highlighted if necessary. VSOs / RSUs are granted to the respective beneficiary based on the terms stipulated in each program by concluding an individual grant agreement between the respective beneficiary and HomeToGo. All grants are subject to a service condition. The strike price for the VSOs is specified in the individual grant agreement with the beneficiary and is always calculated based on the average share price of the last ten trading days prior to the respective grant date. RSUs are granted without a certain strike price. The vesting period for the VSOs / RSUs is two years in total, and the vesting period shall begin following the grant date or another vesting start date specified in the grant agreement. For the first year, there is a cliff in the case of new hires and a quarterly vesting in the second year. For existing employees, the number of granted 72 VSOs / RSUs shall vest, unless otherwise determined in the grant agreement, in installments of 1/8 for each full quarter on a linear basis. After the exercise of the RSUs the beneficiary shall have a payment claim against the Company equal to HomeToGo's share price at the time of the exercise. The exercise of the VSOs shall lead to a payment claim equal to the difference between the share price at the time of exercise and the individual strike price stipulated in the grant agreement. The beneficiary may exercise the VSOs / RSUs within three years following the vesting date. VSOs / RSUs do no need to be exercised collectively, i.e. some parts of the grants may already be exercised while others are still vesting. HomeToGo is entitled, in its sole discretion, to fulfill the payment claim in whole or in part by transfer of shares, in lieu of paying a cash amount, based on the share price then applicable. Special Terms and conditions - LTI for Management Board The terms and conditions of the LTI for the Management Board are generally in line with the terms and conditions described above except for the following: •The aggregate maximum plan volume of the MB-RSUP 2022 and the MB-VSOP 2022 shall be limited to the value of 2,979,058 Class A Shares of the Company. •The vesting period for the VSOs / RSUs is four years instead of two. •There is mandatory cliff of one year. Classification and accounting - LTI The classification of the VSOP and RSUP do not differ from the classification of the previous Virtual Option Plans of the Group. Since HomeToGo has a settlement choice in its sole discretion and has the ability to fulfill the payment claim through shares of the Company, based on the assessment of the Company’s intent and past practice in the Group's other share-based compensation schemes, the LTI is classified as equity-settled. Hence, the fair value of each VSO / RSU is determined at the grant date, as further described below. Vesting conditions are treated as graded, depending on the individual terms and conditions summarized above. HomeToGo recognizes personnel expenses related to employee services as they are received. The communication of the grant promise (= entitlement) with the amount of the grant and the other major terms and conditions is treated as the earlier service commencement date as per IFRS 2 IG4, notwithstanding that the beneficiary may still choose from the allocation of VSOs / RSUs. In case a beneficiary is already performing his service knowingly of his future LTI grant and a specified vesting start date, the vesting start date is considered the earlier service commencement date, and the expenses are already recognized as of the vesting start date. In the IFRS 2 valuation, management estimates the grant date fair value for the purpose of recognizing the expense during the period between the earlier service commencement date and the grant date. Management will revise the estimate in each reporting period until the grant date has been established. Fair value measurement - LTI For the RSUs the fair value at the grant date is determined by the share price at grant date since these do not have a certain strike price. For the VSOs the fair value at the grant date is determined by the Company using the Black-Scholes-option pricing model and a binomial option pricing model of Cox-Ross-Rubinstein, as the option can only be exercised at several discrete points in time. The fair value was measured based on the following significant parameters: a weighted average share price of EUR 4.0, a volatility of 45.73%, a risk-free interest rate of 0.45%, and a dividend yield of 0.0%. Due to the fact that there is not sufficient historical data of the share price of the Company available the expected volatility was derived from the historical volatility of peer group companies. The exercise of the VSOs may take place in tranches after the respective vesting date and up to three years afterward. The weighted average term of the virtual shares outstanding is 4.4 years. The valuation resulted in a weighted average fair value of EUR 1.70 per virtual share. The number of VSOs / RSUs of the new LTI program developed as follows during the period ending December 31, 2022: 73 2022 2022 Number of VSOs Weighted average of exercise prices Number of RSUs Weighted average of exercise prices granted during the year 11,578,406 3.50 2,033,537 — forfeited during the period 82,778 3.17 14,227 Outstanding as of December 31 11,495,628 3.50 2,019,310 — The total expenses in relation to all existing share-based compensation including the virtual option plans prior to the de-SPAC are allocated as follows: Year ended Dec 31, (in EUR thousands) 2022 2021 Product development and operations 4,951 8,260 Marketing and sales 1,671 5,700 General and administrative 19,030 88,037 Total 25,652 101,997 The IFRS 2 reserve thus developed as follows: 2022 2021 Change Change January 1 68,744 22,148 Acquisition Mapify — 172 Conversion of Earn Outs — (515) Lakestar SPAC Listing Service Fee — 70,437 VSOP Exercise equity settlement (6,248) (12,774) VSOP Exercise tax settlement charge (1,787) (30,495) VSOP Exercise cash settlement charge not through Profit or loss (423) (3,524) Regular VSOP charge 25,350 23,296 Year end 85,636 68,744 31 - Related party transactions HomeToGo’s related parties are comprised of a significant shareholder of HomeToGo, the members of the Management Board and the Supervisory Board, the close members of the family of these persons and controlled entities by these persons. Entities with significant influence over the Group Until the Transaction, the largest shareholder of the Group had significant influence over the Group and constituted a related party according to IAS 24. Since this investor was also represented on the Supervisory Board of HomeToGo SE until June 30, 2022, the investor was still assumed to have significant influence over the Group until that date, although the percentage share in the parent company significantly reduced through the Transaction. This shareholder participated in the convertible loan in March 2021 with EUR 3.0 million. Key management personnel of the Group The Management Board as well as the Supervisory Board of the Group constitute the key management personnel and therefore related persons according to IAS 24 for HomeToGo. 74 Compensation paid and granted to the key management personnel is summarized in the table below. December 31, (in EUR thousands) 2022 2021 Short-term benefits 1,435 1,020 Share-based payments 20,667 15,660 22,102 16,680 Share-based payments expenses for key management personnel arose from the Virtual Stock Option Program and Long-Term Incentive Plans described under Note 30 - Share-based payments. The Group has not granted any loans, guarantees, or other commitments to or on behalf of any of the related persons. Other than the remuneration disclosed above the following transactions occurred with entities controlled by key management personnel: OneUkraine gGmbH, a German non-profit limited liability company and related party to the Group due to its affiliation to members of the Management and Supervisory Board, received a donation amounting to EUR 500 thousand from the Group to provide sustainable humanitarian relief to the Ukrainian people at home and abroad. NFQ UAB Technologies ("NFQ") a software company registered in the Republic of Lithuania, has been identified as a related party according to IAS 24. During the reporting period, an agreement with NFQ has been in place on the provision of certain software development services, office space and other services by NFQ to entities of HomeToGo for cash consideration. Other services mainly include the provision of payroll, accounting and car rental services. The business transactions under the scope of the agreement were made at arm's length terms. Furthermore, the Group purchased services from NFQ X GmbH, Germany which was identified as a related party. Below listed amounts resulted from related party transactions with NFQ and NFQ X GmbH, Germany during the reporting period: December 31, (in EUR thousands) 2022 2021 Product development and operating expenses 8,765 5,493 Other Services 206 172 Office Rent 241 246 Payables towards NFQ 409 4 75 32 - Auditor's fees The following expenses were incurred for services provided by the auditors and related companies of the auditors for the HomeToGo Group: December 31, (in EUR thousands) 2022 2021 Audit fees 1,219 1,490 thereof: audit fees for previous fiscal year audits and IFRS Conversion in prior year 261 838 Other attestation services — 127 Other services 35 — Total 1,254 1,618 33 - Financial instruments The table below shows the net gains and losses, presented as positive and negative amounts respectively, of financial instruments per measurement category as defined by IFRS 9: December 31, (in EUR thousands) 2022 2021 Financial assets measured at Amortized cost (AC) (1,623) (1,069) Financial assets and financial liabilities measured at fair value through profit or loss (FVTPL) (625) 342 Financial liabilities measured at Amortized cost (AC) (2,508) — Financial liabilities measured at fair value through profit or loss (FVTPL) 8,813 (10,031) Total interest expenses including amortization from the effective interest method on financial liabilities that are measured at amortized cost for the year was EUR 0.9 million (2021: EUR 2.0 million). The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. The table excludes fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount reasonably approximates fair value. The carrying amounts of cash and cash equivalents, trade and other receivables as well as trade payables are approximately their fair value due to their short-term maturities. For all other financial assets and liabilities, no changes have occurred that would have had a material effect on the fair value of these instruments since their initial recognition. 76 Financial instruments as of December 31, 2022 are as follows: December 31, 2022 (in EUR thousands) Carrying amount Category in accordance with IFRS 9 Fair value Fair value level Non-current assets Other receivables — Amortized cost Other financial assets 5,504 thereof deposits 5,504 Current assets Trade and other receivables 14,466 Amortized cost thereof trade receivables 13,544 thereof other receivables 921 Cash and cash equivalents 112,050 Amortized cost Other financial assets 51,778 thereof deposits 2,270 thereof money market funds 49,507 FVTPL 49,507 Level 1 Non-current liabilities Borrowings 5,631 Amortized cost Other financial liabilities 15,517 thereof lease liabilities 12,787 N/A thereof warrants 1,425 FVTPL 1,425 Level 3 thereof other liabilities 1,305 Current liabilities Borrowings 2,844 Amortized cost Trade payables 12,544 Amortized cost Other financial liabilities 10,057 thereof lease liabilities 1,512 N/A thereof other liabilities 3,064 Amortized cost Traveler advance payments owed to Homeowners 5,480 Amortized cost 77 Financial instruments as of December 31, 2021 are as follows: December 31, 2021 (in EUR thousands) Carrying amount Category in accordance with IFRS 9 Fair value Fair value level Non-current assets Other receivables 814 Amortized cost Other financial assets 8,249 thereof deposits 1,502 thereof investments 3,597 FVTPL 3,597 Level 3 Current assets Trade and other receivables 18,992 Amortized cost thereof trade receivables 9,755 thereof other receivables 9,237 Cash and cash equivalents 152,944 Amortized cost Other financial assets 101,960 thereof deposits 1,995 thereof money market funds 99,965 FVTPL 99,965 Level 1 Non-current liabilities Borrowings 9,371 Amortized cost Other financial liabilities 23,187 thereof lease liabilities 12,949 N/A thereof warrants 10,238 FVTPL 10,238 Level 3 thereof other liabilities 5 Current liabilities Borrowings 3,007 Amortized cost Trade payables 15,395 Amortized cost Other financial liabilities 8,885 thereof lease liabilities 1,228 N/A thereof other liabilities 7,656 Amortized cost The carrying amounts of the financial assets and liabilities measured at amortized cost listed above and defined by IFRS 9 as of December 31, 2022 and 2021 were as follows: December 31, (in EUR thousands) 2022 2021 Carrying amount Financial assets measured at amortized cost 134,289 179,397 Financial assets measured at fair value through profit or loss (FVTPL) 49,507 103,562 Financial liabilities measured at amortized cost 26,555 26,555 Financial liabilities measured at fair value through profit or loss (FVTPL) 1,425 10,238 As HomeToGo does not meet the criteria for offsetting, no financial instruments are netted. Where quoted prices in an active market do not exist, HomeToGo uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The valuation technique used incorporates all factors that market participants would consider in pricing such a transaction, e.g. the fair values 78 disclosed in the notes for the host contract of convertible loans are determined by using credit-risk specific discount factors. The following paragraph shows the valuation technique used in measuring Level 3 fair values at December 31, 2022 and December 31, 2021 for financial instruments measured at fair value in the statement of financial position as well as the significant unobservable inputs used: • Valuation techniques: The valuation of the embedded derivative is performed using an option price model. More specifically the valuation was performed using binomial trees for HomeToGo’s share price and refinancing rate to derive a fair value of the conversion right. As described in Note 36, as part of the de-SPAC transaction HomeToGo took over Class A and Class B warrants, which had been issued by Lakestar SPAC prior to the transaction. These warrants are in scope of IFRS 9. The valuation of the warrants is performed using an option pricing model (Black-Scholes model). • Significant unobservable inputs: The option pricing model uses different inputs. The most significant unobservable input is the refinancing rate of HomeToGo. Further inputs for the valuation model are the Company value and the volatility of equity. Both inputs have a lower impact on the fair value of the entire embedded derivative. The primary inputs used in the valuation of the warrants are the share price of HomeToGo at valuation date, the risk-free interest rate and the volatility of the underlying share price as well as the term of the instruments. The risk-free interest rate is based on yields of German sovereign bonds. The share price as well as the risk-free rate are observable in the market. The share price volatility is based on a peer group and is therefore not observable in a market. The following tables show a reconciliation for Level 3 fair values: (in EUR thousands) Warrants Embedded Derivative Opening balance Jan 1, 2021 — (12,465) Issuance of convertible loans and modification of existing contracts — (24,961) Acquisition of warrants (12,506) — Transfer from Level 1 (6,472) — Losses recognized in finance costs — (2,644) Gains recognized in finance income 8,740 2,436 Conversion into equity — 37,634 Closing balance Dec 31, 2021 (10,238) — Opening balance Jan 1, 2022 (10,238) — Gains recognized in finance income 8,813 — Closing balance Dec 31, 2022 (1,425) — In 2021 HomeToGo took over Class A and Class B Warrants, which were issued by Lakestar SPAC prior to the de-SPAC transaction. The Class A Warrants are public listed warrants. At the acquisition date the Class A Warrants constitute a level 1 instrument. The price for the Class A Warrants was directly observable in the market as sufficient trades were observable. As of December 31, 2021, as well as December 31, 2022, no trades of the Class A Warrants were observable. Hence, the valuation was performed by using an option price model with a peer group volatility as an unobservable input. As of December 31, 2022, and December 31, 2021 the Class A public Warrants constitute a level 3 instrument. HomeToGo transferred the Class A Warrants from level 1 to level 3 in 2021. The Class B warrants are not publicly listed. The valuation of the Class B Warrants was performed by using an option price model with a peer group volatility as an unobservable input. Hence, the Class B Warrants constitute a level 3 instrument as of the acquisition date, December 31, 2022 and December 31, 2021. There was no level transfer regarding the Class B Warrants. There were no further transfers between the different levels of the fair value hierarchy during the periods presented. HomeToGo’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of the reporting period. The following tables show the impact on the fair value of the warrants, as well as the impact on the financial result, by shifting the significant inputs in the valuation model of the warrants: 79 Closing balance Dec 31, 2022 (in EUR thousands) Effect on financial result (in EUR thousands) Effect on financial result (in EUR thousands) Change in Share Price +10% (10)% Change in Warrant Price (460) 389 Change in Volatility +10% (10)% Change in Warrant Price (1,473) 947 Closing balance Dec 31, 2021 (in EUR thousands) Effect on financial result (in EUR thousands) Effect on financial result (in EUR thousands) Change in Share Price +10% (10)% Change in Warrant Price (2,719) 2,415 Change in Volatility +10% (10)% Change in Warrant Price (5,933) 5,198 80 34 - Financial risk management HomeToGo is exposed to the following risks from the use of financial instruments: a) Credit risk b) Liquidity risk c) Market risk, interest rate and currency risk The Company´s Management Board have the overall responsibility for the establishment and oversight of HomeToGo’s risk management framework. HomeToGo’s risk management policies are established to identify and analyze the risks faced by HomeToGo and to minimize negative impact on the financial position of HomeToGo related to those risks. Capital risk management HomeToGo’s objective when managing capital is to safeguard HomeToGo’s ability to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. Management monitors capital usage by overseeing the decrease and increase of cash and cash equivalents as presented in the consolidated statement of financial position. To optimize interest income and to minimize negative interest rates the Group invested surplus funds in highly liquid money market funds. The Group is subject to a financial covenant with regard to some loans issued in 2020 for which no breach has occurred. HomeToGo needs to achieve an economic equity ratio of 50% or higher. Management expects to achieve the necessary equity ratio. a)Credit risk Credit risk is the risk of financial loss to HomeToGo if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk includes both the immediate default risk and the danger of a decline in the customer’s creditworthiness. HomeToGo is exposed to credit risk on cash and cash equivalents and current other financial assets, which it monitors centrally. HomeToGo maintains its cash deposits at financial institutions with top credit ratings. The creditworthiness of these financial institutions is constantly monitored. HomeToGo considers that its cash and cash equivalents and current other financial assets have low credit risk based on the external credit ratings of these financial institutions. HomeToGo is generally exposed to the credit risk that its partners are cash-strapped or in financial difficulties and thus, would not pass the agreed share of commission to HomeToGo. Overall, the credit risk for trade and other receivables is considered moderate. The maximum risk exposure for all financial assets is the carrying amount. Refer to Note 4 regarding the application of the expected credit loss model. b)Liquidity risk Liquidity risk is the risk that HomeToGo will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. HomeToGo’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to HomeToGo’s reputation. In case needed, HomeToGo uses regular external financing options such as bank loans to quickly raise larger amounts of fresh capital and thus always ensure a certain liquidity buffer. The following are the remaining contractual maturities of financial liabilities at the balance sheet date. Apart from lease liabilities, the amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements. 81 December 31, 2022 (in EUR thousands) <1 year 1 - 5 years > 5 years Total Carrying amount Trade and other payables 12,544 — — 12,544 12,544 Other liabilities 19,824 404 — 20,228 20,228 Other financial liabilities 8,545 1,305 — — 9,850 Warrants — 1,425 — 1,425 1,425 Borrowings 2,844 5,631 — 8,475 8,475 Lease liabilities 1,590 5,870 10,021 17,481 14,299 Total 45,346 14,636 10,021 60,154 66,822 December 31, 2021 (in EUR thousands) <1 year 1 - 5 years > 5 years Total Carrying amount Trade and other payables 15,395 — — 15,395 15,395 Other liabilities 8,535 1,117 — 9,653 9,653 Other financial liabilities — 10,243 — 10,243 10,243 Borrowings 3,007 9,371 — 12,378 12,378 Lease liabilities 1,228 1,632 11,318 14,178 14,178 Total 28,165 12,120 11,318 51,603 51,603 82 The following table shows changes in liabilities arising from financing activities: (in EUR thousands) January 1, 2022 Cash flows Changes in fair values New leases Additions from business combinations Reclassi fication / Convers ion Modifica tions and other effects Interest December 31, 2022 Borrowings (non- current) 9,371 — — — — (4,024) — 285 5,631 Warrants (non- current) 10,238 — (8,813) — (109) — 35 — — — 1,425 Lease liabilities (non- current) 12,949 — — 537 466 (1,164) — 12,787 Borrowings (current) 3,007 (4,187) — — — 4,024 — — 2,843 Lease liabilities (current) 1,229 (896) — 1,164 (481) 496 1,512 Total 36,792 — (5,083) — (8,813) — 537 (109) 466 35 — — (481) — 781 — 24,199 (in EUR thousands) January 1, 2021 Cash flows Changes in fair values New leases Additions from business combinations Reclassi fication / Convers ion Modifica tions and other effects Interest December 31, 2021 Borrowings (non- current) 3,558 9,969 — — — (3,255) (1,244) 343 9,371 Warrants (non- current)* — (9,602) — — 19,839 — — 10,238 Convertible loans (non- current) 33,132 66,206 — — (108,626) — 34,629 (108,626) (25,341) 34,629 — Lease liabilities (non- current) 13,665 — — 1 10 (517) (210) — 12,949 Derivatives (non- current) 12,465 — 207 — (38) — (37,633) 24,961 — — Borrowings (current) 2,113 (2,362) — — — 3,255 — — 3,007 Lease liabilities (current) 1,464 (966) — 18 10 517 (332) 517 1,229 Total 66,398 — 72,848 — (9,395) — 19 (146) 19 35 (126,420) — (2,166) — 35,490 — 36,792 c) Market, interest rate and currency risk Market risk is the risk that changes in market prices, such as foreign exchange rates or interest rates will affect HomeToGo’s income or the value of its financial instruments. HomeToGo manages its market risk on a centralized basis with the objectives of managing and controlling market risk exposures within acceptable parameters. Exposure to interest rate risk normally arises from variable interest-bearing financial instruments. HomeToGo only has fixed interest loan agreements and therefore is not exposed to an interest rate risk. HomeToGo is not exposed to a material transactional foreign currency risk. 83 35 - Change in accounting policy - Classification of warrants As part of the de-SPAC transaction on September 21, 2021 HomeToGo took over public and non-public warrants, which had been issued by Lakestar SPAC prior to the Transaction. As a result of the IFRS IC agenda decision on Special Purpose Acquisition Companies (SPAC): Accounting for Warrants at Acquisition issued on October 24, 2022, the Company reassessed its accounting for the warrants acquired with the SPAC merger and recorded such warrants as a financial liability at fair value through profit or loss. Accordingly, the Company accounted for a change in accounting policy and respectively adjusted its financial statements retrospectively in accordance with IAS 8 for better comparison with prior year period. The Group had previously accounted for the Class A Warrants and Class B Warrants as an equity-settled share- based payment arrangement under IFRS 2 as they were considered part of the deemed issuance of equity instruments to acquire Lakestar SPAC. In line with the guidance provided in the IFRS IC agenda decision the Group considers the warrants as assumed and classifies the Class A Warrants and Class B Warrants as financial liabilities by applying IAS 32 since the “fixed-for-fixed” condition in IAS 32.22 is not fulfilled as warrants contain a net settlement feature. The warrants are no longer considered as deemed consideration but as part of the net assets acquired. Calculation of IFRS 2 non-cash listing service expense (de-SPAC transaction) as of September 21, 2021: Fair Value in EUR million As previously reported Adjustments As adjusted Class A Shares (19.8 million shares at EUR 8.98 per share) 177.6 — 177.6 Class A Warrants (9.2 million warrants at EUR 0.80 per warrant) 7.3 (7.3) — Class B2 Shares (2.3 million shares at EUR 8.45 per share) 19.4 — 19.4 Class B3 Shares (2.3 million shares at EUR 8.23 per share) 18.9 — 18.9 Class B Warrants (5.3 million warrants at EUR 2.34 per warrant) 12.5 (12.5) — HomeToGo GmbH’s shares and warrants deemed issued 235.7 (19.8) 215.9 Less: Lakestar SPAC’s net assets 165.3 (19.8) 145.5 IFRS 2 non-cash listing service expense 70.4 — 70.4 The retrospective change in accounting policy has no impact on the total amount of the IFRS 2 non-cash listing service expense of the de-SPAC transaction. Following the change in the classification of Class A and Class B Warrants, HomeToGo GmbH’s shares deemed issued amount to EUR 215.9 million and Lakestar SPAC’s net assets amount to EUR 145.5 million resulting in an IFRS 2 non-cash listing service expense of EUR 70.4 million. The classification of the warrants as a financial liability requires measurement at fair value, with non-cash fair value adjustments recorded in the Consolidated Statement of Profit or Loss and Other Comprehensive Income under Finance income and expenses. For further information regarding the valuation of warrants please refer to Note 34 - Financial instruments. 84 Valuation of Class A and Class B Warrants Fair Value in EUR million December 31, 2022 December 31, 2021 (In EUR) per Option Class A Warrants 0.10 0.71 Class B Warrants 0.10 0.71 (in EUR thousands) total value Class A Warrants 901 6,472 Class B Warrants 524 3,766 Total Class A and Class B Warrants 1,425 10,238 The classification of warrants has been changed retrospectively as a change in accounting policy by adjusting each of the affected financial statement line items for the prior period, as follows: Consolidated Statement of Financial Position (extract): December 31, 2021 (in EUR thousands) Impact of change in accounting policy As previously reported Adjustments As adjusted Other financial liabilities (non-current) 12,954 10,238 23,192 Deferred tax liabilities 3,874 — 3,874 Total liabilities 64,596 10,238 74,834 Retained Earnings (279,444) (10,238) (289,682) Total equity 300,687 (10,238) 290,449 Consolidated Statement of Profit or Loss and Other Comprehensive Income (extract): For the year ended December 31, 2021 (in EUR thousands) Impact of change in accounting policy As previously reported Adjustments As adjusted Finance income 2,833 9,602 12,434 Finance expenses (38,964) (19,839) (58,803) Income taxes (202) — Net loss (166,789) (10,238) 177,025 Impact on basic and diluted earnings per share (EPS): For the year ended December 31, 2021 (in EUR thousands) Impact of change in accounting policy As previously reported As adjusted Basic and diluted earnings (loss) per share (2.09) (2.22) The change did not have an impact on OCI for the prior periods presented or the Group’s operating, investing, or financing cash flows for the prior periods presented. 85 36 - Subsequent events after the reporting period No significant events occurred between the end of the reporting period and the date that the financial statements are authorized for issue. Luxembourg, March 29, 2023 Management Board of HomeToGo SE Dr. Patrick Andrae Wolfgang Heigl Co-Founder & CEO Co-Founder & CSO Valentin Gruber Steffen Schneider COO CFO 86