HOMETOGO SE

Annual / Quarterly Financial Statement • May 19, 2023

htg-2023-03-28-en HomeToGo SE Société européenne Annual Accounts as of December 31, 2022 Registered office: 9, rue de Bitbourg L - 1273 Luxembourg R.C.S. Luxembourg: B249273 1 Table of Contents Page Annual Accounts 1 Profit and Loss Account 3 Balance Sheet 4 Notes to the Annual Accounts 7 1. General 7 2. Summary of significant accounting policies 7 3. Financial assets 10 4. Own shares 11 5. Capital and reserves 12 6. Creditors 15 7. Other external expenses 15 8. Other operating expenses 16 9. Other interest and similar expenses 16 10. Staff 16 11. Emoluments granted to the members of the Management and Supervisory Board and commitments in respect of retirement pensions for former members of those bodies 16 12. Advances and loans granted to the members of the Management and Supervisory Board 16 13. Off balance sheet commitments 17 14. Subsequent events 17 Responsibility Statement of the Management Board 18 Independent auditor’s report 19 2 Profit and Loss Account (in EUR) Reference(s) Current year Previous year 1. Net turnover 1701 701 704.00 2. Variation in stocks of finished goods and in work in progress 1703 703 704.00 3. Work performed by the undertaking for its own purposes and capitalised 1705 705 706.00 4. Other operating income 1713 713 714.00 5. Raw materials and consumables and other external expenses 1671 671 (4,389,156.51) 672.00 (16,806,386.74) a) Raw materials and consumables 1601 601 602.00 b) Other external expenses 1603 7 603 (4,389,156.51) 604.00 (16,806,386.74) 6. Staff costs 1605 605 606.00 a) Wages and salaries 1607 607 608.00 b) Social security costs 1609 609 610.00 i) relating to pensions 1653 653 654.00 ii) other social security costs 1655 655 656.00 c) Other staff costs 1613 613 614.00 7. Value adjustments 1657 657 658.00 a) in respect of formation expenses and of tangible and intangible fixed assets 1659 659 660.00 b) in respect of current assets 1661 661 662.00 8. Other operating expenses 1621 8 621 (579,787.49) 622.00 (671,229.09) 9. Income from participating interests 1715 715 716.00 a) derived from affiliated undertakings 1717 717 718.00 b) other income from participating interests 1719 719 720.00 10. Income from other investments and loans forming part of the fixed assets 1721 721 722.00 a) derived from affiliated undertakings 1723 723 724.00 b) other income not included under a) 1725 725 726.00 11. Other interest receivable and similar income 1727 727 186.92 728.00 15,860.30 a) derived from affiliated undertakings 1729 729 730.00 15,808.24 b) other income not included under a) 1731 731 186.92 732.00 52.06 12. Share of profit or loss of undertakings accounted for under the equity method 1663 663 664.00 13. Value adjustments in respect of financial assets and of investments held as current assets 1665 3,4 665 (320,559,746.00) 666.00 — 14. Interest payable and similar expenses 1627 627 (15,731,266.76) 628.00 (273,655.38) a) concerning affiliated undertakings 1629 629 630.00 (3,945.22) b) other interest and similar expenses 1631 9 631 (15,731,266.76) 632.00 (269,710.16) 15. Tax on profit or loss 1635 635 636.00 16. Profit or loss after taxation 1667 667 (341,259,769.84) 668.00 (17,735,410.91) 17. Other taxes not shown under items 1 to 16 1637 637 (12,732.70) 638.00 (4,815.00) 18. Profit or loss for the financial year 1669 669 (341,272,502.54) 670.00 (17,740,225.91) 3 Balance Sheet (in EUR) Reference(s) Current year Previous year A. Subscribed capital unpaid 1101 101 102 I. Subscribed capital not called 1103 103 104 II. Subscribed capital called but unpaid 1105 105 106 B. Formation expenses 1111 107 108 C. Fixed assets 1109 109 833,297,994.59 110 1,088,636,518.22 I. Intangible Assets 1111 111 112 1. Costs of development 1113 113 114 2. Concessions, patents, licences, trade marks and similar rights and assets, if they were 1115 115 116 a) acquired for valuable consideration and need not be shown under C.I.3 1117 117 118 b) created by the undertaking itself 1119 119 120 3. Goodwill, to the extent that it was acquired for valuable consideration 1121 121 122 4. Payments on account and intangible assets under development 1123 123 124 II. Tangible assets 1125 125 126 1. Land and buildings 1127 127 128 2. Plant and machinery 1129 129 130 3. Other fixtures and fittings, tools and equipment 1131 131 132 4. Payments on account and tangible assets in the course of construction 1133 133 134 III. Financial assets 1135 3 135 833,297,994.59 136 1,088,636,518.22 1. Shares in affiliated undertakings 1137 137 833,294,994.59 138 1,088,636,518.22 2. Loans to affiliated undertakings 1139 139 140 3. Participating interests 1141 141 142 4. Loans to undertakings with which the undertaking is linked by virtue of participating interests 1143 143 144 5. Investments held as fixed assets 1145 145 146 6. Other loans 1147 147 3,000.00 148 D. Current assets 1151 151 19,851,525.73 152 105,605,861.84 I. Stocks 1153 153 154 1. Raw materials and consumables 1155 155 156 2. Work in progress 1157 157 158 3. Finished goods and goods for resale 1159 159 160 4. Payments on account 1161 161 162 II. Debtors 1163 163 20,152.43 164 7,735.00 1. Trade debtors 1165 165 166 a) becoming due and payable within one year 1167 167 168 b) becoming due and payable after more than one year 1169 169 170 2. Amounts owed by affiliated undertakings 1171 171 172 a) becoming due and payable within one year 1173 173 174 b) becoming due and payable after more than one year 1175 175 176 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests 1177 177 178 a) becoming due and payable within one year 1179 179 180 4 b) becoming due and payable after more than one year 1181 181 182 4. Other debtors 1183 183 20,152.43 184 7,735.00 a) becoming due and payable within one year 1185 185 20,152.43 186 7,735.00 b) becoming due and payable after more than one year 1187 187 188 III. Investments 1189 189 18,218,356.53 190 102,692,447.53 Shares in affiliated undertakings 1191 191 192 2. Own shares 1209 4 209 18,218,356.53 210 102,692,447.53 3 Other investments 1195 195 196 IV. Cash at bank and in hand 1197 197 1,613,016.77 198 2,905,679.31 E. Prepayments 1199 199 719,254.96 200 688,981.82 Total (Assets) 201 853,868,775.28 202 1,194,931,361.88 (in EUR) Reference(s) Current year Previous year A. Capital and reserves 1301 5 301 851,845,687.24 302 1,193,118,189.78 I. Subscribed capital 1303 303 2,441,068.45 304 2,441,068.45 II. Share premium account 1305 305 1,097,265,857.10 306 1,097,265,857.10 III. Revaluation reserve 1307 307 308 IV. Reserves 1309 309 112,195,410.42 310 112,195,410.42 1. Legal reserve 1311 311 312 2. Reserve for own shares 1313 313 18,218,356.53 314 102,692,447.53 3. Reserves provided for by the articles of association 1315 315 280,065.00 316 280,065.00 4. Other reserves, including the fair value reserve 1429 429 93,696,988.89 430 9,222,897.89 a) other available reserves 1431 431 84,474,091.00 432 b) other non available reserves 1433 433 9,222,897.89 434 9,222,897.89 V. Profit or loss brought forward 1319 319 (18,784,146.19) 320 (1,043,920.28) VI. Profit or loss for the financial year 1321 321 (341,272,502.54) 322 (17,740,225.91) VII. Interim dividends 1323 323 324 VIII. Capital investment subsidies 1325 325 326 B. Provisions 1331 331 332 1. Provisions for pensions and similar obligations 1333 333 334 2. Provisions for taxation 1335 335 336 3. Other provisions 1337 337 338 C. Creditors 1435 6 435 2,023,088.04 436 1,813,172.10 1. Debenture loans 1437 437 438 a) Convertible loans 1439 439 440 i) becoming due and payable within one year 1441 441 442 ii) becoming due and payable after more than one year 1443 443 444 b) Non convertible loans 1445 445 446 i) becoming due and payable within one year 1447 447 448 ii) becoming due and payable after more than one year 1449 449 450 2. Amounts owed to credit institutions 1355 355 356 6.71 a) becoming due and payable within one year 1357 357 358 6.71 b) becoming due and payable after more than one year 1359 359 360 5 3. Payments received on account of orders in so far as they are not shown separately as deductions from stocks 1361 361 362 a) becoming due and payable within one year 1363 363 364 b) becoming due and payable after more than one year 1365 365 366 4. Trade creditors 1367 367 1,386,732.73 368 1,338,845.22 a) becoming due and payable within one year 1369 369 1,386,732.73 370 1,338,845.22 b) becoming due and payable after more than one year 1371 371 372 5. Bills of exchange payable 1373 373 374 a) becoming due and payable within one year 1375 375 376 b) becoming due and payable after more than one year 1377 377 378 6. Amounts owed to affiliated undertakings 1379 379 160,074.94 380 346,217.49 a) becoming due and payable within one year 1381 381 160,074.94 382 346,217.49 b) becoming due and payable after more than one year 1383 383 384 7. Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests 1385 385 386 a) becoming due and payable within one year 1387 387 388 b) becoming due and payable after more than one year 1389 389 390 8. Other creditors 1451 451 476,280.37 452 128,102.68 a) Tax authorities 1393 393 117,974.28 394 4,815.00 b) Social security authorities 1395 395 396 c) Other creditors 1397 397 358,306.09 398 123,287.68 i) becoming due and payable within one year 1399 399 358,306.09 400 123,287.68 ii) becoming due and payable after more than one year 1401 401 — 402 — D. Deferred income 1403 403 404 Total (CAPITAL, RESERVES AND LIABILITIES) 405 853,868,775.28 406 1,194,931,361.88 6 Notes to the Annual Accounts for the year ended December 31, 2022 (Expressed in EUR) 1. General HomeToGo SE (formerly known as Lakestar SPAC I SE) was incorporated in Luxembourg as a société européenne (“SE”) on November 26, 2020, subject to the Luxembourg law of August 10, 1915 on commercial companies for an unlimited period of time. The Company has its registered office at 9, rue de Bitbourg, L-1273 Luxembourg. The Company is registered with the “Registre de Commerce et des Sociétés” (“RCS”) in Luxembourg under the number B249273 on December 4, 2020. The Company is a listed entity with its Class A Shares traded in the regulated market of Frankfurt Stock Exchange under the symbol "HTG" since February 22, 2021. Likewise, the Company’s Class A Warrants are also traded on the open market of the Frankfurt Stock Exchange under the symbol “HTGW”. The Company’s purpose was the acquisition of one operating business with principal business operations in a member state of the European Economic Area or the United Kingdom or Switzerland that is based in the technology sector with a focus on the sub-sectors software as a service (SaaS), Fintech, transportation, and logistics, health tech and deep tech through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the “Business Combination”). After the closing of the Business Combination, the Company’s purpose shall be as from such time, the creation, holding, development and realization of a portfolio, consisting of interests and rights of any kind and of any other form of investment in entities in the Grand Duchy of Luxembourg and in foreign entities, whether such entities exist or are to be created, especially by the way of subscription, by purchase, sale or exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the administration and control of such portfolio. The Company may further grant any form of security for the performance of any obligations of the Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of the entities as the Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of companies as the Company. The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law. The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it considers useful for the accomplishment of these purposes. The Company’s financial year runs from January 1 to December 31. The Company also prepares consolidated financial statements which are published under International Financial Reporting Standards as adopted by the European Union. 2. Summary of significant accounting policies 2.1. Basis of preparation These annual accounts have been prepared in conformity with applicable legal and statutory requirements in Luxembourg under the historical cost convention and on a going concern basis. The accounting and valuation methods are determined and implemented by the Management Board, apart from the regulations of the law of December 19, 2002. The preparation of these annual accounts requires the use of certain critical accounting estimates. It also requires the Management Board to exercise significant judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. The Management Board believes that the underlying assumptions are appropriate and that the annual accounts therefore present fairly the financial position and results. 7 The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 2.2. Significant Accounting Policies The following are the significant accounting policies and valuation rules adopted by the Company in the preparation of these annual accounts. 2.2.1 Foreign Currency Translation The Company maintains its books and records in Euro (“EUR”). The balance sheet and the profit and loss account are expressed in EUR. Translation of foreign currency transactions Foreign currency transactions are translated into EUR using the exchange rates prevailing at the dates of the transactions. Translation of foreign currency balances as at the balance sheet date •Financial assets denominated in currencies other than EUR are translated at the historical exchange rates; •Other assets denominated in currencies other than EUR are translated at the lower between the exchange rate prevailing at the balance sheet date and historical exchange rate; •Debts denominated in currencies other than EUR are translated at the higher between the exchange rate prevailing at the balance sheet date and historical exchange rate; and •Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange rates prevailing at the balance sheet date. As a result, realized exchange gains and losses and unrealized exchange losses are recorded in the profit and loss account. Unrealized exchange gains are only recognized if they arise from cash at bank and in hand. 2.2.2 Formation expenses Formation expenses include costs and expenses incurred in connection with the incorporation of the Company and subsequent capital increases. Formation expenses are charged to the profit and loss account of the year in which they were incurred. 2.2.3 Financial assets Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto. Other loans held as fixed assets are valued at nominal value. In case of durable decline in value according to the opinion of the Management Board, impairments are made in respect of financial assets so that these are valued at the lower figure to be attributed at the balance sheet date. These impairments are reversed if the reasons for which the value adjustments were made ceased to apply. 2.2.4 Cash at bank and in hand Cash at bank and in hand comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. 2.2.5 Debtors Debtors are recorded at their nominal value. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply. 8 2.2.6 Own shares Own shares are initially measured at acquisition cost and recognized as an asset with a corresponding non- distributable reserve created from share premium. Own shares are subsequently remeasured at the lower of cost or market value. They are subject to value adjustments where their recovery is compromised. These value adjustments are reversed when the reasons for which the value adjustments were made have ceased to apply. 2.2.7 Prepayment Prepayments include expenditure items incurred during the financial year but relating to a subsequent financial year. 2.2.8 Provisions Provisions are intended to cover losses or debts which originate in the financial year under review or in the previous financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date they will arise. Provisions for taxation Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been filed are recorded under the caption “Creditors becoming due and payable within one year”. The advance payments are shown in the assets of the balance sheet under the “Debtors becoming due and payable within one year” item. 2.2.9 Creditors Creditors are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the related repayment premium is shown in the balance sheet as an asset and is amortized over the period of the related debt on a straight-line method. 2.2.10 Operating income and expenses Income and expenses are accounted for on an accrual basis. 2.2.11 Income tax The Company is subject to income taxes in Luxembourg. 2.3. Comparative figures The figures for the year ended December 31, 2021 related to other available reserves have been reclassified to other non-available reserves to ensure comparability with the figures for the year ended December 31, 2022. 9 3. Financial assets Movements in financial assets during the financial year are as follows: (in EUR) Shares in affiliated Undertakings Other loans Total Gross book value – opening balance 1,088,636,518.22 — 1,088,636,518.22 Additions for the year 6,350,292.60 3,000.00 6,353,292.60 Merger impact (528,281.23) — (528,281.23) Repayments for the year (3,000,000.00) — (3,000,000.00) Gross book value – closing balance 1,091,458,529.59 3,000.00 1,091,461,529.59 Accumulated value adjustment – opening balance — — — Allocation of value adjustments for the year (258,163,535) — (258,163,535.00) Reversals of value adjustments for the year — — — Accumulated value adjustment – closing balance — — — Net book value – opening balance 1,088,636,518.22 — 1,088,636,518.22 Net book value – closing balance 833,294,994.59 3,000.00 833,297,994.59 Shares in affiliated undertakings On March 29, 2022, the Company merged with the subsidiary LS I Advisors GmbH & Co. KG via accretion. The Company had assumed all the assets and liabilities LS I Advisors GmbH & Co. KG. On March 30, 2022, HomeToGo GmbH and LS I Advisors Verwaltungs GmbH entered into a merger agreement, in which HomeToGo GmbH has acquired all the assets and liabilities effective December 31, 2021. On March 31, 2022, the Company issued 700,000 Class A Shares from the treasury shares as part of the consideration to acquire of e-domizil GmbH via HomeToGo GmbH. The cost of the class A Shares issued is EUR 1,957,900.00. On June 1, 2022, the Company issued 452,148 Class A Shares from the treasury shares as part of the consideration to acquire SECRA GmbH and SECRA Bookings GmbH via HomeToGo GmbH. The fair value of the class A Shares issued is EUR 1,862,849.76. On August 18, 2022, HomeToGo GmbH repaid EUR 3,000,000.00 from its capital reserves to the Company. Subsequent to the business combination completed on September 21, 2021, the claims under the virtual options provided by HomeToGo GmbH to certain beneficiaries are to be settled in exchange of the Company’s shares. During the year, the Company issued 1,055,640 Class A Shares from its treasury shares with a value of EUR 2,529,542.84 as settlement of the virtual options. This resulted in a claim of the Company against HomeToGo GmbH equivalent to the value of the settlement. On December 22, 2022, the Company and HomeToGo GmbH entered in a waiver agreement to release HomeToGo GmbH from its debt. The waiver of debt was considered as contribution to the capital reserves of HomeToGo GmbH. Shares in affiliated undertakings in which the Company holds at least 20% share capital are as follows: Name of undertakings Registered office Ownership %/ Contribution Cost of acquisition (in EUR) Last balance sheet date Net equity as at 31.12.2022 (in EUR) Profit/(Loss) as at 31.12.2022 (in EUR) HomeToGo GmbH Pappelallee 78/79, 10437 Berlin, Germany 100% 1,091,458,529.59 31.12.2022 253,921,583.50 (55,800,997.61) ()Unaudited 10 The Management Board identified a permanent value adjustment within financial assets for the year ended December 31, 2022. Therefore, an adjustment impairment of the financial assets amounting to EUR 258,163,535.00 has been recognized. 4. Own shares On September 21, 2021, the Company redeemed 10,061,942 Class A Shares at EUR 10.00 per share as requested by the shareholders in connection with the HomeToGo Business Combination. On the same date, the Company redeemed 207,372 Class A Shares (formerly Class B1 Shares) with respect to the Additional Sponsor Subscription for an amount of EUR 2,073,027.53 that was used to cover the negative interest on the escrow. During the year, the Company transferred 1,152,148 Class A Shares from the treasury shares at issuance cost of EUR 11,521,480.00, as part of the acquisition of certain companies via HomeToGo GmbH (note 3). The Company also transferred 1,055,640 Class A Shares from treasury shares at issuance cost of EUR 10,556,400.00 in settlement of the virtual options of HomeToGo GmbH (note 3). As at December 31, 2022, the Company has EUR 18,218,357.53 in treasury represented by 8,061,526 Class A Shares (2021: EUR 102,692,447.53; 10,269,314 Class A Shares). The Management Board identified a permanent value adjustment within the own shares for the year ended December 31, 2022. Therefore, an impairment of the own shares amounting to EUR 62.396.211,00 has been recognized. 11 5. Capital and reserves Movements during the year are as follows: (in EUR) Subscribed capital Share premium account Reserve for own shares Other reserves available for distribution Reserves provided for by the articles of association Other non- available reserves Profit or loss brought forward Profit or loss for the financial year Total Opening balance 2,441,068.45 1,097,265,857.1 102,692,447.53 — 280,065 9,222,897.89 (1,043,920.28) (17,740,225.91) 1,193,118,189.78 Other movements — — (84,474,091.00) 84,474,091.00 — — — — — Allocation of previous year’s results to profit or loss brought forward — — — — — — (17,740,225.91) 17,740,225.91 — Results for the financial year — — — — — (341,272,502.54) (341,272,502.54) Closing balance 2,441,068.45 1,097,265,857.10 18,218,356.53 84,474,091.00 280,065.00 9,222,897.89 (18,784,146.19) (341,272,502.54) 851,845,687.24 *Reserve for own shares was aligned to the value of own shares, following movements occurred during the period (refer to note 4 Own shares and note 3 Financial assets 12 Subscribed Capital and Share premium As at December 31, 2022, the subscribed capital of the Company amounts to EUR 2,441,068.45 represented by 122,555,649 Class A Shares, 2,291,667 Class B2 Shares and 2,291,666 Class B3 Shares, without nominal value. The authorized capital, excluding the issued share capital, is set at EUR 8,811,571.55 consisting of 458,996,018 Class A Shares. Convertible Class B Shares Upon and following the completion of the Business Combination, the Class B Shares existing at that point in time shall automatically be converted to Class A Shares, on the ratio of one to one, as follows: i.Class B1 Shares converted into Class A Shares on the trading day following the consummation of the Business Combination; ii.Class B2 Shares converted into Class A Shares on the date, post consummation of the Business Combination, on which the closing price of the Class A Shares for any 10 trading days within a 30 day trading period exceeds EUR 12.00 and; iii.Class B3 Shares converted into Class A Shares on the date, post consummation of the Business Combination, on which the closing price of the Class A Shares for any 10 trading days within a 30 day trading period exceeds EUR 14.00. The Class B1 Shares were converted to Class A Shares during the year ended December 31, 2021. The Class B Shares are not listed on a stock exchange. Class A Shares Class A Shares are listed in the Frankfurt Stock Exchange and have an International Securities Identification Number of LU2290524383. Share premium During the year, no movement on the share premium account occurred. Legal reserve In accordance with Luxembourg law, the Company is required to allocate a minimum of 5% of its net profits for each financial year to a legal reserve. This requirement ceases to be necessary once the balance on the legal reserve reaches 10% of the subscribed capital. The legal reserve is not available for distribution to the shareholders. Reserves for own shares The Company purchased its own shares during the year 2021 as shown in balance sheet as Own shares (note 4). Accordingly, the Company has provided a non-distributable reserve in accordance with the Luxembourg law for an amount equivalent to the acquisition cost. The amount of the reserve for own shares decreased for an amount of EUR 11,521,480.00 during the year due to the reissuance of treasury shares in order to allow the acquisition of e-domizil GmbH, SECRA GmbH and SECRA Bookings GmbH by HomeToGo GmbH (note 3). The amount of the reserve is also decreased for an amount of EUR 10,556,400.00 due to the settlement of virtual options (note 3). Moreover, an impairment of EUR 62,396,211 has been recognized (note 4). The reserves for own shares was accordingly aligned to the final value of own shares as of December 31, 2022, EUR 18,218,357.00. 13 Reserves provided for by the articles of association - Warrant reserve Pursuant to Article 31 of the Articles of Association, the Management Board shall create a specific reserve in respect of the exercise of any Class A Warrants or Class B Warrants issued by the Company and allocate and transfer sums contributed to the share premium and/or any other distributable reserve of the Company to such Warrant Reserve. The Management Board may, at any time, fully or partially convert amounts contributed to such Warrant Reserve to pay for the subscription price of any Class A Shares to be issued further to an exercise of Class A Warrants or Class B Warrants issued by the Company. Only in case of failure by the Company to secure a Business Combination before the expiry of the imparted time, the Warrant Reserve may be used for redemption of Class A Shares, in case where other available reserves are not sufficient. The Warrant Reserve is not distributable or convertible prior to the exercise, redemption or expiration of all outstanding Class A Warrants and Class B Warrants and may only be used to pay for the Class A Shares issued pursuant to the exercise of such Class A Warrants and Class B Warrants; thereupon, the Warrant Reserve will be a distributable reserve. On February 15, 2021, the Management Board resolved to allocate EUR 280,065.00 to the warrant reserve. Other reserves available for distribution During the year, the amount of other reserves available for distribution increased for an amount of EUR 11,521,480.00 during the year due to the reissuance of treasury shares in order to allow the acquisition of e- domizil GmbH, SECRA GmbH and SECRA Bookings GmbH by HomeToGo GmbH (note 3). The amount of the reserve is also decreased for an amount of EUR 10,556,400.00 due to the settlement of virtual options (note 3). Other reserves Other reserves refer to the Class A and B Warrants. Class A Warrants On February 19, 2021, the Company issued 9,166,666 Class A Warrants together with the redeemable Class A Shares (together, as “unit”) for an aggregate price of EUR 10.00 per unit. Class A Warrants has 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. As at 31 December 2022 and 2021, the value of the other reserves related to Class A Warrants is EUR 91,666.66. Class A Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Class A Warrants. Class A Warrants will become exercisable 30 days after the completion of a Business Combination. Class A Warrants expire five years from the date of the consummation of the Business Combination, 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. Class B Warrants On February 18, 2021, the Company issued 5,333,333 Class B Warrants at a price of EUR 1.50 per warrant. The proceeds from the Class B Warrants are used to finance the Company’s working capital requirements, private placement and listing expenses (except for fixed deferred listing commission). The Founders agreed to set off EUR 1,500,000.00 of the shareholder loan (note 6) against the subscription price of the warrants. The Founders paid an additional subscription price of EUR 3,200,000.00 to cover the remuneration of the members of the Management Board of the Company and due diligence costs in relation to the Business Combination. The excess portion of the additional subscription price was repaid to the Founders subsequent to the consummation of HomeToGo Business Combination amounting to EUR 2,068,944.19. 14 On February 19, 2021, the Company issued 260,000 redeemable Class B1 Shares together with 86,666 Class B Warrants, for an aggregate price of EUR 2,600,000.00 (“Additional Sponsor Subscription”). The proceeds from this Additional Sponsor Subscription is used to cover the negative interest, if any on the cash held in escrow. The excess portion of the Additional Sponsor Subscription remaining after the consummation of the Business Combination was repaid to the Founders through the redemption of the respective Class B1 Shares (note 4) and Warrants. As at December 31, 2022 and 2021, the value of the other reserves related to Class B Warrants is EUR 9,131,231.23. 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 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. 6. Creditors Creditors becoming due and payable within one year are composed of the following: (in EUR) 31.12.2022 31.12.2021 Trade creditors and accruals 1,386,732.73 1,338,845.22 Other creditors 476,280.97 128,287.68 - Payable to tax authorities 117,974.28 4,815.00 - Payable to directors 339,288.28 123,287.68 - Other Creditors 19,018.41 — Payable to related party 160,074.94 346,217.49 Amounts owed to credit institutions — 6.71 Total 2,023,088.64 1,813,172.10 7. Other external expenses Other external expenses are composed of: (in EUR) 2022 2021 Consulting, advisory fees and other professional fees 1,107,335.23 1,475,398.44 Accounting and administration fees 1,030,349.46 1,429,923.42 Audit fees 790,138.42 1,604,657.79 Other insurance 657,933.28 273,232.28 Legal fees 587,341.78 1,845,255.76 Listing and agency fees 91,578.35 519,901.24 Travel expenses 69,077.41 — Bank fees 34,416.27 23,176.11 Other miscellaneous external charges 23,463.38 — Rent 19,513.14 5,265.00 Underwriting fees — 9,000,000.00 Negative interest on the bank accounts — 629,576.70 Merger impact (note 3) (21,990.21) — Total 4,389,156.51 16,806,386.74 15 The total audit fees paid are as follows: (in EUR) 2022 2021 Statutory audit of the annual accounts 790,138.42 651,810.51 Audit-related fees — 707,147.28 Other fees — 245,700.00 Total 790,138.42 1,604,657.79 8. Other operating expenses Other operating expenses are composed of: (in EUR) 2022 2021 Supervisory board fees 378,184.93 496,499.88 CSSF fees 109,999.98 161,972.52 Non-refundable VAT 91,503.98 — Other operating charges, etc. 98.60 149.77 Supervisory board's expenses — 12,606.92 Total 579,787.49 671,229.09 9. Other interest and similar expenses Other interest and similar expenses are composed of: (in EUR) 2022 2021 Loss on disposal of own shares 15,727,587.40 — Negative interests 3,580.55 269,406.43 Foreign exchange losses 98.81 303.73 Total 15,731,266.76 269,710.16 As at December 31,2022, the company recognized a loss related to the reissuance of 2,207,788 own shares. The Company reissued the own shares for lower price than the acquisition cost. This difference is recognized as a loss in the profit and loss statement. As at December 31, 2022, the Company incurred negative interest on its bank account of EUR 3,580.55 (2021: 269.406,43). The remaining amount refers to foreign exchange losses. 10. Staff The Company did not employ any staff during the financial year ended on December 31, 2022 (2021: nil). 11. Emoluments granted to the members of the Management and Supervisory Board and commitments in respect of retirement pensions for former members of those bodies The Company granted EUR 378,184.93 to members of its Supervisory Board during the financial year ended on December 31, 2022 (2021: EUR 496,499.88). The Company did not grant any emoluments and has no commitments in respect of retirement pensions to members of its Management Board during the financial year ended on December 31, 2022 (2021: nil). 12. Advances and loans granted to the members of the Management and Supervisory Board 16 The Company did not grant any advances or loans to members of its Management Board and Supervisory Board during the financial year ended on December 31, 2022 (2021: nil). 13. Off balance sheet commitments There are no off-balance sheet commitments as of December 31, 2022 (2021: None). 14. Subsequent events There are no significant subsequent events after the balance sheet date. 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 17 18