HOMETOGO SE

Annual Report • Apr 29, 2022

htg-2022-04-27-en HomeToGo SE (formerly Lakestar SPAC I SE) Combined Management Report for Financial Year 2021 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 "HTG", "Group" or "HTG Group") and HomeToGo SE (hereafter also referred to as "HTG SE" or "the Company"). 1.2. Business Model The HTG 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 HTG comprises more than 15 million aggregated accommodation offers provided by over 31,000 online travel agencies, tour operators, property managers and other inventory suppliers (“Partners”) worldwide. HTG operates its business through local websites and apps in 24 countries. The international market appearance is carried out through various brands, mainly HomeToGo, Casamundo, Wimdu, Tripping, Agriturismo, CaseVacanza, Smoobu and Escapada Rural. The marketplace integrates a vast inventory in one simple search and enables users to book accommodations from diverse partners, either on the partners’ external websites or directly on the HTG platform. Since March 2021, we offer our new software-as-a-service ("SaaS") product 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 grant them access to additional new inventory that otherwise would not be (easily) available to them. As an internet marketplace, HTG sees itself as an entry opportunity in the search for a vacation rental. With our on-site solution, there is an option to directly book with the connected partners via HTG. The use of the platform is thereby free of charge for users. Instead, HTG receives a commission from the connected booking partner for every successful mediation of a booking or for the generation of a query, respectively. 1.3. Group Structure On July 14, 2021, Lakestar SPAC I SE (hereafter also referred to as "Lakestar SPAC") and HomeToGo GmbH (hereafter also referred to as "HTG GmbH") that was the former parent company of HTG Group, entered into a business combination agreement (in the following referred to as "the Transaction") by way of contribution of all shares in HTG GmbH into Lakestar SPAC in exchange for the issuance of new public shares. The business combination was completed on September 21, 2021 and resulted after changing the name of Lakestar SPAC I SE in the new combined entity HomeToGo SE. The former parent company of HTG Group, HTG GmbH, was deemed to be both the accounting acquirer and the predecessor entity in the subsequent fillings of the 1 combined company. Therefore, HTG Group presents as comparative information, the financial information of former HTG GmbH Group as of December 31, 2020. See section 6 - Business Combinations and other acquisitions of the notes to the consolidated financial statements for further details on the business combination. HTG Group is managed by its ultimate parent company HTG SE and is operated under one segment. The Group comprises the parent entity, HTG SE, domiciled in Luxembourg, and its subsidiaries in Germany, Italy, Spain, Lithuania and the US. As of December 31, 2021, HTG SE had direct or indirect shareholdings in 15 companies, which belong to the Group and from which 13 are fully consolidated. Subsidiaries and Investments Location Share in capital HomeToGo GmbH Berlin, Germany 100% LS I Advisors Verwaltungs-GmbH Munich, Germany 100% LS I Advisors GmbH & Co. KG Munich, Germany 100% Casamundo GmbH Berlin, Germany 100% UAB HomeToGo Technologies Kaunas, Lithuania 100% UAB HomeToGo Technologies Vilnius Vilnius, Lithuania 100% Mertus 288. GmbH Berlin, Germany 100% HS Holiday Search GmbH Berlin, Germany 100% Feries S.r.l. Milan, Italy 100% Escapada Rural S.L. Barcelona, Spain 100% HOMETOGO INTERNATIONAL, INC. Wilmington, Delaware, USA 100% Smoobu GmbH Berlin, Germany 100% Mapify UG (haftungsbeschränkt) Kassel, Germany 100% SECRA GmbH Sierksdorf, Germany 19% SECRA Bookings GmbH Sierksdorf, Germany 19% 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 website of the company https://ir.hometogo.de/websites/hometogo/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 HTG Group’s economic position. Significant items and their changes are explained and discussed in detail in regular meetings between the management and the Supervisory Board. HTG's most important financial key performance indicators (KPIs) for the management of the group are revenues and Adjusted EBITDA (non-GAAP). Besides revenues Management Board uses Adjusted EBITDA because we believe that it provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business performance. It is a key measure used by Management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. Both metrics are outlined in the following table: 2 Revenues Revenues according to IFRS accounting policies. CPA revenues are recognized on check-in date. CPC + CPL revenues are recognized on booking or click date. Revenues from Subscriptions & Services are recognized over time or when services are provided. 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 business. * unaudited In addition to the above, HTG also uses a range of further non-GAAP KPIs to manage its business. Management Board uses them to measure operating performance and as a basis for strategic planning, and because the Management believes that such non-GAAP KPIs will be used by investors and analysts to assess the performance of HTG. These further non-GAAP KPIs are described in the following table: 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. Bookings Bookings represent the number of bookings generated by users of the HomeToGo platforms. CPA Basket Size CPA Basket Size defined as CPA Gross Booking Value per booking, before cancellations. Take Rate Take Rate is the margin realized on the gross booking amount and defined as Booking Revenue divided by Gross Booking Value (excl. revenues from Hotels and Subscriptions & Services). Booking Revenues Booking Revenues is a non-GAAP operating metric to measure performance that is defined as the net Euro value before cancellations generated by transactions on the HTG platforms in a reporting period (CPA, CPC, CPL, etc.). Booking Revenues does not correspond to, and should not be considered as alternative or substitute for Revenue recognized in accordance with IFRS. * unaudited 1.5. Research & Development As a technology company, HTG undertakes development in view of optimizing the search intelligence 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 largest vacation home search machine in the world. In this regard, the Lithuanian subsidiaries, UAB HomeToGo Technologies and UAB HomeToGo Technologies Vilnius, which perform most of the development services for the HTG Group, play a major role. Over the past year, HTG continued to enhance its platform while the data warehouse technologies have also been upgraded to further increase self-service capabilities, speed, reliability, and observability of the data platform. HTG also consolidated technologies within the Group, enabling more of the brands to take advantage of the platform. 3 The Group’s direct R&D expenses in 2021 amounted to EUR 8,163 thousand (2020: EUR 6,002 thousand), resulting in a R&D rate of 9% in relation to HTG’s revenues (2020: 9%). The capitalization ratio amounts to 19% (2020: 23%) and amortization allocatable to capitalized R&D expenses amounted to EUR 542 thousand (2020: EUR 285 thousand). HomeToGo SE as an individual entity and pure financial holding does not conduct any operations related to research and development. 2. Report on Economic Position 2.1. Macroeconomic and Sector-specific Environment The market for alternative vacation rentals was still highly impacted by the ongoing Covid-19 pandemic in the financial year 2021, though to a lesser extent than to the previous year following a gradual relief of travel restrictions in Europe, North America and other parts of the world in spring. The overall development remained dynamic with the appearance of different Covid-19 variants that created multiple infection waves over the year. As measured by an increase of 5.9% of the global price-adjusted gross domestic product (GDP)1, economic development resurged in 2021 after a running into a recession in the previous year. While global Covid-19 vaccine adoption against new cases trended in the right direction, there were still large waves of new cases. However, because hospital resources are less constrained in North America and the EU, these countries are moving forward cautiously with easing travel restrictions. The Omicron variant introduced new uncertainty, though the world appeared to be transitioning to a mindset of living with the pandemic. The pandemic has changed travel patterns for much of 2020 and 2021, shifting when and how people book and travel. Large shifts out of urban centers towards traditional vacation destinations. People are taking longer 4 1 https://de.statista.com/statistik/daten/studie/197039/umfrage/veraenderung-des-weltweiten- bruttoinlandsprodukts/ trips. The shift to more remote work during the pandemic also allowed people to travel more and stay longer. One result of this has also been a faster recovery among short term rentals than hotels. Still, the online travel business and the business with alternative vacation rentals remains a growing market despite the ongoing pandemic. The entire addressable market is estimated to amount to more than EUR 1 trillion, being expected to reach more than EUR 1.7 trillion within the next decade.2 2.2. Business Development HTG KPIs Cockpit 2021 2020 2021 vs. 2020 Gross Booking Value (EUR thousands) 1,437,515 1,252,675 15% Bookings (#) 929,419 890,944 4% CPA Onsite 492,281 269,049 83% CPA Offsite 437,138 621,895 (30)% CPA Basket Size (EUR) 1,252 1,002 25% Take Rate 8.4% 6.4% 31% Booking Revenues (EUR thousands) 123,555 81,946 51% CPA Onsite 50,168 23,269 116% CPA Offsite 44,350 41,614 7% CPC + CPL 20,249 10,712 89% Subscriptions & Services 8,788 6,352 38% Booking Revenues onsite share 44% 31% 42% Cancellations (EUR thousands) (24,797) (18,917) 31% Cancellation Rate 20% 23% (13) IFRS Revenues (EUR thousands) 94,839 65,855 44% CPA Onsite 31,523 14,382 119% CPA Offsite 34,127 34,313 (1)% CPC + CPL 20,401 10,808 89% Subscriptions & Services 8,788 6,352 38% Adj. EBITDA (EUR thousands) (23,768) (2,421) 882% One-off items 2,698 (341) (891)% Adj. EBITDA excl. one-off items (21,070) (2,762) 663% Cash & cash equivalents + other highly liquid short-term financial assets (EUR thousands) 252,910 36,237 598% Equity (EUR thousands) 300,687 22,865 1215% Equity ratio 82% 22% 273% Employees (end of period) 417 302 38% * unaudited 5 2 Deutsche Bank Research, Airbnb – The air bed looks fully inflated, January 4, 2021, Exane BNP Paribas, Airbnb – Floating On Air, January 4, 2021 Although the global activity within the market for tourism and vacations in 2021 was remarkably decreased due to the ongoing pandemic HTG was able to close a successful business year and achieved a strong growth. The Group's revenue grew strongly by +44% to EUR 94,839 thousand in 2021. Booking revenues increased by 51% to EUR 123,555 thousand with an overall growing share of onsite bookings made directly on our platforms increasing to 44% from 31% in the previous year. Additionally, while we recorded approx. 321 million website visits in 2020, our 2021 increase to approx. 375 million stands for HomeToGo's brand awareness that has gradually increased, in particular over the last two years. At the time of the report, HTG managed to increase the number of partners to more than 31,000 (2020: 30,000) contributing to an inventory of more than 15 million offers (2020: 14 million) on the Group's platforms. With the acquisition of the Berlin based all-in-one vacation rental management software provider Smoobu GmbH, Berlin ("Smoobu") in March 2021 as well as our investment in SECRA Booking GmbH, Sierksdorf and SECRA Booking GmbH, Sierksdorf, we are enhancing our SaaS strategy and provide further technology solutions to the supply-side of our business operations. 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 HTG Group are based on the values and comparative figures of the consolidated financial statements for the financial year 2021, 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 2021. a) Results of operations Compared to the previous fiscal year, the Group's operating result has developed as shown in the following table: Reconciliation of operating result (in EUR thousands) 2021 2020 change Revenues 94,839 65,855 44% Cost of revenues (4,336) (2,792) 55% Gross profit 90,503 63,063 44% Product development and operations (23,726) (15,275) 55% Marketing and sales (95,495) (52,235) 83% General and administrative (112,751) (13,092) 761% thereof: Non-cash listing service expense (de-SPAC Charge) (70,437) — n/a Other expenses (626) (735) (15)% Other income 11,639 1,058 1000% Profit (loss) from operations (130,456) (17,216) (658)% 6 The following sections outline the development of individual income and expense items: Breakdown of revenues by activity areas (in EUR thousands) 2021 2020 CPA 65,650 48,695 thereof: CPA Onsite 31,523 14,382 CPA Offsite 34,127 34,313 CPC and CPL 20,401 10,808 Subscriptions & Services 8,788 6,352 Total 94,839 65,855 In the financial year 2021, the Group’s total revenues increased by more than EUR 28,984 thousand to EUR 94,839 thousand. While revenues from Subscription & Services are continuously growing, still, the major portion of the revenues was generated from CPA (“Cost per Action”), CPC (“Cost per Click”) and CPL (“Cost per Lead”) transactions. Overall, the growth in revenues is partly reflected by the resurgence in the travel industry in 2021. In addition, the increase is on the back of solid increase of 83% in onsite transactions and take rate and increased brand awareness. Increased revenues in Subscriptions & Services are mainly explained by the acquisition of the SaaS company Smoobu. Breakdown of expenses by functional areas (in EUR thousands) 2021 2020 Cost of revenues 4,336 2,792 Product development and operations 23,726 15,275 Marketing and sales 95,495 52,235 General and administrative 112,751 13,092 Other expenses 626 735 Total 236,934 84,129 The Group's 2021 costs are primarily driven by expenses for performance-marketing within our marketing and sales function and share-based compensation expenses that strongly impacted especially the general and administrative function. 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 1,544 thousand or 55% from EUR 2,792 thousand in 2020 to EUR 4,336 thousand in 2021 due to higher expenses for hosting and higher amortization of self-developed software, partly also arising from the additional amortization of the fair value step-up from the acquisition of Smoobu. The increase in expenses for product development and operations by 55% to EUR 23,726 thousand in 2021 (2020: EUR 15,275 thousand) mainly results from higher expenses for share-based compensation (2021: EUR 8,260 thousand, 2020: EUR 3,170 thousand). Furthermore, our Product, Data and Engineer workforce has grown by 57% compared to the previous fiscal year leading to personnel-related expenses of EUR 9,435 thousand in 2021 compared to EUR 6,747 thousand in 2020. Marketing and sales expenses grew by 83% from EUR 52,235 thousand in 2020 to EUR 95,495 thousand in 2021. The majority of the increase was driven by EUR 40,656 thousand or 100% higher expenses for performance-marketing compared to prior year as spend was increased across all markets. In addition, there was stronger competition compared to prior year leading to higher bids and therefore higher expense. Besides, additional expenses incurred as HTG specifically targeted travelers to download the HTG app. This investment supported the strong growth in CPA onsite revenues. The increase in general and administrative expenses (2021: EUR 112,751 thousand, 2020: EUR 13,092 thousand) mainly results from share-based compensation (2021: EUR 88,038 thousand, 2020: EUR 3,395 thousand). The vast majority of this share-based compensation relates to the listing service expense of EUR 70,437 thousand which was recognized as part of the business combination that was treated as reverse 7 acquisition accounting-wise. This one-time non-cash expense reflects the excess of the fair value of shares issued by HomeToGo GmbH over the fair value of Lakestar SPAC I SE identifiable net assets acquired. Please refer to section 6 - Business Combinations and other acquisitions of the notes to the consolidated financial statements for further details. Additionally, general and administrative expenses have increased due to higher consulting expenses (2021: EUR 13,079 thousand, 2020: EUR 1,643 thousand) and expenses for service agreements with third parties (2021: EUR 1,829 thousand, 2020: EUR 1,155 thousand), both incurred in connection with the business combination. Personnel-related expenses in general and administrative increased year-on-year to EUR 6,803 thousand (2020: EUR 4,613 thousand), with the number of staff having increased. Other income increased due to government grant related income in 2021 of EUR 9.3 million (2020: EUR 0.4 million). EUR 8.6 million relate to income from a grant that is part of the Covid-19 aids by the German State. In 2021, the Group incurred a consolidated net loss in the amount of EUR (166,789) thousand compared to the 2020 result of EUR (23,806) thousand. The decrease compared to the previous period is strongly related to the aforementioned listing service expenses and non-recurring consulting expenses that was incurred as part of the business combination and shown in general and administrative. In order to assess the operating performance of the business, HTG's management also considers adjusted EBITDA. HTG recorded an adjusted EBITDA excluding expenses for share-based compensation and one-off items of EUR (21,070) thousand in 2021 compared to EUR (2,762) thousand in 2020. The decrease is mainly due to the higher marketing and sales expenses. Overall, the development of the Group’s result of operations are assessed favorable given the ongoing pandemic-related pressure on the travel industry. The derivation of the Group's adjusted EBITDA excluding one-off items is shown in the following table: Adjusted EBITDA reconciliation in EUR thousands 2021 2020 Profit (loss) from operations (130,456) (17,216) Depreciation and amortization 4,691 3,607 Share-based payment expenses 101,997 11,188 thereof: Listing service expense (Sponsor as well as public shares and warrants from de-SPAC) 70,437 — HTG Virtual Stock Option Program 31,560 11,188 thereof recognized in: Product development and operations 8,260 3,170 Marketing and sales 5,700 4,623 General and administrative 17,601 3,395 Adjusted EBITDA (23,768) (2,421) One-off items 2,698 (341) thereof: Business Combination 12,801 — Mergers and Acquisitions 533 12 Covid-19 related Restructuring — 63 Other 438 — Income from Government Grants (9,256) (416) Capitalized transaction costs under IFRS (1,818) — Adjusted EBITDA excl. one-off items (21,070) (2,762) * unaudited 8 b) Financial position The following table provides an overview of the Group’s financial development: (in EUR thousands) 2021 2020 Cash and cash equivalents at the beginning of the year 36,237 36,237,000 10,972 Cash flow from operating activities (83,256) (11,309) Cash flow from investing activities (118,343) (4,649) Cash flow from financing activities 317,093 41,449 Foreign currency effects 1,213 (226) Cash and cash equivalents at the end of the year 152,944 36,237 As of December 31, 2021, the Group has cash and cash equivalents in the amount of EUR 152,944 thousand (2020: EUR 36,237 thousand). The financial development of the Group was primarily driven by the de-SPAC transaction. The decrease in cash inflow from operating activities is due to the cash settlement to beneficiaries of the HomeToGo Virtual Stock Option Program ("VSOP") in the amount of EUR 42,111 thousand. The increase in cash outflow from investing activities from EUR (4,649) thousand in 2020 to EUR (118,343) thousand in 2021 results mainly from the investment of EUR 100,000 thousand in a money market fund to minimise the impact of negative interest rates on regular bank accounts. Furthermore, the increase is explained by the acquisition of Smoobu, reflected in payment for acquisition of subsidiary, net of cash acquired in the amount of EUR (16,385) thousand. The increase in cash inflow from financing activities is mainly due to the collected proceeds of more than EUR 171,489 thousand resulting from the cash in Lakestar SPAC and from additional subscription agreements with investors in a private investment in public equity (“PIPE”) transaction in the aggregate amount of EUR 75,000 thousand. Furthermore, additional convertible loans with a combined principal amount of EUR 66,206 thousand have been issued in March and April 2021. Together with the other outstanding convertible loans these were already fully converted to equity prior to the de-SPAC transaction resulting in an increase in equity of EUR 146,277 thousand. Besides, the Group had also drawn down a bank loan of EUR 10,000 thousand in February 2021 that was already granted as of August 2020 for working capital financing. In addition to the financing from convertible loans in the past, HTG also uses external financing in the form of regular bank loans. 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 The HTG Group’s financial position can be stated as positive, especially against the backdrop of the successful business combination with Lakestar SPAC I SE. 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. 9 c) Net Assets (in EUR thousands) 31.12.2021 31.12.2020 change Non-current assets 85,962 24% 60,984 58% +24,978 +41% Current assets 279,321 76% 43,819 42% +235,502 + >100 % Total assets 365,284 100% 104,803 100% +260,481 + >100 % Equity 300,687 82% 22,865 22% +277,822 + >100 % Non-current liabilities 28,499 8% 66,745 64% (38,246) (57)% Current liabilities 36,098 10% 15,193 14% +20,905 + >100 % Total equity and liabilities 365,284 100% 104,803 100% +260,481 + >100 % As of the balance sheet date, the balance sheet total of the Group amounts to EUR 365,284 thousand (2020: EUR 104,803 thousand), with EUR 85,962 thousand (2020: EUR 60,984 thousand) accounting for non-current assets and EUR 279,321 thousand (2020: EUR 43,819 thousand) accounting for current assets. The main non-current assets are composed of intangible assets in the amount of EUR 61,360 thousand (2020: EUR 41,570 thousand) and property, plant and equipment in the amount of EUR 15,202 thousand (2020: EUR 16,413 thousand). The increase in intangible assets mainly results from the acquisition of Smoobu, resulting in the recognition of additional goodwill in the amount of EUR 14,664 thousand and trademarks, customer relationships and software in the amount of EUR 6,605 thousand. Property, plant and equipment slightly decreased due to depreciation that was not fully compensated by replacement investments. Moreover, the Group has purchased 19% shares each in SECRA GmbH and SECRA Bookings GmbH. Both investments are accounted for at fair value through profit and loss amounting together to EUR 3,597 thousand as of December 31, 2021. Current assets mainly relate to trade receivables including other receivables (2021: EUR 18,992 thousand, 2020: EUR 5,647 thousand) and cash and cash equivalents (2021: EUR 152,944 , 2020: EUR 36,237 thousand). The increase in trade receivables corresponds to the increased revenues. Furthermore, current other financial assets have increased to EUR 101,960 thousand as of December 31, 2021 from EUR 549 thousand as of the prior year due to an investment in short-term money market funds of spare cash resulting from the business combination to avoid negative interest. Current other receivables increased from EUR 505 thousand as of December 31, 2020 to EUR 9,237 thousand as of December 31, 2021 due to the government grant that was applied and received as part of the Covid-19 aids from the German state. As of December 31, 2021, the Group’s equity amounts to EUR 300,687 thousand (2020: EUR 22,865 thousand). Accordingly, the equity ratio amounts to 82% (2020: 22%) and is above the target equity ratio of 50%. The increase in the equity ratio compared to the prior year mainly results from the proceeds from shares issued as part of the business combination and the conversion of convertible loans to equity. Non-current liabilities decreased to EUR 28,499 thousand as of December 31, 2021 compared to EUR 66,745 thousand in the prior year mainly due to the conversion of convertible loans to equity in September 2021 prior to the business combination. Current liabilities amounted to EUR 36,098 thousand as of December 31, 2021 compared to EUR 15,193 thousand as of the prior year. The increase is explained by outstanding trade payables related to transaction fees incurred as part of the business combination. Furthermore, current liabilities as of December 31, 2021 contain the holdback amount of EUR 5,000 thousand for the acquisition of Smoobu that is due in 2022 as well as a customer with a credit balance EUR 2,564 thousand resulting from double-payment. d) Overall statement The Management Board views the overall business development of HTG as positive, specifically considering the negative impact of the Covid-19 pandemic. Overall, the net assets and financial position has been strongly improved by the business combination with Lakestar SPAC I SE. 10 GBV and take rate have developed in line with the expectations while the development in booking revenues and revenues has exceeded the expectations by the Management Board due to a strong fourth quarter. The negative adjusted EBITDA was expected due to the increased expenses for performance-marketing as well as the additional expenses as a result of being public. 2.4. Employees In 2021 the Group had employed on average 372 employees (2020: 269), representing an increase of 38% compared to the prior year. The overall increase is explained by the Group's expansion of business activities. The strongest increase was recorded in the Product, Data and Engineer Teams (57% in 2021). In addition, the head count increased in connection with the acquisition of Smoobu. 3. Statutory Results of Operations and Financial Position of the Company Until the Transaction, the Company’s sole purpose was the acquisition of an 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 through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction. After the closing of the Transaction, the Company’s purpose is the creation, holding, development and realization of its investment in HTG GmbH. Results of Operations As pure financial holding the Company did not generate any revenues or income during the fiscal year 2021. The Company incurred expenses of EUR 17,740 thousand in 2021 (2020: EUR 1,044 thousand) that led to a loss in the same amount in the respective period. The expenses in 2021 mainly compose of underwriting fees (EUR 9,000 thousand) for the initial public offering ("IPO") in February, 2021 as well as for the admission of the newly issued shares as part of the de-SPAC transaction in September 2021. The remaining expenses mainly incurred in relation to the preparation of de-SPAC process as well as from consulting, accounting and auditing. Financial Position As of December 31, 2021, the Company had cash and cash equivalents of EUR 2,906 thousand compared to EUR 738 thousand in the previous year. During the fiscal year 2021, the Company had raised EUR 275,000 thousand of equity funds as part of an IPO and from additional subscription agreements with investors in a private investment in public equity (“PIPE”) transaction in the aggregate amount of EUR 75,000 thousand. As part of the consumption of the Transaction, shares in the amount of EUR 102,692 thousand had been redeemed and are now held as treasury shares. After the Transaction, redemptions in the amount of EUR 100,627 were paid out and the major part of the remaining funds have been transferred to HomeToGo GmbH by means of a capital contribution in the amount of EUR 237 million. The Company was able to meet its payment obligations at all times. No liquidity shortfalls have occurred or are foreseeable in the future. 11 Net Assets (in EUR thousands) 31.12.2021 31.12.2020 change Non-current assets 1,088,637 91% 31 4% +1,088,606 + >100 % Current assets 106,295 9% 738 96% +105,557 + >100 % Total assets 1,194,931 100% 768 100% +1,194,163 + >100 % Equity 1,193,118 100% (924) (120)% +1,194,042 - < 100 % Non-current liabilities — —% 1,500 195% (1,500) + >100 % Current liabilities 1,813 —% 192 25% +1,621 + >100 % Total equity and liabilities 1,194,931 100% 768 100% +1,194,163 + >100 % Non-current assets are composed of the Company's investments whereas the increase during the fiscal year is the result of the Transaction. The book value of the investment in HTG GmbH amounts to EUR 1,088,080 thousand as of December 31, 2021. Current assets comprise 10,269,314 treasury shares in the amount of EUR 102,692 thousand (December 31, 2020: EUR 0) and cash and cash equivalents of EUR 2,906 thousand (December 31, 2020: EUR 738 thousand). 4. Risk and Opportunity Report 4.1. Risk and Opportunity Management System The Management Board of HTG SE assumes overall responsibility for the development and operation of an effective risk and opportunity management system (RMS) for HTG. 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 3 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 12 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. 4.2. Illustration of Risks As at the time of the publication of the combined management report, governments, in particular in Europe, are further lifting measure such as social distancing, duty to wear face masks in public institutions or contact restriction regimes previously aimed at containing the spread of Covid-19. Although these measures are being lifted, there still exists a risk that the pandemic will resurge e.g. in the form of other virus variants and due to limited efficacy of existing vaccines against those variants. We expect that complete normality with unrestricted traveling will only be possible again in the medium term. HTG will continue to flexibly respond at short notice to any new development, as the Group has already done since 2020 when the pandemic occurred. Overall, the risks associated with the Covid-19 pandemic are not classified as a threat to HTG's continued existence as the business has now proven its resilience multiple times. The main operational risks relate to the areas of IT and marketing. The business model of the HTG Group is strongly based on the functionality of the IT systems and therefore exposed to IT risks. Errors or malicious external interference may threaten business processes. For this reason, we use state-of-the-art server solutions scalable by specialized third-party providers and recruit experts in order to ensure system integrity and safety and reduce the IT risks to an acceptable level. Appropriate measures also comprise an authorization concept that regulates which employee has access to which internal data and services. Another risk factor, in addition to the IT infrastructure, 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. HTG counters this with investments in the brands of the HTG Group, which are, for example, 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. 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 HTG 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. 13 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. 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 HTG’s further existence. The Group has strong liquidity resources at its disposal following the business combination in September 2021 and an effective liquidity management. In the financial year, based on its robust business model, it has proven that it has been able to attract new investors and procure fresh capital in the capital market even in times of a pandemic. 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. HTG counters this currency risk through natural hedging of the main foreign currencies (primarily USD and GBP) 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. We operate websites and apps through which we collect, maintain, transmit and store information about our users, Partners and others, including credit card or other financial information and 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 in an effort to securely transmit confidential and sensitive information, including credit card details. 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 and third parties may 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 properly secure our systems. In addition, technical advances or a 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. Our employees’ expertise and commitment are important factors for our successful development and the management of opportunities and risks. Therefore, our success largely depends on our ability to recruit, train, motivate and retain highly qualified employees and, at the same time, promote our corporate culture. A shortage of qualified and motivated staff, primarily in key positions, might adversely affect our development and growth and increase our costs. We are competing for 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. 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. 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 and consumer protection. For example, it is expected that the European Commission initiative for a Digital Single Market (DSM) will lead to additional regulations for e- commerce or data protection, information security and privacy protection, which might increase our costs for the compliance with such regulations or require necessary adjustments to our business model. Several governments have also introduced regulatory requirements for platforms offering short-term rentals and will probably continue to do so. Those regulations are enacted worldwide with the intention to control and restrict the renting of private accommodations, which leads to a large number of regulations that we have to observe and comply with. Such laws may result in higher legal costs and necessary resources, depending on the individual market and jurisdiction. HTG counters these regulatory risks by ongoing monitoring and early 14 recognizing political developments, which might lead to an adjustment of our business model or our technology. In addition, HTG is engaged in industry associations, such as the Deutscher Ferienhausverband e.V. (DFV) and actively advocates the EU-wide harmonization of the regulation on short-term renting (e.g., by preparing and submitting position papers). HTG 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. In summary, Management believes, in view of the risk situation in the reporting period, no risks have been identified that could endanger 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. 4.3. Illustration of Opportunities The market for alternative vacation rentals had been the fastest growing segment of the online travel industry already prior to the Covid-19 pandemic. We assume that this market, as a result of a general shift of the travelers’ preferences from traditional hotel and resort bookings towards the rental of vacation homes, which has even been accelerated by the Covid-19 pandemic, will experience considerable growth. In the last two years, many citizens spent their vacation in their home countries according to their governments’ recommendations, which, in our opinion, will lead to a long-term trend towards domestic traveling also in the future and an increase in demand for alternative vacation rentals. 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, HTG aims at successfully serving this market segment also in the future. In addition, increasing digitization of this privately and semi-professionally operated segment of the tourism sector will open up new market fields, in which HTG will offer its customers and users a fully integrated product portfolio, with customized products and software-based solutions, in order to continue its previous growth path in a sustained manner. In particular faster recovery from Covid-19 restrictions can lead to additional demand in the shoulder seasons. Further expansion of workation is expected as consumers are adding additional days before or after their holidays and just work from away. During the Covid-19 pandemic the cancellation rate has increased, in particular in 2020. Since then it has decreased, however, it is still above the historic average. A faster than expected return to historic cancellation rates can lead to additional revenues. 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 HTG as the partners want to have a higher traffic share. 5. Significant Events after the Reporting Period In February 2022, a number of countries (including the US, the UK and the EU) imposed sanctions against certain entities and individuals in Russia and Belarus as a result of the official recognition of the Donetsk People Republic and Luhansk People Republic by the Russian Federation. Announcements of potential additional 15 sanctions have been made following military operations initiated by Russia against Ukraine on February 24, 2022. Due to the war in Ukraine, there has been a significant increase in volatility on the securities and currency markets. It is expected that these events may affect the activities of Russian enterprises in various sectors of the economy, but also the economy of sanctioning countries and people in those countries as well. The Management Board regards these events as non-adjusting events after the reporting period. Although neither HTG's performance and going concern nor operations, at the date of this report, have been significantly impacted by the above, the Management Board continues to monitor the evolving situation and its impact on the financial position and results of the company. The indirect impact of the war in Ukraine and its implications, such as a potential change in travel behavior, cannot be quantified at this point in time. 6. Outlook The business started very strong into 2022 with significantly higher booking revenues than in 2021 at the same period. At the time of publishing this combined management report, we can already observe an increased demand for alternative vacation rentals compared to previous years. The travel market will still be impacted by Covid-19 and might not return to its pre-pandemic state in the short- term view. While in parts of Europe and North America most restrictions have been lifted a new wave of Covid-19 seems to build up in Asia which could impact the global economy and could lead to new travel restrictions. The Group will continue its growth path of 2021 both organically and non-organically by satisfying our customers' and partners' needs with the help of new products and technical solution and further by acquisition activity which will partly be financed with the proceeds from the business combination. We will also continue to invest in our onsite business, both in Europe and North America. The direct impact of the war in Ukraine is expected to be minimal as both the Ukrainian and Russian markets are of little importance for HTG. Both in terms of travel destination as well as bookings. However, the indirect impact of the war such as a potential change in travel behavior, and its implications on energy cost and consumer confidence cannot be quantified at this point in time, in particular not in case the war would involve additional countries. It is expected that inflation in 2022 will rise to the highest level since decades, in particular driven by higher energy cost. These higher costs could lead to a reallocation of consumer spending towards food, heating and transportation. For the fiscal year 2022, the HTG Group expects to grow revenues within a 27-32% range (equals EUR 120 million to EUR 125 million). We expect that the Group will generate a negative adjusted EBITDA again in 2022. We expect that adjusted EBITDA will see a decline compared to 2021 resulting in an amount between EUR (25) million and EUR (35) million due to further investments into our onsite business. Luxembourg, March 28, 2022 Management Board of HomeToGo SE Dr. Patrick Andrae Wolfgang Heigl Co-Founder & CEO Co-Founder & CSO Valentin Gruber Steffen Schneider COO CFO 16 HomeToGo SE (formerly Lakestar SPAC I SE) Annual Accounts as of December 31, 2021 and Independent Auditor’s Report Registered office: 9, rue de Bitbourg L - 1273 Luxembourg R.C.S. Luxembourg: B249273 58 59 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 (16,806,386.74) 672.00 (1,042,523.03) a) Raw materials and consumables 1601 601 602.00 b) Other external expenses 1603 7 603 (16,806,386.74) 604.00 (1,042,523.03) 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 (671,229.09) 622.00 — 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 15,860.30 728.00 — a) derived from affiliated undertakings 1729 729 15,808.24 730.00 — b) other income not included under a) 1731 731 52.06 732.00 — 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 665 666.00 14. Interest payable and similar expenses 1627 627 (273,655.38) 628.00 (1,397.25) a) concerning affiliated undertakings 1629 629 (3,945.22) 630.00 (1,397.25) b) other interest and similar expenses 1631 9 631 (269,710.16) 632.00 — 15. Tax on profit or loss 1635 635 636.00 16. Profit or loss after taxation 1667 667 (17,735,410.91) 668.00 (1,043,920.28) 17. Other taxes not shown under items 1 to 16 1637 637 (4,815.00) 638.00 — 18. Profit or loss for the financial year 1669 669 (17,740,225.91) 670.00 (1,043,920.28) 60 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 1,088,636,518.22 110 30,500.00 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 1,088,636,518.22 136 30,500.00 1. Shares in affiliated undertakings 1137 137 1,088,636,518.22 138 30,500.00 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 147 148 D. Current assets 1151 151 105,605,861.84 152 737,892.01 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 7,735.00 164 — 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 b) becoming due and payable after more than one year 1181 181 182 61 4. Other debtors 1183 183 7,735.00 184 — a) becoming due and payable within one year 1185 185 7,735.00 186 — b) becoming due and payable after more than one year 1187 187 188 III. Investments 1189 189 102,692,447.53 190 — Shares in affiliated undertakings 1191 191 192 2. Own shares 1209 4 209 102,692,447.53 210 — 3 Other investments 1195 195 196 IV. Cash at bank and in hand 1197 197 2,905,679.31 198 737,892.01 E. Prepayments 1199 199 688,981.82 200 — Total (Assets) 201 1,194,931,361.88 202 768,392.01 (in EUR) Reference(s) Current year Previous year A. Capital and reserves 1301 5 301 1,193,118,189.78 302 (923,920.28) I. Subscribed capital 1303 303 2,441,068.45 304 120,000.00 II. Share premium account 1305 305 1,097,265,857.10 306 — III. Revaluation reserve 1307 307 308 IV. Reserves 1309 309 112,195,410.42 310 — 1. Legal reserve 1311 311 312 2. Reserve for own shares 1313 313 102,692,447.53 314 — 3. Reserves provided for by the articles of association 1315 315 280,065.00 316 — 4. Other reserves, including the fair value reserve 1429 429 9,222,897.89 430 — a) other available reserves 1431 431 9,222,897.89 432 — b) other non available reserves 1433 433 434 V. Profit or loss brought forward 1319 319 (1,043,920.28) 320 — VI. Profit or loss for the financial year 1321 321 (17,740,225.91) 322 (1,043,920.28) 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 1,813,172.10 436 1,692,312.29 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 6.71 356 — a) becoming due and payable within one year 1357 357 6.71 358 — b) becoming due and payable after more than one year 1359 359 360 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 62 b) becoming due and payable after more than one year 1365 365 366 4. Trade creditors 1367 367 1,338,845.22 368 190,915.04 a) becoming due and payable within one year 1369 369 1,338,845.22 370 190,915.04 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 379 346,217.49 380 — a) becoming due and payable within one year 1381 381 346,217.49 382 — 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 451 128,102.68 452 1,501,397.25 a) Tax authorities 1393 393 4,815.00 394 — b) Social security authorities 1395 395 396 c) Other creditors 1397 397 123,287.68 398 1,501,397.25 i) becoming due and payable within one year 1399 399 123,287.68 400 1,397.25 ii) becoming due and payable after more than one year 1401 401 — 402 1,500,000.00 D. Deferred income 1403 403 404 Total (CAPITAL, RESERVES AND LIABILITIES) 405 1,194,931,361.88 406 768,392.01 63 Notes to the Annual Accounts for the year ended December 31, 2021 (Expressed in EUR) 1. General HomeToGo SE (formerly 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, healthtech 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 current financial year runs from January 1, 2021 to December 31, 2021, except for the first financial period which ran from December 4, 2020 (date of registration with RCS) to December 31, 2020. 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. 64 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 not recognized unless it arises 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. In case of durable decline in value according to the opinion of the Management Board, value adjustments 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 value adjustments are not continued 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. 65 2.2.6 Own shares Own shares are valued at acquisition cost. 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. 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 For the year ended December 31, 2021, the Company abandoned the presentation of the balance sheet and profit and loss using the abridged version for a full version as it became listed on the Frankfurt Stock exchange in 2021. Furthermore, certain figures for the period ended December 31, 2020 have been reclassified to ensure comparability with the figures for the year ended December 31, 2021. 66 3. Financial assets Movements in financial assets during the financial year are as follows: (in EUR) Shares in affiliated Undertakings Gross book value – opening balance 30,500.00 Additions for the year 1,365,679,736.99 Repayments for the year (277,073,718.77) Gross book value – closing balance 1,088,636,518.22 Accumulated value adjustment – opening balance — Allocation of value adjustments for the year — Reversals of value adjustments for the year — Accumulated value adjustment – closing balance — Net book value – opening balance 30,500.00 Net book value – closing balance 1,088,636,518.22 On February 23, 2021, the Company made an additional capital contribution to LS I Advisors GmbH & Co. KG amounting to EUR 277,600,000.00. This refers to the proceeds from the issuance of Class A Shares and A Warrants, including the Additional Sponsor Subscription (note 5) which were held in escrow by LS I Advisors GmbH & Co. KG. On July 14, 2021, the Company entered into a Business Combination Agreement (“BCA”) with HomeToGo GmbH, in which HomeToGo GmbH shares will be contributed to the Company by HomeToGo GmbH shareholders in exchange for the issuance of the Company’s Class A Shares (“HTG Business Combination”). On September 21, 2021, the HTG Business Combination was successfully completed and the Company became the legal parent company of HomeToGo GmbH. The total acquisition cost amounted to EUR 1,087,039,971.40. In addition, the capitalized incidental costs on the acquisition amounted to EUR 1,039,765.59 which mainly refer to legal fees. On September 21, 2021, LS I Advisors GmbH & Co. KG repaid the capital contribution amounting to EUR 277,073,718.77. This refers to the release of the monies held in escrow upon the consummation of HTG Business Combination. Shares in affiliated undertakings in which the Company holds at least 20% share capital or which it is a general partner are as follows: Name of undertakings Registered office Ownership %/ Contribution Cost of acquisition (in EUR) Last balance sheet date Net equity as at 31.12.2021 Profit/(Loss) as at 31.12.2021 (in EUR) LS I Advisors Verwaltungs- GmbH Theresienhöhe 28, 80339 München, Deutschland 100% 28,500.00 31.12.2021 (25,846.72) (440.47) LS I Advisors GmbH & Co.KG Theresienhöhe 28, 80339 München, Deutschland EUR 500 () 528,281.23 31.12.2021 559,734.50 (4,517.63) HomeToGo GmbH Pappelallee 78/79, 10437 Berlin, Germany 100% 1,088,079,736.99 31.12.2021 306,255,389.07 (20,496,173.64) (*) The Company is the sole limited partner of LS I Advisors GmbH & Co. KG and therefore holds 100% of the contributions. The Management Board did not identify a permanent value adjustment within financial assets. Therefore, no adjustments in value of the financial assets have been recognized. 67 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 HTG 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. 68 5. Capital and reserves Movements during the year are as follows: (in EUR) Subscribed capital Share premium account Legal reserves Reserve for own shares Reserves provided for by the articles of association Other available reserves Profit or loss brought forward Profit or loss for the financial year Total Opening balance 120,000.00 — — — — — — (1,043,920.28) (923,920.28) Issuance of new shares 2,321,068.45 1,200,238,369.63 — — — — — — 1,202,559,438.08 Issuance of warrants — — — — — 9,222,897.89 — — 9,222,897.89 Redemption of shares (note 4) — (102,692,447.53) — 102,692,447.53 — — — — Allocation of warrant reserve — (280,065.00) — — 280,065.00 — — — — Allocation of previous year’s results to profit or loss brought forward — — — — — — (1,043,920.28) 1,043,920.28 — Results for the financial year/ period — — — — — — — (17,740,225.91) (17,740,225.91) Closing balance 2,441,068.45 1,097,265,857.10 — 102,692,447.53 280,065.00 9,222,897.89 (1,043,920.28) (17,740,225.91) 1,193,118,189.78 69 Subscribed Capital and Share premium Convertible Class B Shares As at December 31, 2020, the subscribed share capital amounts to EUR 120,000.00 consisting of 6,250,000 redeemable Class B Shares, without nominal value which were subscribed by the Founders of the Company (hereinafter also referred to as "SPAC Founders"). On February 15, 2021, the Company created three classes of Class B Shares, namely Class B1, Class B2 and Class B3 Shares, (together as “Class B Shares”) and converted the existing 6,250,000 shares into these classes. On February 19, 2021, the SPAC Founders subscribed an additional 208,334 Class B1 Shares, 208,333 Class B2 Shares and 208,333 Class B3 shares for an aggregate price of EUR 12,000.00. On February 19, 2021, the Company issued 260,000 redeemable class B1 shares (par value of EUR 0.0192 per share) which were issued together with 86,666 Class B Warrants (allocated value of EUR 866.66), for an aggregate price of EUR 2,600,000.00 (“Additional Sponsor Subscription”). The Class B Shares are not listed on a stock exchange. 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. As at December 31, 2021, the Class B1 Shares are converted to Class A Shares. Class A Shares On February 19, 2021, the Company had issued 27,500,000 redeemable public shares (or “Class A Shares”) with a par value of EUR 0.0192 per share, International securities identification number (“ISIN”) LU2290523658, together with Class A Warrants (together, as “unit”) for an aggregate price of EUR 10.00 per unit. The Class A Warrants has an allocated value of EUR 91,666.66 from the total proceeds. The proceeds were temporarily held in escrow by LS I Advisors GmbH & Co. KG and was also released upon the consummation of HTG Business Combination. On September 21, 2021, in connection with the HTG Business Combination, below are the movements in the subscribed capital and share premium: •the Company issued 7,500,000 Class A Shares at EUR 10.00 per share (par value of EUR 0.0192 per share) to PIPE (“Private Investments in Public Equity”) investors; •the Company issued 80,793,077 Class A Shares at EUR 10.00 per share (par value of EUR 0.0192 per share) to the shareholders of HomeToGo GmbH in exchange of HomeToGo GmbH shares (contribution in kind); and •the Company issued 4,210,905 Class A Shares at EUR 10.00 per share (par value of EUR 0.0192 per share) as a settlement against the claim of the holders of the virtual options of HomeToGo GmbH that was assumed by the Company. On the same date, the Company also redeemed a number of Class A Shares and Class B1 Shares, as disclosed in Note 4. As at December 31, 2021, 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. 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 70 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 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. 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 allocated EUR 280,065.00 to the warrant reserve. Other reserves Other reserves refers 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 December 31, 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 SPAC Founders agreed to set off EUR 1,500,000.00 of the shareholder loan (note 6) against the subscription price of the warrants. The SPAC 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 SPAC Founders subsequent to the consummation of HTG Business Combination amounting to EUR 2,068,944.19. 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. 71 The excess portion of the Additional Sponsor Subscription remaining after the consummation of the Business Combination was repaid to the SPAC Founders through the redemption of the respective Class B1 Shares (note 4) and Warrants. As at December 31, 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 SPAC Founders or their Permitted Transferees (defined in the prospectus). Class B Warrants are not part of the private placement and is not listed on a stock exchange. 6. Creditors Creditors are composed of the following: (in EUR) Becoming due and payable within one year Becoming due and payable after more than one year Total 31.12.2021 Total 31.12.2020 Trade creditors and accruals 1,338,845.22 — 1,338,845.22 190,915.04 Payable to related party 346,217.49 — 346,217.49 — Payable to directors 123,287.68 — 123,287.68 — Other payables 4,821.71 — 4,821.71 — Shareholders loans - interests — — — 1,397.25 Shareholders loans - principal — — — 1,500,000.00 Total 1,813,172.10 — 1,813,172.10 1,692,312.29 On December 10, 2020, a shareholder loan agreement was granted by the SPAC Founders to the Company as a borrower, for an amount of EUR 10,000,000.00 with an interest rate of 2% p.a. and a maturity date December 31, 2022. The total amount of the paid-out loan as at December 31, 2020 amounted to EUR 1,500,000.00. The interest expense accrued on the loan was EUR 1,397.25 as at December 31, 2020. On February 18, 2021, the SPAC Founders agreed to set off the loan balance due against the subscription price of the Class B Warrants (note 5). Consequently, the loan agreement was terminated and any interest accrued on the loan was waived by the SPAC Founders. The accrued interest on the loan as at February 18, 2021 amounted to EUR 3,945.22. The total accumulated interest on the loan amounted to EUR 5,342.47 (which was waived as a result of the set off) is presented as part of Other interest receivable and similar income in the profit and loss account. 7. Other external expenses Other external expenses are composed of: (in EUR) 2021 From 26.11.2020 to 31.12.2020 Underwriting fees 9,000,000.00 — Legal fees 1,845,255.76 922,544.88 Audit fees 1,604,657.79 44,226.00 Consulting, advisory fees and other professional fees 1,475,398.44 10,000.00 Accounting and administration fees 1,429,923.42 64,916.38 Negative interest on the bank accounts 629,576.70 — Listing and agency fees 519,901.24 — Other insurance 273,232.28 — Bank fees 23,176.11 835.77 Rent 5,265.00 — Total 16,806,386.74 1,042,523.03 72 The total audit fees paid are as follows: (in EUR) 2021 From 26.11.2020 to 31.12.2020 Statutory audit of the annual accounts 707,147.28 44,226.00 Audit-related fees 651,810.51 — Other fees 245,700.00 — Total 1,604,657.79 44,226.00 8. Other operating expenses Other operating expenses are composed of: (in EUR) 2021 From 26.11.2020 to 31.12.2020 Directors’ fees 496,499.88 — Directors’ expenses 12,606.92 — CSSF fees 161,972.52 — Other operating charges, etc. 149.77 — Total 671,229.09 — 9. Other interest and similar expenses As at December 31, 2021, the Company incurred negative interest on its bank account amounting to EUR 269,406.43 (2020: nil).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, 2021 (2020: 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 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, 2021 (2020: nil). 12. Advances and loans granted to the members of the Management and Supervisory Board The Company did not grant any advances or loans to members of its Management Board during the financial year ended on December 31, 2021 (2020: nil). 13. Off balance sheet commitments There are no off-balance sheet commitments as of December 31, 2021 (2020: None). 14. Subsequent events In February 2022, a number of countries (including the US, the UK and the EU) imposed sanctions against certain entities and individuals in Russia and Belarus as a result of the official recognition of the Donetsk People Republic and Luhansk People Republic by the Russian Federation. Announcements of potential additional 73 sanctions have been made following military operations initiated by Russia against Ukraine on February 24, 2022. Due to the war in Ukraine, there has been a significant increase in volatility on the securities and currency markets. It is expected that these events may affect the activities of Russian enterprises in various sectors of the economy, but also the economy of sanctioning countries and people in those countries as well. The Management Board regards these events as non-adjusting events after the reporting period. Although neither HTG's performance and going concern nor operations, at the date of this report, have been significantly impacted by the above, the Management Board continues to monitor the evolving situation and its impact on the financial position and results of the company. The indirect impact of the war in Ukraine and its implications, such as a potential change in travel behavior, cannot be quantified at this point in time. Luxembourg, March 28, 2022 Management Board of HomeToGo SE Dr. Patrick Andrae Wolfgang Heigl Co-Founder & CEO Co-Founder & CSO Valentin Gruber Steffen Schneider COO CFO 74 75