Independent auditor's review report

To: the shareholders of Banijay Group N.V.

Our conclusion

We have reviewed the condensed consolidated interim financial statements included in the accompanying interim financial report of Banijay Group N.V. based in Amsterdam for the period from 1 January 2024 to 30 June 2024.

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial statements for the six-month period ended 30 June 2024 of Banijay Group N.V. for the period from 1 January 2024 to 30 June 2024, are not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.

The condensed consolidated interim financial statements for the six-month period ended 30 June 2024 comprise:

• The consolidated interim statement of financial position as at 30 June 2024
• The following consolidated interim statements for the period from 1 January 2024 to 30 June 2024: the statements of income, comprehensive income, changes in equity and cash flows
• The notes comprising material accounting policy information and selected explanatory information

Basis for our conclusion

We conducted our review in accordance with Dutch law, including the Dutch Standard 2410, "Het beoordelen van tussentijdse financiële informatie door de accountant van de entiteit" (Review of interim financial information performed by the independent auditor of the entity). A review of interim financial information in accordance with the Dutch Standard 2410 is a limited assurance engagement. Our responsibilities under this standard are further described in the Our responsibilities for the review of the condensed consolidated interim financial statements section of our report.

We are independent of Banijay Group N.V. in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Corresponding figures neither audited nor reviewed

We have neither audited nor reviewed the condensed consolidated interim financial statements for the period from 1 January 2023 to 30 June 2023. Consequently, we have neither audited nor reviewed the corresponding figures included in the consolidated interim statements of income, comprehensive income, changes in equity and cash flows and the related notes.

Responsibilities of the board of directors for the condensed consolidated interim financial statements The board of directors is responsible for the preparation and presentation of the condensed consolidated interim financial statements in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.

Furthermore, the board of directors is responsible for such internal control as it determines is necessary to enable the preparation of the condensed consolidated interim financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibilities for the review of the condensed consolidated interim financial statements Our responsibility is to plan and perform the review in a manner that allows us to obtain sufficient and appropriate assurance evidence for our conclusion.

The level of assurance obtained in a review engagement is substantially less than the level of assurance obtained in an audit conducted in accordance with the Dutch Standards on Auditing. Accordingly, we do not express an audit opinion.

We have exercised professional judgment and have maintained professional skepticism throughout the review, in accordance with Dutch Standard 2410.

Our review included among others:

• Updating our understanding of Banijay Group N.V. and its environment, including its internal control, and the applicable financial reporting framework, in order to identify areas in the condensed consolidated interim financial statements where material misstatements are likely to arise due to fraud or error, designing and performing analytical and other review procedures to address those areas, and obtaining assurance evidence that is sufficient and appropriate to provide a basis for our conclusion
• Obtaining an understanding of internal control as it relates to the preparation of interim financial information
• Making inquiries of the board of directors and others within Banijay Group N.V.
• Applying analytical procedures with respect to information included in the condensed consolidated interim financial statements
• Obtaining assurance evidence that the condensed consolidated interim financial statements agree with, or reconcile to, Banijay Group N.V.'s underlying accounting records
• Evaluating the assurance evidence obtained
• Considering whether there have been any changes in accounting principles or in the methods of applying them and whether any new transactions have necessitated the application of a new accounting principle
• Considering whether the board of directors has identified all events that may require adjustment to or disclosure in the condensed consolidated interim financial statements
• Considering whether the condensed consolidated interim financial statements have been prepared in accordance with the applicable financial reporting framework and represents the underlying transactions free from material misstatement

Amsterdam, 1 August 2024

EY Accountants B.V.

signed by J.J. Vernooij

Interim Financial Report and Unaudited Condensed Consolidated Interim Financial Statements

For the six-month period ended 30 June 2024

1.	Interim management report	2
	1.1 Business overview	2
	1.2 Significant events during the first half of 2024	3
	1.2.1 Rebranding of the Group	3
	1.2.2 Banijay Entertainment	3
	1.2.3. Banijay Gaming	4
	1.3 Analysis of results for the half-years ended 30 June 2024 and 30 June 2023	5
	1.4 Analysis of Cash flows for the half-years ended 30 June 2024 and 2023	11
	1.5 Main transactions with related parties	15
	1.6 Outlook	15
	1.7 Main risks and uncertainties	16
	1.8 Subsequent events	16
2.	Condensed Financial Statements for the six-month period ended 30 June 2024	17
3.	Other information 38
4.	Statement of the Management Board 39

IMPORTANT INFORMATION

Defined terms

In this Interim Financial Report, the term "Company" means the company Banijay Group N.V. (known as FL Entertainment NV prior to 23 May 2024), a Dutch public company with limited liability (naamloze vennootschap), with share capital of €8,698,462.62 whose Ordinary Shares are admitted to listing and trading on Euronext Amsterdam, having its business address at 5 rue François 1 er, 75008 Paris, France. The Company is registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 85742422 and registered under number 913 167 227 RCS Paris, and its Legal Entity Identifier is 894500G73K46H93RF180 ("Banijay Group" or, prior to 23 May 2024,"FL Entertainment".

A glossary of the main defined terms used in this Interim Financial Report can be found in the Glossary on pages 377 to 382 of the 2023 Universal Registration Document approved on 28 March 2024 by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the "2023 Universal Registration Document").

1. INTERIM MANAGEMENT REPORT

Preliminary considerations

On 1 August 2024, the Board of Directors of Banijay Group approved the financial report and the unaudited condensed financial statements for the half-year ended 30 June 2024.

The Condensed Financial Statements were prepared in accordance with IAS 34 – IFRS as adopted by the European Union and applicable to interim financial information.

The financial report for the first half of 2024 should be read in conjunction with the 2023 Universal Registration Document. The Condensed Financial Statements for the first half-year ended 30 June 2024, have not been reviewed or audited.

1.1 Business overview

	Half-year ended 30 June
	2024	2023	% Change

Revenues	2 093.3	1 923.3	8.8%
Adjusted EBITDA	367.5	327.3	12.3%
Adjusted EBITDA margin	17.6%	17.0%	0.01 pts
Adjusted Net Income	190.8	167.4	14.0%
Adjusted Free Cash Flow	284.7	274.1	3.9%
Adjusted Cash Conversion Rate	77.5%	83.7%
	HY24	FY23	% Change

Net financial debt…	2,400	2,280	5.3%
Leverage…	3.1	3.1

* Non-IFRS measure - This Interim Financial Review and Unaudited Condensed Consolidated Interim Financial Statements include certain alternative performance indicators which are not defined in the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board as endorsed by the EU. The descriptions of these alternative performance indicators and reconciliations of non-IFRS to IFRS measures are included in this report (please refer to Note 4 to the Condensed Financial Statements for the half-year ended 30 June 2024).

Half-year revenue grew by €170 million, reaching €2,093 million. Banijay Entertainment generated €1,396 million of revenue while the Banijay Gaming business generated €698 million of revenue.
Adjusted EBITDA rose by 12.3% to €368 million.
Adjusted Free Cash Flow improved by 3.9% to €285 million.

1.2 Significant events during the first half of 2024

1.2.1 Rebranding of the Group

On 15 May 2024, FL Entertainment announces a group-wide global rebrand. Leveraging the powerful, world-renowned Banijay brand, which has established itself as a beacon for innovation and creativity in the entertainment industry globally, FL Entertainment has been renamed Banijay Group. The new branding reflects the ambition of the Group to be the European leader in the global entertainment industry. The Group will now comprise:

Banijay Entertainment (which includes the leading Content production & distribution business formerly "Banijay", with 130+ production companies across 21 territories, the content powerhouse creates and distributes culture-defining IP for audiences globally), and Banijay Live (formalizing our live experiences business and cementing its ambition to be a consolidator in this market. With Balich Wonder Studio and a minority investment in The Independents, the leading player in live experiences and specialize in the production of institutional ceremonies and live events in the sports, luxury and fashion industries).
Banijay Gaming regrouping our Online sports betting & gaming business. The consumerfacing brands "Betclic" and "Bet at Home" – leaders in several European countries, and Africa – remain unchanged.

From a financial reporting perspective, the Group will continue to report its operational activities in two business segments:

Content production & distribution, incorporating Banijay Entertainment and Banijay Live;
Online sports betting & gaming, incorporating Banijay Gaming.

1.2.2 Banijay Entertainment

Acquisition of Authentic Media

On 11 January 2024, Banijay France SAS acquired Authentic Productions, based in France. The entity produces scripted content in several formats (short, 26', 52' and 90') and genres (drama, comedy, crime) mainly for linear broadcasters and, hopefully in the future, for platforms.

Acquisition of GloNation

On 3 May 2024, HMGGLO (via Hyphenate Media Group), acquired Gloria Calderon Kellett's scripted company, GloNation, based in the United States of America. GloNation is a TV production company focused on scripted English programs portraying characters with Latin American heritage.

Acquisition of Garrison Drama (ex-Caryn Mandabach Production)

On 5 June 2024, Banijay Media Limited (UK based), acquired Caryn Mandabach Productions (CMP) based in the United Kingdom. The entity is an award winning, independent television and film production company which owns parts of the rights of BAFTA winning drama PEAKY BLINDERS.

Repricing Term Loans

On 1 February 2024, Banijay Entertainment S.A.S has announced that it successfully repriced its €555 million term loan facility (the "EUR Term Loan") at EURIBOR plus 3.75% and its \$554 million term loan facility (the "USD Term Loan") at SOFR plus 3.25%, in each case at par. The repricing will reduce the margins on the term loans from EURIBOR plus 4.50% for the EUR Term Loan and from SOFR plus 3.75% for the USD Term Loan.

1.2.3. Banijay Gaming

None.

1.3 Analysis of results for the half-years ended 30 June 2024 and 30 June 2023

The Group operates two operating segments which reflect the internal organizational and management structure according to the nature of the products and services provided:

Banijay Entertainment incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences; and
Banijay Gaming comprises sports betting, poker, casino and turf. This segment corresponds to the Betclic Everest Group.

In addition, a third operating segment "Holding" includes the corporate activities.

As of 30 June 2024, the internal reporting has been slightly modified to focus on the Group's operational activities. Consequently, the activities of Banijay Group Holding S.A.S have been reallocated to the Holding segment. The following tables present information in accordance with this new allocation, and the comparative information has been restated in accordance with IFRS 8, Operating segments.

The following tables present information with respect to the Group's business segments in accordance with IFRS 8 for the half-years ended 30 June 2024 and 30 June 2023.

				2024	Half-year ended 30 June			2023
	Banijay Entertainment	Banijay Gaming	Holding	Total Group	Banijay Entertainment	Banijay Gaming	Holding	Total Group	% Change
Revenues	1,395.8	697.6	0.0	2,093.3	1,434.0	489.3	0.0	1,923.3	8.8%
External expenses	(631.5)	(464.3)	(3.8)	(1,099.7)	(676.7)	(314.7)	(2.1)	(993.5)	10.7%
Staff costs	(602.0)	(93.3)	(10.8)	(706.1)	(602.3)	(68.2)	(8.6)	(679.1)	4.0%
Other operating income	0.5	0.0	0.0	0.5	5.8	0.0	0.0	5.7	(91.7)%
Other operating expenses	(30.7)	(9.7)	(0.5)	(40.9)	(18.5)	(7.4)	(0.8)	(26.7)	52.6%
Depreciation and amortization expenses	(58.1)	(5.7)	(0.0)	(63.8)	(55.4)	(4.9)	(0.0)	(60.3)	5.8%
Operating profit (loss)	74.1	124.4	(15.2)	183.3	86.8	94.0	(11.5)	169.4	8.2%
Financial income	0.8	0.0	0.2	1.1	1.2	0.0	0.4	1.6	(35.6)%
Interest expenses	(83.4)	(8.0)	(4.1)	(95.5)	(83.9)	(5.0)	(1.5)	(90.5)	5.5%
Cost of net debt	(82.5)	(8.0)	(3.8)	(94.4)	(82.7)	(5.0)	(1.1)	(88.8)	6.3%
Other finance income (costs)	(30.8)	0.0	2.1	(28.6)	(40.2)	(0.3)	(17.6)	(58.2)	(50.8)%
Net financial income/(expenses) Share of net income	(113.3)	(8.0)	(1.7)	(123.0)	(122.9)	(5.4)	(18.7)	(147.0)	(16.3)%
from associates & joint ventures	(2.5)	0.0	0.0	(2.5)	(1.3)	0.0	0.0	(1.3)	98.3%
Earnings before income tax expenses	(41.8)	116.4	(16.9)	57.8	(37.4)	88.6	(30.2)	21.1	173.8%
Income tax expenses	5.6	(26.0)	2.3	(18.0)	6.3	(15.2)	(0.6)	(9.5)	89.3%
Profit (loss) from continuing operations	(36.1)	90.5	(14.6)	39.8	(31.1)	73.5	(30.8)	11.6	243.0%
Profit (loss) from discontinued operations	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Net income (loss) for the period	(36.1)	90.5	(14.6)	39.8	(31.1)	73.5	(30.8)	11.6	243.0%

Segmental information

In € million	Half-year ended 30 June
	2024	2023	% Change
Banijay Entertainment……………………………………
Revenues…	1,395.8	1,434.0	(2.7)%
Operating profit/loss…	74.1	86.8	(14.7)%
Adjusted EBITDA…	196.4	200.7	(2.1)%
Net income…	(36.1)	(31.1)	16.1%
Banijay Gaming………………………………………….
Revenues…	697.6	489.3	42.6%
Operating profit/loss…	124.4	94.0	32.4%
Adjusted EBITDA……	176.4	130.2	35.5%
Net income…	90.5	73.5	23.1%
Holding…
Revenues…	0.0	0.0	(100.0)%
Operating profit/loss…	(15.2)	(11.5)	32.7%
Adjusted EBITDA…	(5.2)	(3.5)	49.1%
Net income	(14.6)	(30.8)	(52.6)%

Revenues

For the first half of 2024, the Group's consolidated revenues were €2,093 million compared to €1,923 million for the same period in 2023 (+8.8%). At constant exchange rates, revenues would have increased by +8.6 %.

For a detailed analysis of revenues by business segment, please refer to Note 4 to the Condensed Financial Statements for the half-year ended 30 June 2024.

▪ Banijay Entertainment:

Banijay Entertainment amounted to 67% of the Group's consolidated revenues for the half-year ended 30 June 2024, compared to 75% for the half-year period ended 30 June 2023. Revenues for this business were €1,396 million in the first half-year of 2024, a decrease of €-38 million or -2.7% compared to the first half-year 2023 and is allocated as follow:

	Half-year ended 30 June
	2024	2023	% Change
Production	1,097.5	1,179.3	(6.9)%
Distribution	147.6	184.3	(19.9)%
Live experiences & other	150.7	70.4	114.1%
Banijay Entertainment	1,395.8	1,434.0	(2.7)%

Revenue totaled €1,395.8 million, down by 2.7% at constant currency compared to the first half-year ended 30 June 2024, reflecting anticipated amplified seasonality of major scripted show deliveries in Q4 2024 compared to 2023.

Content production revenue in H1 2024 stood at €1,097.5 million, down -6.9% with Q2 2024 down -11.0%, due to anticipated show phasing effect compared to H1 2023.

Distribution revenue was down -20.2% to €147.6 million due to a high comparison basis in H1 2023 when a significant number of new scripted shows were delivered.

The content catalogue increased by a further +10,000 hours to around 195,000 hours at the end of June 2024 compared to December 2023.

Live experiences & other revenue growth (+114% to €150.7 million in H1 2024) is mainly attributable to the consolidation of Balich Wonder Studio.

In H1 2024, Balich Wonder Studio produced the opening ceremony for Euro 2024 in Munich and the ceremony for the UEFA Champions League final in London in June 2024. These events attracted more than 20 million and more than 150 million onscreen viewers, respectively.

	Half-year ended 30 June
In € million	2024	2023	% Change
Sportsbook	551.4	389.2	41.7%
Casino	98.9	65.4	51.3%
Poker	37.6	28.6	31.3%
Turf	9.7	6.1	59.5%
Banijay Gaming	697.6	489.3	42.6%

Banijay Gaming

Banijay Gaming recorded a standout performance in H1 2024, driven by all products across core geographies, and recent markets such as Ivory Coast. Revenue was up +41.7% to €697.6 million versus H1 2023, including +52.5% in Q2 2024 fueled by a busy sports calendar. In H1 2024, sportsbook revenue rose by +40.6% to €551.4 million, while Online Casino, Poker and Turf revenue recorded a growth of +46.0% to reach €146.1 million.

The number of Unique Active Players increased by +37% in H1 2024 even against high H1 2023 comparison, which benefited from the FIFA World Cup at the end of 2022.

The outstanding growth featured major events such as the UEFA Champions League and UEFA Euro 2024, as well as market share gains across all geographies. In June 2024, Betclic released the eighth version of its app with new designs and more emotions for the players in sportsbetting, poker and casino. Supersub was introduced on the French market for UEFA Euro 2024. In addition, Betclic continues to expand its betting offer with a particular emphasis on live betting and "props" bets.

The continuous improvement of the platform combined with strong interest in products have strengthened leading positions in core markets. The recently added territory of Ivory Coast recorded standout Unique Active Player growth.

The Group continues to strengthen its Responsible Gaming policy, with 99.0% of its online sports betting & gaming revenue being generated in locally regulated markets in H1 2024, stable compared to 2023.

Operating profit (loss)

Operating profit was €183 million for the first half-year of 2024, compared to €169 million for the halfyear ended 30 June 2023, an increase of €14 million (+8.2%). Operating profit included:

External expenses of -€1,100 million, compared to -€994 million for the first half of 2023. The change was mainly due to higher betting tax in line with the increase in Banijay Gaming activity as well as higher marketing costs in line with the busy sports calendar.
Staff costs of -€706 million, compared to -€679 million for the first half of 2023. The increase is in line with the increase of the activity.
Other operating income and expenses resulting in a net charge of -€40 million, compared to -€21 million for the first half of 2023. For the first half of 2024, the net expenses mainly related to management fees for -€12 million, restructuring and reorganization costs for -€26 million, and tax and duties for -€3 million.
Depreciation and amortization expenses increasing by -€3 million to -€64 million, compared to -€60 million for the half-year ended 30 June 2023.

Banijay Entertainment & Live contributed €74 million to the Group's operating profit, a decrease of -€13 million, or -14.7% compared to the first half of 2023.

Banijay Gaming contributed €124 million to the Group's operating profit, an increase of +€30 million, or +32.4% compared to the first half of 2023.

Adjusted EBITDA

Adjusted EBITDA is not a financial measure calculated in accordance with IFRS. Adjusted EBITDA is used to measure performance as management believes that this measurement is the most relevant in evaluating the results of the segments. The presentation of this financial measure may not be comparable to similarly titled measures reported by other companies due to differences in the ways the measures are calculated.

The reconciliation between operating profit / (loss) and Adjusted EBITDA is presented in the table below:

	Half-year ended June 30, 2024
	Banijay Banijay Entertainment Gaming		Holding	Total Group
Operating profit (loss)	74.1	124.4	(15.2)	183.3
Restructuring costs and other non-core items	23.0	1.5	1.8	26.3
LTIP and employment-related earn-out and option expenses	43.1	44.7	8.2	96.1
Depreciation and amortization (excluding D&A fiction(1))	56.2	5.7	0.0	61.8
ADJUSTED EBITDA	196.4	176.4	(5.2)	367.5

(1) 2.8 million of first amortization of fiction production recognized in 2024.

	Half-year ended June 30, 2023
	Banijay Entertainment	Banijay Gaming	Holding	Total Group
Operating profit (loss)	86.8	94.0	(11.5)	169.4
Restructuring costs and other non-core items	7.5	1.6	0.5	9.5
LTIP and employment-related earn-out and option expenses	51.0	29.7	7.4	88.1
Depreciation and amortization (excluding D&A fiction(1))	55.4	4.9	0.0	60.3
ADJUSTED EBITDA	200.7	130.2	(3.5)	327.3

(1) No amortization of fiction production recognized in 2023.

For the first half of 2024, Adjusted EBITDA amounted to €368 million, compared to €327 million for the first half of 2023. The increase in Adjusted EBITDA mainly reflects the growth of the activity and the solid profitability of the group.

Net financial income (expense)

	Half-year period ended 30 June
	2024 2023
	Banijay Entertainment	Banijay Gaming	Holding	Total Group	Banijay Entertainment	Banijay Gaming	Holding	Total Group	% Change
Interests paid on bank borrowings and bonds	(83.4)	(8.0)	(4.1)	(95.5)	(83.9)	(5.0)	(1.5)	(90.5)	5.5%
Cost of gross financial debt	(83.4)	(8.0)	(4.1)	(95.5)	(83.9)	(5.0)	(1.5)	(90.5)	5.5%
Interests received on cash and cash equivalents	0.8	0.0	0.2	1.0	1.2	0.0	0.4	1.6	(35.6)%
Gains on assets contributing to net financial debt	0.8	0.0	0.2	1.1	1.2	0.0	0.4	1.6	(35.6)%
Cost of net debt	(82.5)	(8.0)	(3.8)	(94.4)	(82.7)	(5.0)	(1.1)	(88.8)	6.3%
Interests paid on current accounts liabilities	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0%
Interests received on current accounts receivables	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0%
Interests on lease liabilities	(3.3)	(0.4)	0.0	(3.7)	(2.9)	(0.2)	0.0	(3.1)	19.0%
Change in fair value of financial instruments	(21.2)	0.0	2.8	(18.3)	(14.1)	0.0	(16.9)	(31.0)	(40.8)%
Currency gains (losses)	3.9	(0.5)	0.0	3.4	(19.5)	(0.1)	0.0	(19.6)	(117.6)%
Other financial gains (losses)	(10.2)	0.9	(0.7)	(10.1)	(3.8)	(0.0)	(0.7)	(4.5)	120.7%
NET FINANCIAL INCOME (EXPENSE)	(113.3)	(8.0)	(1.7)	(123.0)	(122.9)	(5.4)	(18.7)	(147.0)	(16.3)%

For the first half of 2024, net financial result was an expense of -€123 million, compared to -€147 million for the first half of 2023. Of this amount:

The cost of net debt for the first half of 2024, amounted to -€94 million, compared to -€89 million for the first six months of 2023. The increase by -€5 million is mostly explained by (i) interest expenses of -€3 million on Senior Loan for Banijay Gaming and by (ii) -€3 million of interest expenses on vendor loan for Holdings.
Other financial income and expenses as of 30 June 2024 amounted to -€29 million, compared to -€58 million for the first six months of 2023. The increase of €30 million were mainly driven by:
- +€23 million related to FX impact to reach a gain of €3 million in the first six months of 2024 compared to a negative impact by -€20 million in 2023;
- +€12 million of reevaluation expenses mainly related to the earnout, put option debts, and earn out for -€4 million compared to -€16 million in 2023;
- +€2 million related of discounting expenses from employment related earn out and option obligations to reach -€10 million compared to -€12 million in 2023.

The Group's gross total financial debt as of 30 June 2024, amounted to €2,934 million, compared to €2,904 million as of 31 December 2023. The gross financial debt is broken down as follows:

€2,584 million for Banijay Entertainment as of 30 June 2024 compared to €2,536 million as of 31 December 2023 (+€48 million), mainly explained by (i) a FX impact of +€29 million, (ii) an increase in bank borrowings attributable to a drawdown on the revolving credit facility (RCF) for €+45 million, and (iii) an impact of accrued interests for -€9 million;
€202 million for Banijay Gaming compared to €224 million as of 31 December 2023, mainly explained by repayment of Senior Loan Tranche A for €18 million.
€148 million for Holding compared to €144 million as of 31 December 2023 (+€4 million) explained by the accrued interest of the half-year on the vendor loans granted by some shareholders as part of the Group reorganization in June 2022.

Net financial debt increased from €2,280 million as of 31 December 2023, to €2,400 million as of 30 June 2024, respectively €2,274 million for Banijay Entertainment (+€144 million compared to 31 December 2023), €72 million for Banijay Gaming (-€17 million compared to 31 December 2023) and €55 million for Holding (-€7 million compared to 31 December 2023). The overall increase of +€120 million is mostly due to the Adjusted Operating Free cash flow of the period (€-263 million), offset by the impact of acquisitions, disposals and change in financial assets (+€58 million), interest of the period (+€94 million), LTIP and exceptional items paid during the period (+€58 million), and the dividends paid to Banijay Group Shareholders and to non-controlling interests of the consolidated companies (+€166 million). Please refer to Note 4 to the Condensed Financial Statements for the sixmonth period ended 30 June 2024.

The Group's leverage, defined as Net Debt divided by 12 month Adjusted EBITDA stood at 3.1x compared to the 3.1x registered on 31 December 2023.

Income tax expenses

The tax charge for the six-month period ended 30 June 2024 was -€18 million compared to -€10 million for the six-month period ended 30 June 2023, representing an effective tax rate of 17.5% for the six-month period ended 30 June 2024 compared with 16.4% for the six-month period ended 30 June 2023.

For more details, please refer to Note 9 to the Condensed Financial Statements for the six-month period ended 30 June 2024.

Net income/(loss) for the period

As a result of the changes described above, the Group's net income/(loss) increased by +€28 million to €40 million for the six-month period ended 30 June 2024, from €12 million for the six-month period ended 30 June 2023.

Net income/(loss) for the period per business

Banijay Entertainment

Net income/(loss) for the period decreased by -€5 million to a loss of -€36 million for the six-month period ended 30 June 2024, from -€31 million for the six-month ended 30 June 2023.

Banijay Gaming

Net income/(loss) for the period increased by +€17 million to a profit of €91 million for the six-month period ended 30 June 2024, from €73 million for the six-month ended 30 June 2023.

Half-year ended 30 June
		2024			2023
	Banijay Entertainment	Banijay Gaming	Holding	Total Group	Banijay Entertainment	Banijay Gaming	Holding	Total Group	% Change
Net cash flows provided by operating activities	131.6	142.0	(5.4)	268.2	96.6	71.2	(9.0)	158.7	69.0%
Net cash flows (used in)/from investing activities	(96.3)	11.8	(0.2)	(84.7)	(50.4)	(0.8)	(86.4)	(137.6)	(38.5)%
Net cash flows (used in)/from financing activities	(145.8)	(137.2)	13.9	(269.2)	(28.2)	(74.8)	94.3	(8.8)	N/A
Effect of foreign exchange rate differences	19.3	0.0	0.0	19.3	(28.2)	0.0	0.0	(28.2)	N/A
Net increase (decrease)
of cash and cash equivalents	(91.3)	16.5	8.3	(66.4)	(10.2)	(4.5)	(1.2)	(15.9)	317.7%
Cash and cash equivalents at the beginning of the period	368.1	93.3	1.5	462.9	396.1	72.1	11.2	479.4	(3.4)%
Cash and cash equivalents at the end of the period	276.8	109.8	9.9	396.5	385.9	67.6	10.1	463.5	(14.5)%

1.4 Analysis of Cash flows for the half-years ended 30 June 2024 and 2023.

Change in cash flows from operating activities

Net cash provided by operating activities amounted to €268 million for the six-month period ended 30 June 2024, compared to €159 million for the six-month period ended 30 June 2023. This increase reflects the increase of Banijay Gaming (+€70 million), Banijay Entertainment (+€35 million) and Holding (+€4 million). This overall increase of +€109 million was mainly attributable to the following items:

The favorable variance in change working capital for +€88 million, driven by Banijay Entertainment for + €72 million, Banijay Gaming for + €10million.
The effect of the decrease of income tax paid for +€3 million, driven by Banijay Entertainment for -€14 million, and offset by Banijay Gaming for +€16 million;
The increase in net result (+€28 million, with respectively -€5 million for Banijay Entertainment, +€17 million for Banijay Gaming and +€16 million for Holding); partly offset by;
The unfavorable variance in non-cash adjustments (-€10 million).

Change in cash flows from investing activities

Net cash used in investing activities amounted to -€85 million for the six-month period ended 30 June 2024 compared to -€138 million in the six-month period ended 30 June 2023. The improvement by +€53 million was mostly driven by (i) purchases of consolidated companies in Banijay Entertainment, for -€34 million, related to the acquisition of Garisson Drama (ex-Caryn Mandabach Productions) (-€11 million), Authentic Media in France (-€7 million) and GloNation (-€7 million), (ii) an increase of purchase of property, plant and equipment for -€27 million, offset by a change of financial asset increase in Holding (+€78 million), and a change of financial asset decrease in Banijay Gaming for +€31 million, mainly related to reimbursement of cash in trust.

Change in cash flows from financing activities

Net cash used in financing activities amounted to -€269 million for the six-month period ended 30 June 2024, compared to -€9 million for the six-month period ended 30 June 2023. The increase of +€260 million was mostly driven by (i) proceeds from borrowings and other financial liabilities for -€147 million for Banijay Entertainment, and -€155 million for Banijay Gaming, and (ii) interest paid for -€15 million, partly offset by repayment of borrowing and other financials liabilities for +€45 million and a positive impact in the variation for +12 million related to the change in capital on Holding during the first half-year of 2024, with LTIP cash-out compensation.

Adjusted Free Cash Flow

The Group presents its Adjusted Free Cash Flow because it provides investors with relevant information on how management assesses and measures its cash flows from ongoing operating activities. Its purpose is to provide both management and investors with relevant and useful information about the Group's cash generation capacity and performance.

	Half-year ended
	Banijay Entertainment	Banijay Gaming	Holding	Total
Operating profit (loss)	74.1	124.4	(15.2)	183.3
Restructuring costs & other non-core items	23.0	1.5	1.8	26.3
LTIP and employment-related earn-out and option expenses	43.1	44.7	8.2	96.1
Depreciation and amortization (excluding D&A fiction)	56.2	5.7	0.0	61.8
Adjusted EBITDA	196.4	176.4	(5.2)	367.5
Purchase of property, plant and equipment and intangible assets	(43.1)	(14.4)	0.0	(57.5)
Total cash outflows for leases that are not recognised as rental expenses	(23.6)	(1.8)	0.0	(25.4)
Adjusted Free Cash Flow	129.8	160.1	(5.2)	284.7
Adjusted EBITDA	196.4	176.4	(5.2)	367.5
Adjusted Cash Conversion	66.1%	90.8%	100%	77.5%

Half-year ended 30 June 2023

	Banijay Entertainment	Banijay Gaming	Holding	Total
Operating profit (loss)	86.8	94.0	(11.5)	169.4
Restructuring costs & other non-core items	7.5	1.6	0.5	9.5
LTIP and employment-related earn-out and option expenses	51.0	29.7	7.4	88.1
Depreciation and amortization (excluding D&A fiction)	55.4	4.9	0.0	60.3
Adjusted EBITDA	200.7	130.2	(3.5)	327.3
Purchase of property, plant and equipment and intangible assets	(27.0)	(3.8)	(0.0)	(30.8)
Total cash outflows for leases that are not recognized as rental expenses	(20.9)	(1.5)	0.0	(22.4)
Adjusted Free Cash Flow	152.8	124.9	(3.5)	274.1
Adjusted EBITDA	200.7	130.2	(3.5)	327.3
Adjusted Cash Conversion	76.1%	95.9%	100.2%	83.7%

Cash conversion

The Group presents its Adjusted Cash Conversion Rate because it provides investors with relevant information on how management assesses and measures its cash flows from ongoing operating activities compared to the income it generates on a consistent basis as its business grows. Adjusted Cash Conversion Rate is defined as Adjusted Free Cash Flow divided by Adjusted EBITDA.

The Group's Cash Conversion Rate decreased from 83.7% to 77.5% for the six-month period ended 30 June 2024 and remains in line with the Group's objective of maintaining an Adjusted Cash Conversion rate of approximately 80%.

Liquidity

As of 30 June 2024, the Group had the following financing resources:

Gross cash amounting to €397 million;
An undrawn Revolving credit facility (RCF) of €50 million from Holding and €175 million from Banijay Entertainment and €30 million of overdraft not used.

Capital Expenditures

To support its business strategy and development plans and to further expand its business, Banijay Group regularly incurs capital expenditures. The following table sets forth the amount of capital expenditure incurred during the periods presented:

	Half year-ended 30 June
In € million	2024	2023	% Change
Scripted production costs and intellectual property rights	- 45.0	- 13.6	230.9%
Investments in technical equipment	- 7.7	- 13.2	(41.7)%
IT capitalized expenses	- 0.0	- 2.6	(100.0)%

Total	- 52.7	- 29.4	79.3%

Capital expenditures for the six-month period ended 30 June 2024, amounted to €53 million compared to €29 million for the six-month period ended 30 June 2023.

1.5 Main transactions with related parties

No significant changes compared to the information on the main transactions with related parties provided in Note 27 to the Consolidated Financial Statements as of 31 December 2023, in Section 6.1.6 of the 2023 Universal Registration Document.

1.6 Outlook

The Group confirmed its guidance upgraded in March for 2024 to low-teens organic Adjusted EBITDA growth, from the previous guidance of high single-digit organic growth published at FY2023 results.

This reflects the continued profitable growth expected for each business segment. In Banijay Entertainment:

o Major scripted shows are expected to be delivered to the second half of the year, and more specifically to Q4 2024, including new seasons of Marie-Antoinette for Canal+, Carême for Apple TV+, or SAS Rogue Heroes for BBC One in the UK.
o Strong pipeline at Content production & distribution expected to generate FY 2024 organic revenue growth.
o Good pipeline of live shows in H2 2024

In Banijay Gaming, positive commercial momentum combined with a busy sports event calendar including UEFA Euro 2024.

The Group also provides the following additional financial metrics within its FY 2024 guidance:

Free cash flow conversion: above 80%
Net debt leverage: below 3x as at December 2024

1.7 Main risks and uncertainties

The main risks and uncertainties to which the Group believes it is exposed as of the date of this sixmonth period financial report are detailed in Chapter 3 (Risk factors) of the 2023 Universal Registration Document. The Group does not anticipate any changes in its risks that may have an impact on the rest of the 2024 financial year.

1.8 Subsequent events

Holdings

In July 2024, the Group, through Banijay Events exercised a call option to acquire 30% of The Independents, through K10 Securities from "Gardenia" for €(72.8) million by cash-out. In addition, Banijay Events exercised its put option to sell 231,000 Class B Preferred shares to "Gardenia" for €24.8 million. The completion of these transactions occurred on 19 July 2024. Following the exercise of this call option, Banijay Events owns directly and indirectly 14.59% in K10 Holding S.A (holding entity of the group The Independents).

Banijay Gaming

On 31 May 2024, the Group subscribed to a loan with a nominal amount of €170 million from a banking pool composed of BNP Paribas, Natixis and Société Générale. The loan extends until 23 December 2024 and bears interest at Euribor plus a margin of 4%. A possibility of extending the maturity of the loan is planned for repayment on 23 June 2025 at an interest of 5%. The loan was drawn down for the first time for €110 million on 8 July 2024.

2. CONDENSED FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 2024

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2024

Income	Unaudited Consolidated Interim Statement of 3
	Unaudited Consolidated Interim Statement of Comprehensive Income3
	Unaudited Consolidated Interim Statement of Financial Position 4
Cash Flows	Unaudited Consolidated Interim Statement of 5
	Unaudited Consolidated Interim Statement of Changes in Equity6
NOTES TO	THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 7
Note 1	Business presentation7
1.1	Presentation of the business7
1.2	Seasonal activity 7
Note 2	Basis of preparation 8
2.1	Statement of compliance 8
2.2	Significant accounting policies8
2.3	Accounting standard applied 9
2.4	Scope of consolidation 10
2.5	Significant assumptions and estimates 10
2.6	Going concern10
Note 3	Significant events that occurred in the six-month period ended 30 June 202412
3.1	Holding 12
3.2	Banijay Entertainment12
3.3	Banijay Gaming 13
Note 4	Segment information13
Note 5	Revenue 19
Note 6	Staff costs 20
Note 7 expenses	Other operating income and 22
Note 8	Financial Result23
Note 9	Income tax 24

Note 10	Goodwill24
Note 11	Working capital balances25
11.1	Trade receivables25
11.2	Other non-current and current assets 25
11.3	Customer contract liabilities 26
11.4	Other non-current and current liabilities 26
Note 12	Changes in Shareholders equity 27
12.1	Banijay Group equity instruments27
12.2	Distribution of dividends and share premium27
Note 13	Earnings per share27
13.1	Number of shares 27
13.2	Basic and diluted earnings per share 28
Note 14	Financial assets and liabilities28
14.1 assets	Current and non-current financial 28
14.2	Cash and cash equivalents 29
14.3	Current and non-current financial Liabilities 29
14.4	Net financial debt 32
14.5	Derivatives32
Note 15	Financial Instruments33
Note 16	Contingent liabilities 35
Note 17	Off-Balance Sheet Commitments 35
Note 18	Related Parties 37
Note 19	Subsequent events37

UNAUDITED CONSOLIDATED INTERIM STATEMENT OF INCOME

For the six-month period ended 30 June	Note	2024	2023
In € million
Revenue	Note 5	2,093.3	1,923.3
External expenses		(1,099.7)	(993.5)
Staff costs	Note 6	(706.1)	(679.1)
Other operating income	Note 7	0.5	5.7
Other operating expenses	Note 7	(40.9)	(26.7)
Depreciation and amortization expenses		(63.8)	(60.3)
OPERATING PROFIT/(LOSS)		183.3	169.4
Financial income	Note 8	1.1	1.6
Interest expenses	Note 8	(95.5)	(90.5)
Cost of net debt		(94.4)	(88.8)
Other finance income/(costs)	Note 8	(28.6)	(58.2)
NET FINANCIAL INCOME/(EXPENSE)		(123.0)	(147.0)
Share of net income from associates & joint ventures		(2.5)	(1.3)
EARNINGS BEFORE PROVISION FOR INCOME TAXES		57.8	21.1
Income tax expenses	Note 9	(18.0)	(9.5)
PROFIT/(LOSS) FROM CONTINUING OPERATIONS		39.8	11.6
Profit/(loss) from discontinued operations		-	-
NET INCOME/(LOSS) FOR THE PERIOD		39.8	11.6
Attributable to:
Non-controlling interests		5.2	5.3
Shareholders		34.6	6.3
Earnings per share (in €)
Basic earnings per share	Note 13	0.08	0.02
Diluted earnings per share	Note 13	0.08	0.02

UNAUDITED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

For the six-month period ended 30 June
In € million	Note	2024	2023
NET INCOME/(LOSS) FOR THE PERIOD		39.8	11.6
- Foreign currency translation adjustment		(6.4)	6.6
- Fair value adjustment on cash flow hedge		3.0	(1.7)
- Deferred tax on fair value adjustment on cash flow hedge		(0.5)	0.3
ITEMS TO BE SUBSEQUENTLY RECLASSIFIED TO PROFIT OR LOSS		(3.8)	5.2
Actuarial gains and losses		-	-
Deferred tax recognised through reserves		-	-
ITEMS NOT SUBSEQUENTLY RECLASSIFIED TO PROFIT OR LOSS		-	-
CHANGES AND INCOME DIRECTLY RECOGNISED IN EQUITY		(3.8)	5.2
TOTAL COMPREHENSIVE INCOME/(LOSS)		36.0	16.8
Attributable to:
Non-controlling interests		5.7	5.4
Shareholders		30.3	11.4

UNAUDITED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

Assets

In € million	Note	30 June 2024	31 December 2023
Goodwill	Note 10	2,871.4	2,834.0
Intangible assets		245.1	204.7
Right-of-use assets		148.1	149.2
Property, plant and equipment		67.3	70.6
Investments in associates and joint ventures		42.6	31.7
Non-current financial assets	Note 14.1	179.6	228.5
Other non-current assets	Note 11.2	36.7	36.9
Deferred tax assets		71.1	58.4
Non-current assets		3,661.9	3,614.0
Production - work in progress		819.1	678.1
Trade receivables	Note 11.1	529.7	588.9
Other current assets	Note 11.2	390.0	357.6
Current financial assets	Note 14.1	46.1	30.2
Cash and cash equivalents		397.2	464.2
Assets classified as held for sale		-	-
Current assets		2 182.1	2,119.0
ASSETS		5 844.0	5,733.0

Equity and liabilities

In € million	Note	30 June 2024	31 December 2023
Share capital		8.1	8.1
Share premiums		4,108.1	4,108.1
Treasury shares		(0.2)	(0.2)
Retained earnings (deficit)		(4,233.9)	(4,143.7)
Net income/(loss) - attributable to shareholders		34.6	60.8
Shareholders' equity		(83.3)	33.0
Non-controlling interests		18.3	20.2
TOTAL EQUITY		(65.0)	53.2
Other securities		139.4	139.4
Long-term borrowings and other financial liabilities	Note 14.3	2,445.6	2,551.9
Long-term lease liabilities		119.9	126.1
Non-current provisions		32.7	34.3
Other non-current liabilities	Note 11.4	409.7	352.5
Deferred tax liabilities		6.9	7.9
Non-current liabilities		3,154.2	3,212.1
Short-term borrowings and bank overdrafts	Note 14.3	490.2	358.3
Short-term lease liabilities		46.5	41.8
Trade payables		660.0	709.7
Current provisions		17.6	13.5
Customer contract liabilities	Note 11.3	934.1	750.0
Other current liabilities	Note 11.4	606.5	594.3
Liabilities classified as held for sale		-	-
Current liabilities		2,754.8	2,467.7
EQUITY AND LIABILITIES		5,844.0	5,733.0

UNAUDITED CONSOLIDATED INTERIM Statement of Cash Flows

For the six-month period ended 30 June	Note	2024	2023
In € million
Profit/(loss)		39.8	11.6
Adjustments:		299.5	309.0
Share of profit/(loss) of associates and joint ventures		2.5	1.3
Amortization, depreciation, impairment losses and provisions,		69.5
net of reversals			60.6
Employee benefits LTIP & employment-related earn-out and		96.0	88.1
option expenses
Cost of financial debt, lease liabilities and current accounts	Note 8	94.4	91.9
Change in fair value of financial instruments		18.5	31.0
Income tax expenses	Note 9	18.0	9.5
Other adjustments1		0.6	26.6
GROSS CASH PROVIDED BY OPERATING ACTIVITIES		339.3	320.6
Changes in working capital		(20.2)	(108.4)
Income tax paid		(50.9)	(53.5)
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES		268.2	158.7
Purchase of property, plant and equipment and intangible assets		(57.5)	(31.0)
Purchases of consolidated companies, net of acquired cash and
other liabilities related to business combination		(33.6)	(5.5)
Investing in associates and joint-ventures 2		(7.3)	(12.6)
Increase in financial assets	Note 14.1	(17.5)	(95.4)
Disposals of property, plant and equipment and intangible assets		0.1	0.2
Proceeds from sales of consolidated companies, after divested		(2.2)	-
cash
Decrease in financial assets	Note 14.1	33.2	6.6
Dividends received		0.2	0.1
NET CASH PROVIDED BY/(USED FOR) INVESTING ACTIVITIES		(84.7)	(137.6)
Change in capital	Note 12.1	11.7	-
Dividends and share premium distribution paid	Note 12.2	(148.0)	(148.1)
Dividends paid by consolidated companies to their non		(17.7)
controlling interests			(17.3)
Transactions with non-controlling interests		(0.3)	-
Proceeds from borrowings and other financial liabilities	Note 14.3	60.2	362.4
Repayment of borrowings and other financial liabilities	Note 14.3	(69.5)	(114.6)
Other cash items related to financial activities		0.0	-
Interest paid		(105.7)	(91.2)
NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES		(269.2)	(8.8)
Impact of changes in foreign exchange rates		19.3	(28.2)
Net increase/(decrease) of cash and cash equivalents	Note 14.2	(66.4)	(15.9)
Net cash and cash equivalents at the beginning of the period	Note 14.2	462.9	479.4
Net cash and cash equivalents at the end of the period	Note 14.2	396.4	463.5

(1) Other adjustments include notably i) unrealized foreign exchange gains; and ii) losses on disposal and liquidation of subsidiaries

(2) Investing in associates and joint-ventures has been reclassified from "Purchases of consolidated companies, net of acquired cash" to "Investing in associates and joint-venture"

UNAUDITED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

In € million	Share capital	Share premiums	Treasury shares	Retained earnings (deficit)	Other compre hensive income	Shareholders' equity	Non controlling interests	Total equity
BALANCE AS OF 1 JANUARY 2023	8.0	4,140.3	(0.1)	(4,115.8)	(20.7)	11.7	6.3	18.0
Net income/(loss)	-	-	-	6.3	-	6.3	5.3	11.6
Other comprehensive income	0.0	0.0	-	0.0	5.1	5.1	0.1	5.2
Total comprehensive income	0.0	0.0	-	6.3	5.1	11.4	5.4	16.8
Dividend and share premium distribution(1)	-	(148.1)	-	-	-	(148.1)	(17.4)	(165.5)
Share-based payment	-	-	-	4.2	-	4.2	0.2	4.5
Changes in non-controlling interests that result in a gain/(loss) of control	-	-	-	-	-	-	3.0	3.0
Treasury shares	-	-	0.0	-	-	0.0	-	0.0
Other variations in retained earnings	-	-	-	(7.1)	-	(7.1)	7.4	0.3
BALANCE AS OF 30 JUNE 2023	8.0	3,992.2	(0.0)	(4,112.4)	(15.6)	(127.9)	4.9	(122.9)

In € million	Share capital	Share premiums	Treasury shares	Retained earnings (deficit)	Other compre hensive income	Shareholders' equity	Non controlling interests	Total equity
BALANCE AS OF 1 JANUARY 2024	8.1	4,108.1	(0.2)	(4,051.4)	(31.5)	33.0	20.2	53.2
Net income/(loss)	-	-	-	34.6	-	34.6	5.2	39.8
Other comprehensive income	-	-	-	-	(4.3)	(4.3)	0.5	(3.9)
Total comprehensive income	-	-	-	34.6	(4.3)	30.3	5.7	36.0
Capital increase	-	-	-	-	-	-	-	-
Dividend and share premium distribution	-	-	-	(148.0)	-	(148.0)	(12.9)	(160.9)
Share-based payment	-	-	-	21.7	-	21.7	1.2	22.9
Changes in non-controlling interests that result in a gain/(loss) of control	-	-	-	-	-	-	-	-
Changes in non-controlling interests that result in a gain/(loss) of control	-	-	-	(14.8)	-	(14.8)	(2.0)	(16.8)
Treasury shares	-	-	-	-	-	-	-	-
Other variations in retained earnings	-	-	-	(5.5)	-	(5.5)	6.1	0.6
BALANCE AS OF 30 JUNE 2024	8.1	4,108.1	(0.2)	(4,166.8)	(35.9)	(83.3)	18.3	(65.0)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1 BUSINESS PRESENTATION

1.1 Presentation of the business

Following the change of name of FL Entertainment N.V to Banijay Group N.V, the following entities also changed their respective name: Banijay Group Holding SAS became Banijay Holding and Banijay Group SAS became Banijay SAS.

Banijay Group N.V., a Dutch-based holding, hereafter "Banijay Group", "the Company" or "the Parent Company", detains and fosters the development of its controlled subsidiaries. It encompasses two main businesses operating in the Content production & distribution business and the Online sports betting & gaming business.

The audiovisual entertainment business, hereafter "the Content production & distribution", is mainly represented by Banijay SAS and its subsidiaries, hereafter "Banijay Entertainment", which operates in the production of audiovisual programs, distribution and marketing of intellectual property rights in relation to audiovisual, digital contents and/or formats and the production of live experiences.

The online sports betting & gaming business, hereafter "the Online sports betting & gaming business" is represented by Betclic Everest Group SAS and its subsidiaries, hereafter "Banijay Gaming" or "BEG", which operates through its subsidiaries in the European and African online sports betting, online casinos, online poker and online turf. It operates under the names of its known brands such as Betclic and Bet-at-home, the latter being the brand name of bet-at-home.com AG, a listed company on the Frankfurt stock exchange.

These two businesses together compose the Group, hereafter "the Group".

1.2 Seasonal activity

Content production & distribution business interim production operations can be impacted by the timing of delivery of both scripted and non-scripted productions (and thus affecting the level of revenue and work in progress). The distribution activity tends to present a more important seasonality in the last quarter of the year but is also impacted by the timing of recoupment of its distribution advances. The live experiences activity can be impacted by the seasonality of major events.

The online sports betting & gaming business primarily generates its revenues from the sports betting segment.

Sports betting volumes follow the various sports calendars. With football being the main attractive sport within the business, the online sports betting volumes tend to follow its calendar typically starting in August and ending in May. Volumes are consequently higher during this period. The organization of international events such as the FIFA World Cup or the European Football Championship, which usually take place during the summer break, leads to additional significant betting & players activity.

In casino games and online poker segments, business volumes remain relatively stable throughout the calendar year, with an increase in activity during the winter season.

Regarding Online sports betting, being fixed odds betting, its revenues rely on the outcome sport betting margin, which represents the difference between bets and winnings. The margin is highly correlated with the results of the favorite teams, causing short-term fluctuations that directly impact positively or negatively the financial results. However, being driven by its statistical approach, the sport margin will always converge on the long-term to the applied sport pricing strategy.

It is important to note that in jurisdictions where betting taxes are applied on the wagered amounts (e.g., Portugal or Poland), any adverse impact on the sports betting margin will further affect profitability and subsequently the overall results of operations and the business.

Note 2 BASIS OF PREPARATION

2.1 Statement of compliance

The unaudited condensed consolidated interim financial statements for the six-month period ended 30 June 2024 have been prepared in accordance with IAS 34 – Interim Financial Reporting of the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and available on the European Commission website.

The unaudited condensed consolidated interim financial statements do not include all the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the European Union and should be read in conjunction with the consolidated financial statements as of and for the year ended 31 December 2023, that have been authorized for issuance by the Board of Directors at its meeting held on 28 March 2024 and for which an unqualified auditor's opinion was issued by Ernst & Young Accountants LLP thereon.

These unaudited condensed consolidated six-month financial statements were authorized for issue by the Board of Directors on 1 st August 2024.

All amounts in the unaudited condensed interim consolidated financial statements are presented in millions of Euros with one decimal point, unless otherwise specified. The fact that figures have been rounded off to the nearest decimal point may, in certain cases, result in minor discrepancies in the totals and sub-totals in the tables and/or in the calculation of percentage changes.

2.2 Significant accounting policies

The accounting policies applied in these unaudited condensed consolidated interim financial statements are the same as those applied in the consolidated financial statements as of and for the year ended 31 December 2023, except for the estimation of the income tax expense which is recognized based on management's estimate of the weighted average effective annual income tax rate expected for the full year.

The new and amended standards effective from 1 January 2024 do not have a material effect on the unaudited condensed consolidated interim financial statements.

The unaudited condensed consolidated interim financial statements are presented in euros. Unless otherwise indicated, all amounts are rounded to the nearest hundred thousand euros, rounding differences may occur.

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Group operates. The legislation is effective for the Group's financial year beginning 1 January 2024. The Group has performed a first assessment of the Group's potential exposure to Pillar Two income taxes. This assessment is based on the most recent information available regarding the financial performance of the constituent entities in the Group. Based on the assessment performed, there are a limited number of jurisdictions where the transitional safe harbour relief does not apply. The Group has performed a detailed computation for these jurisdictions. However, the Group does not expect material exposure to Pillar Two income taxes to date.

2.3 Accounting standard applied

Standards, amendments and interpretation adopted by the European Union and effective for reporting periods beginning on or after January 1, 2024

The new and amended standards effective from 1 January 2024 do not have a material effect on the unaudited condensed consolidated interim financial statements.

Amendments to IFRS 16	Lease Liability in a Sale and Leaseback
Amendments to IAS 1	Presentation of Financial Statements:
	• Classification of Liabilities as Current or Non-current;
	• Non-current Liabilities with Covenants.
Amendments to IAS 7 and IFRS 7	Supplier Finance Arrangements

The following amendments to IFRSs are effective as from January 1, 2024:

These amendments did not impact the interim condensed consolidated financial statements for the six months ended June 30, 2024.

Standards, amendments and interpretation published by the IASB by not yet adopted by the European Union

Certain new accounting standards and amendments have been published by the IASB but are not yet adopted by the European Union, and have not been early adopted of which :

Amendments to IAS 21	Lack of Exchangeability	January 1, 2025
Amendments to IFRS 9 and IFRS 7	Amendments to the Classification and Measurement of Financial Instruments	January 1, 2026
IFRS 18	Presentation and Disclosure in Financial Statements	January 1, 2027

Banijay Group N.V has not yet carried out a detailed analysis of the impact of applying IFRS 18 on the presentation of its consolidated financial statements. The group does not expect the application of the other standards and amendments set out above to have a material impact.

2.4 Scope of consolidation

			% of ownership interest
Name of the legal entity or sub-group	Country of incorporation	30 June 2024	31 December 2023
Banijay Group N.V	The Netherlands	Parent company	Parent company
Banijay Events SAS	France	100.00%	100.00%
Banijay Holding SAS	France	100.00%	100.00%
Fonds de dotation FLE SAS	France	100.00%	100.00%
FLE Holding 1 SAS	France	100.00%	100.00%
Banijay Experience SAS	France	100.00%	100.00%
Sub-Group Betclic Everest Group - Betclic Everest Group	France	94.60%	94.60%
Sub-Group Banijay - Banijay Group SAS	France	98.04%	98.04%

The legal entities and sub-groups forming part of the Group are as follows:

All companies and sub-groups in the table above are fully consolidated. However, the sub-groups have interests in associates and joint ventures.

2.5 Significant assumptions and estimates

The preparation of these condensed consolidated interim financial statements requires the Group's management to make assumptions and estimates that may affect the application of the accounting methods, and the reported amounts of assets and liabilities, as well as certain income and expenses for the period. In addition, with those described in the consolidated financial statements as of and for the year ended 31 December 2023, significant assumptions and estimates include the income tax and the classification of the investments made this year.

2.6 Going concern

The management assessed the Group's ability to continue as a going concern when preparing the consolidated financial statements.

Balance sheet

As of 31 December 2023, the equity turned positive for a total amount of €53.2 million. The negative equity as of 30 June 2024 is related to a seasonal effect following the dividend distribution in June 2024. In addition, the current part of the financial liabilities is covered by the current part of the financial assets and cash and cash equivalents held by the Group.

Net result

The result continues to be positive in the first half year of 2024.

Liquidity / Forecast

In terms of liquidity, the management has performed a monthly cash flow forecast for the next year. This forecast includes organic growth with a high degree of certainty predictability due to the group activity, dividend cash out and repayment of borrowings and other financial liabilities. This forecast confirmed the absence of solvency risk and that the group is confident in its capacity to cover its needs. In addition, there is no breach of financial covenants to be reported.

Sensitivity test

As of 31 December 2023, the Group also modelled a scenario assuming a decrease of 10% of activity in 2024 and 2025 compared to the budget 2024 and Business plan 2025 to assess whether there is sufficient liquidity position. In this scenario, the Group would have enough liquidity and financing facilities to continue its operation. A stress test to a decrease of activity by 15% was also performed and led to the same conclusion.

Other lines of credit

In addition, as explained in Note 17, as of 30 June 2024, undrawn committed lines of credit, overdrafts and other borrowings have been obtained for a total of €175 million compared to €220 million in December 2023. The Banijay Entertainment business is subject to financial covenants, namely concerning RCF (revolving credit facility) in the event of a drawdown of 40%. On 30 June 2024, Banijay Entertainment has drawn €45 million from its secured revolving credit facility (RCF). The remaining amount left undrawn.

Conclusion

Based on the above, management considers the Group has sufficient resources to continue operating for at least 12 months and that there are no material uncertainties about the Group's ability to continue as going concern.

Note 3 SIGNIFICANT EVENTS THAT OCCURRED IN THE SIX-MONTH PERIOD ENDED 30 JUNE 2024

3.1 Holding

On 15 May 2024, FL Entertainment announces a group-wide global rebrand. Leveraging the powerful, worldrenowned Banijay brand, which has established itself as a beacon for innovation and creativity in the entertainment industry globally, FL Entertainment has been renamed Banijay Group. The new branding reflects the ambition of the Group to be the European leader in the global entertainment industry. The Group will now comprise:

Banijay Entertainment (which includes the leading Content production & distribution business formerly "Banijay", with 130+ production companies across 21 territories, the content powerhouse creates and distributes culture-defining IP for audiences globally), and Banijay Live (formalizing our live experiences business and cementing its ambition to be a consolidator in this market. With Balich Wonder Studio and a minority investment in The Independents, the leading player in live experiences and specialize in the production of institutional ceremonies and live events in the sports, luxury and fashion industries).
Banijay Gaming regrouping our Online sports betting & gaming business. The consumer-facing brands "Betclic" and "Bet at Home" - leaders in several European countries, and Africa - remain unchanged.

From a financial reporting perspective, the Group will continue to report its operational activities in two business segments:

Content production & distribution, incorporating Banijay Entertainment and Banijay Live;
Online sports betting & gaming, incorporating Banijay Gaming.

3.2 Banijay Entertainment

Acquisition of Authentic Media

Acquisition of GloNation

Acquisition of Garrison Drama (ex-Caryn Mandabach Production)

Repricing Term Loans

3.3 Banijay Gaming

None

Note 4 SEGMENT INFORMATION

As described in Note 1.1 Presentation of the business, the Group operates two operating segments which reflect the internal organizational and management structure according to the nature of the products and services provided:

Banijay Entertainment incorporates the activities of production, distribution and marketing of content property rights for television and multimedia platforms as well as the production of live experiences; and
Banijay Gaming comprises sports betting, poker, casino and turf.

As of 30 June 2024, the internal reporting has been slightly modified to focus on Banijay Group operational activities. Consequently, Banijay Group Holding S.A.S has been reallocated to the Holding segment. The following tables present information in accordance with this new allocation, and the comparative information has been restated in accordance with IFRS 8, Operating segments.

The following tables present information with respect to the Group's business segments in accordance with IFRS 8 for the half-years ended 30 June 2024 and 2023.

Profit & Loss per segment

For the six-month period ended
30 June	2024
	Banijay	Banijay Gaming	Holding	Intercompany	Total Group
In € million	Entertainment			elimination
Net revenue	1,395.8	697.6	-	-	2,093.3
Adjusted EBITDA	196.4	176.4	(5.2)	-	367.5
Operating profit/(loss)	74.1	124.4	(15.2)	-	183.3
Cost of net debt	(82.5)	(8.0)	(3.8)	-	(94.4)
Consolidated net income	(36.1)	90.5	(14.6)	-	39.8
Attributable to:
Non-controlling interests	(0.9)	6.1	-	-	5.2
Shareholders	(35.2)	84.4	(14.6)	-	34.6

For the six-month period ended 30 June

30 June	2023
In € million	Banijay Entertainment	Banijay Gaming	Holding	Intercompany elimination	Total Group
Net revenue	1,434.0	489.3	0.0	-	1,923.3
Adjusted EBITDA	200.7	130.2	(3.5)	-	327.3
Operating profit/(loss)	86.8	94.0	(11.5)	-	169.4
Cost of net debt	(82.7)	(5.0)	(1.1)	-	(88.8)
Consolidated net income	(31.1)	73.5	(30.8)	-	11.6
Attributable to:
Non-controlling interests	0.7	4.6	-	-	5.3
Shareholders	(31.8)	68.9	(30.8)	-	6.3

Adjusted EBITDA

The Group considers Adjusted EBITDA to be a useful metric for evaluating its operating performance as it facilitates a comparison of its core operating results from period to period by removing the impact of, among other things, its capital structure, asset base and tax consequences. Adjusted EBITDA is a non-IFRS measure and, as a result, these measures and ratios may not be comparable to measures used by other companies under the same or similar names.

Adjusted EBITDA is defined as the Operating Profit for that period excluding restructuring costs and other noncore items, costs associated with the long-term incentive plan within the Group (the "LTIP") and employment related earn-out and option expenses, and depreciation and amortization (excluding D&A fiction and operational provisions).

Those adjustments items include:

Restructuring costs and other non-core items: due to their unusual nature or particular significance, these items are excluded. In general, these items relate to transactions that are significant, infrequent, or unusual. However, in certain instances, transactions, such as restructuring costs or asset disposals, which are not representative of the normal course of business (referred as "non-core items"), may be adjusted although they may have occurred within prior years or are likely to occur again within the coming years. The details of these costs are provided in Note 7.
LTIP and other long-term incentive plans: reference is made to Employee benefits Long-Term Incentive Plans and Employee benefits obligations resulting from a business acquisition arrangement. The details of these costs are provided in Note 6.
Depreciation and amortization (excluding D&A fictions and operational provisions): depreciation and amortization of software and intangible assets, property, plant and equipment own property, right-ofuse and intangible assets acquired in business combinations. D&A fiction are costs related to the amortization of fiction production, which the Group considers to be operating costs. As a result of the D&A fiction, the depreciation and amortization line item in the unaudited consolidated financial statement of income deviates from the depreciation and amortization costs in this line item.

The table below presents the reconciliation of operating profit before exceptional items and amortization of acquisition-related intangibles to Adjusted EBITDA for the six-month periods ended 30 June 2024 and 30 June 2023 :

For the six-month period ended 30 June	2024
In € million	Banijay Entertainment	Banijay Gaming	Holding	Total Group
Operating profit/(loss) :	74.1	124.4	(15.2)	183.3
Restructuring costs and other non-core items	23.0	1.5	1.8	26.3
LTIP and employment-related earn-out and option expenses	43.1	44.7	8.2	96.1
Depreciation and amortization (excluding D&A fiction (1) and D&A net or reversals on non-recurring provision)	56.2	5.7	0.0	61.8
ADJUSTED EBITDA	196.4	176.4	(5.2)	367.5

(1) 2.8 million of first amortization of fiction production recognized in 2024

	2023
For the six-month period ended 30 June
In € million	Banijay	Banijay	Holding	Total Group
	Entertainment	Gaming
Operating profit/(loss) :	86.8	94.0	(11.5)	169.4
Restructuring costs and other non-core items	7.5	1.6	0.5	9.5
LTIP and employment-related earn-out and option
expenses	51.0	29.7	7.4	88.1
Depreciation and amortization (excluding D&A
fiction (1) D&A net or reversals on non-recurring	55.4	4.9	0.0	60.3
provision)
ADJUSTED EBITDA	200.7	130.2	(3.5)	327.3

(1) No amortization of fiction production recognized in 2024

Balance Sheet per segment

	30 June 2024
	Banijay	Banijay Gaming	Holding	Intercompany	Total Group
In € million	Entertainment			elimination
Non-current assets	3,228.6	314.0	119.2	-	3,661.9
Current assets	1,910.7	259.0	13.1	(0.6)	2,182.1
Total assets	5,139.3	573.0	132.3	(0.6)	5,844.0
Non-current liabilities	2,956.9	29.9	167.5	-	3,154.2
Current liabilities	1,973.1	565.8	216.5	(0.6)	2,754.8
Total liabilities (excluding equity)	4,930.0	595.7	384.0	(0.6)	5,909.1

		31 December 2023
In € million	Banijay Entertainment	Banijay Gaming	Holding	Intercompany elimination	Total Group
Non-current assets	3,167.7	329.9	116.5	-	3,614.0
Current assets	1,922.0	192.4	17.7	(13.1)	2,119.0
Total assets	5,089.6	522.3	134.2	(13.1)	5,733.0
Non-current liabilities	2,813.4	206.0	192.7	-	3,212.1
Current liabilities	1,952.3	347.3	181.3	(13.1)	2,467.7
Total liabilities (excluding equity)	4,765.7	553.3	374.0	(13.1)	5,679.8

Banijay Entertainment

Non-current assets are mainly constituted by goodwill resulting from Banijay Entertainment's acquisitions, intangible assets, right-of use assets, property, plant and equipment, financial interests in non-consolidated companies, the non-current portion of the derivative financial assets and deferred taxes.

Current assets are mainly constituted by trade receivables, cash and cash equivalents, tax and grant receivables and work in progress which correspond to costs incurred in the production of non-scripted programs (or scripted programs for which the Group does not expect significant subsequent Intellectual Property revenue) that have not been delivered at reporting date, as the Group recognizes its production revenue upon delivery of the materials to the customer.

Non-current liabilities include primarily long-term borrowings, long-term lease liabilities, employee-related longterm incentives, long-term liabilities on non-controlling interests and other non-current liabilities.

Current liabilities are mainly constituted by short-term borrowings, trade payables, employee-related payables, tax liabilities, short term liabilities on non-controlling interests, employments-related earn out and option obligations and deferred income that relates to undelivered programs that are work-in progress (or intangible assets-in-progress) and that have already been invoiced. This deferred income corresponds to the contract liabilities (in accordance with IFRS 15).

Banijay Gaming

Non-current assets are mainly composed of goodwill generated from acquisitions, intangible assets (mainly IT software and online gaming platform), right-of use assets, fair value of financial derivatives (interest rate swap on loans) and non-current restricted cash and cash equivalents.

Current assets primarily comprise cash and cash equivalents, trade receivables from providers (refer to Note 11.2), and other current assets.

Non-current liabilities are composed by long-term borrowings and employee-related long-term incentives.

Current liabilities are primarily constituted by short-term borrowings, betting taxes, income taxes, liabilities related to the Betclic Everest Group's incentive plans (LTIP) and Liabilities for gaming bets (refer to Note 11.4).

Holding

Non-current assets are mainly composed of financial assets.

Current assets are mainly constituted by tax receivables (excluding income tax) and cash and cash equivalents.

Non-current liabilities mainly comprise other securities, employee-related long-term incentives, long-term liabilities on non-controlling interests and other non-current liabilities.

Current liabilities correspond mainly to supplier payables and vendor loans issued in the context of the transaction occurred in 2022, employee-related long-term incentives.

Net debt per segment

	30 June 2024
In € million	Banijay Entertainment	Banijay Gaming	Holding	Intercompany elimination	Total Group
Bonds	1,298.3	-	-	-	1,298.3
Bank borrowings and other	1,257.1	201.7	-	-	1,458.7
Accrued interests on bonds and bank borrowings	28.1	0.1	-	-	28.2
Vendor loans	-	-	147.7	-	147.7
Bank overdrafts	0.7	-	-	-	0.7
Total bank indebtedness and other	2,584.2	201.8	147.7	-	2,933.6
Cash and cash equivalents	(277.5)	(109.8)	(9.8)	-	(397.2)
Funding of Gardenia (1)	-	-	(82.5)	-	(82.5)
Trade receivables on providers	-	(79.0)	-	-	(79.0)
Players' liabilities	-	60.0	-	-	60.0
Cash in trusts and restricted cash	-	-	(0.3)	-	(0.3)
Net cash and cash equivalents and other	(277.5)	(128.9)	(92.7)	-	(499.0)
Net debt before derivatives effects	2,306.7	72.9	55.1	-	2,434.6
Derivatives – liabilities	2.1	-	-	-	2.1
Derivatives – assets	(35.3)	(1.0)	-	-	(36.4)
NET DEBT	2,273.5	71.9	55.1	-	2,400.4

(1) Fair value of the financial instrument represents the funding by Banijay Group of the entity "Gardenia" as described in the Note 23.1 to the Consolidated Financial Statements as of 31 December 2023, in Section 6.1.6 of the 2023 Universal Registration Document.

	31 December 2023
	Banijay	Banijay	Holding	Intercompany	Total
In € million	Entertainment	Gaming		elimination	Group
Bonds	1,284.2	-	-	-	1,284.2
Bank borrowings and other	1,213.7	223.6	-	-	1,437.3
Accrued interests on bonds and bank borrowings	37.0	0.2	-	-	37.2
Vendor loans	-	-	143.5	-	143.5
Bank overdrafts	1.5	-	-	-	1.5
Total bank indebtedness and other	2,536.4	223.8	143.5	-	2,903.7
Cash and cash equivalents	(369.4)	(93.3)	(1.5)	-	(464.2)
Funding of Gardenia (2)	-	-	(79.7)	-	(79.7)
Trade receivables on providers	-	(60.8)	-	-	(60.8)
Players' liabilities	-	50.2	-	-	50.2
Cash in trusts and restricted cash	-	(30.7)	(0.3)	-	(31.0)
Net cash and cash equivalents and other	(369.4)	(134.6)	(81.5)	-	(585.5)
Net debt before derivatives effects	2,167.0	89.1	62.0	-	2,318.2
Derivatives – liabilities	6.4	-	-	-	6.4
Derivatives – assets	(44.0)	(0.6)	-	-	(44.6)
NET DEBT	2,129.4	88.6	62.0	-	2,280.0

(2) Fair value of the financial instrument represents the funding by Banijay Group of the entity "Gardenia" as described in the Note 23.1 to the Consolidated Financial Statements as of 31 December 2023, in Section 6.1.6 of the 2023 Universal Registration Document.

The variation of the bank indebtedness for Banijay Entertainment is mainly explained by (i) a FX impact of +€29 million, (ii) an increase in bank borrowings attributable to a drawdown on the revolving credit facility (RCF) for €+45 million, and (iii) an impact of accrued interests for -€9 million.

The variation of the bank indebtedness for Banijay Gaming is mostly explained by repayment of bank borrowings.

For the Holding segment, the variation of the gross debt is mainly explained by the accrued interest of the halfyear on the vendor loans granted by some shareholders as part of the group reorganization in June 2022.

Statement of Cash Flows and Free-Cash flow

For the six-month period ended 30 June	2024
In € million	Banijay Entertainment	Banijay Gaming	Holding	Intercompany elimination	Total Group
Net cash flow from operating activities	131.6	142.0	(5.4)	-	268.2
Cash flow (used in)/from investing activities	(96.3)	11.8	150.3	(150.5)	(84.7)
Cash flow (used in)/from financing activities	(145.8)	(137.2)	(136.6)	150.5	(269.2)
Impact of foreign exchanges rates	19.3	-	-	-	19.3
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	(91.3)	16.5	8.3	-	(66.4)
Cash and cash equivalents as of 1 January	368.1	93.3	1.5	-	462.9
Cash and cash equivalents as of 30 June	276.8	109.8	9.9	-	396.5

For the six-month period ended 30 June	2024
In € million	Banijay Entertainment	Banijay Gaming	Holding	Total Group
Adjusted EBITDA	196.4	176.4	(5.2)	367.5
Purchase of property, plant and equipment and intangible assets, net of disposal	(43.1)	(14.4)	-	(57.4)
Total cash outflows for leases that are not recognised as rental expenses	(23.6)	(1.8)	-	(25.4)
ADJUSTED FREE-CASH FLOW	129.8	160.1	(5.2)	284.7
Changes in working capital excluding LTIP payments, exceptional items	11.9	17.8	(0.1)	29.5
Income tax paid	(32.5)	(18.4)	-	(50.9)
ADJUSTED OPERATING FREE-CASH FLOW	109.1	159.5	(5.3)	263.3

For the six-month period ended 30 June 2023

In € million	Banijay Entertainment	Banijay Gaming	Holding	Intercompany elimination	Total Group
Net cash flow from operating activities	96.6	71.2	(9.0)	-	158.7
Cash flow (used in)/from investing activities	(45.4)	(0.8)	153.6	(245.0)	(137.6)
Cash flow (used in)/from financing activities	(32.5)	(74.8)	(146.5)	245.0	(8.8)
Impact of foreign exchanges rates	(28.2)	-	-	-	(28.2)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	(9.3)	(4.5)	(2.1)	-	(15.9)
Cash and cash equivalents as of 1 January	396.8	72.1	10.5	-	479.4
Cash and cash equivalents as of 30 June	387.6	67.6	8.4	-	463.5

For the six-month period ended 30 June	2023
In € million	Banijay Entertainment	Banijay Gaming	Holding	Total Group
Adjusted EBITDA	200.7	130.2	(3.5)	327.3
Purchase of property, plant and equipment and intangible assets, net of disposal	(27.0)	(3.8)	(0.0)	(30.8)
Total cash outflows for leases that are not recognised as rental expenses	(20.9)	(1.5)	-	(22.4)
ADJUSTED FREE-CASH FLOW	152.7	124.9	(3.5)	274.1
Changes in working capital excluding LTIP payments and exceptional items	(64.2)	(5.1)	0.0	(69.3)
Income tax paid	(18.6)	(34.3)	(0.6)	(53.5)
ADJUSTED OPERATING FREE-CASH FLOW	70.0	85.5	(4.1)	151.3

Note 5 REVENUE

Revenue for the six-month periods ended 30 June 2024 and 30 June 2023 by activity and sub-activity is as follows:

For the six-month period ended 30 June In € million	2024	2023
Banijay Entertainment	1,395.8	1,434.0
Production	1,097.5	1,179.3
Distribution	147.6	184.3
Live experiences & other	150.7	70.4
Banijay Gaming	697.6	489.3
Sportsbook	551.4	389.2
Casino	98.9	65.4
Poker	37.6	28.6
Turf	9.7	6.1
TOTAL REVENUE	2,093.3	1,923.3

Total revenue of Banijay Entertainment corresponds essentially to the production and sale of audiovisual programs, and the distribution of audiovisual rights and/or catalogues. The decrease of the revenue compared to the first six months of 2023 reflects the anticipated amplified seasonality of major scripted show deliveries in Q4 2024 compared to 2023.

The remaining part of Group's revenue is attributed to Banijay Gaming, which includes sportsbooks, gambling in casinos, poker and turf. The increase in revenue compared to the first six-months of 2023 is the consequence of the growing player database, the product improvement and a busy sport calendar. Banijay Gaming's revenue consists of the GGR (Gross Gaming Revenue) – difference between bets and winnings paid to players for sports betting and casino products, and commissions on horse betting and entry fees for poker products – less bonuses (credit on the gambler's account until the unveiling of the bet's result).

Information by geographical area based on the location of the customer is as follows:

For the six-month period ended 30 June In € million	2024
Revenue by geographical area	Banijay Entertainment	Banijay Gaming	Total Group
Europe	925.5	640.5	1,566.0
United States of America	234.4	-	234.4
Rest of the world	235.9	57.1	293.0
TOTAL REVENUE	1,395.8	697,5	2,093.3

For the six-month period ended 30 June In € million	2023
Revenue by geographical area	Banijay Entertainment	Banijay Gaming	Total Group
Europe	999.4	469.9	1,469.4
United States of America	251.8	-	251.8
Rest of the world	182.8	19.3	202.1
TOTAL REVENUE	1,434.0	489.3	1,923.3

Note 6 STAFF COSTS

Payroll costs are broken down as follows for the six-month periods ended 30 June 2024 and 2023:

For the six-month period ended 30 June In € million	2024	2023
Employee remuneration and social security costs	(606.9)	(586.9)
Employee benefits LTIP	(73.8)	(79.1)
Employment-related earn-out and put options expenses	(22.3)	(9.0)
Other employee benefits	(2.5)	(3.7)
Post-employement benefit - Defined benefit obligation	(0.7)	(0.4)
PERSONNEL EXPENSES	(706.1)	(679.1)

Employee benefits Long-Term Incentive Plans

Certain employees of the Group benefit from several long-term incentive plans (LTIP) whose goal is to share the created value by the Group or one of its subsidiaries.

At Banijay Entertainment's level, some of them are settled in shares but are supplemented by a liquidity agreement granted by the relevant intermediate business unit holding, while the remaining are settled in cash. In accordance with IFRS 2, all plans are classified as cash-settled share-based payment transactions.

At Banijay Gaming and Holding's level, those plans can either be settled in shares or in cash and are respectively classified as equity-settled or cash settled share-based payment transactions.

Description of the on-going plans:

At Banijay entertainment's level, the Group issues to key management free share plans ("AGA") and share purchase warrants ("BSA").

In addition, Banijay entertainment issues phantom shares plans to certain directors and employees that require the sub-group to pay the intrinsic value of the phantom shares to the employee at the date of exercise. A summary of the plans' characteristics is presented below:

Plan	Type	Attribution date	Conditions	End of vesting period
Free Share plans (AGA)	Cash-settled	2017 to 2025	Presence and performance	2019 to 2029
Share purchase warrants (BSA)	Cash-settled	2021	Presence and performance	2026
Phantom shares	Cash-settled	2016	Presence and performance	2020 and 2023
Phantom shares	Cash-settled	2021&2023	Presence and performance	2024 and 2028 - 2026 and 2030
Warrants on a local incentive	Cash-settled	2023	Presence and performance	2028 and 2031
Other	Cash-settled	2020 to 2022	Presence and performance	2023 and 2034

At Banijay Gaming level, there are LTI plans and equity instruments that were assimilated to compensation received for goods and services rendered (cash-settled plans) issued to certain managers.

The Group has also reflected in its financial statements the impact of the grant of share-based and similar benefits to the Banijay Gaming Group. The contract is a three-party agreement with the Banijay gaming CEO, Banijay Group and Banijay Gaming and it runs until 2027. The impact on the period ended 30 June 2024 financial statements has been recognized under current liabilities and shareholders' equity, in accordance with the terms of the contract.

The plans regarding each type are summarized below:

Plan	Type	Attribution date	Conditions	End of vesting period
LTIP A	Cash-settled	2018 & 2019	Presence and Performance	2023
LTIP B	Cash-settled	2018 & 2019	Presence and Performance	2021
LTIP C	Cash-settled	2020 and 2021	Presence and Performance	2023
Preferred shares	Cash-settled	2018, renegotiated in 2021	Performance	2021
LTI 2023	Equity-settled and Cash-settled	2023	Performance and Presence	2027

At Holding's level, the Group issues to key management free share plans ("AGA") and phantom shares.

The plans regarding each type are summarized below:

Plan	Type	Attribution date	Conditions	End of vesting period
Phantom shares	Cash-settled	2023	Presence and Performance	2027
Free shares plans (AGA)	Equity-settled	2023	Presence	2025

Measurement of the plans

The Group has recorded liabilities of €356.2 million as of 30 June 2024 (€316.3 million as of 31 December 2023). The Group recorded total expenses of €73.8 million for the period ended 30 June 2024, compared to €79.1 million for the period ended 30 June 2023. The variation is mainly explained by:

Phantom shares plans indexed on the increase in equity value (share-based payment cash settled)
Other Long Term Incentive Plan (including social charges on free shares)

The cash outflows in regards with LTIP amounted to -€20.2 million for the period ended 30 June 2024, compared to -€12.4 million for the period ended 30 June 2023.

Note 7 OTHER OPERATING INCOME AND EXPENSES

Other operational income and expenses for the six-month periods ended 30 June 2024 and 30 June 2023 are as follows:

For the six-month period ended 30 June In € million	2024	2023
Restructuring charges and other non-core items	(26.3)	(9.6)
Tax and duties	(2.7)	(1.6)
President fees	(11.8)	(9.9)
Other operational expenses	(0.1)	(1.3)
Other operational income	0.4	1.4
OTHER OPERATING INCOME AND EXPENSES	(40.4)	(21.0)
Of which other operating income	0.5	5.7
Of which other operating expenses	(40.9)	(26.7)

The decrease in other operating income and expenses is mainly attributable to the restructuring charges and other non-core items in the first six months of 2024, explained below.

Restructuring charges and other non-core items are detailed as follows:

	2024	2023
For the six-month period ended 30 June
In € million
Restructuring costs and reorganization	(24.2)	(4.8)
Scope variation effect (badwill/capital gain or loss/acquisition costs)	(2.0)	(3.1)
Significant litigations	(0.1)	(1.6)
Public donation		-
RESTRUCTURING CHARGES AND OTHER NON-CORE ITEMS	(26.3)	(9.6)

Restructuring costs and reorganization consist of redundancy costs incurred in recent acquisitions, or cost-saving plans.

Scope variation effect caption as of June 2024 mainly relates to the disposal of Tooco and integration costs on recent acquisition. Regarding June 2023, scope variation effect caption includes disposal of Funwood Italy, deconsolidation of the Russian subsidiary and integration costs on recent acquisition and M&A project costs on going during the first semester of 2023.

Note 8 FINANCIAL RESULT

For the six-month period ended 30 June In € million	2024	2023
Interest paid on bank borrowings and bonds	(95.5)	(76.2)
Interest and redemption costs on anticipated reimbursement of bank borrowings and bonds	-	(14.3)
Cost of gross financial debt	(95.5)	(90.5)
Interest received on cash and cash equivalents	1.1	1.6
Gains on assets contributing to net financial debt	1.1	1.6
Cost of net debt	(94.4)	(88.8)
Interest received on current accounts receivables	-	-
Interest on lease liabilities	(3.7)	(3.1)
Change in fair value of financial instruments	(18.3)	(31.0)
Currency gains/(losses)	3.4	(19.6)
Other financial gains/(losses)	(10.1)	(4.5)
Other finance income/(costs)	(28.6)	(58.2)
NET FINANCIAL INCOME/(EXPENSE)	(123.0)	(147.0)

For the first half of 2024, net financial result was an expense of -€123 million, compared to - €147 million for the first half of 2023. Of this amount:

The cost of net debt as of 30 June 2024, amounted to -€94 million, compared to -€89 million for the first six months of 2023. The increase by -€6 million is mostly explained by additional (i) interest expenses of -€3 million on Senior Loan for Banijay Gaming and by (ii) -€3 million of interest expenses on vendor loan for Holdings.
Other financial income and expenses as of 30 June 2024 amounted to -€29 million, compared to -€58 million for the first six months of 2023. The increase of €30 million were mainly driven by:
- o +€23 million related to FX Impact for €3 million in the first six months of 2024 compared to a negative impact by -€20 million in 2023;
- o +€12 million of reevaluation expenses mainly related to the earnout, put option debts, and earn out for -€4 million compared to -€16 million in 2023;
- o +€2 million related of discounting expenses from employment related earn out and option obligations to reach -€10 million compared to -€12 million in 2023

Note 9 INCOME TAX

The Group computed its income tax expense for the interim period using the projected effective tax rate method (based on expected tax rate at year end per geographical area) after restating the profit/(loss) before tax from certain selected items with no tax impacts (e.g., discount and revaluation income or expense, tax losses carried forward for which deferred tax assets do not reach the recognition criteria).

For the six-month period ended 30 June In € million	2024	2023
Income tax expenses	(18.0)	(9.5)
Withholding taxes restated from effective income tax rate	(0.7)	1.7
Tax provision and tax adjustment	(1.2)	(3.8)
Restated income tax	(19.9)	(11.7)
Earnings before provision for income taxes	57.8	21.1
Share of net income from associates & joint ventures	2.5	1.3
Restatement of certain items with no tax effect*	44.7	42.7
Unrecognised tax loss carryforward (basis)	8.9	5.9
RESTATED PROFIT BEFORE TAX	113.9	71.0
Effective income tax rate	17.5%	16.4%

*Such as: Fair value revaluation income or expenses, some non-deductible share-based payment, or some capital gains or losses over change in consolidation.

Note 10 GOODWILL

Goodwill as of 30 June 2024 is as follows:

In € million	Content production, & distribution	Online sports betting & gaming	Gross value	Impairment	Goodwill, net
1 January 2024	2,592.6	241.4	2,834.0	-	2,834.0
Acquisitions	27.9	-	27.9	-	27.9
Divestures	-	-	-	-	-
Reclassifications	(0.0)	-	-	-	-
Exchange difference	9.4	-	9.4	-	9.4
30 June 2024	2,629.9	241.4	2,871.4	-	2,871.4

The €37.3 million increase in production is mainly due to Caryn Mandabach Productions (Garrison Drama), GloNation and Authentic Media for €27.9 million and an FX impact for €9.4 million.

Note 11 WORKING CAPITAL BALANCES

11.1 Trade receivables

The breakdown of trade and other receivables as of 30 June 2024 and 31 December 2023 is as follows:

In € million	30 June 2024	31 December 2023
Trade receivables, gross	467.4	541.9
Trade receivables from providers, gross	79.0	60.8
Total trade receivables, gross	546.7	602.7
Allowance for expected credit loss	(17.0)	(13.8)
TRADE RECEIVABLES, NET	529.7	588.9

Trade receivables from providers (payment service providers) correspond to balances in transit with the payment partners of the Group and which are repatriated to bank accounts manually or automatically. These receivables are considered liquid because they can be transferred in a few minutes or a few days, depending on partners.

11.2 Other non-current and current assets

The breakdown of other non-current and current assets as of 30 June 2024 and 31 December 2023 is as follows:

In € million	30 June 2024	31 December 2023
Trade receivables, LT	23.6	24.0
Income tax receivables, LT	0.6	0.4
Receivables from disposals of assets, LT	(0.0)	-
Employment-related earn-out and option, LT	0.0	-
Other, LT	12.5	12.5
OTHER NON-CURRENT ASSETS	36.7	36.9

Other long-term items mainly comprise receivables from bet-at-home.com Entertainment Ltd. (in liquidation) for an amount of €11 million and €10.8 million as of 30 June 2024 and 31 December 2023, respectively.

From the current perspective, the insolvency proceedings in Malta of bet-at-home.com Entertainment Ltd (in liquidation) are expected to be settled at the end of 2025 and the receivables are expected to be paid at that time. Accordingly, the expected payments on the receivables were discounted over this period.

In € million	30 June 2024	31 December 2023
Tax receivables, excluding income tax	152.5	101.0
Grants receivables	151.2	168.1
Income tax receivables	9.7	12.0
Prepaid expenses	38.1	36.2
Production-related receivables	15.6	12.6
Receivables from disposals of assets	7.7	-
Employment-related earn-out and option, ST	0.3	0.8
Others	15.1	27.0
OTHER CURRENT ASSETS	390.0	357.6

11.3 Customer contract liabilities

Customer contract liabilities as of 30 June 2024 and 31 December 2023 are as follows:

In € million	30 June 2024	31 December 2023
Deferred revenue	867.6	695.0
Liabilities for gaming	66.5	55.1
TOTAL CUSTOMER CONTRACT LIABILITIES	934.1	750.0

Deferred revenue relates to undelivered programs that are work-in-progress (or intangible assets-in-progress) and that have already been invoiced, recognized as deferred revenue under IFRS 15.

Liabilities for gaming mainly relates to players' liabilities and bets already placed on sporting events at the reporting date but the results of which will not be known until after the end of period.

11.4 Other non-current and current liabilities

Other non-current liabilities as of 30 June 2024 and 31 December 2023 are as follows:

In € million	30 June 2024	31 December 2023
Employee-related long-term incentives	178.4	135.3
Long-term liabilities on earn-out and put option	128.9	144.4
Employment-related earn-out and option obligation	52.7	40.9
Debts to right owners	35.0	17.6
Other employee-related liabilities	11.2	3.3
Other non-current liabilities	3.4	11.1
OTHER NON-CURRENT LIABILITIES	409.7	352.5

Other current liabilities as of 30 June 2024 and 31 December 2023 are as follows:

In € million	30 June 2024	31 December 2023
Employee-related long-term incentives, current	177.7	181.1
Short-term liabilities on earn-out and put option	72.6	35.7
Employment-related earn-out and option obligation	18.2	13.5
Employee-related payables (accruals for paid leave, bonuses and other)	97.4	110.1
National, regional and local taxes other than gaming tax and income tax	84.5	96.4
Income tax liabilities	26.2	43.1
Gaming tax liabilities	67.0	59.1
Production-related payables	15.9	12.1
Dividends payable	6.2	-
Payable on fixed asset purchase	22.4	9.4
Other current liabilities	18.4	33.9
OTHER CURRENT LIABILITIES	606.5	594.3

Liabilities on earn-out and put option reflect the commitments to purchase non-controlling interests amounts, as well as the liabilities regarding contingent consideration arrangement on business acquisitions. The Group estimates these debts based on contractual agreements and using assumptions on future profits. The present value of the scheduled cash outflows is computed using a discount rate.

Employees-related long-term incentives include cash-settled share-based payment liability.

The Group estimates these debts based on contractual agreements and using assumptions on future profits. The present value of the scheduled cash outflows is computed using a discount rate.

Note 12 CHANGES IN SHAREHOLDERS EQUITY

12.1 Banijay Group equity instruments

As of 30 June 2024, the company owned 24,126 treasury shares through the liquidity agreement (refer to Note 13.1).

12.2 Distribution of dividends and share premium

Following the annual general meeting of Banijay Group N.V on 23 May 2024 and the approval of the resolution 4b, a dividend distribution was paid to all registered holders of ordinary shares on 18 June 2024.The total distribution paid is around €148 million (i.e., 0.35€ per ordinary share)

From any profits, as remaining after application of the provisions in the articles of association regarding reservation and the profit entitlement of earn-out preference shares and founder shares and special voting shares an amount equal to 0.1% of the nominal value of each of the earn-out preference shares, special voting shares and founder shares shall be added to the dividend reserve of the respective shares as described in the articles of association and as agreed upon by each founder share holder and earn-out preference share holder in the shareholders' agreement dated 30 June 2022 and by the special voting shares holders in the special voting shares terms dated 30 June 2022. Any profits remaining thereafter shall be at the disposal of the general meeting for distribution to the holders of ordinary shares in proportion to the aggregate nominal value of their ordinary shares. Pursuant to the shareholders agreement dated 30 June 2022 and in accordance with SVS terms, founder shares holders, earnout shares holders and special voting shares holders have agreed to waive all profit rights due to them.

Note 13 EARNINGS PER SHARE

13.1 Number of shares

In accordance with IAS33, the weighted average number of ordinary shares for the six-month period ended 30 June 2024 and 2023 are as follows:

In € million	30 June 2024		30 June 2023
	Number of ordinary shares	Share Capital (€m)	Number of shares	Share Capital (€m)
Opening share capital	423,271,267	4.2	411,657,608	4.1
Capital increase	-	-	-	-
Closing share capital	423,271,267	4.2	411,657,608	4.1
Of which treasury shares
Opening treasury shares	(23,676)		(6,975)
Change in treasury shares	(450)		(2,771)
Closing treasury shares	(24,126)		(9,746)
Weighted average number of ordinary shares outstanding (1)	423,247,897		411,645,548
Free Shares	6,865,700		-
Diluted weighted average number of ordinary shares outstanding (1)	430,113,597		411,645,548

(1) Including the retrospective adjustment related to the 178,479,432 shares issued in compensation for the shares contributed by Financière Lov.

Free shares represent potential Banijay Group shares as part of LTI 2023 plan and Holding Free shares plans (AGA) as described in Note 6.

As of 30 June 2024, 20,000,000 earn-out shares, 2,575,001 founder shares, 5,250,000 founder warrants and 8,666,667 public warrants were not taken in consideration for the calculation of diluted earnings per share because the conversion conditions were not satisfied at the end of the period.

13.2 Basic and diluted earnings per share

In € million		30 June 2024	30 June 2023
Income available to common shareholders	A	34.6	6.3
Weighted average number of ordinary shares outstanding (1)	B	423,247,897	411,645,548
Basic earnings per share (in euros)	A/B	0.08	0.02

(1) Including the retrospective adjustment related to the 178,479,432 shares issued in compensation for the shares contributed by Financière Lov.

In € million		30 June 2024	30 June 2023
Income available to common shareholders	A	34.6	6.3
Diluted weighted average number of ordinary shares outstanding (1)	B	430,113,597	411,645,548
Diluted earnings per share (in euros)	A/B	0.08	0.02

(1) Including the retrospective adjustment related to the 178,479,432 shares issued in compensation for the shares contributed by Financière Lov.

Note 14 FINANCIAL ASSETS AND LIABILITIES

14.1 Current and non-current financial assets

Financial assets comprise financial interests in non-consolidated companies, loans, restricted cash accounts and current accounts with third parties.

In € million	30 June 2024	31 December 2023
Financial interests in non-consolidated companies	10.3	10.1
Other financial assets – Investment in debt instruments	113.4	111.0
Non-current loans, guarantee instruments and other financial assets	28.4	24.5
Non-current restricted cash and cash equivalents	9.7	36.1
Non-current derivative financial assets	17.8	46.8
NON-CURRENT FINANCIAL ASSETS	179.6	228.5
Current part of loans, guarantee instruments and other financial assets	17.2	21.3
Current restricted cash and cash equivalents	0.3	0.3
Current accounts	3.4	4.2
Current derivative financials assets	25.2	4.4
CURRENT FINANCIAL ASSETS	46.1	30.2
TOTAL FINANCIAL ASSETS	225.7	258.7

The decrease in non-current financial assets is mainly explained by the reimbursement of the cash in trust of the Banijay Gaming for €30.7 million.

Derivatives comprise foreign exchange and interest rate hedging, which are measured at fair value. Reclassification of short term and long term on derivatives driven by interest hedging instrument on TL with maturity March 2025.

14.2 Cash and cash equivalents

Cash and cash equivalents are presented net of bank overdrafts in the consolidated cash-flow statement.

In € million	30 June 2024	31 December 2023
Marketable securities	1.5	0.6
Cash	395.7	463.6
Cash and cash equivalents - Assets	397.2	464.2
Bank overdrafts	(0.7)	(1.5)
NET CASH AND CASH EQUIVALENTS	396.4	462.9

14.3 Current and non-current financial Liabilities

In € million	Non-current	Current	30 June 2024
Bonds	1,298.3	-	1,298.3
Bank borrowings	1,146.9	311.9	1,458.8
Accrued interests on bonds and bank borrowings	-	28.2	28.2
Vendor loans	-	147.7	147.7
Current accounts	-	-	-
Accrued interests on current accounts	-	-	-
Bank overdrafts	-	0.7	0.7
Derivatives – Liabilities	0.4	1.78	2.1
TOTAL FINANCIAL LIABILITIES	2,445.6	490.2	2,935.8

In € million	Non-current	Current	31 December 2023
Bonds	1,284.2	-	1,284.2
Bank borrowings	1,262.1	175.2	1,437.3
Accrued interests on bonds and bank borrowings	-	37.2	37.2
Vendor loans	-	143.5	143.5
Current accounts	-	-	-
Bank overdrafts	-	1.5	1.5
Derivatives – Liabilities	5.5	0.8	6.4
TOTAL FINANCIAL LIABILITIES	2,551.9	358.3	2,910.1

The variation of the financial liabilities breaks down as follows:

		Cash-flows		Non cash-flows
In € million	1 January 2024	Increase	Repayment	Other cash items	Changes in consolidation scope	Other non-cash items	Foreign exchange	30 June 2024
Bonds	1,284.2	-	-	-	-	2.4	11.7	1,298.3
Bank borrowings	1,437.3	60.2	(47.8)	(12.3)	2.1	1.9	17.4	1,458.8
Accrued interests on bonds and bank borrowings Vendor loans	37.2 143.5	-	-	-	-	(9.6) 4.2	0.6 -	28.2 147.7
Current accounts	-
Bank overdrafts	1.5	-	-	(1.3)	0.7	(0.2)	-	0.7
Derivatives – Liabilities	6.4					(4.3)		2.1
TOTAL FINANCIAL LIABILITIES	2,910.1	60.2	(47.8)	(13.6)	2.8	(6.2)	29.7	2,935.8

Characteristics of bonds and term loans

Residual nominal amount (In € million) • Issuer: Banijay Group SAS 30 June 2024 31 December 2023 - €540 million senior secured notes issued in 2023 and due in 2029, which have a coupon of 7.00% per annum; 540.0 540.0 - €400 million senior notes issued in 2020 and due in 2026, which have a coupon of 6.500% per annum; 400.0 400.0 - \$400 million senior secured notes issued in 2023 and due in 2029, which have a coupon of 8.125% per annum; 374.0 362.0 - €555 million term loan B facility issued in 2023 and due in 2028, which bears interest at a rate of EURIBOR plus 4.50% per annum, with a customary margin ratchet mechanism with a 0.0% EURIBOR floor for €453 million until March 2025 and 2.80%~3.30% tunnel for €102 million until March 2028; 555.0 555.0 - \$560 million term loan B facility issued in 2023 and due in 2028, which bears interest at a rate of SOFR 1 month plus 3.75% and plus 0.1% credit adjustment spread per annum, with a 1.4% SOFR floor for \$448,5 million until March 2025 and 3.45% SOFR floor for \$111,5 million until March 2028. 517.0 503.0 2,386.0 2,360.0

	Residual nominal amount (In € million)
• Issuer: Betclic Everest Group SAS	30 June 2024	31 December 2023
- €165 million senior loan A issued on 23 September 2020 and due in June 2025, which bears interest at a rate of EURIBOR 3 months plus 3% per annum. This loan was underwritten with a group of banks (Natixis, BNP Paribas and Société Générale);	53.5	71.0
- €150 million senior loan B issued on 24 May 2023 and due in June 2025, which a floating interest at EURIBOR +300 bps, +400 bps, +500 bps for the period ended 30 June 2024, from 1 July 2024 to 31 December 2024 and after 1 January 2025, respectively. This loan was underwritten with a group of banks (Natixis, BNP Paribas, Société Générale, Crédit Agricole Corporate and Investment Bank, Crédit Lyonnais and Goldman Sachs Bank Europe SE).	150.0	150.0
	203.5	221.0

As of 30 June 2024, the Group's financial indebtedness also consists in the following items:

Local production financing carried by some Banijay's subsidiaries (including recourse factoring and production credit lines);
State-guaranteed loans;
Accrued interests;
Bank overdrafts;
Lease liabilities; and
Vendor loans, including a vendor loan amounting to €99.5 million granted by De Agostini to Lov Banijay initially due in November 2023 and extended in November 2024 and bearing 3.5% interest per year until November 2023 and then 6% interest per year, a vendor loan amounting to €36.5 million granted by SBM International to Banijay Group, bearing 3.5% interest per year until November 2023 and then 6% interest per year, initially due in 30 November 2023 and extended in November 2024.

Maturity of current and non-current debt (principal and interest)

	Current	Non-current
In € million	Less than 1		More than 5 years	Total 30 June
	year	1 to 5 years		2024
Bonds	94.2	1,612.3	-	1,706.5
Bank borrowings	364.2	1,323.7	-	1,687.9
Bank overdraft	0.7	-	-	0.7
Vendor loans	147.7	-	-	147.7
Derivatives	1.7	0.4	-	2.1
TOTAL DEBT MATURITY (PRINCIPAL AND INTERESTS)	608.5	2,936.4	-	3,545.0

	Current	Non-current
In € million	Less than 1 year	1 to 5 years	More than 5 years	Total 31 December 2023
Bonds	101.1	707.8	935.6	1,744.5
Bank borrowings	219.1	1,532.2	-	1,751.3
Bank overdraft	1.5	-	-	1.5
Vendor loans	143.5	-	-	143.5
Derivatives	0.8	0.1	5.5	6.4
TOTAL DEBT MATURITY (PRINCIPAL AND INTERESTS)	466.0	2,240.1	941.1	3,647.2

14.4 Net financial debt

Net financial debt is determined as follows:

In € million	30 June 2024	31 December 2023
Bonds	1,298.3	1,284.2
Bank borrowings	1,458.7	1,437.3
Accrued interests on bonds and bank borrowings	28.2	37.2
Vendor loans	147.7	143.5
Bank overdrafts	0.7	1.5
Total bank indebtedness	2,933.6	2,903.7
Cash and cash equivalents	(397.2)	(464.2)
Funding of Gardenia	(82.5)	(79.7)
Trade receivables on providers	(79.0)	(60.8)
Players' liabilities	60.0	50.2
Cash in trusts and restricted cash and cash equivalents	(0.3)	(31.0)
Net cash and cash equivalents	(499.0)	(585.5)
NET DEBT BEFORE DERIVATIVES EFFECTS	2,434.6	2,318.2
Derivatives – liabilities	2.1	6.4
Derivatives – assets	(36.4)	(44.6)
NET DEBT	2,400.4	2,280.0

14.5 Derivatives

The Group's cash flow hedges' main goal is to hedge foreign exchange risk on future cash flows (notional. coupons) or switch floating-rate debt to fixed-rate debt.

The ineffective portion of cash flow hedges recognised in net income is not significant during the periods presented. The main hedges unmatured as of 30 June 2024 and 30 June 2023, as well as their effects on the financial statements, are detailed in the table below.

	Derivatives – assets			Derivatives – liabilities
As of 30 June 2024 In € million	Total	Non-current	Current	Total	Non-current	Current
Exchange risk	0.6	0.0	0.6	0.3	-	0.3
Interest rate risk	35.8	11.1	24.7	1.8	0.4	1.4
HEDGING INSTRUMENTS	36.4	11.1	25.2	2.1	0.4	1.7
Other derivatives	6.7	6.7	-	-	-	-
TOTAL DERIVATIVES	43.0	17.8	25.2	2.1	0.4	1.7

	Derivatives – assets			Derivatives – liabilities
As of 31 December 2023 In € million	Total	Non-current	Current	Total	Non-current	Current
Exchange risk	8.6	4.2	4.4	0.9	0.1	0.8
Interest rate risk	35.9	35.9	-	5.4	5.4	-
HEDGING INSTRUMENTS	44.6	40.2	4.4	6.4	5.5	0.8
Other derivatives	6.7	6.7	-	-	-	-
TOTAL DERIVATIVES	51.2	46.8	4.4	6.4	5.5	0.8

Note 15 FINANCIAL INSTRUMENTS

The carrying value of financial instruments per category is determined as follows:

		Carrying	Financial instruments by category			Fair value of
As of 30 June 2024 In € million	Carrying amount	amount of non-financial instruments	Fair value through OCI	Amortized cost	Fair value through P&L	financial instruments
Non-current financial assets	179.6	-	28.1	28.0	123.5	179.6
Other non-current assets	36.7	0.6	-	36.1	-	36.1
Trade receivables	524.4	-	-	524.4	-	524.4
Other current assets	389.5	351.9	-	37.5	-	37.5
Current financial assets	46.1	-	24.7	20.9	0.5	46.1
Cash and cash equivalents	397.2	-	-	-	397.2	397.2
ASSETS	1,573.4	352.5	52.8	647.0	521.2	1,220.9
Other securities	139.4	-	-	-	139.4	139.4
Long-term borrowings and other	2 445.6	-	0.4	2,445.2	-	2,495.7
financial liabilities
Other non-current liabilities	409.7	234.0	-	46.7	128.9	175.7
Liability instruments	-	-	-	-	-	-
Short-term borrowings and bank	490.2	0.0	1.4	487.2	1.0	490.2
overdrafts
Trade payables	658.6	-	-	658.6	-	658.6
Customer contract liabilities	929.1	864.4	-	60.0	4.7	64.6
Other current liabilities	607.0	477.4	-	57.0	72.6	129.6
LIABILITIES	5,679.5	1,576.8	1.8	3,755.3	346.6	4,153.8

		Carrying	Financial instruments by category
As of 31 December 2023 In € million	Carrying amount	amount of non-financial instruments	Fair value through OCI	Amortized cost	Fair value through P&L	Fair value of financial instruments
Non-current financial assets	228.5	-	52.7	55.2	120.6	228.5
Other non-current assets	36.9	0.4	-	36.5	-	36.5
Trade receivables	588.9	-	-	588.9	-	588.9
Other current assets	357.6	318.9	-	38.7	-	38.7
Current financial assets	30.2	-	-	25.8	4.4	30.2
Cash and cash equivalents	464.2	-	-	-	464.2	464.2
ASSETS	1,706.2	319.3	52.7	745.1	589.2	1,386.9
Other securities	139.4	-	-	-	139.4	139.4
Long-term borrowings and other financial liabilities	2,551.9	-	5.4	2,546.3	0.1	2,607.8
Other non-current liabilities	352.5	178.5	-	29.7	144.4	174.1
Liability instruments	-	-	-	-	-	-
Short-term borrowings and bank overdrafts	358.3	(0.1)	-	356.0	2.3	358.3
Trade payables	709.7	-	-	709.7	-	709.7
Customer contract liabilities	750.0	696.5	-	50.2	3.4	53.6
Other current liabilities	594.3	501.4	-	57.2	35.7	93.0
LIABILITIES	5,456.2	1,376.2	5.4	3,749.2	325.3	4,135.9

Fair value hierarchy

IFRS 13 Fair Value Measurement establishes a fair value hierarchy consisting of three levels:

Level 1: prices on the valuation date for identical instruments to those being valued. quoted on an active market to which the entity has access;
Level 2: directly observable market inputs other than Level 1 inputs; and
Level 3: inputs not based on observable market data (for example, data derived from extrapolations).

This level applies when there is no observable market or data and the entity is obliged to rely on its own assumptions to assess the data that other market participants would have applied to price other instruments.

Fair value is estimated for the majority of the Group's financial instruments, with the exception of marketable securities for which the market price is used.

As of 30 June 2024		Fair value hierarchy
In € million	Fair Value	Level 1	Level 2	Level 3
Non-current financial assets	151.6	9.7	17.8	124.1
Other current assets	-	-	-	-
Current financial assets	25.2	-	25.2	-
Cash and cash equivalents	397.2	397.2	-	-
Other securities	(139.4)	-	-	(139.4)
Long-term borrowings and other	(0.4)	-	(0.4)	-
financial liabilities
Other non-current liabilities	(128.9)	-	-	(128.9)
Short-term borrowings and bank	(2.4)	(0.7)	(1.7)	-
overdrafts
Customer contract liabilities	(4.7)	-	-	(4.7)
Other current liabilities	(72.6)	-	-	(72/6)
BALANCES AS OF 30 JUNE 2024	225.6	406.2	40.9	(221.5)

As of 31 December 2023		Fair value hierarchy
In € million	Fair Value	Level 1	Level 2	Level 3
Non-current financial assets	173.3	5.4	46.8	121.1
Other current assets	-	-	-	-
Current financial assets	4.4	-	4.4	-
Cash and cash equivalents	464.2	464.2	-	-
Other securities	(139.4)	-	-	(139.4)
Long-term borrowings and other financial liabilities	(5.5)	-	(5.5)	-
Other non-current liabilities	(144.4)	-	-	(144.4)
Short-term borrowings and bank overdrafts	(2.3)	(1.5)	(0.8)	-
Customer contract liabilities	(3.4)	-	-	(3.4)
Other current liabilities	(35.7)	-	-	(35.7)
BALANCES AS OF 31 DECEMBER 2023	311.1	468.1	44.8	(201.9)

Other securities comprise public warrants, earn-out shares, founder shares and founder warrants that are classified as Level 3. Derivatives are classified as Level 2 instruments and Level 3 instruments mainly comprise shares in non-consolidated non-listed companies, liabilities on non-controlling interests and pending bets.

Note 16 CONTINGENT LIABILITIES

An obligation constitutes a contingent liability if the amount cannot be estimated with sufficient reliability or if it is unlikely to result in an outflow of resources.

The Betclic Everest Group received in December 2021 a notice of adjustment from the French tax authorities for a total amount of €52.4 million (willful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France, for the years 2018 and 2019.

On 13 May 2022, the Betclic Everest Group received (i) a rectification on the notice of adjustment from December 2021, decreasing the amount of €52.4 million to €37.3 million (willful misconduct and interest for late payment included) and (ii) a new notice of adjustment from the French tax authorities for a total amount of €25.8 million (willful misconduct and interest for late payment included) related to the VAT to be collected and paid in respect of income resulting from sports bets placed by players residing in France for the year 2020.

After meetings with the French tax authority, they maintain the reassessment for the years 2018, 2019, 2020 without any willful misconduct penalty. The resulting final amount to be paid would be €43.6 million excluding interest.

The Betclic Everest Group, with the support of its legal and tax advisers, still considers that the position of the French tax authorities is not in conformity with various general principles of VAT, in the same way as the other online gaming operators in France that are part of the association AFJEL.

The Betclic Everest Group will challenge this adjustment in France, with the French tax authorities and, if necessary, the French Courts, but also with the Court of Justice of the European Commission if a French Court decides to make a request for a preliminary ruling. No provision relating to this litigation has been recorded.

However, to avoid further similar adjustments from the French tax authorities, the Betclic Everest Group has decided to spontaneously pay VAT in respect of income resulting from sports bets placed by players residing in France from 2021 for an amount of €45 million as of June 2024.

The Betclic Everest Group still considers that such VAT is not due and intends to claim repayment of the corresponding VAT spontaneously paid. Consequently, the amounts paid have been recognized as State receivables toward the French Tax Authorities in the Financial Statements.

Note 17 OFF-BALANCE SHEET COMMITMENTS

As of 30 June 2024, the off-balance sheet commitments were updated compared to 31 December 2023 as follows:

BANIJAY ENTERTAINMENT

In € million	30 June 2024	31 December 2023
COMMITMENTS GIVEN (1)	82.1	100.5
Credit Lines	261.9	289.1
COMMITMENTS RECEIVED	261.9	289.1

(1) (1) Financing commitments on Hyphenate Media Group for \$84.0 million at end of June 2024 (vs \$90.0 million in December 2023). In 2023 Banijay also had commitments on on-going acquisitions and non-controlled Joint venture financing.

"Commitments given" mainly correspond for June 2024 & 2023 year-end end to minimum guarantees granted by distribution activity to third party producers.

"Commitments received" refer to confirmed credit lines not drawn.

Other guarantees given

The group has pledged shares of its subsidiaries for the benefit of (i) its noteholders under a) the Senior Notes Indenture dated February 11. 2020 with Banijay SAS (formerly named Banijay Group SAS) as Senior Notes Issuer and b) the Senior Secured Notes Indenture dated September 19 2023 with Banijay Entertainment SAS as Senior Secured Notes Issuer and; (ii) its bank pooling under the Senior Facilities Agreement dated February 7, 2020, as amended and restated, latest on 1 st February, 2024.

The shares of the following companies are pledged as collateral:

Banijay Entertainment SAS, Adventure Line Productions SAS, H2O Productions SAS, Banijay France SAS, Banijay Media Ltd (Ex Zodiak Media Ltd), Banijay Rights Ltd, Bwark Productions Ltd, Castaway Television Productions Ltd, RDF Television Ltd, Banijay Group US Holding Inc. (formerly named Banijay Group US Holding Inc.), Banijay Entertainment Holdings US Inc., Bunim-Murray Productions Inc., Bunim-Murray Productions LLC., M Therory Entertainement, Inc., Mobility Productions, Inc., Endemol US Holding Inc., Trully Original LLC., Screentime Pty Limited ; Endemol Shine Australia Pty Ltd., Banijay Benelux Holding B.V (EX: AP NMT JV NEWCO B.V), Endemol Shine IP B.V; Endemol Shine Nederland Holding B.V (now Banijay Benelux Holding B.V), Endemol Shine Nederland B.V.

BANIJAY GAMING

Commitments given:

Betclic Group senior credit facility agreement Tranche A

The Betclic Group senior credit facility Tranche A was originally guaranteed, inter alia, by Betclic and Mangas Lov and was originally secured by first ranking pledges over Betclic Group SAS shares and bet-at-home shares. A release of the pledge of Betclic Group SAS shares has been obtained as a result of the universal transmission of assets of Betclic Group SAS in Betclic, on 31 December 2021. Additional first ranking pledges have been entered into on 25 March 2022 pursuant to which Betclic Group SAS has granted pledges over Euro Gaming Investment S.A. shares (a Luxembourg subsidiary) and over Mangas Investment Limited (a Maltese subsidiary) shares held by Betclic Group SAS as security for its repayment obligations under the Betclic Group Senior Credit Facility.

Betclic Group senior credit facility agreement Tranche B

The Betclic Group Senior Tranche B has been secured by the pledge of second ranking over bet-at-home AG shares hold by Betclic Everest Group (3.782.382 shares) and an addendum to the existing pledge over Euro Gaming Investments SA shares and over Mangas Investment Ltd shares. The addendum replaces and extends the existing first pledge ranking to the full scope of the Senior Loan (Tranche A and Tranche B).

HOLDING

Commitments given:

In the context of the TIL acquisition, Banijay Events provided to K10 an irrevocable commitment (within three years, as the case may be) to subscribe to a reserved capital increase of €50 million in exchange of another type of preferred shares (Preferred D bis Shares) (please refer to Note 3.1.1 to the Consolidated Financial Statements as of 31 December 2023, in Section 6.1.6 of the 2023 Universal Registration Document).

Commitments received:

Confirmed credit lines not drawn for an amount of €50 million.

Note 18 RELATED PARTIES

Related parties consist of:

Group LOV's controlling shareholders: Financière LOV Group and LOV Group Invest;
Other shareholders, notably: Group Vivendi's subsidiaries, Fimalac, De Agostini, Monte-Carlo SBM International, Pegasus Founders, Sponsors and Banijay Group's key managers;
Associates and joint ventures; and
Key management personnel.

There are no major changes on the related parties during the six-month period 2024 and the information disclosed in the consolidated financial statements year ended 31 December 2023 remains applicable.

Note 19 SUBSEQUENT EVENTS

Holdings

Banijay Gaming

On May 31, 2024, the Group subscribed to a loan with a nominal amount of €170 million from a banking pool composed of BNP Paribas, Natixis and Société Générale. The loan extends until December 23, 2024 and bears interest at Euribor plus a margin of 4%. A possibility of extending the maturity of the loan is planned for repayment on June 23, 2025 at an interest of 5%. The loan was drawn down for the first time for €110 million on July 8, 2024.

3. OTHER INFORMATION

As at 31 July 2024, the following structure chart illustrates the simplified structure of the Group

4. STATEMENT OF THE MANAGEMENT BOARD

As is required by section 5.25d of the Dutch Financial Supervision Act (Wet op het financieel toezicht) we state that according to the best of our knowledge:

The interim condensed consolidated financial statements present a true and fair view of the consolidated assets, liabilities, financial position and the profit or loss of Banijay Group N.V.; and
The interim consolidated financial statements provide a true and fair view of the information required pursuant to article 5.25d paragraph 8 and 9 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

François RIAHI

__________________

Chief Executive Officer

Banijay Group N.V.

AI Terminal

Banijay Group N.V.

3842_ir_2025-03-04_3d028318-301e-4828-aa74-1e018e6a4625.pdf

Independent auditor's review report

Our conclusion

Basis for our conclusion

Corresponding figures neither audited nor reviewed

Interim Financial Report and Unaudited Condensed Consolidated Interim Financial Statements

IMPORTANT INFORMATION

Defined terms

1. INTERIM MANAGEMENT REPORT

Preliminary considerations

1.1 Business overview

1.2 Significant events during the first half of 2024

1.2.1 Rebranding of the Group

1.2.2 Banijay Entertainment

Acquisition of Authentic Media

Acquisition of GloNation

Acquisition of Garrison Drama (ex-Caryn Mandabach Production)

Repricing Term Loans

1.2.3. Banijay Gaming

1.3 Analysis of results for the half-years ended 30 June 2024 and 30 June 2023

Segmental information

Revenues

Banijay Gaming

Operating profit (loss)

Adjusted EBITDA

Net financial income (expense)

Income tax expenses

Net income/(loss) for the period

Net income/(loss) for the period per business

Banijay Entertainment

Banijay Gaming

1.4 Analysis of Cash flows for the half-years ended 30 June 2024 and 2023.

Change in cash flows from operating activities

Change in cash flows from investing activities

Change in cash flows from financing activities

Adjusted Free Cash Flow

Cash conversion

Liquidity

Capital Expenditures

1.5 Main transactions with related parties

1.6 Outlook

1.7 Main risks and uncertainties

1.8 Subsequent events

Holdings

Banijay Gaming

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2024

CONTENTS

UNAUDITED CONSOLIDATED INTERIM STATEMENT OF INCOME

UNAUDITED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

UNAUDITED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

Equity and liabilities

UNAUDITED CONSOLIDATED INTERIM Statement of Cash Flows

UNAUDITED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1 BUSINESS PRESENTATION

1.1 Presentation of the business

1.2 Seasonal activity

Note 2 BASIS OF PREPARATION

2.1 Statement of compliance

2.2 Significant accounting policies

2.3 Accounting standard applied

Standards, amendments and interpretation adopted by the European Union and effective for reporting periods beginning on or after January 1, 2024

Standards, amendments and interpretation published by the IASB by not yet adopted by the European Union

2.4 Scope of consolidation

2.5 Significant assumptions and estimates

2.6 Going concern

Balance sheet

Net result

Liquidity / Forecast

Sensitivity test

Other lines of credit

Conclusion

Note 3 SIGNIFICANT EVENTS THAT OCCURRED IN THE SIX-MONTH PERIOD ENDED 30 JUNE 2024

3.1 Holding

3.2 Banijay Entertainment

Acquisition of Authentic Media

Acquisition of GloNation

Acquisition of Garrison Drama (ex-Caryn Mandabach Production)