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Smartbroker Holding AG

Quarterly Report Sep 16, 2022

4535_10-q_2022-09-16_6c79a326-afeb-4a47-b858-b6f1b05ef3ba.pdf

Quarterly Report

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2022

Interim Report First Half 2022

TABLE OF CONTENTS

01 HIGHLIGHTS 5
02 LETTER FROM THE EXECUTIVE BOARD 7
03 OPERATIONAL DEVELOPMENT 9
04 BUSINESS MODEL & TECHNOLOGY 12
05 CONSOLIDATED MANAGEMENT DISCUSSION
AND ANALYSIS
14
ƒ Group Profile
»
Operating Model
»
Corporate Strategy
14
ƒ Economic Report
»
Market Environment
Business Development
»
»
Development of Results of Operations, Financial Position and Assets
»
Summary Statement on the Company's Development
16
ƒ Opportunities and Risk Report
ƒ Forecast Report
ƒ Declaration on Dependency Report
20
21
22
06 CONSOLIDATED INTERIM FINANCIAL STATEMENTS 23
07 NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
30

This translation is furnished for information purposes only. The original German version is binding.

INVESTING REDEFINED | Through the combination of a comprehensive digital brokerage and investment platform with the largest group of publisher-independent financial portals, the Smartbroker Group connects Germany's retail investing ecosystem in a unique way.

We empower investors to make informed decisions and implement their investment strategies in a highly efficient way – via Smartbroker, Germany's largest next generation broker by assets under custody and the country's most active investor community.

01 KEY FACTS H1 2022

FINANCIALS - GROUP

  • Revenues of €27.7 million
  • Operating EBITDA before client acquisition costs of €7.9 million
  • Operating EBITDA after client acquisition costs of €4.7 million

TRANSACTION

  • €8.6 billion assets under custody | -2% compared to 31 December 2021
  • 269,000 brokerage accounts | +9% compared to 31 December 2021
  • Significant progress made in the development of Smartbroker 2.0
  • Test phase of the new IT infrastructure showed further development needs launch date of Smartbroker 2.0 was postponed to mid-2023
  • €10.7 million turnover | +10% compared to H1 2021

MEDIA

  • Normalisation in average monthly page impression to 250 million in H1 2022 from 376 million in H1 2021 across the Group's financial portals
  • Growth in registered users: 970,000 registered users as of 30 June 2022 confirm wallstreet:online as Germany's largest financial community
  • Establishment of a dedicated paid-for premium newsletters editorial team strengthening our existing journalistic content with trading-focused guides and recommendations
  • €17.0 million revenue | -4% compared to H1 2021

CORPORATE GROUP

  • Squeeze-out of Smartbroker AG (formerly wallstreet:online capital AG) completed, Smartbroker Holding AG (formerly wallstreet:online AG) is now 100% owner of the Smartbroker operating company
  • Name change to Smartbroker Holding AG underlines the Group's strategic orientation and future direction
  • Further increase in staffing levels and broadening of base of expertise, especially in the transaction segment, in preparation of the Smartbroker 2.0 launch

KEY INDICATORS | PRO FORMA*

First six months
in € millions Rounded 2022 2021 Change in %
Revenues 27.7 27.2* +2%*
Operating EBITDA before client acquisition costs 7.9 9.0 -13%
Operating EBITDA after client acquisition costs 4.7 1.1 +312%
Securities accounts 269,000 187,000 +44%
Assets under custody (in € millions) 8,600 6,800 +26%
Ø Assets under custody per securities account (in €) 33,000 36,000 -8%
Ø Number of trades per securities account (annualised) 22 29** -
Page impressions for the financial portals (in millions) 1,500 2,300 -35 %
Ø Number of employees 244 200 +22 %

*Pro forma numbers 2021: including Smartbroker AG (formerly wallstreet:online capital AG) fully consolidated according to German Commercial Code (HGB) as of 1 January 2021. Based on the Management Information System, as included in the results presentation for H1 2021 published on 13 September 2021, this value would amount to €23.8 million. Audited annual financial statements 2021: Full consolidation of Smartbroker AG as of 1 August 2021 (HGB).

**Based on the value for the full year 2021

ABOUT THE SMARTBROKER GROUP

The Smartbroker Group operates the Smartbroker – a multiple award-winning online broker, which is the only provider in Germany to combine the extensive product range of traditional brokers with the extremely favourable conditions of neo brokers. In addition, the Group operates four high-reach stock market portals (wallstreet-online.de, boersenNews.de, FinanzNachrichten.de and ARIVA.de). With several hundred million monthly page impressions, the Group is the by far largest publisher-independent financial portal operator in German-speaking countries, and also hosts the region's largest finance community.

DEAR LADIES AND GENTLEMEN, DEAR SHAREHOLDERS,

first things first - following the formalisation of our name change, from here on we will be presenting you with the developments of Smartbroker Holding AG, formerly known as wallstreet:online AG. In addition, the Smartbroker operating company has been renamed Smartbroker AG (formerly wallstreet:online capital AG). We decided to implement these name changes as it was important to us to reflect the increased importance of the transaction business in our companies' names. The Group's strategic orientation will thus also become more visible in the capital markets - after all, it is not only possible to invest with the Smartbroker, but also in the Smartbroker thanks to our listing. At the same time, the strong wallstreet:online brand will be retained for our media business.

In August, I took over the position of Chairman of the Management Board from Matthias Hach, who resigned from his position after reaching an agreement with the Supervisory Board. The main reason for this change was a difference of opinion regarding the implementation of the agreed strategy, especially with regard to the completion and market launch of Smartbroker 2.0. It is important for me to clarify that there is no change in our strategy or vision per se. We are still working to combine the two areas of information and transaction and to offer private investors and savers an integrated financial platform with which they can make informed investment decisions and trade all common asset classes at the most favourable conditions. I am looking forward to realising these goals together with our team and accept the challenge of making Smartbroker Germany's leading next generation broker despite the changed market situation.

The challenging environment contributed to the volatile markets and insecurities with investors in the past months. In our opinion, the influences of the Ukraine war, inflation, changes in key interest rates and the slow economic recovery after the supply chain challenges in connection with the Corona pandemic are at the forefront of these developments.

Nevertheless, the Smartbroker Group was able to build on its successful year in 2021, generating revenues of €27.7 million in the first half of 2022. Operating EBITDA amounted to €7.9m. The 13% year-on-year decline was due to the short-term cost base increase in the Transaction segment. This increase is due to us financing the development of Smartbroker 2.0, which will not contribute to revenue until its market launch.

SMARTBROKER 2.0 LAUNCHES IN MID-2023

Smartbroker 2.0 is the new version of our popular broker, which will primarily offer customers a new user interface, a trading app and new products. In the background, we are building our own transaction and trading platform that will include all processes from opening a securities account, placing orders, order routing, booking and reporting to connecting with clearing houses and trading venues. This makes us more independent of external partners, opens up new sources of revenues and optimises our business model thanks to rising margins with increasing transaction numbers.

The internal tests revealed a need for further development, which necessitated a postponement of the product launch to mid-2023. The migration of existing customers will start directly after the product launch and should be completed within a few months. New customers will be able to use Smartbroker 2.0 from day one. The project is extensive and complex, and work on it is ongoing with the highest priority. Additional parts of the brokerage value chain are likely to get internalised by our team. To facilitate the development works, the Company built up a strong team of division managers, engineers and developers in the past quarters and continues to fill vacancies.

In addition to the technical development, the acquisition of all shares in Smartbroker AG was a central part of the organisational prerequisite for the Smartbroker 2.0 launch, which was successfully completed in April 2022. The extended BaFin licence (Federal Financial Supervisory Authority) to provide additional securities services has been applied for in July 2021. The Company created the necessary organisational conditions and appointed Uwe Lüders as Management Board member at the level of Smartbroker AG in September 2022. On behalf of the entire management, I warmly welcome Uwe to the Smartbroker Group. His expertise and relevant market experience in banking and financial technology, regulation and compliance will make a valuable contribution to the launch and growth of Smartbroker 2.0.

REVISED GUIDANCE 2022

The shift in the Smartbroker 2.0 timetable also causes a delay in our efforts to re-ignite our investments in new client acquisition, which will be initiated after the market launch of Smartbroker 2.0. The current market situation also triggered a decline in the number of page impressions on our media portals and in the number of transactions per securities account from the second quarter onwards. In August, we therefore updated our revenue guidance for the full year 2022. The savings in customer acquisition costs made it possible to maintain the EBIT-DA target after customer acquisition costs. We now expect revenues between €54 million and €57 million and an operating EBITDA before customer acquisition costs between €14 million and €16 million.

SOLID BUSINESS MODEL WEATHERS CHALLENGING MARKET ENVIRONMENT

In the current market environment, the media business is proving to be a solid foundation for the Group, with profitability being reinvested in the Smartbroker 2.0 initiative. The brokerage business itself is also profitable (before growth and customer acquisition costs) – not least due to our valuable, experienced clients who continue to trade actively even in difficult market circumstances, with average order sizes of over €3 thousand. Smartbroker now manages 269 thousand securities accounts with an average volume of over €30 thousand. We are pleased that the unique mix of product variety, price advantage and in-house customer service is so well received. At Smartbroker, clients trade shares, funds and ETFs including savings plans on all domestic and many international trading venues at favourable conditions.

We highly value healthy corporate growth, profitability, effective cost management and independence in financing. With a cash capital increase, we were able to raise around €10 million in July 2022. The additional funds are to be used primarily for the further technological development of Smartbroker and subsequent customer growth. More than half of the new shares were subscribed by members of the Management and Supervisory Board - a clear commitment to the Group's vision.

With Smartbroker 2.0, we set ourselves no lesser goal than to revolutionise our domestic retail brokerage market. The Smartbroker fee model will continue to be fairer, more transparent and radically cheaper than comparable competitor products. At the same time, our customers enjoy the full product range of conventional brokers and will even be able to trade cryptocurrencies via an integrated interface - via app or web application - in the future.

We would like to thank our customers and shareholders

for the trust they have placed in us and for their loyalty, especially in view of the difficult capital markets environment. They give us the stability to implement our strategy in a long-term and sustainable manner.

I would like to extend my special thanks to our employees, who work hard every day to realise our vision. I am very pleased to lead a team who achieve outstanding performance and rise to the challenge of developing a completely new product to market maturity, while conducting our existing operations without interference or interruptions.

Kind regards,

André Kolbinger Chief Executive Officer

03 OPERATING RESULTS

H1 2021 H1 2022 1.1 9 H1 2021 H2 2022 100% controllable client acquisition cost (CAC) 12.3 28.2 56.8 27.2 27.7 2019 2020 2021* 2022 54 - 57 Revenues, in € millions (2019 - H1 2022, 2022 Guidance) Operating EBITDA, in € millions H1 2021 H1 2022 1.1 4.7 9 7.9 H1 2021 H2 2022 100% controllable client acquisition cost (CAC) 28.2 56.8 27.2 27.7 2019 2020 2021* 2022 54 - 57

*Note: Pro forma revenues including Smartbroker AG (formerly wallstreet:online capital AG) fully consolidated as of 1 January 2021 (according to German accounting code HGB). According to Management Information System, revenues amounted to €23.8 million for the first half of 2021 and €51.4 million for the full year 2021, both with no significant impact on EBITDA.

The Group generated revenues of €27.7 million in the first half of 2022.

12.3

The operating EBITDA before customer acquisition costs amounted to €7.9 million, the value after customer acquisition costs was €4.7 million.

4.7

7.9

Financial Performance (German Commercial Code, HGB)

in € millions Rounded H1 2022 H1 2021** Change in %
Revenues 27.7 27.2 +2%
of which Transaction 10.7 9.7 +10%
of which Media 17.0 17.7 -4%
EBITDA 4.7 0.6 +638%
Adjustments for one-time ef-fects* 0.0 0.5 -
Operating EBITDA 4.7 1.1 +327%
Client acquisition cost for Smartbroker 3.2 7.9 -59%
Operating EBITDA before client acquisition cost 7.9 9.0 -12%

* Operating EBITDA is presented net of one-time effects. In H1 2021, the one-off effects primarily relate to costs incurred in connection with the capital increase

** Pro forma financial information including Smartbroker AG (formerly wallstreet:online capital AG) fully consolidated as of 1 January 2021 (according to German accounting code HGB). According to Management Information System, revenues amounted to €23.8 million for the first half of 2021 and €51.4 million for the full year 2021, both with no material impact on EBITDA.

BASIS OF PREPARATION

DIFFERENTIATION BETWEEN PARENT COMPANY AND GROUP

Throughout this report, "Smartbroker Holding AG", the "AG" or the "Parent Company" shall be used to refer to the parent company. For information regarding the Group, the report shall refer to the "Smartbroker Group", "the Group", "the Company" or simply to "we". Where the aforementioned differentiations are not used and no other reference is made, the information shall refer equally to the Group as well as the Parent Company.

GENDER FORM

For simplification purposes, in sections of the business report, only one gender form is used. Any other gender form is expressly included.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements which include both our own assumptions as well as third-party assessments. Such statements are always associated with uncertainties and risks. If fundamental assumptions do not turn out to be accurate as planned, the actual results may deviate from the expectations.

04 BUSINESS MODEL & TECHNOLOGY

The Smartbroker Group is a financial services provider with a comprehensive product range, combining digital private brokerage, savings and investment solutions with financial media and stock exchange information. The Company develops and operates brokerage platforms for private investors and savers as well as Germany's largest financial community and group of financial media portals. Moreover, the Group offers customised B2B software solutions for financial data, web services and the production of regulatory documents.

FOCUS ON SMARTBROKER 2.0

In 2019, we launched Smartbroker - a new generation of digital investment brokerage services for private investors and savers. The core of the offering is the combination of the extensive product scope and full-service offering of conventional brokers with the extremely favourable low-cost conditions of so-called neo brokers.

After Smartbroker was able to generate more than 200,000 securities accounts in the two-year timeframe until the end of 2021, a comprehensive new edition and expansion of the product will follow with Smartbroker 2.0 from mid-2023. Our current focus lies on the internalisation of large parts of the brokerage value chain, which makes us more independent and flexible with regard to future innovations. In addition, the optimised business model offers scalable cost structures and higher revenues per transaction, as the revenue share with the current partner bank is eliminated.

Smartbroker 2.0 combines the areas of transaction and information in one product and lays the foundation for making the transaction business the Group's largest revenue contributor. With the internalisation and the extended BaFin licence (German Federal Financial Supervisory Authority), Smartbroker will move from being a custody account intermediary to a more comprehensive broker.

THE ADVANTAGES OF SMARTBROKER 2.0 FROM THE CUSTOMERS' POINT OF VIEW

  • First-time introduction of a trading app: intuitive trading with all asset classes, connection to the Group's media offerings
  • Redesign of the web trading interface: new look, more functionality
  • Improved application process: fully digital; account opening, cash deposit funding and first trade within a short period of time
  • New products: Cryptocurrencies
  • Extension of the service hours of our in-house customer support team

THE ADVANTAGES OF SMARTBROKER 2.0 FROM THE COMPANY'S POINT OF VIEW

  • Higher flexibility in terms of product development, choice of partners and marketing
  • Increased revenue per transaction by eliminating the revenue share with the current partner bank
  • Increasing margins thanks to economies of scale in transaction costs
  • Possible increase in transactions per securities account due to the trading app
  • Reduced customer acquisition costs due to increased choice of marketing channels
  • New customer groups: Extended use of own and external social media marketing channels
  • New revenue sources: Interest margin

A detailed description of all areas of the business model can be found in the Annual Report 2021, which is accessible on the Company's website at www.smartbroker-holding.de.

of the Smartbroker Group

Group Profile

The Smartbroker Group is a technology company headquartered in Berlin and employs more than 250 employees at its locations in Berlin, Kiel, Leipzig, Munich, and Zurich. As a financial services provider, we develop and operate digital brokerage platforms for retail investors as well as financial media portals, thus combining important aspects of the retail investment market. Our two main business areas are "Transaction" (digital brokerage solutions) and "Media" (financial and stock market portals, discussion forums, B2B software solutions).

BUSINESS MODELL

We connect digital personal investing and saving with financial media and stock market information. Our Company develops and operates brokerage platforms for private investors as well as financial communities and portals. In addition, the Group offers individual B2B software solutions in the areas of financial data, web services and regulatory documents.

The financial media business, which was founded in 1998, was complemented by brokerage solutions for retail investors via the investment in Smartbroker AG (previously wallstreet:online capital AG) in 2019. This combination makes the Company a comprehensive provider for private investors and savers in all fields of execution-only investing and capital markets information. Smartbroker Holding addresses the following customer and user groups:

  • With Smartbroker, savers and investors trade virtually all registered securities in Germany at any German trading venue.
  • For capital markets enthusiasts, the Group's websites and apps offer access to coverage of economic and stock market news, investment trends and analyses. Savers, investors, and those interested in the capital markets can exchange views in the online social forums and receive further information and opinions on financial and investment topics.
  • Advertisers and bank partners use Smartbroker Holding to target attractive consumer groups with above-average income, savings, and investment behaviour1 – via web and in-app.

The transaction segment is mainly operated through the subsidiary Smartbroker AG. The mission is, among others, to broker transactions of financial instruments or the provision of documentation thereof (investment brokerage), the acquisition and sale of financial instru-

1 Wallstreet-online Client Analysis for 2021, Trading Report (Investment Trends); this disclosure in connection with the aforementioned analysis constitutes other information that is not subject to the audit of the financial statements

ments in the name of third parties for the account of third parties (acquisition brokerage), the brokerage of investment accounts and securities accounts without securities services (empty accounts/empty securities accounts) as well as the operation and the marketing of financial portals online. The main sources of income arise from transaction, acquisition, retention, and internal commissions as well as rebates from bank partners and trading venues.

Smartbroker, a digital next generation broker for private investors and savers, constitutes the most important component and, at the same time, largest revenue and growth driver.

The broker is accessible via a web interface. With the launch of "Smartbroker 2.0", which is planned for mid-2023, mobile apps will become available to customers in addition to the web access for the first time. Custody account management and the technical execution of securities trading are currently being conducted by the partner bank DAB BNP Paribas S.A. Germany branch, Munich ("DAB"). With the introduction of Smartbroker 2.0, important elements of the brokerage value chain will be internalised and the cooperation with the partner bank will no longer be required.

A secondary brokerage platform, FondsDiscount, specialises in funds, direct & crowd investing and participations in closed-end funds. The company offers the possibility to invest in funds without issue premiums. Smartbroker AG also caters to the former brokerage clients of Volkswagen Bank, whose client base has been acquired by the Company in 2020.

Across the transaction segment, the Smartbroker Group managed more than 269,000 securities accounts through its subsidiary Smartbroker AG at the June 2022, with assets under custody of more than €8.6 billion (until the extended BaFin licence is granted, our use of the term "assets under custody" refers to client assets allocated by clients via the Smartbroker platforms and held in custody by Smartbroker's partner banks). In keeping with previous reporting periods, this figure includes both custody accounts that have been opened and those that are in the process of being opened.

The Company also develops and operates financial and capital markets information portals and discussion forums on financial, economic, and political topics relating to the fields of the stock markets, trends, investing, wealth management, etc. The primary brands are wallstreet-online.de, boersenNews.de, Finanznachrichten. de and Ariva.de. The media offering further includes the print magazine Smart Investor (also digitally at smartinvestor.de). A new editorial team was launched in 2022, and analyses markets, trends, companies, and assets with the objective of providing concrete, actionable ideas for retail investors through paid-for newsletter content (Börsenbriefe). With this step, the existing media offering will be expanded by paid content products for the first time.

Within the B2C Media segment, the Company's main revenue source stems from advertising placed on the various outlets by banking partners, issuers of financial products and advertising agencies on behalf of consumer brands and companies. Additional income is generated from magazine subscriptions to Smart Investor magazine.

Within the B2B media segment, the Company offers the creation of websites (web, app), the processing and provision of financial data and regulatory documents, and supplies market data, master data and price information to banks, financial institutions, and private investors. Revenues are generated from the licensing of software and the sale of products and services related to the development and provision of digital content.

CORPORATE STRATEGY

The Group's growing, profitable media business enabled the design, launch and continuous investment in the transaction offering – initially by building up a stake in Smartbroker AG and then, at the end of 2019, by jointly launching Smartbroker. This diversified the Group's sales and established a new business unit that not only represents a significant growth potential in itself but also complements the existing product suite and offers synergies.

The current and future corporate strategy is derived from this approach. The Group's goal is to continue the standalone growth of its business segments. Product and business initiatives have been defined for both areas to further strengthen the competitive position. In addition, the synergetic combination offers the opportunity to support private investors throughout the entire investment process – from financial education and information gathering to investment and long-term asset accumulation. The aim is to sustainably expand the competitive position while at the same time achieving earnings-oriented growth. The Group expects revenues between €54 million and €57 million in 2022.

The most important growth project in 2022 is the launch of Smartbroker 2.0, which includes the introduction of the Smartbroker trading app, the redesign of the current desktop application and the development of a dedicated IT infrastructure, internalising large parts of the brokerage value chain. This will enable the Group to manage the securities accounts itself and, e. g., to facilitate and accelerate the process of opening a securities account.

For this purpose, Smartbroker AG applied for a BaFin licence extension of its current authorisation as a securities institution to include additional securities services. At the time of this report, the licence extension was pending. The granting of the extended licence is currently regarded as a necessary prerequisite for the market launch of Smartbroker 2.0.

Economic Report

MARKET ENVIRONMENT

A detailed description of the market environment can be found in the Company's Annual Report 2021. Relevant developments that occurred in the first half of 2022 are added below.

Macroeconomic Framework

Inflation continued to increase in the first half of 2022. The German National Bank (Bundesbank) announced in its monthly report for July that inflation at intermediate producer stages continued at almost historically high levels. Price increases in imports and domestic production amounted to over 30% in some cases. The Harmonised Index of Consumer Prices (HICP) rose by 8.2% in June compared to the previous year. The slight slowdown in inflation compared to the previous month resulted only from subsidies in public transport and fuel. With the expiry of these programmes, inflation is likely to rise again. The National Bank expects the inflation rate to remain high and even increase in the coming months.2

With its decision in July 2022, the European Central Bank increased the ECB's three key interest rates by 50 basis points each and held out the prospect of a further normalisation of interest rates. This and possible further measures are intended to bring inflation back to the target value of 2% in the medium term.3

Sector-specific market conditions – Transaction

Political Framework

In June 2022, the Federal Government presented key points for the 'Future Financing Act', which is currently being drafted. The Act is intended to promote the attractiveness of the capital markets in Germany and to elevate the electorate's economic participation through investments into shares and listed securities. The planned measures include new tax advantages for investors and savers (tax-free allowance for sales proceeds from shares and funds held as private assets, abolition of the separate loss offset for losses on the sale of shares, increase in the tax-free allowance for employee share ownership) as well as support programmes for saving in shares. For companies, the program will include simplifications in the listing requirements and ongoing reporting obligations. The modernisation of the capital market is also to be promoted through further digitalisation.4

Many of the points outlined would accelerate the sustainable long-term growth rate of our target market of retail investing in Germany. The plans are in line with the management's conviction that access to the capital markets must be further facilitated in the long term in order to be able to expand it as an important pillar of private pension provision for individuals, and a reliable alternative source of debt and equity funding for corporates.

In the short term, the Company is confronted with a changed capital market environment in both business segments, Media and Transaction, which has had a negative impact on the business development to date in 2022. Uncertainty among investors due to the Ukraine war, volatility, rising inflation and the increase in key interest rates, among other things, led to a decline in transactions per securities account and a decrease in page impressions on the media portals.

4

2 Bundesbank, Monthly Report July 2022 3

European Central Bank, Press release, July 2022 German Finance Ministry, Framework for a "Future Financing Act", June 2022

BUSINESS DEVELOPMENT

At the beginning of the year, the Smartbroker Group was able to continue the successful year of 2021 and achieved revenues of €27.7 million in the first half of 2022 with a net profit for the period of €1.2 million.

Following the outbreak of the Ukraine war, increasing uncertainty on the capital markets became apparent. Coupled with rising inflation and interest rate changes, this led to a decline in the activities of private investors, affecting both of the Group's business segments - Media and Transaction. The Company recorded a decline in page impression of its media portals, which led to a slight fall in advertising revenues in some areas. The number of transactions per securities account on the brokerage side also decreased. Extrapolated to the full year basis, the Company's clients traded about 22 times p.a. during the second quarter, compared to approximately 30 transactions originally planned for 2022 and recorded in the previous year.

Nevertheless, the Group was able to expand its brokerage customer and recorded around 23,000 new securities accounts in the first half of 2022. At the end of the period, the Group thus managed 269,000 securities accounts, with assets under management amounting to €8.6 billion. The revenue generated in the business segment amounted to €10.7 million in the first six months - an increase of 10% compared to the previous year.

Due to the market position achieved, the attractive margins and the high cash generation, the media business continues to form the solid foundation of the Group and provides for investments in future growth. The reach of the web portals and mobile apps make the Group the second-largest financial platform operator in the German-speaking world (source: IVW, Informationsgemeinschaft zur Feststellung der Verbreitung von Werbeträgern e. V.). The number of annual page impressions normalised in the first half of 2022 compared to the same period in 2021, partially affecting advertising revenue and resulting in segment revenue of €17.0 million.

The Smartbroker Group continued to invest in its own trading platform Smartbroker 2.0 as well as the new recommendations editorial team and made important progress in both projects.

DEVELOPMENT OF RESULTS OF OPERATIONS, FINANCIAL POSITION AND ASSETS

NET ASSETS

For a detailed presentation of the asset position, reference is made to the balance sheet and the consolidated statement of changes in fixed assets. The balance sheet total as at 30 June 2022 amounts to €82,195 thousand.

in € millions 30 Jun 2022 31 Dec 2021
Fixed assets 49.9 40.6
Current assets 31.8 34.4
Equity 50.6 49.5
Liabilities 21.5 16.6
Balance sheet total 82.2 75.4
Equity ratio 62% 66%

FINANCIAL POSITION

The Group's solvency was ensured at all times during the reporting period. As at 30 June 2022, a cash balance of €22,777 thousand was reported.

in € millions H1 2022 H1 2021
Cash flow from
operating activities
4.7 0.1
Cash flow from investing
activities
(18.6) (1.3)
Cash flow from financing
activities
11.0 18.1
Cash and cash equivalents at
the beginning of the period
25,5 14,1
Cash and cash equivalents at
the end of the period
22.8 30.9

Cash flow from operating activities increased due to the increased business volume. The strong increase in investing activities is mainly due to the development and implementation of the Smartbroker Cloud Platform as well as the expansion of the existing stake in Smartbroker AG (previously known as wallstreet:online capital AG) as part of the squeeze out proceedings. Financing activities mainly comprise the bank loans taken out in March and April 2022.

The cash flow planning foresees a comfortable development for the second half of 2022 financial year, with sufficient liquidity available to finance the implementation of Smartbroker 2.0 to ready-for-service status and beyond.

EARNINGS SITUATION

At the Group level, Smartbroker Holding generated revenues of €27,739 thousand (H1 2021: €19,695 thousand (according to German accounting code HGB)), a year-over-year plus of 40%. The increase in turnover results from the initial full consolidation of Smartbroker AG in 2022. In line with the corporate strategy, the profitability achieved in the media segment was invested to drive further growth of Smartbroker.

The cost of sales amounted to €11,515 thousand (previous year: €12,123 thousand), of which €3,215 thousand was attributable to customer acquisition costs for Smartbroker (H1 2021: €7,916 thousand).

Personnel costs increased by 103% to €9,501 thousand (H1 2021: €4,675 thousand).

Total amortisation of intangible assets and depreciation of property, plant and equipment amounted to €2,155 thousand in H1 2022 (H1 2021: €1,311 thousand), of which €1,295 thousand (H1 2021: €661 thousand) was attributed to goodwill.

Other operating expenses of €3,645 thousand (H1 2021: €2,597 thousand) comprised general administrative expenses such as rent, insurance and consulting costs, costs for the stock exchange listing, etc.

The financial result for the first six months of 2022 amounted €-175 thousand (H1 2021: €-230 thousand), mainly including interest on bank loans.

The Group recorded a profit before taxes of €2,339 thousand (H1 2021: €-1,057 thousand) and a profit after tax of €1,210 thousand (H1 2021: €-1,152 thousand) in the first half of 2022.

in € millions H1 2022 H1 2021
Revenues 27.7 19.7
Cost of sales (11.5) (12.1)
Personnel expenses (9.5) (4.7)
Depreciation and
amortisation
(2.2) (1.3)
EBIT 2.5 (0.8)
Net loss / profit 1.2 (1.2)

INVESTMENTS

Cash flow from investing activities mainly includes the purchase of the additional shares in Finmarie GmbH (€267 thousand) and intangible assets for €8,965 thous and, mainly for development works of the front and back-end of Smartbroker 2.0. The investments in pro perty, plant and equipment (€1,524 thousand) mainly relate to refurbishment and office equipment expendi ture incurred in connection with the Company's reloca tion to its new, consolidated office.

EMPLOYEES

In the first half of 2022, the Smartbroker Group emplo yed an average of 244 people.

Average
H1 2022 H1 2021 Change
Number of
employees
244 118 +126

Including Management Board members and interning students

The increase is equally attributable to the hiring of new employees and the initial full consolidation of Smartbro ker AG.

SUMMARY STATEMENT OF THE COMPANY'S DEVELOPMENT IN H1 2022

Despite the challenging market conditions in the first half of the year, the Group achieved a solid business result broadly in line with its annual plans. Turnover amounted to €27.7 million, EBIT to €2.5 million, net pro fit for the period to €1.2 million. Investments in the ac quisition of new customers for Smartbroker amounted to €3.2 million and enabled Smartbroker AG to open 23 thousand new securities accounts. The balance sheet total rose to €82.2 million, the equity ratio was 62%.

Work continued on the most important project for the further growth of the Group - Smartbroker 2.0. After the end of the period, the Group announced a postpo nement of the launch date of Smartbroker 2.0 to mid-2023. Also in August 2022, updated guidance for the full year 2022 was announced.

Opportunities and Risk Report

For a detailed view on the Group's opportunity and risk positions, reference is made to the Annual Report 2021. The market environment continues to be characterised by the effects of the Covid-19 pandemic and the war in Ukraine. Meanwhile, uncertainties in the capital markets increased due to, among other things, rising inflation, energy prices and the changed interest rate situation. The Company expects these developments to continue in the second half of 2022.

The negative effects of these circumstances on the trading activity of private investors and, in part, also on available marketing budgets of corporate clients became evident during the second quarter. Continuing negative, external influences bear the risk of making it more difficult to acquire new customers and to increase transaction and advertising revenues. The Company reduced its own client acquisition activities and the associated marketing costs and is analysing the wider cost base for potential savings, currently especially in the areas of rent and overhead costs.

Forecast Report

In August 2022, the Group updated its guidance for the full year 2022. We now expect revenue at Group level to be between €54 million and €57 million (previously: between €62 million and €67 million), but continue to expect consolidated operating EBITDA to be between €10 million and €12 million. The planned costs for new customer acquisition for the Smartbroker are reduced to €4 million (previously: €6 million), therefore operating EBITDA before customer acquisition costs is now expected to be between €14 million and €16 million.

The change is mainly due to the challenging market situation. Uncertainty among investors linked to the war in Ukraine, among other things, and increased volatility led to markdowns on the stock markets and a decline in trading activity among private investors. The Smartbroker Group recorded a reduction in transactions per custody account to around 20 p.a., compared to the approximately 30 transactions planned for 2022 and recorded in the previous year. In addition, the number of page impressions on the Group's media portals saw a decline.

The period until the market launch of Smartbroker 2.0 in mid-2023 represents a transitional phase for our company. In order to create as little friction as possible for new customers, we reduced the investments in new customer acquisition leading up to the introduction of Smartbroker 2.0. The pace of new client acquisition is expected to increase again after the launch of Smartbroker 2.0.

The forecast is subject to risks and uncertainties. The updated forecast reflects the uncertain market environment, the reduced number of transactions per custody account, new customers and page impressions. Even though a slight recovery in the number of transactions and page impressions became apparent in August, the stock market environment remains tense and more volatile than usual.

For more details, please also refer to the risk report in the Annual Report 2021.

Revenues, in € millions Operating EBITDA, in € millions

* Note: The revenue for 2021 corresponds to the pro forma revenue including Smartbroker AG (formerly wallstreet:online capital AG) fully consolidated according to HGB as of 1 January 2021. According to the Management Information System, this value amounts to €51.4 million, with no material impact on EBITDA.

Declaration On Dependency Report

Dependent company report pursuant to § 312 AktG

Pursuant to § 312 of the German Stock Corporation Act (AktG), we have prepared a report on relations with affiliated companies, which concludes with the following declaration pursuant to § 312 (3) of the German Stock Corporation Act (AktG):

"No legal transactions have been carried out or measures taken or omitted at the instigation of or in the interest of the controlling company or any company affiliated with it, beyond the facts stated in the dependency report.

According to the circumstances known to us at the time when the legal transaction was carried out or the measure was taken or omitted, Smartbroker Holding AG received appropriate consideration for each legal transaction and has not been disadvantaged by the fact that the measure was taken or omitted."

Berlin, 16 September 2022

The Management Board of Smartbroker Holding AG

André Kolbinger

Michael Bulgrin Oliver Haugk

Roland Nicklaus Stefan Zmojda

09 CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Consolidated Balance Sheet as of 30 June 2022 Annex 1
Consolidated Profit & Loss Statement for 01.01. - 30.06.2022 Annex 2
Consolidated Cash Flow Statement for 01.01. - 30.06.2022 Annex 3
Consolidated Statement of Changes in Equity for 01.01. - 30.06.2022 Annex 4
Notes to the Consolidated Interim Financial Statements as of 30 June 2022 Annex 5
Consolidated Fixed Assets Schedule as of 30 June 2022 Annex 5
Consolidated Liabilities Schedule as of 30 June 2022 Annex 5

CONSOLIDATED BALANCE SHEET AS OF 30 JUNE 2022 ANNEX 1

In EUR thousands

ASSETS 30/06/2022 31/12/2021
A. Non-current assets 49,863 40,602
I. Intangible Assets 45,261 37,469
1. Self-created industrial property rights and similar rights and assets 291 488
2. Purchased licences, software and similar rights and assets 8,004 8,025
3. Goodwill 22,124 22,592
thereof from capital consolidation 21,613 22,054
4. Advance payments and software in development 14,841 6,365
II. Tangible assets 2,149 905
1. Other property, plant and equipment 1,408 863
2. Advance payments and assets in development 741 42
III. Financial assets 2,453 2,284
1. Shares in affiliated companies <1 <1
2. Shares in associated companies 800 533
3. Securities held as fixed assets 1,112 1,112
4. Other loans 542 582
B. Current assets 31,790 34,369
I. Inventories 4 4
II. Receivables and other assets 9,009 8,839
1. Trade and other receivables 7,165 6,968
2. Other assets 1,844 1,871
III. Cash and cash equivalents 22,777 25,525
C. Deferred assets 542 410
Total assets 82,195 75,381

CONSOLIDATED BALANCE SHEET AS OF 30 JUNE 2022 ANNEX 1

In EUR thousands

Liabilities 30/06/2022 31/12/2021
A. Equity 50,607 49,464
I. Subscribed capital 15,101 15,101
II. Capital reserve 29,273 29,273
III. Equity difference from currency translation 570 298
IV. Retained earnings 5,563 4.393
V. Minority interests 99 400
B. Difference from the capital consolidation 42 40
C. Reserves 7,441 6,114
I. Tax reserves 1,633 1,078
II. Other reserves 5,809 5,036
D. Liabilities 21,538 16,587
I. Financial liabilities 16,865 5,702
II. Prepayments received on orders 32 88
III. Trade payables 4,343 8,880
IV. Other liabilities 299 1,917
E. Deferred liabilities 1,776 2,300
F. Deferred tax liabilities 792 875
Total liabilities 82,195 75,381

CONSOLIDATED PROFIT & LOSS STATEMENT FOR 01.01. - 30.06.2022 ANNEX 2

In EUR thousands 01.01.-30.06.22 01.01.-30.06.21
1. Revenues 27,739 19,695
2. Other capitalised costs 1,336 0
Total 29,075 19,695
3. Other operating income 255 185
4. Cost of sales -11,515 -12,123
Gross profit 17,815 7,756
5. Personnel expenses -9,501 -4,675
6. Depreciation and amortisation expense -2,155 -1,311
7. Other operating expenses -3,645 -2,597
Operating profit 2,514 -827
8. Income from investments in associated companies 0 47
9. Income from other securities and loans of financial assets 0 <1
10. Other interest and similar income 4 5
11. Expenses for investments in associated companies 0 -208
12. Interest and similar expenses -179 -74
Earnings before taxes 2,339 -1,057
13. Taxes on income and profit -1,129 -95
thereof from release/formation of deferred taxes 84 86
Earnings after taxes 1,210 -1,152
Consolidated net loss/profit for the period 1,210 -1,152
14. Profit/loss attributable to non-controlling interests -39 -2
15. Consolidated profit carried forward from the previous year 4,393 4,953
Consolidated retained earnings 5,563 3,799

CONSOLIDATED CASH FLOW STATEMENT

ANNEX 3

Cash Flow Statement (in accordance with DRS 21)

In EUR thousands 01.01.-
30.06.2022
01.01.-
30.06.2021
Cash flow from operating activities 4,747 56
Consolidated net loss/profit for the year (including minority interests) 1,210 -1,146
Depreciation/write-ups of fixed assets 2,155 1,311
Increase/decrease in provisions 1,327 765
Other non-cash expenses/income -138 -47
Increase/decrease in inventories, trade receivables and
other assets not allocated to investing or financing activities
-301 -126
Increase/decrease in trade accounts payable and other
liabilities not classified as investing or financing activities
96 -481
Interest expense/income 175 69
Other investment income 0 155
Income tax expense/income 1,129 95
Income tax payments -906 -791
Cash flow from investing activities -18,583 -1,277
Proceeds from disposals of intangible assets 109 29
Payments for investments in intangible assets -15,798 -2,119
Proceeds from disposals of tangible fixed assets 44 0
Payments for investments in tangible fixed assets -1,524 -250
Proceeds from disposals of financial assets 43 1,297
Payments for investments in financial assets -269 -2
Payments for additions to the scope of consolidation -1,193 -237
Interest received 4 5

CONSOLIDATED CASH FLOW STATEMENT ANNEX 3

In EUR thousands 01.01.-30.06.2022 01.01.-30.06.2021
Cash flow from financing activities 10,983 18,119
Proceeds from contributions to equity by shareholders
of the parent company
0 19,128
Proceeds from the issuance of bonds and borrowings of (financial) loans 13,000 0
Repayments of bonds and (financial) loans -1,837 -935
Interest paid -179 -74
Cash-effective Change in cash and cash equivalents -2,852 16,898
Changes in cash and cash equivalents due to exchange rate fluctuations and
valuation
105 -34
Change in cash and cash equivalents -2,748 16,864
Cash and cash equivalents at the beginning of the period 25,525 14,070
Cash and cash equivalents at the end of the period 22,777 30,934

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ANNEX 4

In € thousands 01/01/
2022
01/01/
2021
Capital increase Received Annual
Loss/Profit
Currency
Conversion
30/06/
2022
31/12/
2021
H1 2022 2021 H1 2022 2021 H1 2022 2021 H1 2022 2021
Group equity 49,465 30,225 0 19,128 -340 357 1,210 -537 272 291 50,607 49,464
Parent company's equity 49,065 30,205 0 19,128 0 0 1,171 -560 272 291 50,508 49,064
Subscribed capital 15,101 14,382 0 719 0 0 0 0 0 15,101 15,101
Capital reserves 29,273 10,863 0 18,409 0 0 0 0 0 0 29,272 29,272
Equity difference from
currency conversion
298 7 0 0 0 0 0 0 273 291 571 298
Accumulated profit/loss 4,393 4,953 0 0 0 0 1,171 -560 0 0 5,564 4,393
Non-controlling shares 400 20 0 0 -340 357 39 23 0 0 99 400

Smartbroker Holding AG, Berlin Notes to the Consolidated Interim Financial Statements H1 2022

The consolidated companies (fully consolidated) include:

Code.

Consolidation principles

applied at the time of acquisition.

General Meeting on 24 June 2022.

Meeting on 15 June 2022.

Included affiliated companies Percentage of

1 Smartbroker Holding AG, Berlin1 Parent Company

Companies without or with a negligible volume of business activities are not included in the consolidated financial statements in accordance with § 296 (2) German Commercial

The capital consolidation of investments in subsidiaries is conducted according to the revaluation method. For the shares acquired during H1 2022, the revaluation method is

According to this methodology, the value of the shares owned by the parent company represents the amount of the subsidiary's equity attributable to these shares. Equity is recognised at the amount corresponding to the fair value of the assets, liabilities and

1 wallstreet:online AG was renamed Smartbroker Holding AG by resolution of the Annual

2 wallstreet:online capital AG was renamed Smartbroker AG by resolution of the Annual General

ZV Zertifikate Verlag GmbH, Kiel was liquidated as of 29 June 2022.

Markets Inside Media GmbH, Leipzig 100.00 ABC New Media AG, Zurich, Switzerland 100.00 ARIVA.DE AG, Kiel 100.00 Smart Investor Media GmbH, Munich 90.00 Blockchain Consult GmbH, Frankfurt am Main 50.00 crumbl AG, Berlin 84.62 wallstreet:online Fonds Advisory GmbH, Berlin 100.00 Wallstreet Online Corporate Finance AG, Berlin 100.00 wallstreet:online publishing GmbH, Berlin 90.00 Mint Assets GmbH, Berlin 100.00 Erste ICO Consulting Projektgesellschaft GmbH, Berlin 100.00 GF Global Funds SICAV, Liechtenstein 66.00 Smartbroker AG, Berlin2 100.00

capital in %

General information

These financial statements have been prepared in accordance with §§ 290 ff. German Commercial Code (HGB).

The consolidated income statement has been prepared using the nature of expense method.

In order to improve the clarity of the presentation, we have summarised individual items of the consolidated balance sheet and profit and loss statement and are therefore breaking them down and explaining them separately in these notes. For the same reason, the disclosures relating to other items and the notes thereto are also provided here.

Register information

The Parent Company has its registered office in Berlin and is listed in the Commercial Register of the Municipal Court of Charlottenburg under Number HRB 96260 B.

Scope of consolidation

The consolidated financial statements include all companies over which the Company directly or indirectly exercises controlling influence.

Subsidiaries without significant business operations, which are also not material to the presentation of a true and fair view of the net assets, financial position, results of operations and cash flows, have not been included in these financial statements.

The consolidated companies (fully consolidated) include:

Included affiliated companies Percentage of
capital in %
1 Smartbroker Holding AG, Berlin1 Parent Company
2 Markets Inside Media GmbH, Leipzig 100.00
3 ABC New Media AG, Zurich, Switzerland 100.00
4 ARIVA.DE AG, Kiel 100.00
5 Smart Investor Media GmbH, Munich 90.00
6 Blockchain Consult GmbH, Frankfurt am Main 50.00
7 crumbl AG, Berlin 84.62
8 wallstreet:online Fonds Advisory GmbH, Berlin 100.00
9 Wallstreet Online Corporate Finance AG, Berlin 100.00
10 wallstreet:online publishing GmbH, Berlin 90.00
11 Mint Assets GmbH, Berlin 100.00
12 Erste ICO Consulting Projektgesellschaft GmbH, Berlin 100.00
13 GF Global Funds SICAV, Liechtenstein 66.00
14 Smartbroker AG, Berlin2 100.00

Companies without or with a negligible volume of business activities are not included in the consolidated financial statements in accordance with § 296 (2) German Commercial Code.

ZV Zertifikate Verlag GmbH, Kiel was liquidated as of 29 June 2022.

Consolidation principles

The capital consolidation of investments in subsidiaries is conducted according to the revaluation method. For the shares acquired during H1 2022, the revaluation method is applied at the time of acquisition.

According to this methodology, the value of the shares owned by the parent company represents the amount of the subsidiary's equity attributable to these shares. Equity is recognised at the amount corresponding to the fair value of the assets, liabilities and

1 wallstreet:online AG was renamed Smartbroker Holding AG by resolution of the Annual General Meeting on 24 June 2022.

2 wallstreet:online capital AG was renamed Smartbroker AG by resolution of the Annual General Meeting on 15 June 2022.

prepaid expenses to be included in the consolidated financial statements at the time of consolidation.

Goodwill from the initial consolidation of shares is amortised on a straight-line basis over a period of 10 years. The customer base of ARIVA.DE AG is amortised on a straight-line

A useful life of 15 years is assumed for the goodwill of Markets Inside Media GmbH, which was acquired in 2018. The brand names that have been capitalised as part of the initial consolidation and the related deferred tax liabilities are amortised over a period of

Property, plant and equipment are recognised at acquisition or production cost and are

Tangible fixed assets are depreciated in accordance with their expected useful life. Low-value fixed assets with a net individual value of up to EUR 250 were fully depreciated or expensed in the year of acquisition; their immediate disposal was assumed. For fixed assets with a net individual value of more than EUR 250 up to EUR 1,000, the collective item methodology eligible for tax purposes was also applied in the commercial balance sheet for reasons of simplification. The collective item is depreciated at a flat rate of 20% in the year of acquisition and in the four subsequent years. Depreciation on additions to property, plant and equipment is otherwise carried out on a

Regarding financial assets, shares and securities are recognised at the lower of cost

Receivables and other assets are stated at nominal value. All risk-bearing items are taken into account through the formation of appropriate individual value adjustments; the

Expenses incurred prior to the balance sheet date are reported as prepaid expenses if they represent expenses relating to a point in time or period after the balance sheet date.

Provisions are recorded at the settlement amount which, according to reasonable commercial judgement, will be required to cover all risks and contingent liabilities known

Deferred income includes all receipts received up to the balance sheet date, insofar as

Deferred taxes are calculated within the scope of consolidation measures by disclosing hidden reserves in accordance with Sections 300 to 307 of the German Commercial

or fair value and loans are recognised at nominal value.

Liabilities are recognised at the settlement amounts.

they represent income relating to future periods.

general credit risk is taken into account through lump-sum deductions.

basis over 5 years.

reduced by scheduled depreciation.

pro rata temporis basis.

at the balance sheet date.

15 years.

Any difference remaining after offsetting is recognised as goodwill if it arises on the asset side. The difference is released to income over 10 years, which corresponds to the weighted average remaining useful life of the depreciable assets acquired. For reasons of simplification, the differences of the companies that are no longer operationally active were dissolved directly against the profit and loss carried forward by the parent company. Receivables and liabilities between Group companies are offset.

In the consolidated profit and loss account, income from intercompany sales and other intra-Group income are offset against the corresponding expenses. Certain intercompany profits were realised and have been eliminated in H1 2022. Within the scope of the Smartbroker project, intercompany profits in the amount of kEUR 47 were eliminated at the parent company level, which incurred due to capitalisation of own work by Ariva.de AG.

The currency differences arising from the consolidation of liabilities and expenses and income are recognised in profit or loss as other operating income or other operating expenses.

In the first half of 2022, all remaining shares in Smartbroker AG were acquired, including Smartbroker AG's shareholding in GF Global Funds SICAV, so that the group's total holding in this fund now amounts to 66%.

Intercompany profits relating to trade receivables due from these companies have been eliminated.

Accounting and Valuation Methods

The consolidated financial statements are prepared in accordance with the accounting standards of the German Commercial Code (HGB).

Assets and liabilities are valued uniformly in the consolidated financial statements. Deviating accounting and valuation principles in the annual financial statements of the group companies are adjusted (commercial balance sheet II).

Acquired and internally generated intangible assets are recognised at acquisition or production cost and, if subject to depreciation, are amortised on a straight-line basis over their useful lives of 2 to 15 years. Acquired domain names are not depreciated on a scheduled basis because, in application of the tax perspective, the domain name is assumed to offer the possibility of use for an unlimited period of time.

Goodwill from the initial consolidation of shares is amortised on a straight-line basis over a period of 10 years. The customer base of ARIVA.DE AG is amortised on a straight-line basis over 5 years.

A useful life of 15 years is assumed for the goodwill of Markets Inside Media GmbH, which was acquired in 2018. The brand names that have been capitalised as part of the initial consolidation and the related deferred tax liabilities are amortised over a period of 15 years.

Property, plant and equipment are recognised at acquisition or production cost and are reduced by scheduled depreciation.

Tangible fixed assets are depreciated in accordance with their expected useful life. Low-value fixed assets with a net individual value of up to EUR 250 were fully depreciated or expensed in the year of acquisition; their immediate disposal was assumed. For fixed assets with a net individual value of more than EUR 250 up to EUR 1,000, the collective item methodology eligible for tax purposes was also applied in the commercial balance sheet for reasons of simplification. The collective item is depreciated at a flat rate of 20% in the year of acquisition and in the four subsequent years. Depreciation on additions to property, plant and equipment is otherwise carried out on a pro rata temporis basis.

Regarding financial assets, shares and securities are recognised at the lower of cost or fair value and loans are recognised at nominal value.

Receivables and other assets are stated at nominal value. All risk-bearing items are taken into account through the formation of appropriate individual value adjustments; the general credit risk is taken into account through lump-sum deductions.

Expenses incurred prior to the balance sheet date are reported as prepaid expenses if they represent expenses relating to a point in time or period after the balance sheet date.

Provisions are recorded at the settlement amount which, according to reasonable commercial judgement, will be required to cover all risks and contingent liabilities known at the balance sheet date.

Liabilities are recognised at the settlement amounts.

Deferred income includes all receipts received up to the balance sheet date, insofar as they represent income relating to future periods.

Deferred taxes are calculated within the scope of consolidation measures by disclosing hidden reserves in accordance with Sections 300 to 307 of the German Commercial Code (HGB), but not from the initial recognition of goodwill or negative goodwill from capital consolidation. In addition, deferred taxes are recognised for the capitalisation of internally generated intangible assets.

Goodwill includes an amount of kEUR 511 that was included before 2020 in the annual financial statement of Markets Inside Media GmbH. The remaining kEUR 21,613 resulted

The squeeze-out of the shares in Smartbroker AG (3.69%) resulted in an addition to

The additions of kEUR 8,955 to intangible assets under development refer to purchases and own work capitalised in relation to the development of a front and back end for the

The additions to office furniture and equipment in the amount of kEUR 1,524 resulted primarily from purchases in order to refurbish and furnish the new office at Ritterstrasse,

Smartbroker Holding AG paid a second tranche of kEUR 267 for the investment in

Other loans include two loans (kEUR 332 to TS private assets GmbH and kEUR 210 to

As in the previous year, receivables have a remaining term of less than one year. The trade accounts receivable reported take into account individual value adjustments and

Other assets mainly include receivables from the inland revenue in the amount of kEUR 1,319 (previous year kEUR 1,757). Other assets also include receivables from security deposits amounting to kEUR 497 (previous year: kEUR 104) - as in the previous year

from the capital consolidation of acquired shares.

goodwill of kEUR 854 from capital consolidation.

Finmarie GmbH, Berlin (17%) in the first half of 2022.

general value adjustments in an appropriate amount.

with a residual term of more than one year.

"Smartbroker" project.

Neunfeldtneun GmbH & Co. KG).

Receivables and other assets

Berlin.

Currency conversion

The initial recording of assets and liabilities resulting from foreign currency transactions is undertaken using currency conversions on Commercial Balance Sheet II based upon the spot exchange rate of the transaction date.

Any monetary assets and liabilities that are in foreign currency are converted during the subsequent valuation at the spot exchange rate of the closing date. If the residual term is one year or less, neither the Realisation Principle (§ 298 Para. 1 in conjunction with § 252 Para. 1 No. 4 Clause 2 German Commercial Code) nor the Purchasing Cost Principle (§ 298 Para. 1 in conjunction with § 253 Para. 1 Clause 1 German Commercial Code) are applied for exchange rate-related value changes.

Non-monetary assets, which have been acquired in foreign currency, are converted upon the date of receipt. Any subsequent valuation is undertaken in the domestic currency upon the basis of the acquisition costs recorded on the date of receipt.

Asset and liability items from financial statements drawn up in a foreign currency are converted into Euros at the respective spot exchange rate on the closing date - with the exception of equity (subscribed capital, reserves, results carried forward), which is converted at the historical spot exchange rates of the initial consolidation date. The items in the income statement are translated into Euros at average exchange rates. Any resulting differences are shown in the consolidated equity under the item "Equity difference from currency translation".

Exchange rate differences from debt consolidation are generally recognised in the income statement under other operating income or expenses.

Remarks on the Consolidated Balance Sheet

Non-current assets

The development of fixed assets is shown in the statement of changes in fixed assets with details of depreciation and amortisation.

The disposals of internally generated intangible assets amount to kEUR 170.

Goodwill includes an amount of kEUR 511 that was included before 2020 in the annual financial statement of Markets Inside Media GmbH. The remaining kEUR 21,613 resulted from the capital consolidation of acquired shares.

The squeeze-out of the shares in Smartbroker AG (3.69%) resulted in an addition to goodwill of kEUR 854 from capital consolidation.

The additions of kEUR 8,955 to intangible assets under development refer to purchases and own work capitalised in relation to the development of a front and back end for the "Smartbroker" project.

The additions to office furniture and equipment in the amount of kEUR 1,524 resulted primarily from purchases in order to refurbish and furnish the new office at Ritterstrasse, Berlin.

Smartbroker Holding AG paid a second tranche of kEUR 267 for the investment in Finmarie GmbH, Berlin (17%) in the first half of 2022.

Other loans include two loans (kEUR 332 to TS private assets GmbH and kEUR 210 to Neunfeldtneun GmbH & Co. KG).

Receivables and other assets

As in the previous year, receivables have a remaining term of less than one year. The trade accounts receivable reported take into account individual value adjustments and general value adjustments in an appropriate amount.

Other assets mainly include receivables from the inland revenue in the amount of kEUR 1,319 (previous year kEUR 1,757). Other assets also include receivables from security deposits amounting to kEUR 497 (previous year: kEUR 104) - as in the previous year with a residual term of more than one year.

Equity

The currency differences of kEUR 570 (previous year kEUR 298) arose from the conversion of the equity of ABC New Media AG from CHF to EUR.

The disposal of non-controlling interests stems from the acquisition of the remaining shares in Smartbroker AG (kEUR 340).

Liabilities

Liabilities Analysis.

  1. Liabilities owed to

Deferred income

  1. Advance

In kEUR 30/06/2022

New Media AG, ARIVA.DE AG and Smartbroker AG.

payments (kEUR 539, previous year kEUR 588).

Type of liability Up to 1 year

The residual terms and the collateralisation of the liabilities are shown in detail in the

More than 1 year

30/6/22 2021 30/6/22 2021 30/6/22 2021 30/6/22 2021

Of which: More than 5 years

Total

Remaining term

financial Institutions 4,285 1,976 12,580 3,726 0 0 16,865 5,702

payments received 31 88 0 0 0 0 31 88

  1. Trade payables 4,343 8,880 0 0 0 0 4,343 8,880

  2. Other Liabilities 299 1,917 0 0 0 0 299 1,917 - VW client base 0 1,500 0 0 0 0 0 1,500

  3. Taxes 289 343 0 0 0 0 289 343

Total 8,958 12,861 12,580 3,276 0 0 21,538 16,587

Of the liabilities owed to financial institutions, kEUR 4,149 are secured through joint guarantees by Markets Inside Media GmbH, ABC New Media AG and ARIVA.DE AG. A further kEUR 12,329 are secured through joint guarantees by Inside Media GmbH, ABC

Deferred income includes, among other things, deferrals of customer subscription

Negative goodwill

The negative goodwill of kEUR 40 newly created in 2021 is a purely technical difference arising from the initial consolidation of GF Global Funds SICAV and the further indirect share acquisitions. Due to the acquisition of the remaining shares in Smartbroker AG and the associated indirect increase in the shareholding in GF Global Funds SICAV, this amount increased by kEUR 1.

Other provisions

Other provisions consists mainly of provisions for outstanding invoices (kEUR 2,586; previous year kEUR 2,166), obligations to employees including holiday provisions (kEUR 1,771; previous year kEUR 1,556), bonuses for the Management Board and managing directors (kEUR 675; previous year kEUR 631), costs for the financial statements and audit (kEUR 322; previous year kEUR 181), and Supervisory Board remuneration (kEUR 125; previous year kEUR 140).

Liabilities

The residual terms and the collateralisation of the liabilities are shown in detail in the Liabilities Analysis.

Total 8,958 12,861 12,580 3,276 0 0 21,538 16,587
- Taxes 289 343 0 0 0 0 289 343
- VW client base 0 1,500 0 0 0 0 0 1,500
6. Other Liabilities 299 1,917 0 0 0 0 299 1,917
4. Trade payables 4,343 8,880 0 0 0 0 4,343 8,880
3. Advance
payments received
31 88 0 0 0 0 31 88
1. Liabilities owed to
financial Institutions
4,285 1,976 12,580 3,726 0 0 16,865 5,702
30/6/22 2021 30/6/22 2021 30/6/22 2021 30/6/22 2021
Type of liability Up to 1 year Of which:
More than 1
More than
year
5 years
Total
Remaining term
In kEUR 30/06/2022

Of the liabilities owed to financial institutions, kEUR 4,149 are secured through joint guarantees by Markets Inside Media GmbH, ABC New Media AG and ARIVA.DE AG. A further kEUR 12,329 are secured through joint guarantees by Inside Media GmbH, ABC New Media AG, ARIVA.DE AG and Smartbroker AG.

Deferred income

Deferred income includes, among other things, deferrals of customer subscription payments (kEUR 539, previous year kEUR 588).

Deferred taxes

Deferred tax liabilities result from the following circumstances and have developed as follows:

kEUR 0), consulting costs (kEUR 455, previous year kEUR 317), costs for accounting

Other operating expenses further include expenses unrelated to the accounting period

In kEUR Until 06/2023 1 to 5

Leasing Total 182 372

Rentals Total 1,699 6,596

Total 1,881 6,968

In the period under review, any transaction that took place with related parties were

In 2022, Smartbroker Holding AG entered into a consulting agreement with its Supervisory Board member, Mr René Krüger. The contract agreed with Mr Krüger is in

In 2020, Smartbroker Holding AG concluded a contract for a partner programme with Firstlead GmbH, Berlin. The main shareholder of Firstlead GmbH is the Supervisory Board member Marcus Seidel. The contract agreed with Firstlead GmbH is in line with

Smartbroker Holding AG has entered into contractual agreements with its subsidiaries Markets Inside Media GmbH, Leipzig, Ariva.de AG, Kiel, and ABC New Media AG, Zurich (Switzerland), for the placement of advertising on the media outlets belonging to the

30/06/2022

years

and auditors (kEUR 360, previous year kEUR 156).

in the amount of kEUR 20 (previous year kEUR 67).

Other disclosures

Other financial obligations

Related parties' transactions

conducted at arm's length terms.

line with customary conditions in the market.

the customary conditions in the market.

These obligations include, among others:

In kEUR 30/06/2022 31/12/2021 Change
Deferred tax assets from unrealised gains 621 653 -32
Deferred tax assets from the capitalisation of
internally generated intangible assets
171 222 -51
Total 792 875 -83

The calculation is based on a tax rate of 30% for domestic taxes. For the calculation of the tax for Switzerland (ABC New Media AG), 17% is used.

Discussion of the Consolidated Profit & Loss Statement

Other operating income

Other operating income in the amount of kEUR 255 (previous year: kEUR 185) includes mainly revenues from the release of provisions (kEUR 97; previous year kEUR 0) and proceeds from sale of property, plant and equipment (kEUR 44, previous year kEUR 9).

Other operating income also includes income unrelated to the accounting period in the amount of kEUR 13 (previous year kEUR 12).

Other operating expenses

Other operating expenses amounting to kEUR 3,645 (previous year kEUR 2,597) include in particular administrative expenses, such as rent and leasing expenditure (kEUR 768; previous year kEUR 266), costs for non-deductible trade tax (kEUR 530; previous year kEUR 0), consulting costs (kEUR 455, previous year kEUR 317), costs for accounting and auditors (kEUR 360, previous year kEUR 156).

Other operating expenses further include expenses unrelated to the accounting period in the amount of kEUR 20 (previous year kEUR 67).

Other disclosures

Other financial obligations

These obligations include, among others:

30/06/2022
In kEUR Until 06/2023 1 to 5
years
Leasing Total 182 372
Rentals Total 1,699 6,596
Total 1,881 6,968

Related parties' transactions

In the period under review, any transaction that took place with related parties were conducted at arm's length terms.

In 2022, Smartbroker Holding AG entered into a consulting agreement with its Supervisory Board member, Mr René Krüger. The contract agreed with Mr Krüger is in line with customary conditions in the market.

In 2020, Smartbroker Holding AG concluded a contract for a partner programme with Firstlead GmbH, Berlin. The main shareholder of Firstlead GmbH is the Supervisory Board member Marcus Seidel. The contract agreed with Firstlead GmbH is in line with the customary conditions in the market.

Smartbroker Holding AG has entered into contractual agreements with its subsidiaries Markets Inside Media GmbH, Leipzig, Ariva.de AG, Kiel, and ABC New Media AG, Zurich (Switzerland), for the placement of advertising on the media outlets belonging to the subsidiaries. The remuneration paid to wallstreet:online AG is customary in the market in each case.

Subsequent events

information included in the Annual Report 2021.

transaction and advertising revenues.

the Company effective 31 August 2022.

on the asset, financial and earnings situation of the Group.

For details on the Group's opportunities and risk situation, reference is made to the

The market environment continues to be characterised by the effects of the Covid-19 pandemic and the war in Ukraine. Meanwhile, the rising inflation, energy prices and the changed interest rate situation led to increased uncertainties on the capital markets. The

These effects impact the trading activity of private investors and, in part, also on the available marketing budgets of corporate clients. Continuing negative external influences pose the risk of making it more difficult to acquire new customers and to increase

By Supervisory Board resolution of 4 August 2022, Mr André Kolbinger was nominated as the new CEO of Smartbroker Holding AG. The previous CEO Mr Matthias Hach left

In July 2022, the Company carried out a capital increase of kEUR 10,034 against cash contributions. The share capital was thereby increased by just under 4% to kEUR 15,600. The placement price per new share was EUR 17.30. The capital increase excluded shareholders' subscription rights, in accordance with current laws and regulations.

There were no other events after the end of the financial year with a significant influence

Company expects these developments to continue in the second half of 2022.

Under the trust agreement with Smartbroker AG regarding the acquisition of the VW custody account, Smartbroker Holding AG receives a share of revenue amounting to 55% of the revenue generated with this customer base in the first half of 2022. Under the cooperation agreement with Smartbroker AG regarding the Smartbroker project, Smartbroker Holding AG receives a share of revenue amounting to 70% of the revenue generated with the Smartbroker customers until 28 February 2022. Starting from 1 March 2022, this revenue share amounts to 10%. Smartbroker Holding AG bears the costs for marketing, the KYC verification of new customers, the development of the website and the costs for rented office space.

Total remuneration of the Supervisory Board

The remuneration of the Supervisory Board of the parent company for the performance of its duties in the parent company and the subsidiaries amounts to kEUR 78 in the first half of 2022 (previous year kEUR 51).

Employees

Average number of employees of the companies included in the consolidated financial statements during the periods:

H1 2022 FY 2021
Smartbroker Holding AG 46 43
Ariva.de AG 60 50.75
Markets Inside Media GmbH 11 8
Smart Investor GmbH 4 4
Smartbroker AG 122 89.75
ABC New Media AG 1 1
Total 244 196.5

Subsequent events

For details on the Group's opportunities and risk situation, reference is made to the information included in the Annual Report 2021.

The market environment continues to be characterised by the effects of the Covid-19 pandemic and the war in Ukraine. Meanwhile, the rising inflation, energy prices and the changed interest rate situation led to increased uncertainties on the capital markets. The Company expects these developments to continue in the second half of 2022.

These effects impact the trading activity of private investors and, in part, also on the available marketing budgets of corporate clients. Continuing negative external influences pose the risk of making it more difficult to acquire new customers and to increase transaction and advertising revenues.

By Supervisory Board resolution of 4 August 2022, Mr André Kolbinger was nominated as the new CEO of Smartbroker Holding AG. The previous CEO Mr Matthias Hach left the Company effective 31 August 2022.

In July 2022, the Company carried out a capital increase of kEUR 10,034 against cash contributions. The share capital was thereby increased by just under 4% to kEUR 15,600. The placement price per new share was EUR 17.30. The capital increase excluded shareholders' subscription rights, in accordance with current laws and regulations.

There were no other events after the end of the financial year with a significant influence on the asset, financial and earnings situation of the Group.

Remarks on the Consolidated Cash Flow Statement

Cash and cash equivalents consist of the balance sheet items cash on hand and bank balances.

Consolidated Liabilities Schedule

3151 Liabilities Financial Institutions (<1y)

3160 Liabilities Financial Institutions (1-5yrs)

3161 Loan DZ

3162 Loan DZ Bank 8m

3163 Loan BVB

5m

In kEUR 01/01/2022 Additions Repayments Interest 30/06/2022 31/12/2021

Loans 5,702 13,000 -1,837 0 16,865 5,702

Bank 2.5m 1,887 0 -283 0 1,604 1,887

388 0 -255 0 133 388

3,427 0 -628 0 2,799 3,427

0 8,000 -421 0 7,579 0

0 5,000 -250 0 4,750 0

Book Value

Cash flow from investing activities primarily includes the purchase of intangible assets under development (kEUR 15,798, including the last tranche of kEUR 1,500 for the VW customer base and kEUR 14,298 for expenses in relation to the front-end and back-end development works of Smartbroker 2.0). In addition, payments of kEUR 1,524 were made, primarily for office equipment and renovation measures in connection with the move into the new Ritterstrasse offices. Further payments were made in connection with the purchase of the remaining shares in Smartbroker AG in the amount of kEUR 1,193.

The cash flow from financing activities includes the draw-down of two new loans in the amount of kEUR 13,000 as well repayments of existing loans amounting to kEUR 1,837.

Berlin, 16 September 2022

Smartbroker Holding AG

The Management Board

André Kolbinger

Michael Bulgrin Oliver Haugk

Roland Nicklaus Stefan Zmojda

Book Value
In kEUR 01/01/2022 Additions Repayments Interest 30/06/2022 31/12/2021
Loans 5,702 13,000 -1,837 0 16,865 5,702
3151 Liabilities
Financial
Institutions
(<1y)
388 0 -255 0 133 388
3160 Liabilities
Financial
Institutions
(1-5yrs)
3,427 0 -628 0 2,799 3,427
3161 Loan DZ
Bank 2.5m
1,887 0 -283 0 1,604 1,887
3162 Loan DZ
Bank 8m
0 8,000 -421 0 7,579 0
3163 Loan BVB
5m
0 5,000 -250 0 4,750 0
Historical acquisition or manufacturing costs Additions to Accumulated amortization Book Value
In kEUR 01/01/2022 Additions Disposals Reclassifica
tions
the
consolidated
companies
30/06/2022 01/01/2022 Additions Disposals 30/06/2022 30/06/2022 01/01/2022
1. Self-created industrial
similar rights and assets
I. Intangible assets
property rights and
2,598 0 170 0 0 2,428 2,110 156 129 2,137 488 813
2. Acquired permits, industrial
rights and assets, as well as
licences to such rights and
property rights and similar
assets
9,883 10 15 425 0 10,259 1,813 441 0 2,255 8,025 8,228
3. Company value or goodwill
4. Advance payments and
intangible assets in
development
26,130
6,375
0
8,956
0
53
-425
0
854
0
26,984
14,852
3,538
11
1,322
0
0
0
4,860
11
22,592
14,842
11,432
6,365
44,942 8,965 238 0 854 54,523 7,472 1,919 129 9,262 45,261 37,469
2. Advance payments and
1. Property, plant and
II. Tangible assets
equipment
2,909 825 94 0 0 3,640 2,046 236 50 2,232 1,408 863
tangible assets in
development
42 700 0 0 0 741 0 0 0 0 741 42
2,951 1,524 94 0 0 4,381 2,046 236 50 2,232 2,149 905
1. Shares in affiliated
III. Financial Assets
companies
<1 0 0 0 0 <1 0 0 0 0 <1 <1
2. Shares in associated
companies
533 267 0 0 0 800 0 0 0 0 800 533
3. Securities in fixed assets 1,303 0 0 0 0 1,303 191 0 0 191 1,112 1,112
4. Other loans 582 2 43 0 0 542 0 0 0 0 542 582
2,419 269 43 0 0 2,645 191 0 0 191 2,453 2,228
Total fixed assets 50,311 10,758 376 0 854 61,549 9,709 2,155 179 11,685 49,863 40,602
44

About Smartbroker Holding AG

The Smartbroker Group operates Smartbroker - a multiple award-winning online broker, which is the only provider in Germany to combine the extensive product range of traditional brokers with the extremely favourable conditions of neo brokers. In addition, the Group operates four high-reach stock market portals (wallstreet-online.de, boersenNews.de, FinanzNachrichten.de and ARIVA.de). With several hundred million monthly page impressions, the Group is the by far largest publisher-independent financial portal operator in German-speaking countries, and also hosts the region's largest finance community. Smartbroker Holding AG is listed on the Frankfurt Stock Exchange (Basic Board) under the symbol SB1, ISIN DE000A2GS609.

Web | www.smartbroker-holding.de Address | Ritterstraße 11 · 10969 Berlin

Historical acquisition or

In kEUR I. Intangible assets

  1. Self-created industrial

property rights and

similar rights and assets

  1. Acquired permits, industrial

property rights and similar

rights and assets, as well as

licences to such rights and

assets 3. Company value or goodwill

  1. Advance payments and

intangible assets in

development II. Tangible assets

  1. Property, plant and

equipment 2. Advance payments and

tangible assets in

development III. Financial Assets

  1. Shares in affiliated

companies 2. Shares in associated

companies 533

  1. Securities in fixed assets

  2. Other loans Total fixed assets

50,311

10,758

376

0

854

61,549

9,709

2,155

179

11,685

49,863

40,602

1,303 582 2,419

269

43

0

0

2,645

191

0

0

191

2,453

2,228

2

43

0

0

542

0

0

0

0

542

582

0

0

0

0

1,303

191

0

0

191

1,112

1,112

267

0

0

0

800

0

0

0

0

800

533

<1

0

0

0

0

<1

0

0

0

0

<1

<1

42 2,951

1,524

94

0

0

4,381

2,046

236

50

2,232

2,149

905

700

0

0

0

741

0

0

0

0

741

42

2,909

825

94

0

0

3,640

2,046

236

50

2,232

1,408

863

6,375 44,942

8,965

238

0

854

54,523

7,472

1,919

129

9,262

45,261

37,469

8,956

53

-425

0

14,852

11

0

0

11

14,842

6,365

26,130

0

0

0

854

26,984

3,538

1,322

0

4,860

22,592

11,432

9,883

10

15

425

0

10,259

1,813

441

0

2,255

8,025

8,228

2,598

0

170

0

0

2,428

2,110

156

129

2,137

488

813

01/01/2022

Additions

Disposals

Reclassifica

consolidated

tions

companies

30/06/2022

01/01/2022

Additions

Disposals

30/06/2022

30/06/2022

01/01/2022

manufacturing costs

Additions to

the

Accumulated amortization

Book Value

Executive Board | André Kolbinger (CEO) · Michael Bulgrin · Oliver Haugk · Roland Nicklaus · Stefan Zmojda

Supervisory Board | René Krüger (Chairman) · Silvia Gromoll · Marcus Seidel

SMARTBROKER HOLDING AG

smartbroker-holding.de Ritterstraße 11 10969 Berlin

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