YOC AG Annual Report 2020

www.yoc.com

The Technology Platform for High-Impact Advertising

Berlin Dusseldorf Hamburg Vienna Warsaw

Ƴ Yoc Group at a glance

REVENUE AND EARNINGS (IN KEUR)	2020	2019 (ADJUSTED)	CHANGE IN TOTAL	CHANGE IN %
Total revenue	15,492	14,854	638	4
National	9,693	9,192	501	5
International	5,799	5,662	137	2
Gross profit margin (in %)	40.6	39.0	1.6	4
Total output	16,079	15,425	654	4
EBITDA	1,838	837	1,001	120
EBITDA margin (in %)	11.4	5.4	6.0	111
Earnings after tax	312	-473	785	166
Earnings per share (diluted in EUR)	0.20	-0.02	0.22	1,100
Earnings per share (basic in EUR)	0.20	-0.02	0.22	1,100

EMPLOYEES

Average number of employees1)	46	40	6	15
Number of employees at 31st December	48	43	5	12
Total revenue per employee (in kEUR)	337	371	-34	-9
Total output per employee (in kEUR)	350	386	-36	-9

FINANCIAL POSITION AND CASH FLOW (IN KEUR)

Total assets at 31st December	7,200	6,472	728	11
Cash flow from operative activities	1,021	1,213	-192	-16

1) Based on permanent employees The use of rounded amounts and key figures may result in differences due to commercial rounding. Stop advertising. Start telling a story.

To our shareholders

Letter to the Shareholders
The YOC Share
Report of the Supervisory Board
Financial Calendar 2021

Business Model, Technology and market environment

Business Model
Technology
Market Environment Mobile Programmatic Advertising

Group Management Report

Business Development YOC Group
Development of the YOC Group's Results of Operations
Development of Financial Position and Net Assets YOC Group
YOC Group Forecast Report
Development of the Results of Operations of YOC AG
Development of Financial Position and Net Assets YOC AG
Forecast Report YOC AG
Opportunities and Risk Report
Control and Risk Management Report on the Accounting process
Information on the shares and Explanatory Report of the Executive Board
Declaration Corporate Governance
Remuneration Report
Events after the Statement of Financial Position Reporting Date

Consolidated financial Statements

Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Cash Flow Statement
Consolidated Statement of Changes in Equity
Notes to the Financial Statements
Statement of Responsibility by the Management Board
Audit Report by the Independent Auditor
Management Board
Supervisory Board

Lancôme, Germany YOC Branded Takeover Q2/2020

To our shareholders

Letter to the Shareholders
The YOC Share
Report of the Supervisory Board
Financial Calendar 2021

Ƴ Letter to the Shareholders

Dear Shareholders,

In recent years, the digital advertising market has grown to become the world's most important channel for advertising. At the same time, it has undergone a major transformation: Automated trading of digital advertising space is now widely used, so that the majority of digital advertising budgets are traded in real time - programmatically. This is particularly true with regards to the mobile advertising spend for display advertising - in this segment, around 70 % of all advertising spend is already traded automatically.

In order to benefit from this massive change in the purchasing process of digital advertising, YOC Group introduced the powerful supply-side platform (SSP) VIS.X® to the market three years ago. This positions our company as a developer of high-performance software in the advertising technology market.

The unique selling point of the VIS.X® platform is the trading of non-standardized, highly effective advertising formats. Only this makes it possible to make YOC's proprietary high-impact advertising formats available and scalable in programmatic trading. While the platform was already used extensively by media partners in financial year 2019, both the functional scope and the trading volume reached a decisive level for our company in 2020.

By providing VIS.X®, YOC Group enables an optimal advertising experience for advertisers, media providers (publishers) and users of the mobile internet as well as mobile applications and serves the needs of the involved parties in an optimal way:

› By using VIS.X® and YOC's attention-grabbing advertising formats, our advertising customers are given the opportunity to increase awareness of their brand or products in combination with high-quality advertising inventory;
› Mobile Internet users receive relevant, interesting advertising messages without being disturbed in their reading flow;
› Our partners on the supply side, renowned providers of premium media content (premium publishers), offer a global media reach in the form of mobile Internet portals as well as mobile applications and benefit from the high monetization through VIS.X®.

The past year 2020 has not only been turbulent, but has influenced, challenged and changed the lives of people around the world. With the COVID-19 pandemic, an unforeseen event has affected the global community of nations, but also the world economy. The challenges associated with the pandemic are still as diverse as they are enormous. No one, whether individual, institution or economic entity, has been and remains unaffected. Yet the economic consequences of the recurring international lockdown are having a powerful impact, threatening entire macroeconomies as well as individual firms or business models.

The negative impact of the pandemic also affected the purchasing volume of our advertising customers. After two successful opening months of the 2020 financial year, we had to accept first cancellations and declines in bookings in March. The second quarter of 2020 was particularly affected, before the company was able to report increased, profitable growth again in the second half of 2020. Immediately at the onset of the crisis, we implemented various countermeasures to reduce costs and were thus able to limit the economic impact of the pandemic on the company quickly and consistently.

My personal thanks go to all my colleagues who worked passionately not only in fiscal 2020 but every day to realize our vision of providing everyone with a better advertising experience. In addition, I would like to thank our Supervisory Board, which is prudently and courageously supporting us to strengthen and further develop YOC Group.

Despite the adverse circumstances, YOC Group increased its revenues at Group level to EUR 15.5 million (2019: EUR 14.9 million) in financial year 2020, excluding discontinued operations. After a 6 % decline in revenues in the first half of 2020, revenues in the second half of 2020 already increased again by 10 % compared to the same period of the previous year.

We thus succeeded in mitigating the negative economic impact of the COVID-19 pandemic on business development in 2020:

› The transaction volume of our self-developed advertising formats amounted to around 50 % of the Company's total revenue;
› For the first time, our proprietary technology platform VIS.X® generated over USD 1.0 million in revenue at the monthly level in December 2020;
› The Company's gross profit ratio increased again to 40.6 % (2019: 39.0 %);
› Operating earnings before interest, taxes, depreciation and amortization (EBITDA) reached EUR 1.8 million. As a result, consolidated net income after tax of EUR 0.3 million (2019: net loss of EUR 0.5 million) was achieved.

In the current fiscal year 2021, we are adding many new features to our VIS.X® platform. We are greatly expanding our reach and the available media inventory by continuously integrating new publishers. We are connecting new buying platforms to VIS.X® and thus enabling many more media buyers to access our platform. We continuously develop innovative, high-impact advertising products and make them tradable programmatically in real time via VIS.X®.

All these steps position YOC as a technology-based provider of high-impact programmatic advertising at the forefront of the advertising market. As a consequence, the trading volume of our VIS.X® platform, which was already the driver of our company's development in the past financial year, should increase significantly.

Overall, we expect increasing revenues for YOC Group in the range of EUR 17.0 million to EUR 18.0 million in financial year 2021. In parallel, this should result in an increased operating result (EBITDA) of EUR 1.8 million to EUR 2.3 million, as our cost structure will only increase at a disproportionately low rate. As a result, the Company's consolidated net income for 2021 will increase significantly and is expected to be between EUR 0.8 million and EUR 1.3 million.

Dear shareholders, the VIS.X® platform and YOC's own advertising formats form the basis for differentiating YOC's offering in the international market for digital advertising technology. As a result, we are consistently investing in the further development of our platform and our products. The goal here is to continuously improve the software so that our partners are offered a comprehensive, efficient and innovative way to trade highly effective advertising media in combination with the best advertising spaces in an automated manner.

Recent examples of the success of our strategy include the launch of the unified management interface to control the entire VIS.X® platform, the development of the VIS.X® SDK to monetize mobile applications, and the market launch of the new YOC Branded Takeover advertising product line.

Looking ahead, we are positive about our strategic mission to use the VIS.X® platform to deliver a better advertising experience for everyone. A key component of this strategy will thus continue to be increasing investments in innovation. In this way, we are effectively expanding our competitive position and laying the foundation for further increasing the value of the Company.

I would like to thank you for the trust you have placed in us and look forward to working with you in the future. May you and your families remain healthy!

Best Regards,

DIRK-HILMAR KRAUS CEO

Ƴ The YOC Share

┈ Shareholder structure YOC AG

┈ Information on the Listing

Domestic shares

STOCK TYPE

Xetra TRADING PLACE

Prime Standard

STOCK EXCHANGE SEGMENT

593273

SECURITIES IDENTIFICATION NUMBER

DE0005932735

ISIN

┈ Share price development of YOC AG in financial year 2020

┈ Share Price Data in a year-on-year comparison

4,20 € / 8,00 €

YEAR-END MARKETPRICE 2019 / 2020

+90,48% CHANGE

6,04 € / 8,10 €

PEAK PRICE 2019 / 2020

+34,11% CHANGE

3,52 € / 2,54 €

LOWEST PRICE 2019 / 2020

┈ development in 2020

4,26 € AS OF 02/01/2020

8,00 € AS OF 30/12/2020

+87,79% CHANGE

YOC share Tecdax index 3.063,44 AS OF 02/01/2020

3.212,77 AS OF 30/12/2020

Ƴ Report of the Supervisory Board

In the 2020 financial year, the Supervisory Board performed its duties and obligations comprehensively and diligently in accordance with the law, the Articles of Association and the Rules of Procedure.

It dealt intensively with the situation of the company and regularly advised the Executive Board on the management of the company and continuously monitored its activities.

In doing so, it assured itself of the lawfulness, appropriateness and regularity of the management.

The monitoring also included appropriate measures for risk prevention and compliance. The Supervisory Board also monitored that the Executive Board had taken the measures incumbent upon it in accordance with § 91 para. 2 of the German Stock Corporation Act (AktG) in an appropriate form.

The Supervisory Board was directly involved in all decisions of fundamental importance to the company and discussed them in detail.

By means of regular written and oral reports from the Executive Board, the Supervisory Board dutifully dealt with the company's turnover and earnings situation, the course of business, the intended business policy and corporate planning as well as the risk management system and the internal control system.

With regard to decisions or measures of the Executive Board that require the approval of the Supervisory Board according to the law or the applicable rules of procedure of the Executive Board, the Supervisory Board granted its approval in each case after thorough examination of the submitted documents and after detailed discussion.

In addition to numerous factual issues, measures requiring approval and business development, fundamental questions of corporate and product strategy, financing, the development of international business and personnel decisions were discussed in detail in the 2020 financial year.

Short-term, medium-term and long-term topics were dealt with equally.

┈ Composition of the Supervisory Board

In 2020, the Supervisory Board of YOC AG consisted of three persons, unchanged from the previous year, as follows: Dr Nikolaus Breuel is the chairman of the board. His deputy is Konstantin Graf Lambsdorff. The third member of the Supervisory Board, Sacha Berlik, completes the board.

┈ Main topics of the Supervisory Board's activities

During the reporting period, the Supervisory Board held a total of five meetings in person. In addition, the Supervisory Board passed resolutions by telephone and in writing.

The Supervisory Board was continuously informed by the Management Board of YOC AG about the current development of the business situation and all significant business transactions.

The Supervisory Board was also informed by the Management Board about events of particular importance between meetings. In addition, the Chairman of the Supervisory Board and the Management Board held regular information and consultation meetings.

The Supervisory Board also regularly made use of the opportunity to discuss and meet without the presence of the Executive Board.

In all meetings attended in person and in the other resolutions adopted in the 2020 financial year, the Supervisory Board was quorate and complete at all times.

There were no indications of possible conflicts of interest on the part of Supervisory Board members in the 2020 financial year and none were reported by the members of the Supervisory Board.

The Supervisory Board paid primary attention to economic and strategic aspects such as the business development of all of the company's locations and, in particular, the effects of the COVID-19 pandemic and the measures taken against it, product development, the further development of the business model as a provider of advertising technology – in this context, primarily the further development of the company's own trading platform VIS.X® – , the company's economic and liquidity planning as well as the self-assessment of the Supervisory Board's work.

┈ Meetings of the Supervisory Board

› At the Supervisory Board meeting on 13 January 2020, the Supervisory Board dealt intensively with the business and liquidity development at the end of the 2019 financial year as well as the business plan and liquidity planning for the 2020 financial year.
› The meeting on 20 April 2020 was mainly devoted to the 2019 annual and consolidated financial statements. The Supervisory Board approved these during the meeting with a corresponding resolution.

Other items on the agenda were the expected business development of the current 2020 financial year as well as the countermeasures initiated in the context of the expected economic impact of the COVID-19 pandemic, the product and technology development as well as the liquidity planning of the company.

› The meeting on 24 June 2020 focused on the expected business development in the first half of the 2020 financial year as well as the development status in the technology and product area. Other topics at this meeting were the sales activities in the Spanish market and the countermeasures implemented in the context of the COVID-19 pandemic.
› At the meeting on 10 September 2020, the projections for the 2020 financial year and the further development of liquidity were discussed. In addition to the discussion on the current progress of YOC's own supply side platform VIS.X®, the focus of this meeting was on the consideration of sales and market share in the D-A-CH region. Other topics of this meeting were the business development in the Spanish market as well as the further effects of the implemented countermeasures in the context of the COVID-19 pandemic.
› The 115th meeting of the Supervisory Board of YOC AG took place on 17 December 2020. The Supervisory Board dealt intensively with the business plan and liquidity planning for the financial year 2021 as well as the marketing activities carried out for the financial year 2020. In addition to the discussion on the current progress of YOC's own supply side platform VIS.X®, the focus of this Supervisory Board meeting was on the outlook for the technological roadmap in the development area.

In addition, the Supervisory Board passed numerous resolutions in the 2020 financial year: Among others, on 17 February 2020 on the German Corporate Governance Code as amended on 07 February 2017 (Declaration of Conformity) and on 17 December 2020 on the non-audit services of the auditor from 01 January 2021 (Pre-Approval Policy).

Resolutions of 20 April 2020 and 25 June 2020 renewed the rules of procedure for the Supervisory Board and Management Board of YOC AG. The resolution to convene the Annual General Meeting 2020 and the proposed resolutions was passed on 24 August 2020.

┈ Corporate Governance

In the 2020 financial year, the Supervisory Board again dealt with the recommendations of the German Corporate Governance Code in the version of 07 February 2017 and the new version of 16 December 2019 applicable from 20 March 2020. In this context, the Supervisory Board reviewed the appropriateness and customary nature of Executive Board remuneration.

Furthermore, the Supervisory Board discussed the efficiency of its activities as well as the contents of the corporate governance declaration, including the declaration of compliance with the German Corporate Governance Code pursuant to section 161 of the German Stock Corporation Act (AktG).

The Executive Board and Supervisory Board renewed their joint declaration of compliance in February 2021.

The company largely complies with the recommendations of the German Corporate Governance Code.

The declaration of conformity with explanations regarding deviations from the recommendations can be found as part of the corporate governance statement as part of the management report in this annual report.

In addition, the declaration of compliance has been made permanently available on the company's website.

Further information on corporate governance at YOC AG can be found in the corporate governance statement in this annual report.

┈ Personnel changes on the Executive Board

There were no personnel changes on the Executive Board of the company in the 2020 financial year.

┈ Training and further education measures

The company supported the members of the Supervisory Board in training and further education measures.

In particular, the members of the Supervisory Board were trained on obligations under capital market law and current topics such as the amendment of the German Corporate Governance Code and the resulting need for action.

In the event of any personnel changes on the Supervisory Board, the company will also provide appropriate support to the new members of the Supervisory Board during their induction into office.

┈ Audit of the annual and consolidated financial statements 2020

The auditor appointed by the Supervisory Board, Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, audited the annual financial statements and consolidated financial statements prepared by the Management Board as well as the management report for YOC AG and the Group for the financial year 2020, which was prepared in summarised form, and issued an unqualified audit opinion.

In the course of its audit, the auditor also found in summary that the Management Board has set up a risk management system that complies with the legal requirements and that this system is fundamentally suitable for identifying at an early stage any trends that could jeopardise the positive further development of the company.

The above documents and the audit reports were made available to all members of the Supervisory Board in a timely manner. The documents were comprehensively reviewed and discussed in the presence of the auditor at the balance sheet meeting on 20 April 2021.

The auditor reported on the main results of the audit and was available to provide additional information.

The auditor also addressed the scope, focus and costs of the audit. There were no circumstances that might give cause for concern about the auditor's impartiality.

The Supervisory Board took note of the auditor's report and concurred with the result of the audit by the auditor after its own review.

The Supervisory Board continued to agree with the Management Board in its assessment of the situation of YOC AG and YOC Group.

As the final result of its own review did not give rise to any objections, the Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Management Board as well as the management report for YOC AG and the Group for the financial year 2020 prepared in summarised form.

The annual financial statements of YOC AG are thus adopted.

┈ Thanks to the Management Board and all employees

The Supervisory Board would like to thank the Management Board and all employees of YOC AG and all Group companies for their hard work in the past financial year 2020, which was challenging due to the pandemic.

Berlin, April 2021

DR NIKOLAUS BREUEL CHAIRMAN THE SUPERVISORY BOARD

Ƴ Financial Calendar 2021

17 – 19 May 2021 German Spring Conference

26 May 2021 Interim Report First Quarter 2021

18 August 2021 Interim Report First Half 2021

17 November 2021 Interim Report Third Quarter 2021

22 – 24 November 2021 Deutsches Eigenkapitalforum

07 – 08 December 2021 Munich Capital Market Conference

Hublot (LVMH), Austria YOC Inline Video Ad Q4/2020

02 Business Model, Technology and market environment

20 Business Model
22 Technology
36 Market Environment Mobile Programmatic Advertising

Ƴ Business Model

┈ A Better Advertising Experience for Everyone

As one of the first mobile advertising companies, YOC used its 20 years of expertise to introduce the powerful VIS.X® platform to the market. By providing this proprietary trading platform, YOC enables an optimal advertising experience for advertisers, media providers (publishers) and users of the mobile internet and mobile applications.

The company thus positions itself as a developer of high-performance software in the market for advertising technology and optimally serves the needs of the parties involved with VIS.X®:

› Advertisers are given the opportunity to increase awareness of their brand or products in combination with high-quality advertising inventory by using VIS.X® and YOC high-impact advertising formats
› Mobile Internet users receive relevant, interesting advertising messages without being disturbed in their reading flow
› Partners on the supply side, renowned providers of premium media content (premium publishers) offer a global media reach in the form of mobile Internet portals as well as mobile applications and benefit from the high monetization of the platform VIS.X®

Unlike any previous platform in the market, the VIS.X® platform has been specifically designed to deliver innovative and particularly attention-grabbing advertising at scale. As a result, the company has secured a competitive position in the advertising technology market.

YOC benefits sustainably from the global shift from traditional to digital advertising spend while ensuring that all involved parties – advertisers, publishers and users of the mobile internet or mobile applications – receive an ideal advertising experience that fits their needs.

┈ Investing in innovation

The VIS.X® platform and YOC's proprietary advertising formats differentiate YOC's offering in the international digital advertising technology market.

To sustain this advantage, the company consistently invests in the further development of its platform and products.

Thereby the company aims at continuously improving its software so that partners are offered a comprehensive, efficient and innovative way to trade highly effective advertising media in combination with the best advertising spaces in an automated manner.

In financial year 2020, examples of the success of this strategy include the launch of the unified management interface to control the entire VIS.X® platform, the development of the VIS.X® SDK to monetize mobile applications, and the market launch of the new YOC Branded Takeover advertising product line.

YOC Group will consistently pursue its strategic mission of providing a better advertising experience for everyone with the VIS.X® platform and continuously invest in the development and enhancement of its offering and further innovations.

Ƴ Technology

┈ VIS.X® Platform

With the market launch of the Supply Side Platform (SSP) VIS.X® at the beginning of 2018, YOC established itself as a provider of high-quality advertising technology (ad technology) and operator of a scalable trading platform. While the platform was already extensively used by media partners in financial year 2019, both the functional scope and the trading volume reached a significant level for the company in 2020.

As a full-stack platform, VIS.X® manages three important variants of trading of digital advertising inventory: fully automated trading in the Open Market, advanced trading in the Private Marketplace and, since 2020, guaranteed trading in direct trading via its own technology. The platform always achieves the best result for the supply, demand and the user side by combining all available advertising formats with an auction including the demand of all market participants.

The unique selling point of the VIS.X® platform is the trading of non-standardized, highly effective advertising formats. This is what enables YOC's proprietary highimpact advertising formats to be accessible and tradable in programmatic trading. In addition, the platform was provided with further technical features that clearly differentiate the platform and contribute to its success and scaling:

┈ Universal Ad Unit

The concept of the Universal Ad Unit makes it possible to offer all available advertising formats on any placement within a mobile website or within a mobile application.

Thanks to this technology, the VIS.X® platform selects the ideal ad format in real time by evaluating the profitability and benefit for the appropriate advertising campaign. Available are standard formats for wide application as well as YOC's high-impact ad formats for maximum user experience and cost-effectiveness.

┈ Advanced pricing models

The VIS.X® platform provides mobile advertising buyers with maximum flexibility in the choice of pricing model. In addition to the common Cost Per Mille (CPM) and purchasing via a Cost Per Click (CPC) model, advanced pricing models can be selected on the platform.

These include viewable CPM (vCPM), in which advertising delivery is only billed if the ad is actually seen by the user.

For video advertising, purchasing can also be optimized for fully viewed videos as part of a Cost Per Completed View model (CPCV).

┈ Modern Machine Learning

In each auction of an ad slot on the VIS.X® platform, a machine learning model is applied that can predict the probabilities of viewability, clicks, and potential view-through.

This model learns independently based on ongoing data analysis and thus continuously optimizes quality and reliability. The obtained predictions are incorporated in real time and modulate the probabilities and prices of an ad delivery accordingly.

┈ Fraud Protection

All advertising formats traded on the platform are subjected to manual and automated security checks. Especially in automated trading, it blocks advertisements that are inappropriate or illegal.

In addition, the Fraud Protection Algorithm identifies ads that could run malicious programs on users' end devices and removes them before they are displayed. This ensures user safety and a consistently high quality of ads for publishers.

┈ High-impact ad formats

Programmatic trading can be carried out with the attention-grabbing advertising formats developed by YOC – and entirely without adaptations on the part of the buyers' purchasing platforms (DSP). The intelligent technology of the VIS.X® SSP transforms regular advertising media into YOC high-impact formats in real time for every transaction.

┈ Brand-Safe Premium Inventory

Hundreds of world-renowned publishers are connected to the VIS.X® SSP and have already integrated YOC products. Thus, they offer scalable, high-quality premium advertising inventory to all buyers via the platform.

┈ Holistic approach

The VIS.X® SSP combines all sales channels and monetization opportunities into one holistic view, determining the best possible sales strategy for each individual ad space in real time.

┈ Trading in the Open Market Place (OMP)

The Open Market Place represents a free, worldwide trading place where advertising inventory can be traded in large quantities among many participants in an extremely scalable manner. Here, the VIS.X® platform combines the supply and demand side in an auction and awards the highest bidder.

The offer of VIS.X® differentiates itself on the one hand by a very high quality of advertising inventory and on the other hand by full transparency. This creates a secure trading environment for buyers and at the same time enables them to make a targeted selection of advertising space.

┈ Trading in the private Marketplace (PMP)

Trading in the Private Marketplace allows buyers of advertising inventory to access YOC high-impact advertising formats via the VIS.X® platform. Various additional trading criteria can be defined and set for trading in the form of deals, allowing buying market participants to acquire exactly the advertising inventory that fits the advertisers' goals.

Unlike in the Open Market, buyers in private trading receive a preferred award on the offered inventory.

┈ Direct trade

In 2020, the VIS.X® platform was enhanced with the possibility of direct trading. In addition to providing all the features available in Private Marketplaces, exclusive trading allows buyers to purchase a volume guarantee for a specific campaign.

This allows various campaign targets, especially for branding advertising, to be managed even more effectively.

┈ Mobile Web and In-App

In a first step, the VIS.X® platform was optimized specifically for trading advertising space on the mobile Internet – the fastest-growing platform among digital media. Thus, the platform is able to serve the most important channel for Internet users and to efficiently trade advertising spaces either in combination with or without YOC's high-impact advertising formats.

The use of YOC's own advertising formats has a special added value in this channel due to the usage type and screen size. Advertisers reach the potential customer with their message and achieve extraordinary attention while not disturbing the users in their actual reading flow. The positive perception of users of advertising formats developed by YOC ultimately leads to increased acceptance and impact of the advertising message compared to normal forms of advertising.

In 2020, this offering was also made available in the in-app environment with the launch of the VIS.X® Software Development Kit (SDK).

It enables mobile app developers to benefit from the value created by the VIS.X® platform, helping them to improve the advertising utilization and revenues of their mobile apps.

The VIS.X® SDK was specially designed to make YOC's attractive advertising formats displayable and, above all, deliverable within mobile applications on the one hand, and to keep integration as simple as possible on the other.

Thanks to the advantages of the VIS.X® SDK, YOC is opening up a new market for the platform, which will noticeably increase the growth of the total available advertising inventory of the VIS.X® platform in 2021.

┈ Effective monetization

The acquisition of high-value advertisers through an excellent sales force and the intelligent technology of the VIS.X® SDK enable partners to maximize advertising revenues for their mobile applications with just one technical integration.

┈ High-impact advertising formats

Serving high-impact ad formats in a premium in-app environment provides advertisers with a sustainable advertising impact. The most important indicators for measuring brand advertising (branding KPI), including brand and advertising recall, as well as advertising appeal, are increased considerably by the proprietary YOC advertising formats.

┈ User Experience

Through the use of high-impact formats, users are encouraged to interact with the ad, resulting in a unique advertising experience. The seamless integration into the editorial content does not disturb the reading flow and improves the app experience.

┈ Management und Reporting System

The VIS.X® platform is controlled centrally and offers all the necessary functions to handle and control trading in a granular manner. This enables a particularly effective work and process flow for users and administrators.

┈ Reporting System

The VIS.X® platform has a versatile and high-performance reporting system, which enables a detailed analysis of trading activities. Historical and daily values can be broken down and analyzed across all channels.

A detailed evaluation on the level of inventory, advertising media, buyers and platforms as well as corresponding graphical representations of the activities provide clarity and decision-making support for the market partners of the VIS.X® platform. In parallel, trends and changes can be detected quickly and easily by displaying previous trading periods. This enables YOC's partners to gather their own analyses.

┈ MANAGEMENT OF ADVERTISING INVENTORY

The management interface offers complete management of traded inventory of integrated publishers, their mobile websites or apps, as well as individual ad spaces.

The platform offers granular control options to configure the available ad formats, define price points and determine the trading channels. These setting variants allow the optimal combination of revenue and user experience to be realized within the framework of trading.

┈ Deal and Order Management

The core of the VIS.X® platform is the management of all current and new deals within private marketplaces as well as direct advertising campaigns.

The user interface allows the configuration of various targeting options, which define the specific addressing of the desired target group. Depending on the selected pricing model, the platform's integrated algorithm automatically optimizes the ideal quantity and timing.

┈ Automated billing

The system is seamlessly integrated with the company's ERP system. Orders and delivery data from direct sales and programmatic trading are automatically captured and synchronized with the accounting system.

This enables highly scalable accounting and thus supports the growth of the VIS.X® platform.

┈ High-Impact Advertising Formats

YOC develops high-impact advertising formats and offers them in six product lines. The company's goal is to create a better advertising experience for everyone.

Users should only receive relevant and interesting advertising messages when consuming content of the mobile Internet and mobile applications, while advertisers simultaneously achieve better advertising impact through the use of creative advertising formats.

Publishers benefit from the added value of this technology. Each product line can be flexibly deployed and extended with additional configurations (features).

┈ Nielsen Study

In October 2020, YOC conducted an international study in cooperation with the global data analysis and market research company Nielsen to investigate the impact of YOC's own high-impact advertising formats compared to standard advertising formats. The sample consisted of 3,000 study participants in Germany, Austria and Poland in a mobile online environment.

Using a robust forced exposure method, respondents were asked about the effect of the advertising media with regard to various key metrics of brand advertising.

The study results show that YOC high-impact ad formats are more memorable than standard ad formats and achieve a significant increase in brand and ad recall. They are also able to differentiate themselves significantly from standard ad formats by showing large uplifts in key advertising characteristics such as attractiveness, noticeability and innovation. Thus, brands are perceived as more premium and elegant through the use of high-impact advertising formats.

Particularly attention-grabbing advertising formats, such as the YOC Branded Takeover, can even positively influence the purchase decision regarding the advertised products.

In parallel, the study proves that the high-impact advertising formats developed by YOC are positively received by consumers. This is expressed by an increase in the likeability of advertising when high-impact formats are used. In this context, 55 % of all respondents said they liked high-impact advertising formats. At the same time, six out of ten respondents stated that the ads are well integrated into the editorial content of a mobile website or mobile app. YOC high-impact formats are classified as memorable, perceived as innovative, more frequently recognized immediately and clearly preferred over standardized advertising media.

Consequently, the mobile audience is not disturbed by these unique ads, but remembers them, nonetheless. This illustrates that by using YOC high-Impact formats, advertisers achieve their campaign goals more effectively while positively influencing the advertising experience of the user.

THE EFFECTIVENESS OF HIGH-IMPACT ADS Yes!

Do they have a positive influence on brand metrics?

High-impact ads are more memorable than standard ads

UNAIDED BRAND RECALL 43% uplift

30% 21%

High-Impact Ad Format

Standard Ad Format

High-impact ads have a higher likeability than standard ads

like the High-Impact Ad, or like the High-Impact Ad very much The favourable evaluation of high-impact ads has a positive influence on brand presentation

High-Impact Ad Format

60% 47%

AD RECALL

28% uplift

Standard Ad Format

Ƴ YOC Inline Video Ad

The most exciting and effective way to share your story with the world: Using the YOC Inline Video Ad your message can be shared across display and video placements. The ad is seamlessly integrated into the content of a website or mobile app. The video only starts playing when the ad is at least 50 % in view, guaranteeing your audience's attention. YOC's proprietary video technology (IVA) transcodes any video asset to auto-play across all devices.

46% VIDEO COMPLETION RATE 10% HIGHER BRAND AWARENESS

100% GUARANTEED VIEWABILITY

Ƴ yoc understitial Ad®

Take center stage using the YOC Understitial Ad®. A user-initiated format, allowing the individual to reveal the ad by scrolling up or down. The non-intrusive full screen ad format is delivered without interrupting the user's reading flow. It creates noticeably higher engagement rates using HTML5, 16:9 or vertical video, guaranteeing an enjoyable user experience. Unlock the best branding effect.

4.2X

HIGHER vCTR WITH VIDEO OR HTML5

VIEWABILITY

Ƴ YOC Mystery Ad®

The YOC Mystery Ad® is an innovative product that provides endless ways in which users can interact directly with the campaign, creating a memorable and personalised brand experience.

The YOC Mystery Ad® received several recognized industry awards including iab webAD and the Golden Cannes Mobile Lion award. Add layers of interaction and transform your creative idea into an engaging advertising solution. The possibilities are endless.

HIGHER TIME SPENT 1.6X HIGHER ENGAGEMENT RATE 7.2X HIGHER USER-INITIATED PLAYRATE

Ƴ YOC Mystery Scroller®

YOC reactive-scroll technology makes it possible for users to interact with your advertising message. Rich media ad content dynamically changes when the user scrolls up or down the screen. The act of scrolling initiates animations, personalized effects and video transitions within the ad unit. YOC Mystery Scroller® is supported by all mobile browsers and takes up just 30 % of a mobile device's screen. The advert remains on screen without interfering with the user's journey. With this proactive approach, the YOC Mystery Scroller® does not simply play an advertising format, but gives it a special touch without distracting transitions.

Ƴ YOC Ads Plus

YOC Ads Plus are creative extensions of the existing product lines and complement them. Thereby YOC follows its mission to offer a better advertising experience for everyone. Each YOC Ads Plus format promises better awareness, a unique user experience and highest quality. Thereby the exclusivity of the formats is just as much a matter of course as the individual support provided by YOC's creative team and the above-average performance.

60 % 40 %

10% HIGHER CTR

25% HIGHER ENGAGEMENT RATE 30% HIGHER DWELL TIME

Ƴ YOC Branded Takeover NEw!

The YOC Branded Takeover is a combination of different high-impact advertising formats from YOC, which together offer maximum space for a lasting branding effect. Thanks to YOC's innovative technology, all desired advertising spaces on a page can be occupied at the same time, resulting in maximum advertising impact.

HIGHER AD APPEAL

39% HIGHER AD RECALL

Ƴ Market Environment Mobile Programmatic Advertising

┈ Mobile First – the smartphone as an integral part of everyday life

For several years, smartphones have been a matter of course in people's everyday lives. The global number of smartphone users continues to rise every year – in the 2020 financial year, 3.5 billion people were using a smartphone.¹ Thus, the global smartphone density amounts to 45 %.² In comparison, Germany already reached a share of 89 % smartphone density in 2020.3 Furthermore, it is showing almost a complete coverage in the target groups relevant to advertising.

Not only the widespread adoption of smartphones, but also the user behavior illustrate the significance of this device. In 2020, their daily usage amounted to around two hours4 and increased even further, to 2.4 hours a day, as a consequence of the COVID-19 pandemic.5 In Germany, 45 % of users reported increased use of their mobile device during the first lockdown phase.⁶

This is also reflected in the media usage. The Media Activity Guide from SevenOne Media shows that television and smartphones are the two most frequently used devices in Germany.7

The same development is also evident with regard to mobile Internet use. According to Statista, one of the largest and most comprehensive statistics databases in the world, daily mobile Internet use in Germany exceeded two hours.8 In the under-fourties group, usage even amounted to almost four hours a day.9 The same development can be observed in web traffic. Mobile Internet usage accounts for around half of global web traffic. In the third quarter of 2020, smartphones generated around 51 % of the global website traffic.¹⁰

┈ Mobile advertising remains strong during the crisis

GLOBAL ADVERTISING SPEND DECLINES IN 2020

According to the Ad Spend Forecast published in December by Zenith, a worldwide media agency, global ad spending declined by 7.5 % in fiscal year 2020 as a consequence of the COVID-19 pandemic. In July 2020, Zenith was still assuming a decline of 9.1 %.

However, the global advertising market recovered more quickly than expected from the massive downturn in the second quarter of 2020, with global advertising spending already expected to return to growth of 5.6 % in the current fiscal year 2021 and to continue rising in 2022.

These forecasts assume that, with the introduction of vaccines against the COVID-19 virus, the global economy will see a sustained recovery.11

GLOBAL DIGITAL AD SPEND TO GROW SLIGHTLY DESPITE CORONA PANDEMIC

Despite the decline in global advertising spending in general, Statista states that global digital advertising spending growed by 6 % in 2020, despite the COVID-19 pandemic, and will continue to increase its share of total advertising spending.12 According to Statista, the market volume for global digital advertising spending amounts to EUR 315 billion in 2020.12

Thus, advertising spending in the digital channel is the world's most important advertising channel, accounting for a 52 % share, thereby making up more than half of all advertising spending.11

1) Statista (2021): Number of smartphone users worldwide from 2016 to 2021, [online] https://www.statista.com/statistics/330695/number-of-smartphone-users-worldwide/ [10.02.2021]
2) Newzoo (2020): Global Mobile Market Report, [online] https://newzoo.com/insights/articles/mobile-game-market-2020-smartphone-users-game-revenues-5g-ready-engagement/ [10.02.2021] 3) Deloitte (2020): Smartphone Nutzung am Limit? Der deutsche Mobile Consumer im Profil, [online]
https://www.deloitte-mail.de/custloads/141631293/md_1712561.pdf?sc_src=email_4176203&sc_lid=173643608&sc_uid=K8OXWpYF0N&sc_llid=445 [10.02.2021]
4) Ad Alliance (2020): Mobile 360°: Fakten und Trends zur mobilen Internetnutzung, [online] https://www.ad-alliance.de/cms/news/forschung/newsletter/research-newsletter_2020/ausgabe-12-20/mobile-360-grad-studie.html [10.02.2021]
5) Internetworld (2020): So hat Corona die Smartphone-Nutzung verändert, [online] https://www.internetworld.de/data-und-analytics/app/so-corona-smartphone-nutzung-veraendert-2565277.html [10.02.2021]
6) Deloitte (2020): Smartphone-Nutzung in der COVID-19-Pandemie, [online]
https://www2.deloitte.com/de/de/pages/technology-media-and-telecommunications/articles/smartphone-nutzung-covid-19-pandemie.html [10.02.2021] 7) Seven One Media (2020): Media Activity Guide, [online]
https://www.sevenonemedia.de/documents/924471/1111769/Media+Activity+Guide+2020.pdf/f5d31769-e7f0-97a4-1f7e-254d56000e59?t=1603709458463 [10.02.2021] 8) Statista (2021): Daily time spent with the internet per capita worldwide from 2011 to 2021, by device, [online]
https://www.statista.com/statistics/319732/daily-time-spent-online-device/ [11.02.2021]
9) Postbank (2020): Postbank Digitalstudie 2020 Trend zur mobilen Internetnutzung ungebrochen Smartphone baut Vorsprung vor Laptops und Tablets weiter aus, [online] https://www.presseportal.de/pm/6586/4591399 [10.02.2021]
10) Statista (2020): Percentage of mobile device website traffic worldwide from 1st quarter 2015 to 3rd quarter 2020, [online] https://www.statista.com/statistics/277125/share-of-website-traffic-coming-from-mobile-devices/ [10.02.2021]

11) Zenith (2020): Ecommerce and video fuel faster-than-expected recovery in global adspend, [online] https://www.zenithmedia.com/ecommerce-and-video-fuel-faster-than-expected-recovery-in-global-adspend/ [10.02.2021]

¹²⁾ Statista (2021): Digital Advertising - worldwide, [online] https://www.statista.com/outlook/216/100/digital-advertising/worldwide [10.02.2021] & own calculations

The pandemic forced all market players to accelerate their digital transformation, as e-commerce proved to be an important tool to maintain relationships with existing customers, mitigate the loss of in-store sales and attract new customers. As a result, brands increased their spending on digital media, while at the same time advertising investment in traditional media decreased.11

The global digital media ad spending of EUR 315 billion for fiscal 2020 can be broken down into five segments:

1) Search (43 %)
2) Social media (28 %)
3) Display Advertising (15 %)
4) Video (9 %)
5) Classified Ads (5 %)¹²

It becomes evident that 85 % of total digital ad spend is distributed across search, social media, video, and classified ads.¹²

Much of this ad investment is attributable to the walled gardens of the major U.S. platforms. These include Google (incl. YouTube), Amazon, Facebook (incl. Instagram), Snap Inc. or Twitter.13 For display advertising, which represents YOC's core business, Statista records investments amounting to 15 % of the digital market. This corresponds to a global volume of EUR 47 billion.12

Video, which is subsumed under display advertising in some studies, is recorded separately here.

MOBILE OVERTAKES DESKTOP ADVERTISING WORLDWIDE

Within digital display advertising, YOC focuses on mobile advertising. This segment continued to consolidate its position as a growth driver in 2020, overtaking advertising spend in digital desktop advertising with a market share of 55 %.¹²

According to Statista's Digital Market Outlook, global mobile display advertising spend in 2020 was assumed to be EUR 26 billion.12 This growth is expected to continue in 2021, when it will reach a volume of EUR 30 billion. This corresponds to growth in the amount of 15 %.¹²

ALSO IN EUROPE AND GERMANY THE UPWARD TREND CONTINUES

According to the Statista study, mobile display advertising expenditure in Europe accounts for 41 % of digital advertising expenditure in 2020.14 This corresponds to a value of EUR 3 billion.14

This share is expected to rise to 42 % by 2021.¹⁴

The same development takes place in Germany. The share of advertising expenditure for display advertising attributable to mobile media is EUR 0.5 billion. In 2021, the share of invested expenditure for mobile display advertising is expected to grow further and reach 42 %.¹⁴

┈ Programmatic media buying consolidates position as standard buying method

MORE THAN THREE-QUARTERS OF GLOBAL DIGITAL AD SPEND TRADED PROGRAMMATICALLY

In fiscal 2020, 80 % of global digital ad spend was traded programmatically, meaning automated, according to Statista. In the segment of programmatic display advertising, this figure amounts to 70 % according to own estimates, corresponding to a volume of EUR 33 billion.12

In 2021, Statista forecasts a further increase in programmatically traded global advertising spend to EUR 37 billion. Hence, it will account for a share of 71 % of the total digital display advertising spend.12

The core business of YOC lies in Mobile Programmatic Display Advertising. Other sub-segments of the digital advertising market (search advertising, social media advertising, video instream advertising and classified ads) are therefore not the focus of further consideration. Taking this into account, the global market volume for the mobile display advertising market, which was traded programmatically, was EUR 18 billion in financial year 2020.12

14) Statista (2021): Digital Advertising - Europe, [online] https://www.statista.com/outlook/216/102/digital-advertising/europe [10.02.2021] & own calculations

¹³) eMarketer (2020): Google Ad Revenues to Drop for the First Time, [online] https://www.emarketer.com/content/google-ad-revenues-drop-first-time [10.02.2021]

TREND CONTINUES IN EUROPE

A similar development took place in Europe. The share of mobile display advertising spend which was traded programmatically is assumed to amount to around 70 % of all mobile advertising spend in the 2020 financial year, resulting in a market volume of around EUR 2 billion in Europe.14

Meanwhile, more than 70 % of all advertisers invest more than 40 % of their mobile display ad spend in programmatic channels. In 2019, it was only 50 % of all advertisers.15

This emphasizes that the mobile advertising buying side increasingly recognizes the potential of programmatic advertising for the scalable execution of branding campaigns, giving evidence for expected further growth in the following years.15

MOBILE PROGRAMMATIC DISPLAY ADVERTISING ALSO CONTINUES TO GAIN IN IMPORTANCE IN GERMANY

In line with Europe, Germany also recorded around 70 % of mobile display advertising in programmatic trading in the 2020 financial year, which equals a market volume of around EUR 0.35 billion.16

The number of advertisers buying more than 40 % of their mobile advertising campaigns via programmatic channels has approximately doubled since 2019, rising from 42 % to 80 % in the 2020 financial year.15 This highlights, that programmatic buying in mobile advertising was able to establish itself as particularly crisis-proof during the COVID-19 pandemic. According to Statista, the growth of programmatic mobile advertising campaigns will continue in the future, recording a further increase of around 24 % to EUR 0.44 billion in 2021.16

15) IAB (2020): Attitudes to Programmatic Advertising, [online] https://iabEURpe.eu/wp-content/uploads/2020/10/IAB-EURpe-Attitudes-to-Programmatic-Advertising-Report-2020-1.pdf [10.02.2021]

16) Statista (2021): Digital Advertising - Germany, [online] https://www.statista.com/outlook/216/137/digital-advertising/germany [10.02.2021] & & own calculations

┈ Overview of market volumes and development 2020

17 Global

18 Europe

GERMANY 19

17) Statista (2021): Digital Advertising worldwide , [online]
https://www.statista.com/outlook/216/100/digital-advertising/worldwide [10.02.2021] & own calculations
18) Statista (2021): Digital Advertising Europe , [online] https://www.statista.com/outlook/216/102/digital-a/europe [10.02.2021] & own calculations
19) Statista (2021): Digital Advertising Germany , [online] https://www.statista.com/outlook/216/137/digital-advertising/germany [10.02.2021] & own calculations

Nespresso, Germany YOC Mystery Ad® Q3/2020

Group Management Report

Business Development YOC Group
Development of the YOC Group's Results of Operations
Development of Financial Position and Net Assets YOC Group
YOC Group Forecast Report
Development of the Results of Operations of YOC AG
Development of Financial Position and Net Assets YOC AG
Forecast Report YOC AG
Opportunities and Risk Report
Control and Risk Management Report on the Accounting Process
Information on the Shares and Explanatory Report of the Executive Board
Declaration Corporate Governance
Remuneration Report
Events after the Statement of Financial Position Reporting Date

Ƴ Business Development YOC Group

YOC AG is a technology company and develops software for the digital advertising market. With the help of our programmatic trading platform VIS.X® we enable an optimized advertising experience for advertisers, publishers and users of the mobile internet and mobile applications.

As one of the pioneers of mobile advertising, the company has been on the market since 2001 and has been listed in the Prime Standard of Deutsche Börse since 2009. The company's headquarters are located in Berlin. The company operates further offices in Dusseldorf, Hamburg, Vienna and Warsaw.

In October 2020, YOC examined the impact of its own YOC high-impact advertising formats compared to standard advertising formats as part of an international study in cooperation with the global data analysis and market research company Nielsen. The results of the study prove that the high-impact formats developed by YOC have a significantly positive impact on the effectiveness of advertising on smartphones. Both advertising and brand recall, ad appeal, brand perception and purchase intent are significantly increased compared to conventional advertising formats.1

Advertisers get the opportunity to increase awareness of their brand and products in combination with high-quality advertising inventory by using VIS.X® and YOC's attentiongrabbing ad formats. Renowned premium publishers offer global media reach and, in turn, benefit from the high monetization of our VIS.X® platform.

The past year 2020 has not only been turbulent, but has impacted, challenged and changed the lives of people around the world. With the Corona pandemic, an unforeseen event has hit the global community of nations, but also the world economy. The challenges associated with the pandemic are still as diverse as they are enormous. No one, whether individual, institution or economic entity, has been and remains unaffected. At the same time, the economic consequences of the recurring international lockdown measures are having a strong impact, threatening entire macroeconomies as well as individual companies or business models.

The negative impact of the pandemic also affected the purchasing volume of our advertising customers. After two successful opening months of the 2020 financial year, we already had to accept cancellations and declines in bookings in March. The second quarter of 2020 was particularly affected, before the Company was able to report increased, profitable growth again in the second half of 2020. In order to limit the economic impact on the Company, countermeasures were implemented immediately at the beginning of the crisis, including the use of short-time work and further cost savings.

Due to the low volume of business as well as the particular challenges triggered by the Corona crisis, YOC Group discontinued its activities in the Spanish market. In accordance with the requirements of IFRS 5, the closure of the Spanish location in the financial year 2020 necessitates the separate presentation of discontinued operations and the adjustment of the previous year's figures for better comparability. The result of the subsidiary YOC Spain S.L., which is no longer operational, had the effect of reducing profits by a total of EUR 0.3 million in the financial year 2020.

Excluding discontinued operations, the company increased its sales revenue at Group level to EUR 15.5 million in financial year 2020 (2019: EUR 14.9 million).

Thus, YOC Group managed to limit the negative economic impact of the COVID-19 pandemic on its business development.

After a 6 % decline in revenues in the first half of 2020 (Q1/2020: +18 %; Q2/2020: -24 %), revenues increased again by 10 % year-on-year in the second half of 2020 (Q3/2020: +2 %; Q4/2020: +15 %).

The German-speaking sites in Germany and Austria developed positively in fiscal 2020 despite the Corona crisis. German business activities grew by 4 % (2019: 14 %). In Austria, business volume increased by 5 % (2019: 20 %). In addition, first place in the Austrian marketer ranking was defended.2 The site in Poland, which was established in 2016, contributed currency-adjusted sales at the level of the previous year in the 2020 financial year.

With an increase in trading volume of 91 % compared to the same period of the previous year, the company's own proprietary technology platform VIS.X® in particular contributed to this development. The VIS.X® trading platform enables programmatic (automated) trading of YOC's high-impact advertising products and positions the company as a provider of advertising technology. In parallel with this development, the share of sales accounted for by ad tech products developed in-house continued to increase.

The company's gross profit margin increased from 39.0 % in fiscal 2019 to a level in the amount of 40.6 %.

Earnings before interest, taxes, depreciation and amortization (EBITDA) improved significantly by EUR 1.0 million to EUR 1.8 million (2019: EUR 0.8 million).

As a consequence, net income at the overall Group level (including Corporate Functions) amounted to EUR 0.3 million in fiscal 2020 (net loss in 2019: EUR 0.5 million).

Thus, the improvement in the company's profitability continued in the 2020 financial year. This was made possible by a noticeable increase in sales in the second half of 2020 compared to the same period of the previous year, an increase in the gross profit ratio also in the 2020 financial year, savings in the context of the utilization of short-time work, and ultimately by further measures on the cost side.

¹⁾ According to Nielsen/YOC (2020): The effectiveness of high-impact ad formats, [Online] https://insights.yoc.com/nielsen-brandawareness

²⁾ According to Online-Vermarkter-Studie: YOC führt vor SevenOne Interactive und willhaben, [Online]

https://www.internetworld.at/online-marketing/online-vermarkter/online-vermarkter-studie-yoc-fuehrt-sevenone- interactive-willhaben-2542555.html

Ƴ Development of the YOC Group's results of operations

The following comments on the results of operations do not include the activities of the subsidiary YOC Spain S.L., which were terminated in the financial year 2020.

The earnings component of the Spanish subsidiary in financial year 2020 is therefore shown in discontinued operations due to the separate presentation in accordance with IFRS 5. The previous year's figures have been adjusted accordingly to improve comparability.

┈ Revenue trend and overall performance

In the 2020 financial year, the Group recorded revenue growth of 4.0% to EUR 15.5 million (2019: EUR 14.9 million). The introduction of the VIS.X® technology platform in the 2018 financial year led to a sustainable positive business development.

At EUR 16.1 million, the Group's total output is EUR 0.7 million above the previous year's level (2019: EUR 15.4 million).

┈ Revenue by region

In the financial year, revenues in the German-speaking markets increased by a further 4.2 % year-on-year to EUR 14.8 million (2019: EUR 14.2 million).

The location in Poland, which was established in 2016, generated sales revenues of EUR 0.7 million (2019: EUR 0.7 million).

The percentage shares of turnover per region were as follows in the reporting period:

┈ Gross profit Margin

Due to the significantly increased share of sales of the VIS.X® technology platform the gross profit ratio was increased to 40.6 % in the reporting period (2019: 39.0 %).

In the context of the development over the past seven years, which was characterised by the increasing focus on technology as well as YOC's proprietary advertising product lines, the gross margin improved by more than ten percentage points (2013: 29.0 %).

The increase in the gross profit ratio is an important element in the sustained positive development of the company.

┈ Personnel expenses and personnel development

The average number of employees (excluding the Management Board) of YOC Group was 46 (2019: 40 employees).

As of 31 December 2020, YOC Group had 48 permanent employees (31 December 2019: 43 permanent employees).

In the financial year 2020, personnel expenses remained at EUR 3.7 million (2019: EUR 3.7 million). In the past financial year, YOC Group was able to retain top performers and recruit new qualified employees for key positions. The company was thus able to effectively counteract the shortage of skilled workers.

The use of the possibilities created by the respective states of the European Community to reduce working hours (short-time work) in order to reduce personnel expenses in the context of the Corona crisis had a mitigating effect on expenses in the second and partly also in the third quarter of the 2020 financial year in the total amount of EUR 0.6 million. Of this amount, around EUR 0.1 million was attributable to the reimbursement of social security contributions.

┈ Other operating expenses

In the 2020 financial year, other operating expenses amounted to EUR 1.4 million (2019: EUR 1.8 million). The cost control measures implemented in previous years continued to have an effect. In addition, the company was able to reduce other operating expenses through strict cost management, thereby reducing the negative economic impact of the Corona crisis.

┈ EBITDA

Earnings before interest, taxes, depreciation and amortization (EBITDA) improved by EUR 1.0 million to EUR 1.8 million in fiscal 2020 (2019: EUR 0.8 million).

This was made possible by a noticeable increase in sales in the second half of 2020 compared to the same period of the previous year, a higher gross profit ratio also in the 2020 financial year, savings in the context of the utilization of short-time work, and ultimately by further measures on the cost side.

┈ Profit after tax continuing operations

In financial year 2020, YOC Group recorded scheduled depreciation of EUR 0.7 million (2019: EUR 0.5 million). The financial result amounted to EUR -0.3 million (2019: EUR -0.3 million).

Taxes on income totalled EUR 0.2 million (2019: EUR 0.1 million).

As a result, earnings after tax (including Corporate Functions) amounted to EUR 0.6 million (2019: EUR -0.1 million). Thus, the company's profitability continued to improve in the 2020 financial year.

┈ Profit after tax discontinued operations

The result of the subsidiary YOC Spain S.L., which is no longer operational, reduced profits by a total of EUR 0.3 million in the financial year 2020.

In cooperation with the Supervisory Board, the Management Board decided in the past financial year not to continue the Spanish subsidiary.

Consequently, the company reports the result from YOC Spain S.L as a discontinued operation in accordance with IFRS 5.

The expenses from the deconsolidation of the British subsidiary are also to be added.

The result from discontinued operations for 2020 amounts to EUR -0.3 million (2019: EUR -0.4 million).

┈ Consolidated net income after taxes of YOC Group

The Group ends the 2020 financial year with a consolidated profit after tax of EUR 0.3 million (Net loss 2019: EUR -0.5 million).

Ƴ Development of Financial Position and Net Assets YOC Group

┈ Non-current assets

As at the balance sheet date, non-current assets amounted to EUR 2.3 million (2019: EUR 2.2 million).

In-house software developments amounting to EUR 0.6 million(2019: EUR 0.4 million) were capitalised under intangible assets.

Property, plant and equipment remained at the previous year's level of EUR 0.1 million (2019: EUR 0.1 million) due to the low investment requirement.

The rights of use from leases in accordance with IFRS 16 amounted to EUR 0.8 million (2019: EUR 1.0 million).

Depreciation and amortisation totalling EUR 0.7 million (2019: EUR 0.5 million) had the opposite effect on non-current assets.

┈ Current assets

Current assets amounted to EUR 4.9 million as at the balance sheet date (2019: EUR 4.3 million).

Trade receivables increased by EUR 0.9 million to EUR 3.9 million as at the balance sheet date (2019: EUR 3.0 million).

This development is due on the one hand to the increased business volume and to longer customer payment targets.

Other financial assets amounted to EUR 0.1 million as at the balance sheet date (2019: EUR 0.3 million).

As of 31 December 2020, cash and cash equivalents recorded a slight decrease of EUR 0.1 million to EUR 0.9 million (2019: EUR 1.0 million).

As of 31 December 2020, the equity of YOC Group amounts to EUR -4.0 million (2019: EUR -4.3 million).

The increase compared to the previous year is based on the net result after tax of EUR 0.3 million (2019: EUR -0.5 million).

The currency translation differences of EUR 0.026 million (2019: EUR 0.014 million) result from the translation of the financial statements of the Polish subsidiary from PLN to EUR.

┈ Non-current liabilities

As at the balance sheet date, the company's non-current liabilities decreased by EUR 0.2 million to EUR 3.0 million (2019: EUR 3.2 million) compared to the previous year.

┈ Current liabilities

In the 2020 financial year, current liabilities increased to EUR 8.3 million (2019: EUR 7.6 million) and resulted in particular from the increase in provisions for incoming invoices not yet received.

Trade payables fell by EUR 0.8 million to EUR 3.1 million (2019: EUR 3.8 million).

At EUR 4.0 million, other financial liabilities almost exclusively include liabilities from purchase invoices not yet received (2019: EUR 3.1 million). These in turn mainly include provisions for agency reimbursements of EUR 2.2 million (2019: EUR 1.7 million). The conclusion of agency contracts and the associated agency reimbursements are of particular importance for our business model. These represent a kind of annual revenue guarantee or a minimum purchasing volume with the respective media agencies. In return, they receive a contractually agreed reimbursement in the following year.

Liabilities from advance payments received, leasing, other liabilities and tax liabilities amounted to EUR 1.3 million as at 31 December 2020 (2019: EUR 0.7 million). The increase of EUR 0.6 million compared to the previous year is mainly due to the increase in sales and income tax liabilities of EUR 0.3 million and higher personnel liabilities of EUR 0.2 million.

┈ Cash Flow

As of the balance sheet date, YOC Group's cash and cash equivalents amounted to EUR 0.9 million.

The decrease in liquidity was therefore EUR 0.1 million compared to the previous year's balance sheet date (2019: EUR 1.0 million).

OPERATING CASH FLOW

The operating cash flow is determined by the indirect method. Starting point for the calculation is the posttax result of the past financial year in the amount of EUR 0.3 million (2019: EUR -0.5 million). The operating cash flow includes all cash-effective transactions of the financial year that are not allocated to investing or financing activities. The operating cash flow of YOC Group in the 2020 reporting year amounted to EUR 1.0 million (2019: EUR 1.2 million). This reflects the post-tax result as well as business-related changes to the working capital.

The change in working capital in the completed 2020 financial year is based on the steadily increasing programmatic revenue shares, which have comparatively longer payment terms.

CASH FLOW FROM INVESTING ACTIVITIES

The outflow of cash from investing activities in the total amount of EUR 0.9 million (2019: EUR 0.6 million) first and foremost contains the recognizable internal development costs related to the further development of the company's technological platforms and innovative products.

In property, plant and equipment, the additions and disposals are almost balanced.

CASH FLOW FROM INVESTING ACTIVITIES

The cash flow from financing activities of EUR -0.2 million (2019: EUR -0.3 million) results from the repayment of lease liabilities and the balance of loan borrowings and repayments.

┈ Summary statement on the earnings, financial and asset situation

The concentration of our activities on our VIS.X® trading platform and the associated implementation of strategic measures led to an increased volume of business for YOC Group, although the company experienced bookings cancellations due to the Corona crisis, especially in the second quarter of 2020.

In the financial year 2020, the company further expanded its profitability and achieved an operating result before interest, taxes, depreciation and amortisation (EBITDA) of EUR 1.8 million (2019: EUR 0.8 million).

In total, the Group ended the financial year 2020 with a net profit of EUR 0.3 million (Net loss 2019: EUR -0.5 million).

YOC Group's total assets increased by EUR 0.7 million to EUR 7.2 million (2019: EUR 6.5 million).

Ƴ YOC Group Forecast Report

Mobile internet usage is highly established in people's everyday life. The wide range of possibilities as well as the mass of content made available online is having an impact on the continuously increasing daily Internet consumption of consumers.

In order to remain relevant to this target group, both publishers and advertisers must provide attractive information and entertainment offerings.

For publishers, this means not overwhelming their users with advertising and ideally even offering them added value with creative formats. For advertisers, on the other hand, this means knowing their target group precisely and addressing them creatively. Against this background, the demand for creative and highly effective formats takes on even greater relevance. Rich media formats, i.e. those that allow the integration of diverse media such as video, audio or HTML5, generate higher interaction rates than standard banners and therefore lead to a higher and more positive brand perception.3

For some years now, the Company has been positioning itself in this business area with its product lines and features and expects to participate in market growth by providing interactive and high-impact advertising formats in the programmatic environment.

In the European context, the market currently offers hardly any supply-side platforms that can meet the demand for mobile programmatic advertising in conjunction with high-impact advertising products. Further reservations arose from the concern of many advertisers that their ads might appear in negatively tainted environments. This shows all the more the relevance of secure premium environments and, above all, their transparency.

Against this background, YOC saw a corresponding need for action: with the launch of the new proprietary supply side platform VIS.X® in 2018, YOC not only offers highly effective advertising formats, but can now also trade and deliver them platform-based via programmatic sales channels. By connecting numerous publishers and their inventory, the company also covers the strong demand for brand safety, i.e. safe advertising environments, and will thus participate in the further expansion of programmatic trading in Europe in the future.

The Executive Board is focusing in particular on further increasing the programmatic platform business and thus implementing the defined corporate strategy. For this purpose, it is necessary that all YOC locations adapt the new market positioning and implement all sufficient tasks.

With its own technology platform VIS.X®, the company gains a sustainable competitive advantage as well as independence from third-party providers through programmatic trading of highly effective advertising products.

Already at the beginning of the second quarter, the Management Board of YOC AG decided to discontinue the original forecast for the full year 2020, due to the unforeseeable consequences of the worldwide spread of the COVID-19 pandemic at that time and the associated negative effects, especially in the advertising industry, in which YOC AG operates.

In the further course of 2020, the Management Board of YOC AG adopted a new forecast for the financial year 2020 after evaluating the order backlog for the fourth quarter of 2020 and taking into account the development in the first nine months of 2020. Based on this forecast, a sales volume at Group level of probably EUR 14.75 million to EUR 15.25 million and operating earnings before interest, taxes, depreciation and amortisation (EBITDA) of probably EUR 1.0 million to 1.5 million (2019: EUR 0.6 million) were expected.

The company succeeded in exceeding the sales and earnings targets for fiscal 2020 issued in October 2020. As a result, the company achieved sales growth of 4.0 % to EUR 15.5 million (2019: EUR 14.9 million) and increased operating earnings before interest, taxes, depreciation and amortization (EBITDA) to EUR 1.8 million (2019: EUR 0.8 million). This was made possible by a noticeable increase in sales in the second half of 2020 compared to the same period of the previous year, a gross profit ratio that also increased in the 2020 financial year, savings in the context of the utilization of short-time work, and ultimately by further measures on the cost side.

We do not expect a comparative slump or shock in the advertising industry, which occurred in the second quarter of 2020, even if the pandemic continues. However, the Company's sales forecast is based on the assumption that the nationwide provision and administration of suitable vaccines will progress. In addition, the forecast for further business development is based on the assumption that, at least in the second half of 2021, no further lockdown measures will be necessary in the core markets relevant to us.

Overall, YOC Group anticipates rising sales revenues in the range of EUR 17.0 million to EUR 18.0 million with a continued disproportionately low increase in the cost structure. Based on this revenue forecast, the company expects a further increase in operating earnings before interest, taxes, depreciation and amortization (EBITDA) to EUR 1.75 million to EUR 2.25 million in financial year 2021. As a consequence, the consolidated profit after tax for the financial year 2021 should reach a level of EUR 0.75 million to EUR 1.25 million.

3) According to Nielsen/YOC (2020): The effectiveness of high-impact ad formats, [Online] https://insights.yoc.com/nielsen-brandawareness

In order to have sufficient liquidity in the forecast period in the event of a significant budget shortfall, for example due to a further economic downturn as a result of the COVID-19 pandemic, and to ensure the continuation of the Company's business activities, the Company must be able to draw on additional financing options. In order to have sufficient liquidity in the forecast period without capital measures, the Company and the Group must realize the planned business performance, in particular a significant increase in sales and an improvement in operating profit. The continued existence of the parent company and thus of the Group as a going concern depends on the planned business performance being realized.

Ƴ Development of the results of operations of YOC AG

YOC AG, with headquarters in Berlin, is the parent company of all companies included in YOC Group.

Along with the corporate functions, the complete product and platform development segment is held at YOC AG.

In addition, YOC AG operates the company's own technology platform VIS.X® for central revenue optimisation to increase the monetisation of advertising space provided by all publishers of YOC Group.

┈ Revenue development and overall performance

YOC AG's revenues in financial year 2020 totaled EUR 10.1 million (2019: EUR 7.7 million).

External revenues of EUR 7.1 million (2019: EUR 4.9 million) result from programmatic trading to monetize the international advertising inventory of publisher partners via the technology platform VIS.X® and other technology platforms . With a significant increase in trading volume compared to the same period of the previous year, the company's own proprietary technology platform VIS.X® in particular contributed to this development.

Total sales with affiliated companies amounted to EUR 3.0 million (2019: EUR 2.8 million). The increase is mainly due to the adjustment of internal accounting and include the recharging of costs for the use of the VIS.X® technology platform as well as other operational holding services. In addition, internal recharges were reclassified in the past financial year 2020, which had been reported under other operating income until the previous year. This had no effect on the annual result of YOC AG. The previous year's figures have been adjusted accordingly to improve comparability.

Other operating income amounted to EUR 0.8 million (2019: EUR 0.9 million).

Own work capitalised totalled EUR 0.2 million (2019: EUR 0.1 million) in the past financial year 2020.

At EUR 11.1 million, the company's total operating performance in the reporting year was EUR 3.2 million higher than in the previous year (2019: EUR 7.9 million).

┈ Costs of material

The cost of purchased services of EUR 8.4 million (2019: EUR 5.7 million) primarily includes remuneration for publishers and technical costs for the operation of the VIS.X® technology platform and for the company's server structure.

┈ Personnel expenses and personnel development

As of 31 December 2020, the YOC AG Management Board still comprised one member. The Management Board member Dirk-Hilmar Kraus in the 2020 financial year was in part also appointed CEO to YOC AG subsidiaries.

In the period under review, the company had an average of 27 permanent employees (2019: 26 permanent employees). At the end of the financial year, YOC AG had 29 permanent employees (31 December 2019: 27 permanent employees).

Personnel expenses remained almost unchanged at EUR 1.8 million in the 2020 reporting year (2019: EUR 1.7 million). In the past financial year, YOC Group was able to retain top performers and recruit new qualified employees for key positions. The company was thus able to effectively counteract the shortage of skilled workers. The use of the possibilities created by the respective states of the European Community to reduce working hours (short-time work) in order to reduce personnel expenses in the context of the Corona crisis had a mitigating effect on expenses in the second and partly also in the third quarter of the 2020 financial year in the total amount of EUR 0.3 million. Of this amount, around EUR 0.1 million was attributable to the reimbursement of social security contributions.

┈ Other operating expenses

In financial year 2020, other operating expenses corresponded to a volume of EUR 1.3 million (2019: EUR 1.4 million).

┈ EBITDA

In financial year 2020, the operating result before interest, taxes, depreciation and amortisation (EBITDA) of the group parent company YOC AG was EUR -0.9 million (2019: EUR -1.0 million).

┈ Investment and financial result

The result from the profit and loss transfer agreement with YOC Mobile Advertising GmbH for financial year 2020 amounted to EUR 1.1 million (2019: EUR 0.8 million).

In financial year 2020, the Austrian subsidiary YOC Central Eastern Europe GmbH distributed profits of EUR 0.3 million from financial year 2019 to YOC AG.

In the current financial year 2021, the profit distribution of YOC Central Eastern Europe GmbH to YOC AG for the financial year 2020 is expected to amount to around EUR 0.7 million.

The interest result of YOC AG amounted to EUR -0.4 million in financial year 2020 (2019: EUR -0.3 million).

┈ Depreciation and amortization

Amortization of intangible assets and depreciation of property, plant and equipment had an effect of EUR 0.2 million in the reporting period (2019: EUR 0.1 million). In addition, the investment in the Spanish subsidiary YOC Spain S.L. in the amount of EUR 0.2 million as well as long-term loans to the Spanish subsidiary in the amount of EUR 0.3 million were fully written off in financial year 2020.

In this context, short-term loans to YOC Spain S.L. in the amount of EUR 0.6 million, which were recognized in current assets, were also written off.

┈ Profit after tax

For the financial year 2020, the result after tax of YOC AG was thus EUR -0.7 million (2019: EUR -1.7 million).

The result after taxes was negatively influenced by the discontinuation of activities on the Spanish market and the associated depreciation and expenses totalling EUR 1.1 million. In the previous year, the result after tax included one-off expenses totalling EUR 1.3 million due to the discontinuation of activities on the British market.

Ƴ Development of Financial Position and Net Assets YOC AG

As of 31 December 2020, YOC AG's total assets came to EUR 10.3 million (2019: EUR 9.5 million).

┈ Fixed Assets

As at the reporting date, fixed assets totaled EUR 1.0 million (2019: EUR 1.3 million).

The decrease as of 31 December 2020 results from changes in financial assets of EUR 0.5 million to EUR 0.1 million (2019: EUR 0.6 million), based on the termination of activities in Spain. In this context, writedowns were made on the shares in YOC Spain S.L. and on loans to the Spanish subsidiary.

Intangible assets increased by EUR 0.3 million to EUR 0.8 million in the repor ting period (2019: EUR 0.5 million) and are primarily based on investments in the expansion of the functional scope of YOC's VIS.X® technology platform for programmatic trading of high-impact advertising products.

Property, plant and equipment of EUR 0.1 million (2019: EUR 0.1 million) are almost unchanged compared to the previous year.

┈ Equity

As of 31 December 2020, the deficit not covered by equity amounts to EUR -4.7 million (2019: EUR -4.0 million).

The decrease in equity results from the annual result of EUR -0.7 million (2019: EUR -1.7 million), which was burdened by the closure of the Spanish subsidiary with depreciation and expenses totalling EUR 1.1 million in 2020.

YOC AG's liabilities increased by a total of EUR 0.7 million to EUR 9.6 million (2019: EUR 8.9 million) in the reporting period.

The increase mainly results from the rise in liabilities to affiliated companies by EUR 0.8 million to EUR 6.7 million (2019: EUR 5.9 million).

In the reporting period, liabilities to shareholders remained unchanged at EUR 1.0 million (2019: EUR 1.0 million).

┈ Summary statement on the earnings, financial and asset situation

YOC AG was able to increase its business activities in the financial year 2020, but closed the reporting year with a net loss of EUR 0.7 million (2019: EUR -1.7 million). The annual result was negatively affected by the discontinuation of activities on the Spanish market and the associated depreciation and expenses totalling EUR 1.1 million.

Ƴ Forecast Report YOC AG

The business performance of YOC AG is closely related to that of YOC Group, as YOC AG is a holding within the group and is responsible for coordinating the group-wide development, sales, services and marketing units.

Due to the existing close link between YOC AG and YOC Group, we refer to the economic conditions described in the section "Forecast Report of YOC Group".

┈ Outlook

In addition to the corporate functions, YOC AG operates the central platform and product development as well as the central revenue optimization to increase the monetization of the advertising space provided by all publishers of the YOC Group.

Overall, YOC AG expects increasing sales revenues for the YOC Group in the range of EUR 17.0 million to EUR 18.0 million with a continued disproportionately low increase in the cost structure. Based on this revenue forecast, the company expects a further increase in operating earnings before interest, taxes, depreciation and amortisation (EBITDA) to EUR 1.75 million to EUR 2.25 million in financial year 2021. As a consequence, the consolidated profit after tax for the financial year 2021 should reach a level of EUR 0.75 million to EUR 1.25 million.

In addition, the company anticipates continued positive earnings contributions from the profit transfer of EUR 1.0 million to EUR 1.5 million (2020: EUR 1.1 million) from YOC Mobile Advertising GmbH to YOC AG within the framework of the fiscal unity for income tax purposes. Due to the steady increase in programmatic trading volume, growing revenues in the lower double-digit percentage range are expected for YOC Mobile Advertising GmbH in the coming financial year.

Due to the positive result of the Austrian subsidiary YOC Central Eastern Europe GmbH, further positive earnings contributions from profit distributions of EUR 0.5 million to EUR 1.0 million (2020: EUR 0.7 million) are also planned for the financial year 2021. For the Polish subsidiary, sales and earnings growth is expected for 2021, but not yet any profit distributions. In the medium term, however, we expect that this subsidiary will also generate positive contributions to earnings and contribute to increasing the results of YOC AG.

Overall, YOC AG thus expects a positive investment result of EUR 1.5 million to EUR 2.0 million for the financial year 2021 (2020: EUR 1.8 million).

Liquidity planning is mainly carried out at the level of the YOC Group. We therefore refer to the comments in the section "Forecast report of YOC Group".

Due to the relative size of the parent company to the Group, the very close performance links within the Group and the centralized treasury functions, the financial position of the Group and YOC AG are comparable.

In financial year 2020, the forecast business development for YOC AG did not materialize on the earnings side due to the closure of the Spanish location and the associated write-downs.

For the financial year 2021, YOC AG expects an increase in revenues, operating earnings before interest, taxes, depreciation and amortisation (EBITDA) and, as a consequence, a positive result for the year, based on the developments described above.

In order to have sufficient liquidity in the forecast period in the event of a significant budget shortfall, for example due to a further economic downturn as a result of the COVID-19 pandemic, and in order to ensure the continuation of the Company's business activities, the Company must be able to draw on additional financing options. In order to have sufficient liquidity in the forecast period without capital measures, the Company and the Group must realize the planned business performance, in particular a significant increase in sales and an improvement in operating profit. The continued existence of the parent company and thus of the Group as a going concern depends on the planned business performance being realized.

Ƴ Opportunities and Risk Report

┈ Principles of risk and opportunity management

YOC Group takes a comprehensive, systematic approach to opportunity and risk management to achieve its goals. This ensures that the company is able to recognise and diligently seize opportunities without disregard for the associated risks. A continual development of the opportunity and risk management system to adapt to rapidly changing market and business conditions is the foundation for sustainable growth.

To that end, the company consciously takes necessary risks while weighing them against the potential rewards in order to take advantage of market opportunities and exploit the potential for success inherent in them.

A central component is the internal reporting of relevant operational key figures (for example: gross profit margin, EBITDA ratio, other operating and personnel expense ratio).This provides a means for early detection and assessment of risks and opportunities. The Management Board monitors the implementation of risk control measures and the realisation of opportunities in the operating units.

The appropriateness of the risk management methods and processes used to identify, assess, control, monitor and communicate risks is reviewed at regular intervals and adjusted in response to internal and external developments.

┈ Opportunity management

Based on our product portfolio, our know-how and our innovative strength, we are convinced that we will be able to realise the opportunities resulting from our entrepreneurial activities and successfully meet the challenges arising from the following risks.

┈ Risk management

A) RISKS AND OPPORTUNITIES ON THE ADVERTISING INDUSTRY WITH REGARD TO THE FURTHER DEVELOPMENT OF THE CORONA PANDEMIC

Macroeconomic risks and opportunities represent the framework conditions for the risks and opportunities mentioned in the following categories and are included as premises in the quantification of these risks and opportunities. The macroeconomic framework has a significant influence on the advertising industry and thus on the success of the YOC Group.

A significant risk for the development of the world economy as well as the advertising industry is the further course of the COVID-19 pandemic.

Should the further course of infection necessitate even more drastic and comprehensive containment measures, this would have a severe impact on the economic recovery.

The effects would be all the more pronounced the broader and more comprehensive the respective measures of a lockdown.

Should the restrictions resulting from the pandemic last significantly beyond the first half of 2021, this could have an impact on advertisers' budgets and thus on the advertising industry in the further course of the year.

For YOC Group, this risk could have a negative impact on the achievement of the revenue expectation advised in the forecast report.

In contrast, a successful containment of the pandemic within the first six months of the financial year, for example through the faster and more widespread availability of suitable vaccines, could lead to a more dynamic recovery of the global economy and thus boost the advertising industry.

As a consequence, this could lead to possibly higher sales revenues compared to the sales expectations stated in the forecast report.

B) MARKET AND COMPETITION RISK

YOC Group is active in a rapidly developing market. This environment demands highly flexible procedures and structures.

Changes in market and competitive conditions, such as the appearance in the market of a new competitor, are among the risks which YOC Group seeks to anticipate through constant market and company monitoring.

In particular the products section and the country organisations work to ensure that emerging trends and new developments are detected.

Changes in economic factors resulting in declines in orders especially in the advertising sector may also have an impact on YOC Group's development.

Given its broad range of products and services and its diversified customer base, YOC Group is well positioned to withstand such developments.

C) TECHNOLOGICAL RISKS

YOC Group pursues a uniform IT strategy which involves constant monitoring and further development of its IT systems.

The speed of technological innovation in the market demands a great deal of flexibility and increasingly poses a risk. A large part of the problem is the lack of standards in some areas of the technological environment. Substitutes or products from competitors could weaken YOC Group's competitive position.

Technological innovation must therefore be promoted in the interest of long-term success and to strengthen the company's market position.

Because of the highly dynamic nature of the market for digital advertising technologies, investments in the development of new products and technologies always bear the risk that such investments could prove to be unprofitable.

When selecting IT systems, YOC Group for the most part chooses industry-specific standard software from reputable providers. The IT security covers the company's entire information technology, including office IT, systems and applications. As is the case with other companies, it is possible that the company could become the target of cyber-attacks.

In order to minimise risks, we take a number of steps, which include, among others, staff training, comprehensive monitoring of our networks and information systems as well as the application of encryption methods, firewalls and virus scanners.

Precautionary measures against the breakdown of technical equipment were taken by the parallel operation of applications, in order to ensure the smooth execution of client orders at any time.

In addition, backup systems protect the database against a possible loss of data and ensure that it is consistently available.

D) FINANCIAL AND TREASURY RISKS

YOC Group has established a separate treasury function to plan and monitor cash flows. Liquidity management supports the Management Board in monitoring measures to secure liquidity by monitoring business development and cash flow fluctuations.

Among other things, it is managed using key figures (for example equity and debt ratios, working capital, etc.), which provide information on the capital structure of the company.

The risk of bad debts is countered by stringent accounts receivable management, which focuses on monitoring the age structure of receivables and managing doubtful debts. In the past three financial years, neither YOC AG nor its subsidiaries have had any significant defaults on receivables.

As of 31 December 2020, the company has a liquidity balance of EUR 0.9 million. For the risks of liquidity development, please refer to the forecast report.

E) LEGAL RISKS AND LIABILITY RISKS

To avoid legal risks, external lawyers are engaged to review substantial legal transactions. YOC Group protects itself against claims and potential liability risks with a comprehensive insurance cover which is subject to ongoing review. The current directors & officers liability insurance policy protects the management in the event of financial losses to the company. Neither YOC AG nor one of its subsidiaries was a party in any ongoing or foreseeable judicial or arbitral proceedings in financial year 2020 that might have a material impact on the financial position of the company or the group. No negative developments are expected for the coming financial year either.

Legislative decisions such as a change in the data protection law also could have a negative effect on YOC Group's business activities.

As the financial statements are being drawn up, however, YOC Group is not aware of any plans for legislative changes in the foreseeable future that would significantly affect it.

F) PERSONNEL RISKS

The successful development of YOC Group depends on its ability to attract and earn the loyalty of qualified employees. Owing to vigorous growth in the market of relevance to YOC Group, the labour market for personnel with the required knowledge and experience is extremely competitive. The risk of staff shortages is monitored and avoided with the support of a group-wide staff planning system. Staff development measures and a performance-based remuneration system, which is subject to regular review by the Management Board ensures the competitiveness in the market for personnel.

Training and advanced education programs also guarantee that several key members of staff work in each company segment. Rules on replacement and succession ensure the safeguarding of business procedures and decision-making processes.

Employees who handle confidential information are obliged to comply with the applicable rules and to deal with confidential information in a responsible manner.

G) PLANNING RISKS

Forecasts for revenue and expenses involve planning risks. Considering the dynamic nature of the digital advertising market, short and medium-term planning is based on essential estimates and assumptions, particularly with regard to revenue developments.

The continued existence of the parent company and thus of the Group depends on the planned course of business being realised.

Regular review of these assumptions allows the Management Board to react to outcomes that diverge from plans and to initiate countermeasures accordingly. The achievement of the corporate planning for the current business year is dependent on the further development of the Corona pandemic. This risk continues to be constantly monitored and discussed by the Executive Board and the Supervisory Board. With regard to the uncertainties concerning the spread of the coronavirus CoV-2, we refer to the explanations in the company's forecast report.

Ƴ Control and risk management report on the accounting process

(Pursuant to Sect. 289 Para. 4 and Sect. 315 Para. 4 German Commercial Code HGB)

For both YOC AG and YOC Group, the existing control and risk management system comprises the entirety of all organisational provisions and measures for identifying, assessing and communicating risks and dealing with the risks of entrepreneurial activity.

As regards the (group) accounting process, the internal financial control system is designed and continually developed to ensure that the relevant accounting principles and standards are observed and that the accounts are rendered properly.

This is to ensure that the financial reporting provides a true and fair view of the real circumstances of YOC AG's and YOC Group's net assets, financial position and results of operations. The Management Board bears all responsibility for the internal control and risk management system as it relates to the (group) accounting process.

All companies covered in the consolidated financial statements are integrated through a defined management and reporting structure.

Operational responsibility is vested in the Management Board which is assisted by the Director Finance.

We regard the following elements of YOC Group's internal control and risk management system as essential to the (group) accounting process:

› Procedures for identifying, assessing and documenting all essential business processes and areas of risk relating to accounting, including the associated key controls. These encompass financial and accounting processes along with administrative and operational business processes which generate information that is essential for the compilation of the annual and consolidated financial statements, including the management and group management reports;

› Process-integrated controls (EDP-assisted controls and access restrictions, the dual-control principle, separation of functions, analytical controls);
› Standardised financial accounting processes;
› Ensuring uniform accounting through group-wide guidelines and procedures;
› Regular internal group reporting as well as profit and loss accounting and monthly results reporting, including the analysis and reporting of essential developments and target/performance deviations.

The effectiveness of the internal control and risk management system related to (group) accounting is reviewed and evaluated through regular preventive control tests.

A group-wide reporting system has the task of ensuring that the Management Board and Supervisory Board receive regular and timely information.

The Management Board and Supervisory Board are regularly apprised of the current risk situation and the functioning, effectiveness and adequacy of the internal control and risk management system.

In the opinion of the Management Board, the processes, systems and controls in place are a sufficient guarantee that the accounting processes are followed in conformity with the relevant accounting principles.

Ƴ Information on the shares and Explanatory Report of the Executive Board

(Pursuant to Sect. 289a Para. 1 and Sect. 315a Para. 1 of the German Commercial Code HGB)

┈ Subscribed capital

As of 31 December 2020, YOC AG's subscribed capital amounted to EUR 3,292,978, divided into 3,292,978 no-par ordinary shares made out to bearer.

The shares are not categorised into different classes. The same rights and obligations are associated with all shares. Each share guarantees one vote at the General Meeting and entitles the holder to a share of the company's profits. Excepted are shares held by the company itself which confer no rights on the company.

┈ Restrictions on voting rights or the transfer of shares

There are no restrictions on the voting rights associated with shares in YOC AG or the transfer of shares in YOC AG.

┈ Shareholdings in the capital exceeding 10% of the voting rights

The following direct or indirect ownership interests in YOC AG capital which exceed 10 % of the voting rights are based on voting rights announcements pursuant to Sect. 33 et seq. of the German Securities Trading Act (WpHG) received and published by the company in the financial year 2020 and earlier.

› Mr Dirk-Hilmar Kraus, Germany, has notified the company that his share of voting rights in YOC AG amounts to 19.94 % (corresponding to 656,685 of a total of 3,292,978 voting rights) as of 31 December 2020. These shares are held in part by Mr Dirk-Hilmar Kraus directly or by dkam GmbH, which is indirectly attributable to him.
› Mrs Dr Kyra Heiss, Germany, has informed the company on 18 December 2018 – in accordance with Sect. 33 Para. 1 WpHG – that her voting rights share in YOC AG as of 31 August 2018 came to 10.82 % (corresponding to 356,384 of altogether 3,292,978 voting rights).

┈ Shares with special rights which confer supervisory power

There are no shares with special rights which confer supervisory powers.

┈ Rules for the appointment And dismissal of members of the Management Board and for amending the Articles of Association

The provisions of law governing the appointment and dismissal of members of the Management Board are found in Sect. 84 and Sect. 85 of the German Stock Corporation Act (AktG). Sect. 7 Para. 2 of YOC AG's Articles of Association provides for a consistent regulation.

Pursuant to Sect. 119 Para. 1 No. 5 AktG, Sect. 179 AktG, the Articles of Association can be amended only by a resolution of the General Meeting.

Unless mandatory provisions of the law provide otherwise, resolutions of the General Meeting are passed pursuant to Sect. 133 AktG and Sect. 22 Para. 1 of the Articles of Association of YOC AG with a simple majority of the votes cast and, where applicable, with a simple majority of the represented capital.

Changes to the business purpose require a 75 % majority of the represented capital according to Sect. 179 Para. 2 AktG; the company does not make use of the right to determine a larger capital majority in the Articles of Association. Pursuant to Sect. 181 Para. 3 AktG, amendments to the Articles of Association become effective upon entry in the Commercial Register.

The Supervisory Board is authorised to pass amendments to the Articles of Association that concern only the drafting (Sect. 17 of the Articles of Association of YOC AG).

┈ Powers of the Board of Directors with regard to the possibility of issuing or repurchasing shares

A) ACQUISITION OF OWN SHARES

Based on the resolution of the Annual General Meeting of 25 August 2015, the company was authorised to acquire treasury shares until 24 August 2020. This authorisation has expired and has not yet been renewed.

At the end of the 2020 financial year, the company held an unchanged number of 4,000 treasury shares (this corresponds to around 0.12 % of the share capital).

B) AUTHORISED CAPITAL

Sect. 6 Para. 5 of the Articles of Association of YOC AG provides for authorised capital 2016/I.

The resolution passed by the General Meeting on 08 July 2016 authorises the Management Board to increase the share capital of the company, on one or several occasions, up to a total of EUR 1,646,489 by 07 July 2021 by issuing new bearer shares against cash contributions and/or contributions in kind with the approval of the Supervisory Board.

The Management Board is authorised to exempt subscription rights of the shareholders partially or as a whole (i) in order to exclude fractional amounts from the shareholders' subscription rights, (ii) in order to exclude the shareholders' subscription rights where required to grant to holders or creditors of conversion or option rights and/or holders or creditors of convertible bonds or option bonds with conversion or option obligations, which were or are issued by the company or a group company, subscription rights in the amount they would be entitled to as shareholders following the exercise of the convertible or option rights, or following the fulfilment of the conversion or option obligations; (iii) in the event of capital increases against tangible assets for the (also indirect) acquisition of companies, parts of companies or a share in a company, or of other items of property, (iv) in the event of capital increases against contributions in cash, if the issue amount of the shares is not significantly below the stock exchange price of the already listed shares at the time of the final determination of the issue price, and if all shares issued under the exclusion of subscription rights pursuant to Sect. 186 Para. 3 Sent. 4 AktG (German Stock Corporation Act) neither exceed 10 % of the share capital at the time of becoming effective nor at the time of exercising this authorisation.

To be taken into account in this limitation are those shares that were sold or issued or are to be issued during the term of this authorisation until the time it is exercised due to other authorisations in the direct or corresponding application of Sect. 186 Para. 3 Sent. 4 AktG with the exclusion of subscription rights, (v) in order to issue shares as staff shares to employees of the company.

C) CONTINGENT CAPITAL

The Annual General Meeting of 25 August 2015 authorised the Executive Board, with the consent of the Supervisory Board, to issue warrant or convertible bonds with a total nominal value of up to EUR 10,000,000.00 with a fixed term of no more than ten years until 24 August 2020 and to grant the holders of warrant bonds option rights or the holders of convertible bonds conversion rights for new shares of the company with a proportionate amount of the share capital of up to a total nominal value of EUR 1,000,000.00 in accordance with the warrant or convertible bond conditions. This authorisation was only partially utilised. In 2018, convertible bonds with a total nominal value of approximately EUR 1.6 million were issued. These convertible bonds are convertible into a maximum of 193,825 ordinary shares of YOC AG.

In order to continue to provide the company with the necessary flexibility to issue convertible bonds and/or bonds with warrants for corporate financing purposes, the Management Board and the Supervisory Board, the authorisation granted by the Annual General Meeting in 2015 was renewed at the Annual General Meeting of YOC AG on 29 October 2020 and, to this end, an essentially identical authorisation to issue convertible bonds or bonds with warrants (collectively "W/O bonds") and a new conditional capital (Conditional Capital 2020/I) was resolved. Accordingly, the Executive Board is authorised, with the consent of the Supervisory Board, to issue warrant or convertible bonds (or a combination of these instruments) on one or more occasions until 28 October 2025 (inclusive) in a total nominal amount of up to EUR 10,000,000.00 with a fixed term of no more than ten years and to grant option rights to the holders of warrant bonds or conversion rights to the holders of convertible bonds. to grant the holders of convertible bonds conversion rights for new shares of the Company with a proportionate amount of the share capital of up to a total nominal amount of EUR 1,000,000.00 ("New Shares") in accordance with the terms and conditions of the bonds with warrants or convertible bonds.

The conditional capital increase shall only be carried out to the extent that option or conversion rights from the aforementioned bonds with warrants or convertible bonds are actually exercised or conversion obligations from such bonds are fulfilled and to the extent that no other forms of fulfilment are used for servicing. The new shares shall be issued at the conversion or option price to be determined in each case in accordance with the aforementioned authorization resolution.

The new shares shall participate in profits from the beginning of the financial year in which they are created and for all subsequent financial years; in deviation from this, the Executive Board may, insofar as legally permissible and with the approval of the Supervisory Board, determine that the new shares shall participate in profits from the beginning of the financial year for which, at the time of the exercise of conversion or option rights, the fulfillment of conversion or option obligations or the granting in lieu of the cash amount due, no resolution of the Annual General Meeting on the appropriation of net income has yet been adopted.

Details of the authorization can be found in the invitation to the Annual General Meeting on 29 October 2020, which is available on the website of YOC AG (see agenda item 9 and the report of the Management Board on this subject).

┈ Significant agreements of the Company that are conditional upon a change of control as a result of a takeover bid

An exercise of 20,000 virtual stock options are linked to a takeover offer for the shares of YOC AG pursuant to Sections 29, 35 of the German Securities Acquisition and Takeover Act (WpÜG) with an indefinite term.

In addition, the service contract of Management Board member Dirk-Hilmar Kraus, which was renewed in March 2020 and runs until 31 March 2023, contains a one-off, performance-related remuneration conditional on a change of control following a takeover bid. No liabilities have been recognized in connection with this.

In addition, reference is made to the section "Compensation of the Management Board". Beyond this, the Company has no significant agreements that are subject to the condition of a change of control following a takeover bid.

Ƴ Declaration Corporate Governance

(Sect. 289f German Commercial Code HGB; Sect. 315d HGB)

The Declaration on Corporate Governance pursuant to Sect. 289f HGB and Sect. 315d HGB includes the Declaration of Conformity in accordance with Sect. 161 of the German Stock Corporation Act (AktG), relevant information concerning company management practices and a description of the working methods of the Management Board and the Supervisory Board, as well as disclosures pursuant to Sect. 289f Para. 2 No. 4 HGB concerning regulations promoting the equal representation of women and men in leading positions.

This declaration is part of the management report of YOC AG and the Group for the financial year 2020.

Pursuant to Section 317 (2) Sentence 6 of the German Commercial Code (HGB), the disclosures pursuant to Section 289f (2) of the German Commercial Code (HGB) and Section 315d of the German Commercial Code (HGB) are not to be included in the audit by the auditor.

┈ Declaration on the German Corporate Governance Code by the Management Board and Supervisory Board of YOC AG pursuant to Section 161 of the German Stock Corporation Act (Declaration of Conformity 2020)

Pursuant to section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of a listed stock corporation must declare annually that the recommendations of the "Government Commission on the German Corporate Governance Code" published by the Federal Ministry of Justice in the official section of the Federal Gazette have been and are being complied with or which recommendations have not been or are not being applied and why not.

The declaration shall be made publicly available on the company's website.

The German Corporate Governance Code (GCGC) contains regulations of varying binding effect. In addition to descriptions of the applicable stock corporation law, it contains recommendations from which companies may deviate; however, they are then obliged to disclose this annually.

According to § 161 AktG, deviations from the recommendations of the GCGC must also be justified. In addition, the GCGC contains suggestions from which deviations can be made without disclosure.

The following declaration relates to the period since the last Declaration of Conformity of February 2020 and refers to the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of 07 February 2017 ("GCGC 2017") as well as in the current version of the GCGC of 16 December 2019 ("GCGC 2020") applicable since 20 March 2020.

The Management Board and Supervisory Board of YOC AG declare that the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of the GCGC 2017 as well as the GCGC 2020 are generally complied with and have been complied with in the past, with the exception of the recommendations listed below.

The Management Board and Supervisory Board of YOC AG intend to continue to comply with the recommendations of the GCGC 2020 in the future with the following exceptions.

› Section 3.8 para. 3 GCGC 2017: The company is of the opinion that the motivation and responsibility with which the members of the Supervisory Board perform their duties are not improved by a deductible. The D&O insurance serves to cover significant own risks of the company and at most secondarily to protect the assets of the members of the executive bodies. The D&O insurance for the Supervisory Board was therefore concluded without a deductible. The previous recommendation in section 3.8 paragraph 3 GCGC 2017 was not adopted in the GCGC 2020. In this respect, the company will not deviate from the recommendations of the GCGC 2020 in the future with the D&O insurance for the Supervisory Board.

› Section 4.1.3, sentences 2 and 3 of the GCGC 2017 and Section A.2 of the GCGC 2020: YOC AG has installed appropriate measures based on the company's risk situation to ensure compliance with legal requirements and internal company guidelines. The existing risk management system is reviewed annually as part of the audit of the financial statements, and there have been no significant objections to date. The Executive Board and the Supervisory Board do not consider the introduction of a special compliance management system to be necessary due to the good experience in the past and the size of the company. The establishment of a protected whistle blower system will also be waived for the time being, as the Executive Board and Supervisory Board do not believe that there is sufficient practical experience with this in Germany. Therefore, for the time being, we will continue to wait and see whether the arguments put forward against a whistle-blower system, such as high costs, possible negative effects on the working atmosphere and susceptibility to abuse, actually play a role in practice and which solutions will be established to avoid these points. The Executive Board and Supervisory Board will continue to monitor the developing practice in this regard.
› Section 4.1.5 GCGC 2017 and Section A.1 GCGC 2020: An appropriate participation of women in the two management levels below the Executive Board depends on the individual suitability for the respective position. Under this premise, the Executive Board will pay attention to diversity when filling management positions and strive for the appropriate participation of women.
› Section 4.2.1 GCGC 2017: According to Section 4.2.1 GCGC 2017, the Management Board shall consist of several persons and have a chairman or spokesman. In the financial year 2020, the Management Board of YOC AG consisted of one person. By agreement between the Supervisory Board and the Management Board, the company will refrain from appointing further Management Board members until further notice, as management-relevant tasks have also been partially transferred to the second management level. The previous recommendation in section 4.2.1 GCGC 2017 was not adopted in the GCGC 2020. In this respect, the company with only one Executive Board member does not deviate from the recommendations of the GCGC 2020.
› Section 4.2.2 para. 2 GCGC 2017 and Section G.4 GCGC 2020: The Supervisory Board shall also take into account the ratio of the remuneration of the Executive Board to the remuneration of the senior management and the workforce as a whole over time, whereby the Supervisory Board shall determine how the senior management and the relevant workforce are to be delimited for the purpose of comparison. Such an explicit delimitation has not been made in order not to restrict the economic leeway in salary negotiations.
› Section 5.1.2 para. 1 sentence 2 GCGC 2017 and Section B.1 GCGC 2020: Currently, the Supervisory Board is only composed of male members. Membership of the Supervisory Board is primarily based on individual suitability for the Board.
› Section 5.1.2 para. 1 sentence 3 GCGC or section B.2 GCGC 2020: The Supervisory Board shall ensure long-term succession planning together with the Executive Board and, according to the GCGC 2020, describe the procedure in the corporate governance statement. In view of the many years of commitment of the current sole member of the Executive Board, Dirk-Hilmar Kraus, as founder of the company, the Supervisory Board has not yet considered it necessary to develop guidelines for succession planning for the Executive Board. The Supervisory Board will continuously review the necessity of succession planning with regard to the specific management structure and needs of the Company and, if necessary, provide for long-term succession planning.
› Section 5.1.2 para. 2 sentence 3 GCGC 2017 and Section B. 5 GCGC 2020: The Supervisory Board has not set an age limit for members of the Executive Board. The members of the Supervisory Board are convinced that suitability for the management of a company depends to a large extent on individual performance.
› Sections 5.3.1, 5.3.2 and 5.3.3 GCGC 2017 and Sections D.2, D.3, D.4 and D.5 GCGC 2020: The establishment of committees, in particular the establishment of an audit committee and a nomination committee, is difficult to handle due to the size of the Supervisory Board of YOC AG with only three members and does not comply with best practice standards. The increase in efficiency in the audit of financial statements intended by the GCGC 2017 and GCGC 2020 with the establishment of an audit committee would not be achieved, as the audit committee would have to be staffed with almost all plenary members. Likewise, the nomination committee would have to be composed of almost all plenary members, which would not lead to an improved preparation of the Supervisory Board's resolution proposals on the election proposals of the shareholders.
› Section 5.4.1 para. 2 GCGC 2017 and Sections C.1 sentence 2 and C.2 GCGC 2020: The appropriate participation of women cannot be regulated in advance, as membership is based on individual suitability for the committee. An age limit or a standard limit for the length of membership for members of the Supervisory Board has not been specified. The suitability of a member of the Supervisory Board to supervise and advise the Executive Board and to be an equal contact person for the Executive Board depends largely on the individual's performance.
› Section 5.4.1 GCGC 2017 and C.1 GCGC 2020: In order to implement the "Act on the Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Sector", which came into force in May 2015, the Supervisory Board of the company has set targets for the proportion of female members on the Supervisory Board and the Executive Board. Beyond fulfilling this legal obligation, the Supervisory Board has not defined any specific targets for its composition. The Supervisory Board has proposed and will propose to the general meeting for election the candidate it considers most suitable for the position to be filled on the Supervisory Board after careful consideration and taking into account the specific situation of the company. In this respect, the Supervisory Board has always implicitly defined a "competence profile" for the vacancy to be filled on the Supervisory Board and will continue to do so. Of

course, the Supervisory Board has been and will continue to be guided in its election proposals by the selection criteria of the German Corporate Governance Code. However, there is no permanent written competence profile for the entire Supervisory Board, also with regard to the size of the Supervisory Board.

› Section 5.4.6 GCGC 2017 and Section G.17 GCGC 2020: Chairmanship and membership of committees have not been and are not taken into account in the context of Supervisory Board remuneration, as the Supervisory Board has not formed any committees.

› Section 7.1.2 sentence 3 GCGC 2017 and section F.2 GCGC 2020: The company will endeavour to comply with the recommendation that the consolidated financial statements should be publicly accessible within 90 days of the end of the financial year and the interim reports within 45 days of the end of the reporting period. However, the company cannot always guarantee this, as this could only be achieved with significantly increased personnel and organisational effort and thus only at considerable additional cost. The publications are therefore made within the legal and stock exchange deadlines.

The remuneration system currently in place and practised at YOC AG was introduced before the GCGC 2020 came into force.

The structure of the remuneration system is also due to the fact that the composition of the Management Board and the Supervisory Board has remained the same for many years, as well as the close ties between the company and the Management Board and founder Dirk-Hilmar Kraus.

Insofar as the new recommendations of the GCGC 2020 are not yet complied with in this respect, a declaration of deviation is not required.

In this respect, the GCGC 2020 does not require any adjustment of existing and ongoing contracts.

The Supervisory Board is currently drafting an Executive Board remuneration system for submission for approval by this year's Annual General Meeting 2021, which complies with the requirements of the Act Implementing the Second Shareholders' Rights Directive (Gesetz vom 12.12.2019 - Bundesgesetzblatt Teil I 2019 Nr. 50 19.12.2019 S. 2637 - ARUG II) and which – where possible – is based on the recommendations of the GCGC 2020.

Berlin, February 2021

YOC AG THE MANAGEMENT BOARD THE SUPERVISORY BOARD

The declaration has been made permanently available to the public on the YOC AG website (www.yoc.com) under "Investor Relations".

Earlier versions of the Declaration of Conformity can also be found there.

┈ Information concerning company management practices

BASIC PRINCIPLES

Sustainable economic, ecological and social action is a defining element of the corporate culture at YOC AG. This also includes integrity in dealings with employees, investors, customers, suppliers, authorities, interest groups, other stakeholders and the public. YOC AG is a stock corporation with its registered office in Germany.

The framework for corporate governance therefore derives from German law, in particular the stock corporation and capital market legislation, as well as the German Corporate Governance Code (as far as no deviations to it were declared), the YOC AG articles of association and the Management and Supervisory Boards' rules of procedure.

Being a service company, YOC AG depends on its ability to win and maintain the trust of its customers and business partners through exemplary behaviour. The objective is to act in a credible, trustworthy and reliable manner and to convey a corresponding image.

TRANSPARENCY

A uniform, comprehensive and prompt information policy in relation to employees, investors, customers, suppliers, authorities, interest groups and other stakeholders ranks high in importance at YOC AG.

The aforementioned parties are all provided with information by YOC AG on a uniform, comprehensive, prompt and simultaneous basis. The business situation and operating results of YOC AG and YOC Group are reported in the annual report, the mid-year report and the interim reports.

In addition, so-called ad-hoc communications are published pursuant to Art. 17 of EU Regulation No. 596/2014 on market abuse through a European media cluster and the company's web pages, if required by law.

All announcements, presentations and communications as well as the current financial calendar can be viewed on the company's web pages (www.yoc.com) under "Investor Relations".

Changes in the composition of the shareholder structure (Announcements of Voting Rights, Sect. 33 et seq. WpHG) and any transaction conducted on own account of individuals holding management positions within YOC AG, as well as persons closely associated with them, relating to shares or debt instruments of YOC AG and to derivatives or other financial instruments linked thereto (Directors' Dealings according to Art. 19 EU Regulation 596/2014 (Market Abuse Regulation)) are also published by the company.

YOC AG furthermore keeps an insider list according to Art. 18 EU Regulation 596/2014. The individuals who are to be included in the insider list are informed of the legal duties and sanctions.

RISK MANAGEMENT

YOC Group is a providers of product-based mobile advertising technology and as such is exposed to many of the opportunities and risks specific to the branch and the companies.

YOC AG has an established, comprehensive and effective system which enables the company to detect, assess, report on and deal with opportunities and risks associated with all functions and business processes at an early stage. The aim of this system is to systematically detect risks at the earliest possible time, assess the likelihood of their occurrence, estimate their potential qualitative and quantitative effects and initiate effective countermeasures.

Risk management is regularly discussed and further developed at Management Board and Supervisory Board level. The risk of the SARS-CoV-2 coronavirus continues to be constantly monitored and discussed by the Executive Board and Supervisory Board.

Further information on the company's risk management, on the specific risks to which the company finds itself exposed and, on the accounts related internal control and risk management system can be found in the risk report that forms part of the company's group management report.

┈ Description of the operating principles of the Management Board and Supervisory Board

As a German stock corporation, YOC AG is subject to the German Stock Corporation Act. This means that a dual management system is prescribed by law. In the dual management system, management (Management Board) and business control (Supervisory Board) are strictly separated in terms of personnel.

The Executive Board and Supervisory Board have independent competences, as simultaneous activity on the Supervisory Board and Executive Board is not legally permissible.

The Executive Board manages the company, while the Supervisory Board advises and monitors the Executive Board. In doing so, the Executive Board and the Supervisory Board work together closely and in a spirit of trust in the fulfilment of their legal duties.

MANAGEMENT BOARD

The Management Board has sole responsibility for the management of the company. It has a duty to act in the interest of the company and is committed to the sustainable development of the company.

The Management Board responsibilities include determining the company's strategic direction in consultation with the Supervisory Board and managing the business of the company. The Management Board manages the company's business in accordance with the relevant laws, the Articles of Association and its Rules of Procedure.

The members of the Management Board bear joint responsibility for corporate governance, work together cooperatively and keep each other regularly informed of important actions and events in their business areas.

Notwithstanding the joint responsibility of all members of the Management Board, each member manages the business area assigned to him, apart from those matters that must be decided by the Management Board as a whole, on his own responsibility. More detailed rules are set forth in the Rules of Procedure for the Management Board enacted by the Management Board with the Supervisory Board's approval.

The members of the Management Board are appointed by the Supervisory Board. The term of office served by Management Board members must not exceed five years. Management Board members may however be appointed more than once.

The Supervisory Board may appoint a member of the Management Board as Chairman of the Management Board. The Management Board of YOC AG currently has only one member.

Mr Dirk-Hilmar Kraus has been appointed to the Management Board of YOC AG with effect from 10 September 2013 and has assumed the function of CEO of the company. Since October 2016, Dirk-Hilmar Kraus has been the sole member to the YOC AG Management Board.

The Management Board works closely with the Supervisory Board and reports to the Supervisory Board regularly, promptly and in full on significant matters relating to business development, strategy and planning, the Group's risk situation and compliance, and consults with the Supervisory Board before making any significant strategic decisions.

The Management Board is responsible for preparing the quarterly reports, the half-yearly and annual financial statements of YOC AG and the consolidated financial statements. In addition, the Management Board regularly consults with the members of the second management level of the company. The Management Board has not formed any committees.

The work of the Management Board is governed by the rules of procedure. The rules of procedure contain the basic principles for the management of the Executive Board members, the matters reserved for the Executive Board as a whole and the unanimity required for Executive Board resolutions in the case of two Executive Board members. The rules of procedure can be found on the company's website at https://yoc.com/de/investor-relations-yoc/ management-corporate-governance/.

SUPERVISORY BOARD

The Supervisory Board is responsible for advising and monitoring the Executive Board. It is involved in strategy and planning as well as in all issues of fundamental importance to the company. Major decisions of the Executive Board require its approval.

These include decisions or measures that fundamentally change the asset, financial or earnings situation of the company.

This also includes the corporate planning for the following year (budget) prepared by the company once a year, which is presented by the Executive Board to the Supervisory Board, discussed with it and adjusted if necessary.

The Supervisory Board also commissions the auditor appointed by the Annual General Meeting.

The Supervisory Board holds at least four meetings a year. The Supervisory Board of YOC AG consists of three members, none of whom were previously members of the company's Management Board. The Supervisory Board is elected by the Annual General Meeting.

Due to its size, the Supervisory Board has not formed any committees.

The working methods of the Supervisory Board are governed by rules of procedure. Resolutions of the Supervisory Board are usually passed in face-to-face meetings; in addition, meetings and resolutions may also be passed in writing, by telephone, by telex or by other means of telecommunication.

The Executive Board of the Company attends the meetings when necessary, and other members of the extended management of the Company are also invited to the meetings when necessary.

In accordance with the recommendation of the German Corporate Governance Code as amended on 16 December 2019, the Supervisory Board also meets regularly without the Executive Board.

In the second attendance meeting of each year after the annual financial statements have been prepared and audited, in the so-called "balance sheet meeting", the auditors of the Company also attend this meeting and submit their report on the completed audit to the Supervisory Board.

The agenda and proposed resolutions for the Supervisory Board meetings are communicated in writing to all participants sufficiently in advance of the meetings.

In the event of the need for resolutions at short notice, such resolutions are adopted by written circulation procedure, if necessary. All Supervisory Board meetings are minuted in writing.

The Chairman of the Supervisory Board explains the activities of the Supervisory Board annually at the Annual General Meeting and in his report to the shareholders, which is printed in the company's annual report.

In the past financial year 2020, the Supervisory Board assessed how effectively the Supervisory Board performs its work as part of a self-assessment. Within the framework of the self-assessment, the board discussed the work performed in the supervisory board in the past year, the cooperation, the flow of information, the organisation and execution of the meetings as well as the risk management and accounting as well as the strategy development in the supervisory board and Executive Board.

The self-assessment was carried out on the basis of detailed questionnaires and interviews with all members of the Supervisory Board to discuss more complex issues and to deepen the knowledge and observations gained.

According to the assessment of the Supervisory Board, the members of the Supervisory Board Mr Dr Nikolaus Breuel, Mr Konstantin Graf Lambsdorff and Mr Sacha Berlik are independent in the sense of the German Corporate Governance Code.

┈ Diversity concept

The Management Board and Supervisory Board of YOC AG have hitherto not formulated an individual diversity concept in accordance with Sect. 289f Para. 2 No. 6 HGB concerning the composition of the body authorised to represent the group and of the Supervisory Board with regard to aspects such as age, gender, educational or professional backgrounds.

The Management Board and the Supervisory Board opine that aside from the objectives for the composition of Management Board and Supervisory Board and the measures so far implemented and projected to foster diversity, an additional diversity concept does not effectuate a substantial additional value.

The Management Board and the Supervisory Board will, however, reevaluate in financial year 2021 whether an individual diversity concept will be developed.

┈ Specifications promoting the equal participation of women and men in leading positions

The Supervisory Board of YOC AG had decided that the status quo should be maintained for the proportion of women on the Supervisory Board until the deadline of 30 June 2017 and that a target of 0 % should therefore be aimed for.

This status quo was maintained at the end of the deadline.

REPRESENTATION OF WOMEN ON THE SUPERVISORY BOARD

The YOC AG Supervisory Board had resolved that up to the fixed date of 30 June 2017, the status quo of the representation of women on the Supervisory Board was to be retained and a target figure of 0 % thus to be pursued.

This objective was met at the expiry of this period. The Supervisory Board of YOC AG presently still includes no women.

As an expansion of the Supervisory Board is not intended and a change to the Supervisory Board personnel is neither targeted nor foreseeable due to the current members' expertise which is of great importance to the company, the YOC AG Supervisory Board has agreed effective 30 June 2017 that the status quo for the representation of women on the Supervisory Board will be maintained and hence a target figure of 0 % is envisaged until 30 June 2022.

REPRESENTATION OF WOMEN ON THE MANAGEMENT BOARD

The YOC AG Supervisory Board had resolved that up to the fixed date of 30 June 2017, the status quo of the representation of women on the Management Board was to be retained and a target figure of 0 % thus to be pursued.

This objective was met at the expiry of this period. The Management Board of YOC AG presently still includes no women.

As an expansion of the Management Board and a change to the Board's personnel are neither intended nor foreseeable, the YOC AG Supervisory Board has agreed effective 30 June 2017 that the status quo for the representation of women on the Management Board shall be maintained and hence a target figure of 0 % is envisaged until 30 June 2022.

REPRESENTATION OF WOMEN IN THE TWO LEVELS OF MANAGEMENT BELOW THE MANAGEMENT BOARD

The Management Board of YOC AG had resolved that by 30 June 2017 at least 20 % of the positions within the first level of management below the Management Board shall be held by women. At the expiry date one director position was held by a woman. This corresponds to 33.33 %.

The Management Board of YOC AG had resolved with effect from the end of 30 June 2017 that by 30 June 2022 at least 20 % of the positions within the first level of management below the Management Board shall again be held by women. The first level of management below the Management Board corresponds with the level of directors. With the same deadline of 30 June 2017, at least 20 % of the positions within the second level of management below the Management Board shall be held by women. As of 30 June 2017, 50 % of these positions were held by women.

With the deadline of 30 June 2022, at least 20 % of the positions within the second level of management below the Management Board shall again be held by women. The second level of management below the Management Board includes the "Head of" level.

Berlin, April 2021

YOC AG THE MANAGEMENT BOARD THE SUPERVISORY BOARD

Ƴ Remuneration Report

The remuneration system currently in place and practised at YOC AG was introduced before the "German Corporate Governance Code" in the version of 16 December 2019 came into force on 20 March 2020 ("DCGK 2020"). The structure of the remuneration system is also due to the fact that the composition of the Executive Board and Supervisory Board has remained the same for many years and to the close ties between the company and the Executive Board and founder Mr Dirk-Hilmar Kraus.

The remuneration report is based on the information requirements on the remuneration system of listed stock corporations still applicable under commercial law as well as the "Recommendations of the German Corporate Governance Code" in the version of 7 February 2017.

With the Act Implementing the Second Shareholders' Rights Directive (Act of 12 December 2019 - Federal Law Gazette Part I 2019 No. 50 19 December 2019 p. 2637 - "ARUG II"), these disclosure obligations under commercial law were transferred to the newly created reporting system under stock corporation law.

The Supervisory Board of the Company is currently developing an Executive Board remuneration system for submission to the 2021 Annual General Meeting for approval, which complies with the requirements of ARUG II and which is based on the recommendations of the DCGK 2020. However, the DCGK 2020 does not require any adjustment of current contracts, so that the remuneration system was not changed in the past financial year.

This remuneration report explains the amount and structure of the Executive Board's income. In addition, the principles and amount of the remuneration of the Supervisory Board are described.

The remuneration report also contains information that, in accordance with the requirements of German commercial law, is part of the notes to the consolidated financial statements pursuant to section 314 of the German Commercial Code (HGB) and of the group management report pursuant to section 315 of the German Commercial Code (HGB).

┈ Remuneration of the Management Board

The Supervisory Board is responsible for setting the Management Board's remuneration. In doing so, it considers the company's size and activities, the company's economic and financial position, the duties of the Management Board member in question and, for comparative purposes, the amount and structure of management board remuneration elsewhere in the industry.

Management Board remuneration is performance-based. The remuneration is designed to be competitive in the market for highly qualified management personnel and to offer an incentive for successful performance.

It is generally comprised of a fixed basic remuneration amount plus a variable component.

› The basic remuneration is cash remuneration in a fixed amount for the year as a whole which is specific to the Management Board member's area of responsibility and is paid out in twelve monthly instalments.
› The variable component consists of cash remuneration as profit-sharing on YOC AG's results (EBITDA) according to IFRS and is subject to an upper limit.
› With the participation in the phantom stock option program set up in 2014, members of the Management Board selected by the Supervisory Board receive phantom stock options. The phantom stock option program simulates a stock option program with an actual share in the company's equity capital by the beneficiaries. Other than in a stock option program with "actual" stock options, the exercising of phantom options does not authorise to subscribe to company shares, but rather entitle the holder to claim a certain amount of money in cash from the company as further defined in the option terms and conditions. The phantom options do not give the holder any participation rights in the company under commercial law, in particular no sharebased claim to rights of information or participation, voting rights or participation in net profit.
› In addition, the contract of Executive Board member Dirk-Hilmar Kraus, which was renewed in March 2020 and runs until 31 March 2023, contains a one-time, performance-based compensation component subject to the condition of a change of control following a takeover bid.

The remuneration of the Management Board of YOC AG in financial year 2020 includes a fixed salary component totalling kEUR 141 (2019: kEUR 165) and a variable salary component of a further kEUR 26 (2019: kEUR 0).

Other than these, no prepayments, credits, securities, pension promises, or similar advantages were issued to the Management Board.

┈ REMUNERATION OF THE SUPERVISORY BOARD

Supervisory Board remuneration was set by the General Meeting of YOC AG on the basis of a proposal by the Management Board and Supervisory Board.

Supervisory Board remuneration is fixed at kEUR 12.5 for one financial year. The chairman of the Supervisory Board receives twice this amount and the deputy chair 1.5 times this amount.

For each face-to-face meeting of the Supervisory Board, each member of the Supervisory Board receives the amount of kEUR 1.0; the chairman of the Supervisory Board receives twice that; and the deputy chair 1.5 times that amount. No remuneration was granted for personally rendered services apart from the board activities, particularly for any consulting or referral services.

Remuneration for the activities of the Supervisory Board came to a total of kEUR 79 in financial year 2020 (2019: kEUR 79).

Remuneration Management Supervisory Board 2020 (in keur)

NAME	FIXED REMUNERATION	ATTENDANCE FEE	TOTAL
Dr Nikolaus Breuel (Chairman)	25	10	35
Konstantin Graf Lambsdorff	19	8	26
Sacha Berlik	13	5	18
TOTAL	56	23	79

Ƴ Events after the Statement of Financial Position Reporting Date

In cooperation with the Supervisory Board, the Management Board decided in the past financial year 2020 not to continue the Spanish subsidiary YOC Spain S.L. The liquidation and associated deconsolidation of the company took place on 31 March 2021. The liquidation and the associated deconsolidation of the company took place on 31 March 2021. The deconsolidation will result in income of EUR 0.2 million.

In 2018, convertible bonds with a total nominal amount of EUR 1.56 million and a four-year term were issued. These convertible bonds are convertible into a maximum of 193,825 ordinary shares of YOC AG.

On 30 March 2021, Eiffel Investment Group SAS (formerly Alto Invest S.A) declared the conversion of convertible bonds with a total nominal amount of EUR 1.5 million into a total of 187,500 ordinary shares of YOC AG. This corresponds to 5.69 % of the company's share capital.

No other events with a material impact on the net assets, financial position and results of operations occurred after the balance sheet date.

Berlin, 14 April 2021

DIRK-HILMAR KRAUS THE MANAGEMENT BOARD

Consolidated financial Statements

Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Cash Flow Statement
Consolidated Statement of Changes in Equity
Notes to the Financial Statements
Statement of Responsibility by the Management Board
Audit Report by the Independent Auditor
Management Board
Supervisory Board

Ƴ Consolidated Statement of Comprehensive Income

All figures in EUR

CONSOLIDATED INCOME STATEMENT	NOTE #	2020	2019 (ADJUSTED)
Revenue	6.1	15,492,397	14,854,069
Own work capitalised	6.2	509,658	314,270
Other operating income	6.3	76,647	256,541
Total output		16,078,702	15,424,880
Cost of materials	6.4	9,207,898	9,066,176
Personnel expenses	6.5	3,683,113	3,692,495
Other operating expenses	6.6	1,350,142	1,828,970
Earnings before interest, taxes, depreciation and amortization		1,837,549	837,239
Depreciation and amortisation expenses	7.1/7.2/7.3	704,960	512,041
Earnings before interest and taxes		1,132,589	325,198
Financial income		0	15
Financial expenses		264,138	246,072
Financial result	6.7	-264,138	-246,057
Earnings before taxes		868,451	79,142
Income taxes	6.8	222,714	145,271
Net income continuing operations		645,737	-66,129
Net income discontinued operations	5.1	-334,151	-406,385
Net income		311,586	-472,514
NET INCOME		311,586	-472,514

EARNINGS PER SHARE

Earnings per share basic	6.9	0.09	-0.14
Earnings per share diluted	6.9	0.09	-0.14

EARNINGS PER SHARE CONTINUING OPERATIONS

Earnings per share basic	6.9	0.20	-0.02
Earnings per share diluted	6.9	0.20	-0.02

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Net income		311,586	-472,514
Net other comprehensive income to be reclassified through profit or loss in subsequent periods:	9
Unrealised gains/losses from foreign currency translation		-236	14,355
Realised results from currency translation within the scope of deconsolidation within the scope of deconsolidation		26,608	0
Total other comprehensive income		26,372	14,355
TOTAL COMPREHENSIVE INCOME		337,958	-458,159

When using rounded amounts and key figures, differences may occur due to commercial rounding.

The previous year's figures were adjusted due to the application of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. For further information we refer to Chapter 5 "Result of discontinued operations".

Ƴ Consolidated Statement of Financial Position

All figures in EUR

ASSETS	NOTE #	31/12/2020	31/12/2019
Non-current assets		2,321,366	2,170,423
Property, plant and equipment	7.1	95,925	126,091
Intangible assets	7.2	1,470,286	1,043,944
Rights of use from leasing	7.3	755,155	1,000,388
Current assets		4,878,688	4,301,090
Trade receivables	7.4	3,873,929	3,024,147
Other financial receivables	7.4	134,151	285,129
Cash and cash equivalents	7.5	870,608	991,814
TOTAL ASSETS		7,200,055	6,471,513

EQUITY AND LIABILITIES	NOTE #	31/12/2020	31/12/2019
Equity		-4,014,807	-4,352,765
Subscribed capital	7.6	3,292,978	3,292,978
Additional paid in capital	7.6	20,961,224	20,961,224
Retained earnings	7.6	-28,224,307	-28,535,893
Other comprehensive income from currency translation differences	7.6	5,617	-20,756
Own shares	7.6	-50,319	-50,319
Non-current liabilities		2,949,996	3,194,498
Provisions	7.7	83,831	68,903
Leasing liabilities	7.8	622,662	853,610
Other financial liabilities	7.8	2,243,503	2,271,985
Current liabilities		8,264,865	7,629,780
Prepayments received	7.8	80,849	901
Trade payables	7.8	3,053,928	3,810,615
Other liabilities	7.8	667,657	422,339
Other financial liabilities	7.8	3,953,888	3,113,313
Leasing liabilities	7.8	230,432	224,350
Tax liabilities	6.8	278,111	58,262
TOTAL EQUITY AND LIABILITIES		7,200,055	6,471,513

When using rounded amounts and key figures, differences may occur due to commercial rounding.

Ƴ Consolidated Cash Flow Statement

All figures in EUR

CONSOLIDATED CASH FLOW STATEMENT	NOTE #	2020	2019
Net income continuing operations	6.10	645,737	-66,129
Net income discontinued operations	5.1	-334,151	-406,385
Depreciation and amortisation		747,060	570,067
Taxes recognised in the income statement		222,714	146,469
Interest recognised in the income statement		264,850	247,496
Other non-cash income and expenses		21,860	-263,659
Cash-Earnings	8.1	1,568,070	227,859
Changes in receivables and other financial receivables		-698,804	1,405,725
Changes in liabilities, prepayments and other liabilities		339,498	-182,305
Changes in provisions		14,928	-27,311
Changes in other assets and liabilities		0	77,572
Interest received		0	15
Interest paid		-146,021	-109,758
Interest paid leasing		-57,118	-65,685
Income taxes paid		0	-113,462
Cash flow from operating activities	8.1	1,020,553	1,212,649
Purchase of property, plant and equipment		-33,405	-85,145
Purchase of intangible assets		-214,917	-149,982
Outflow from development costs		-646,153	-393,055
Disposal of assets		985	10,735
Cash flow from investing activities	8.1	-893,490	-617,447
Repayment of lease liabilities		-223,269	-167,618
Loan repayment		-225,000	-200,000
Issuance of loans		200,000	100,000
Cash flow from financing activities	8.1	-248,269	-267,618
Net increase / decrease	8.2	-121,206	327,585
Cash and cash equivalents at the beginning of the period	8.2	991,814	664,228
Cash and cash equivalents at the end of the period	8.2	870,608	991,814

When using rounded amounts and key figures, differences may occur due to commercial rounding.

Ƴ Consolidated Statement of Changes in Equity

All figures in EUR

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	NOTE #	SUBSCRIBED CAPITAL	ADDITIONAL PAID IN CAPITAL	RETAINED EARNINGS	OTHER COMPRE HENSIVE INCOME FROM CURRENCY TRANSLATION DIFFERENCES	OWN SHARES	TOTAL
As of 01/01/2019		3,292,978	20,961,224	-28,063,379	-35,111	-50,319	-3,894,606
Net income	6.10			-472,514			-472,514
Currency translation differences	4.5/9				14,355		14,355
Comprehensive income	9	0	0	-472,514	14,355	0	-458,159
As of 31/12/2019		3,292,978	20,961,224	-28,535,893	-20,756	-50,319	-4,352,765

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	NOTE #	SUBSCRIBED CAPITAL	ADDITIONAL PAID IN CAPITAL	RETAINED EARNINGS	OTHER COMPRE HENSIVE INCOME FROM CURRENCY TRANSLATION DIFFERENCES	OWN SHARES	TOTAL
As of 01/01/2020		3,292,978	20,961,224	-28,535,893	-20,756	-50,319	-4,352,765
Net income	6.10			311,586			311,586
Currency translation differences	4.5/9				26,372		26,372
Comprehensive income	9	0	0	311,586	26,372	0	337,958
As of 31/12/2020		3,292,978	20,961,224	-28,224,307	5,617	-50,319	-4,014,807

No shares are held by non-controlling shareholders.

When using rounded amounts and key figures, differences may occur due to commercial rounding.

Ƴ Notes to the Financial Statements

1. General information	71
2. Application of new or amended standards	71
2.1 Standards and interpretations to be applied in the current financial year	71
2.2 Published standards and interpretations whose application is not yet mandatory	71
3. Consolidation	72
3.1 Consolidation principles	72
3.2 Consolidated companies	72
4. Accounting and measurement principles	73
4.1 General principles	73
4.2 Important judgements and estimation uncertainties	75
4.3 Management of capital and going concern	76
4.4 Impact of COVID-19 on the financial statements 2020	76
4.5 Currency effects and currency translation	77
4.6 Interest effects	77
5. Result from discontinued operations	78
5.1 Discontinued operations	78
5.2 Cash flow discontinued operations	78
6. Notes to the Statement of Comprehensive Income	79
6.1 Revenue	79
6.2 Own work capitalised	79
6.3 Other operating income	79
6.4 Cost of materials	80
6.5 Personnel expenses	80
6.6 Other operating expenses	80
6.7 Interest	80
6.8 Income taxes	81
6.9 Earnings per share	82
6.10 Segment reporting	83
7. Notes to Individual Items in the Statement of Financial Position	85
7.1 Property, plant and equipment	85
7.2 Intangible assets	85
7.3 Rights of use from leasing	87
7.4 Receivables and other financial assets	87
7.5 Cash and cash equivalents	88
7.6 Equity	89
7.7 Provisions and share-based remuneration	89
7.8 Liabilities	90
7.9 Other disclosures on financial instruments	91
8. Notes to the Cash Flow Statement	94
8.1 Cash flow from individual activities	94
8.2 Cash funds	94
9. Notes to the Statement of Change in Equity	95
10. Other Disclosures	95
10.1 Guarantees, contingent liabilities and similar obligations	95
10.2 Events after the statement of financial position reporting date	95
10.3 Report on risks and opportunities	95
10.4 Related party disclosures	96
10.5 Management Board and Supervisory Board remuneration	96
10.6 Auditor's fees	97
10.7 Declaration of conformity with the German Corporate Governance Code	97

Ƴ 1. General information

YOC AG, with headquarters at Greifswalder Str. 212, Berlin, Germany, is an international provider of mobile advertising technology.

YOC AG is listed in the Prime Standard of the Frankfurt Stock Exchange under the identification number WKN: 000593273 / ISIN: DE0005932735.

The consolidated financial statements of YOC AG as of 31 December 2020 have been prepared pursuant to Sect. 315e of the German Commercial Code (HGB) in accordance with the principles of the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB),

London, United Kingdom, and with the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) as applicable in the European Union (EU) as effective on the reporting date.

The consolidated financial statements provide a fair presentation of the company's net assets, financial position and results of operations.

The Management Board of YOC AG prepared the consolidated financial statements and authorised their submission to the company's Supervisory Board on 14 April 2021.

Ƴ 2. Application of new or amended standards

┈ 2.1 Standards and interpretations to be applied in the current financial year

In the current fiscal year 2020, all standards whose application is mandatory as of 01 January 2020 were observed.

In October 2018, the IASB published amendments to IFRS 3 "Business Combinations". The amendments provide clarification on the determination of whether a business or a group of assets has been acquired.

The amended definition of a business operation highlights that the creation of outputs of a business operation focuses on goods and services provided to customers.

The previous definition focused on returns in the form of dividends, reduced costs and other economic benefits to shareholders and others.

The distinction between a business operation and a group of assets is material, as the buyer recognizes goodwill only when it purchases a business operation.

The amendments are effective for annual periods beginning on or after 01 January 2020.

As the Group's current approach is consistent with these amendments, there was no impact on the consolidated financial statements as a result of the adoption.

┈ 2.2 Published standards and interpretations whose application is not yet mandatory

The IASB has adopted the following standards which are fundamentally relevant to YOC AG or have been amended.

However, the application of these standards is not yet mandatory, as their adoption by the EU into European law has not yet been implemented.

The Management Board of YOC AG assumes that the listed standards and interpretations will be applied in the consolidated financial statements of the financial year in which their application is mandatory, provided that the relevant cases of application exist.

STANDARD	CHANGES / INTERPRETATIONS	EFFECTIVE DATE	EXPECTED EFFECTS
IAS 16	Property, plant and equipment - revenue before intended use (Amendment to IAS 16)	01 January 2022	none
IFRS 4	Extension of the temporary exemption from the application of IFRS 9 (Amendment to IFRS 4)	01 January 2021	none
IFRS 4	Interrest Rate Benchmark Reform (Amendment to IFRS 9, IAS 39, IFRS 7 and IFRS 16)	01 January 2021	none
IAS 37	Onerous contracts - costs of fulfilling a contract (Amendment to IAS 37)	01 January 2022	in review
IFRS 3	References to the Framework	01 January 2022	insignificant
IAS 8	Definition of accounting estimates (Published: 12 February 2021)	01 January 2023	insignificant
IAS 1	Classification of liabilities as current or non-current amendment to IAS 1, Practice Statement 2 (Published: 12 February 2021)	01 January 2023	insignificant
IAS 1	Definition of materiality (Published: 12 February 2021)	01 January 2023	in review
IFRS 17	Insurance contracts including amendments to IFRS 17	01 January 2023	none

Ƴ 3. Consolidation

┈ 3.1 Consolidation principles

The consolidated financial statements include those companies which YOC AG controls.

Control of an investee is considered to exist when the group is exposed, or has rights to, variable returns from its involvement with the investee, and is able to apply its power of disposition over the affiliated company to affect those yields.

The inclusion of subsidiaries in the consolidated financial statements begins from the date on which YOC AG achieves control over the subsidiary.

It ends at the time at which control of the subsidiary is lost.

The separate financial statements of the consolidated companies are prepared as of the reporting date of the consolidated financial statements.

All inter-company earnings and expenses as well as assets, liabilities and equity capital are eliminated in full.

┈ 3.2 Consolidated companies

The scope of consolidation of YOC Group comprises the following five companies as at 31 December 2020:

	FULLY CONSOLIDATED COMPANIES	SHARE IN %	HELD THROUGH NO.	SINCE
	DOMESTIC
1	YOC AG, Berlin	-	-	-
2	YOC Mobile Advertising GmbH, Berlin	100 %	1	11/03/2009
	FOREIGN
2	YOC Central Eastern Europe GmbH, Vienna, Austria	100 %	1	01/06/2009
3	YOC Spain, S.L., Madrid, Spain	100 %	1	22/09/2009
4	YOC Poland Sp. z o. o., Warsaw, Poland	100 %	1	04/04/2019

The liquidation of YOC Mobile Advertising Limited (London) took place on 31 March 2020 and was consequently deconsolidated in the financial year 2020. In cooperation with the Supervisory Board, the Management Board decided in the past financial year 2020 not to continue the Spanish company YOC Spain S.L.. The liquidation and the associated deconsolidation of the company will take place on 31 March 2021.

Ƴ 4. Accounting and measurement principles

┈ 4.1 General principles

YOC AG functions as the parent company of the group and directly holds a 100 % interest in all of the companies in the YOC Group.

The financial year for all subsidiaries coincides with the calendar year.

The consolidated statement of financial position is structured according to IAS 1, "Presentation of Financial Statements", and the principle of maturity. Consequently, the statement items are divided into non-current and current assets or liabilities respectively.

Assets and liabilities are generally classified as current when they have a remaining term to maturity or turnover within the scope of ordinary business operations of less than one year. Accordingly, assets and liabilities are classified as non-current when they remain within the company for more than one year.

The annual financial statements of the companies included in these consolidated financial statements are based on uniform accounting and measurement principles.

The consolidated financial statements are presented in Euros. For purposes of clarity and comparability, all amounts are generally (unless otherwise declared) stated in kEUR.

Minor rounding differences may occur as a result of commercial rounding of individual items and percentages.

The total income is presented in two separate statements: the income statement according to the expenses method and the statement of comprehensive income.

The accounting and measurement principles described below have been applied to the consolidated financial statements:

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is measured at historical or production cost and depreciated on a straight-line basis over the expected economic life (three to eight years).

If there is an indication of impairment, an impairment test also is performed. Gains and losses from asset disposals are recognised in other operating income or in other operating expenses respectively.

INTANGIBLE ASSETS

Intangible assets include both acquired and selfdeveloped intangible assets. Acquired intangible assets are valued at cost and, if applicable, less accumulated depreciation and impairment.

They include both those intangible assets which have been acquired as a result of business combinations, if they meet the recognition criteria of IFRS 3, and those intangible assets which have been acquired separately.

Internally-generated intangible assets from which it is probable that future economic benefits will flow to the group and which meet the recognition criteria of IAS 38, "Intangible Assets", are measured at the production costs incurred during the development phase of the assets.

Capitalized development costs include directly attributable costs as well as an internally calculated general cost key.

Research costs and development costs that cannot be capitalised are recognised in full as expenses in the periods in which they are incurred.

Unless intangible assets have an indefinite useful life, they are amortised on a straight-line basis over their expected useful life.

In the case of internally-generated intangible assets, amortisation begins from the date on which the assets are completed. If there are indications of impairment, an impairment test is also performed.

If impairment losses occur, intangible assets are written down to their recoverable amount.

The useful lives are as follows:

	USEFUL LIVE IN YEARS
Internally developed software	3 to 5
Acquired software and licences	3 to 8
Operating and office equipment	3 to 8

RECEIVABLES AND OTHER FINANCIAL ASSETS

Pursuant to IFRS 9, receivables and other financial assets are allocated to "at amortised acquisition cost" and recognised at their transaction price. The contract assets include those revenues that have been generated, but not yet invoiced as of the reporting date. Contract assets are, on grounds of materiality, recognised as trade and other receivables.

They are subsequently measured at amortised acquisition cost, where required, under application of the effective interest method minus any impairment resulting from a difference between the booking value of the receivable and the estimated future cash flow to be expected from this receivable.

Impairment losses are recognised as other operating expense. Other financial assets that are not financial instruments pursuant to IFRS 7 are initially recognised at acquisition cost. They are subsequently measured at amortised acquisition cost taking into consideration any impairments.

The application of IFRS 9 resulted in the formation of expected credit loss (ECL) for trade and other receivables. No impairment on other financial instruments has occurred.

The Group uses a simplified method for calculating the expected credit loss from trade and other receivables. Hence, it does not retrace changes in the credit risk but instead charts a risk prevention based on the expected credit loss over the full term on every reporting date.

The Group has drawn up a value adjustment matrix based on its previous experiences with credit losses, adjusted for future-oriented factors specific to the debtors and for economic conditions. All receivables and other financial assets recognised are current.

CASH AND CASH EQUIVALENTS

Payment instruments including cash balances and bank balances are allocated to "at amortised acquisition cost" pursuant to IFRS 9. Cash equivalents comprise short-term investments with a remaining term at purchase of up to 90 days, which display a low risk of fluctuations in value. Cash and cash equivalents are measured at nominal value.

DEFERRED TAX

Deferred taxes are recognised on temporary differences between the tax valuations of assets and liabilities and their carrying amounts in the consolidated financial statements, and on loss carry forwards, to accurately account for future tax liability and relief. Deferred taxes were measured using the expected tax rates based on current law as of the end of the financial year.

The tax calculations took into consideration the circumstances particular to the individual legal entities.

For foreign companies, the tax rates used were those specific to the country in which they are based.

Deferred tax liabilities have been recognised for all taxable temporary differences. Deferred tax assets have been recognised in those cases in which it is sufficiently certain that they can be realised in the near future.

The tax effect of tax loss carry forwards was capitalised to the extent to which the future use of such loss carry forwards is expected. Deferred tax assets and liabilities are presented net to the extent that a legal claim to set-off against the same tax authority exists.

EQUITY

Own shares are measured at cost and deducted from equity with no effect on the income statement.

This is reported in a separate item in the statement of financial position. Buying, selling, issuing and recalling of own shares are recognised with no effect on the income statement.

PROVISIONS

Provisions are made for present legal and constructive obligations to third parties if the obligation is likely to lead to a future outflow of resources and the amount of the obligation can be reliably estimated.

Provisions are recognised at the expected settlement amount, with long-term provisions being recognised at present value. To calculate the present value, provisions are discounted to the reporting date on the basis of a risk- and duration-adequate market interest rate.

ADVANCES RECEIVED, LIABILITIES AND TAX LIABILITIES

The liabilities explained in the notes include advance payments received, trade payables, other financial and non-financial liabilities, tax liabilities and leasing liabilities.

Financial liabilities as defined by IFRS 7 are trade payables, financial liabilities, and liabilities for invoices not yet received.

In accordance with IFRS 15, liabilities include contract liabilities from advance payments received resulting from performance obligations to customers.

They are recognised at fair value. Non-current liabilities are subsequently measured at amortised cost using the effective interest method. Current liabilities are subsequently measured at the settlement amount, without discount. Tax liabilities are recognised in the amount of the anticipated tax payments.

REVENUES

YOC Group generates its revenue by performing mobile advertising services. Revenue is recognised at the time of service and on a gross basis.

YOC concludes contracts with advertisers. The company determines the selling prices of the advertising media sold at its own discretion, provides essential technical integration services to enable the delivery of digital advertising campaigns, performs mainly billing and collection activities and performs advertising services independently in its own name and for its own account. In addition, YOC monitors economic access to the publishers' advertising inventory at all times. As a result, YOC acts as principal and therefore reports gross revenues and corresponding costs. Services are rendered by providing advertising services based on the agreements with the advertisers. The quantity of delivered ad formats provides the basis for calculating revenues.

Deliveries are usually measured in ad impressions, clicks, downloads or other activities of mobile web users. Deliveries are performed by using software applications and advertising formats developed in-house at YOC.

Advertisers are predominantly charged for ad impressions on a CPM-basis (cost per mille). The performance-based pricing models CPC (cost per click) and CPI (cost per install) are also being applied. Related publisher remunerations are recognised on an accrual basis as purchased services in cost for materials.

Revenue is measured at the fair value of the counter performance and net of amounts from bonus agreements with customers and net of discounts or similar deductions.

INTEREST

Interest income and expenses are recognised in profit or loss according to the effective interest method.

LEASES

The rights of use and the corresponding lease liabilities are recognized in the balance sheet.

Rights of use under leases are capitalized at present value at the inception of the lease and amortized on a straight-line basis over the lease term. Leasing liabilities are recognised from the time they are being used at present value of those lease payments not yet settled and measured through the incremental borrowing rate. They are updated according to the effective interest method. Interest expenses are recognised in the financial result. For liabilities against the lessor, the appropriate amount is classified as liabilities. Repayments of these liabilities are shown in the cash flow statement as cash flow from financing activities.

┈ 4.2 Important judgements and estimation uncertainties

The preparation of the consolidated financial statements in accordance with IFRS requires assumptions and discretionary decisions to be made that relate to the future and, by their very nature, do not have to correspond to circumstances that will occur later. Such assumptions and estimates affect the recognition and measurement of assets and liabilities as well as income and expenses. The estimates and assumptions in these consolidated financial statements are based on empirical values and other factors that are considered plausible and commercially reasonable under the given circumstances. Since assumptions and estimates may differ from actual values and have a significant effect on the company's net assets, financial position and results of operations, these assumptions and estimates are subject to regular review.

Key estimates and assumptions are made in respect of the following issues in particular:

REVENUE RECOGNITION

As part of the first-time application of IFRS 15, the assessment of the recognition of revenue as principal or agent was reviewed on the basis of the revised requirements of the new accounting standard. The company performed an in-depth analysis of all the requirements of IFRS 15 for a principal position with regard to the business model of the YOC Group.

Key elements taken into account in the discretionary decision were the following in particular, the assessment of the significant extent of integration services provided by the YOC Group, the assumption of the risk of performance failure and default for the full advertising service, the economic control of the advertising inventory of publishers and the ability of the company to determine the price with advertisers.

In accordance with this discretionary decision, YOC Group acts as principal and reports revenue of kEUR 15,492 (2019: kEUR 14,854) in financial year 2020. Compensation to publishers in the amount of kEUR 8,405 (2019: kEUR 8,412) is recognised in cost of materials. A different decision would have led to the recognition of the difference between revenues and compensation to publishers as revenue recognition.

The conclusion of agency agreements and the associated agency reimbursements are of particular importance in the advertising industry. These represent a kind of annual revenue guarantee or minimum purchasing volume with the respective media agencies. In return, they receive a contractually agreed rebate in the following year, which is partly determined on the basis of estimates.

DEFERRED TAX ASSETS

Deferred tax assets are recognised if sufficient taxable income is available in the future. Recognition takes into account projected results from operations and the earnings effects from the reversal of taxable timing differences. Based on the projected future taxable income, the company's management assesses on each reporting date the recoverability of deferred tax assets.

As future business developments are uncertain and to some extent beyond the control of the company's management, it is necessary to make assumptions in order to estimate the amount of taxable income in the future as well as the date on which deferred tax assets will be realised. Estimated values are adjusted in the period in which sufficient information is available for such an adjustment.

If the management proceeds from the assumption that deferred tax assets will remain fully or partially unrealised, a value adjustment is made in the corresponding amount.

Further information can be found in the notes under section 6.8.

DEVELOPMENT COST

The group capitalises development costs for those internally developed intangible assets which are likely to be of benefit the group in future and which meet the recognition criteria of IAS 38, "Intangible Assets".

The initial recognition of cost is based on the management's assessment that technical and economic feasibility is given.

The internally developed software is valuated at the production cost arisen during the development stage of the assets in question.

The carrying amount of capitalised development costs as at 31 December 2020 was kEUR 646 (2019: kEUR 393).

Further information can be found in the notes under section 6.2.

LEASES

The YOC Group is required to determine the lease terms. They are based on the basic term of the respective lease and, after careful consideration, the relating options for renewal and termination.

The company has entered into several leasing contracts that include options for renewal and termination.

The Management assesses the exercise of renewal and termination options based on economic principles in order to determine whether the exercise of the respective options is reasonably certain.

For leases with an indefinite term it is assumed that the lease object will be used by the YOC Group within the following 24 months.

It is also assumed that all options for renewal will be exercised. The company also considers short-term leases as well as low-value leases.

For the valuation of leases, the YOC Group makes use of the incremental borrowing rate. The weighted average interest rate is 5.75 %.

┈ 4.3 Management of capital and going concern

The Management Board is informed about the development of YOC Group's equity through regular reporting of key figures such as sales development, contribution margin or EBIDTA.

The aim is to cover the financing requirements in the short to medium term with equity. In addition, regular monitoring of liquidity risks takes place in order to analyze cash flow fluctuations and to identify liquidity bottlenecks in good time and take countermeasures.

Accounting and valuation are generally based on the going concern assumption.

Expectations for the current fiscal year 2021 are positive despite the ongoing Corona pandemic. Compared to the previous year, it should be possible to significantly increase both sales and operating profit. We assume that it will be possible to gradually contain the pandemic in Europe in the further course of the year. We do not expect a comparative slump or shock in global advertising spending in the advertising industry, which occurred in the second quarter of 2020, even if the pandemic continues.

However, the Company's revenue forecast is based on the assumption of progress in the widespread provision as well as administration of suitable vaccines. In addition, the forecast for further business development is based on the assumption that, at least in the second half of 2021, no further lockdown measures will be necessary in the core markets relevant to us.

Overall, YOC Group anticipates rising sales revenues in the range of EUR 17.0 million to EUR 18.0 million with a continued disproportionately low increase in the cost structure.

Based on this revenue forecast, the company expects a further increase in operating earnings before interest, taxes, depreciation and amortization (EBITDA) to EUR 1.75 million to EUR 2.25 million in financial year 2021.

As a consequence, the consolidated profit after tax for the financial year 2021 should reach a level of EUR 0.75 million to EUR 1.25 million.

In order to have sufficient liquidity in the forecast period without capital measures, the Company and the Group must realize the planned business performance, in particular a significant increase in sales and an improvement in operating profit. The continued existence of the parent company and thus of the Group as a going concern depends on the planned business performance being realized.

With regard to planning and liquidity risks, we also refer to the sections "Development of the financial position and net assets of YOC Group" and "Opportunity and risk report" in the group management report.

┈ 4.4 Impact of COVID-19 on the financial statements 2020

The past year 2020 has not only been turbulent, but has impacted, challenged, and changed the lives of people around the world. With the Corona pandemic, an unforeseen event has hit the global community of states, but also the global economy.

YOC AG was also affected by the pandemic. After two successful opening months of the 2020 financial year, we already had to accept cancellations and declines in bookings in March.

The second quarter of 2020 was particularly affected, before the company was able to report increased, profitable growth again in the second half of 2020.

In order to limit the economic impact on the Company, countermeasures were implemented immediately at the beginning of the crisis, including the utilization of short-time work and further cost savings.

The utilization of the options created by the respective states of the European Community to reduce working hours (short-time work) in order to reduce personnel expenses in the context of the Corona crisis had a mitigating effect on expenses in the second and, in part, also in the third quarter of the 2020 financial year totalling EUR 0.6 million.

Of this amount, around EUR 0.1 million was attributable to the reimbursement of social security contributions.

In accordance with IAS 20 "Accounting for Government Grants and Disclosure of Government Assistance," the subsidies for social security contributions are reported net in personnel expenses.

Due to the low volume of business as well as the particular challenges triggered by the Corona crisis, YOC Group discontinued its activities in the Spanish market.

┈ 4.5 Currency effects and currency translation

The functional currency of the parent company and the presentation currency of the Group is the Euro.

When transactions are invoiced in a foreign currency, receivables and liabilities are translated into the functional currency and entered in the accounting records at the exchange rate applicable on the closing date of the transaction.

Receivables and liabilities existing on the reporting date are adjusted to take exchange rate fluctuations into account.

For the annual financial statements of foreign subsidiaries, currencies are translated according to the functional currency concept.

The functional currency of a subsidiary is its national currency.

Assets and liabilities of affiliated companies whose functional currency is not the Euro are translated into Euros at an exchange rate that is valid on the reporting date.

Changes during the year as well as expenses and income are translated into Euro using annual average exchange rates.

Equity is translated using the historical exchange rate. Differences resulting from the translation at endof-period exchange rates are recorded as exchange differences in equity.

Currency is translated based on the following exchange rates:

	CLOSING RATE			AVERAGE RATE
	31/12/2020	31/12/2019	2020	2019
1 Euro (EUR) = Pound Sterling (GBP)	0,9045	0,8537	0,8892	0,8769
1 Euro (EUR) = US-Dollar (USD)	1,2282	1,1199	1,1414	1,1194
1 Euro (EUR) = Polish Zloty (PLN)	4,5490	4,2576	4,4398	4,2933

The following table indicates the sensitivity of the group's consolidated pre-tax earnings when compared to a reasonably possible significant exchange rate change as a percentage of the Pound Sterling (GBP), Polish Zloty (PLN) or the US-Dollar (USD).

FOREIGN CURRENCY	FOREIGN EXCHANGE RATE TREND (IN PERCENTAGE POINTS)	EFFECT ON COMPREHENSIVE INCOME BEFORE TAX (IN KEUR)
2020
Pound Sterling (GBP)	+5	0
	- 5	0
US-Dollar (USD)	+5	-83
	- 5	91
Polish Zloty (PLN)	+5	-2
	- 5	-2
2019
Pound Sterling (GBP)	+5	0
	- 5	0
US-Dollar (USD)	+5	-36
	- 5	40
Polnische Zloty (PLN)	+5	9
	- 5	-9

All monetary items in foreign currency are factored into the sensitivity. All other variables remain constant in the analysis.

┈ 4.6 Interest effects

An increase of the three-month EURIBOR by two percent would not significantly affect the financial result, as neither the shareholder loans nor the YOC convertible bonds 2018- 2022 from financial year 2018 are linked to the EURIBOR development.

Ƴ 5. Result from discontinued operations

┈ 5.1 Discontinued operations

In accordance with the requirements of IFRS 5, the closure of the Spanish location necessitates the separate presentation of discontinued operations and the adjustment of the previous year's figures for better comparability.

The result of the subsidiary YOC Spain S.L., which is no longer operational, had the effect of reducing profits by kEUR 329 in the financial year 2020. The deconsolidation of the British subsidiary in the amount of kEUR 5 additionally influenced the result of discontinued operations.

The net income components of discontinued operations as of 31 December 2020 are as follows:

NET INCOME DISCONTINUED OPERATIONS (IN KEUR)	2020	2019 (ADJUSTED)
Total output	116	324
Costs	407	670
EBITDA	-291	-346
Depreciation	42	58
Financial result	-1	-1
Earnings before taxes	-334	-405
Income taxes	0	1
NET INCOME	-334	-406

Earnings per share (diluted in EUR)	-0.10	-0.12
Earnings per share (basic in EUR)	-0.10	-0.12

As of 31 December 2020, liabilities from the Spanish company in the amount of kEUR 246 and assets totalling kEUR 39 remain on the consolidated balance sheet, which will result in net income of kEUR 206 in the first quarter of 2021 due to the complete winding up of the subsidiary.

┈ 5.2 Cash flow discontinued operations

The cash flow from discontinued operations is as follows:

CASH FLOW FROM DISCONTINUED OPERATIONS (IN KEUR)	2020	2019 (ADJUSTED)
Cash flow from operating activities	14	7
Cash flow from investing activities	0	0
Cash flow from financing activities	-22	-30
TOTAL	-7	-23

Ƴ 6. Notes to the Statement of Comprehensive Income

┈ 6.1 Revenue

In fiscal year 2020, the Company increased its revenues at Group level by 4 % to kEUR 15,492 (2019: kEUR 14,854).

The share of sales deductions decreased to 68 % in the 2020 reporting year (2019: 71 %). The change is based on the steadily increasing programmatic revenue shares, which result in significantly lower sales deductions. Sales deductions include refunds, bonuses, agency commissions, discounts granted and other rebates to customers.

REVENUE (IN KEUR)	2020	2019
Revenue	48,955	51,311
Revenue deductions	33,463	36,457
TOTAL	15,492	14,854

The YOC Group makes use of the leniency rules of IFRS 15, whereby outstanding obligations from contracts with an expected initial term of up to one year as well as revenues recognised in accordance with invoicing are exempt from the disclosure requirement.

┈ 6.2 Own work capitalised

In 2020, development costs of internally generated software amounting to kEUR 510 (2019: kEUR 314) have been capitalized. The company focused its development activities in financial year 2020 on the further development of VIS.X®, the company's proprietary technology platform for highly automated media trading. VIS.X® gives YOC Group a sustainable competitive advantage and independence from third-party providers through programmatic trading of highly effective advertising products.

In addition, the business intelligence tool YOC Hub was further developed in the financial year 2020. With YOC Hub, the publisher partners of YOC Group are provided with a reporting and analysis tool that enables the management and evaluation of marketing activities in real time.

At the same time, all of YOC's product lines were revised or expanded. The company also continued to develop its advertising formats and launched the new YOC Branded Takeover product line in the third quarter of 2020. In 2020, the VIS.X® Software Development Kit (SDK) was also developed and launched on the market at the end of the year. It enables mobile app developers to benefit from the value created by the VIS.X® platform and to improve the advertising utilization and revenues of their mobile apps. The recognition criteria of IAS 38 are met. Directly attributable direct costs are capitalized as production costs as well as an internally calculated overhead key for internally generated software. Production costs are determined on the basis of hours worked, measured using hourly rates per employee.

Total costs for the development of new products and technical innovations were increased in the fiscal year and amounted to kEUR 931 (2019: kEUR 471).

The Company focused on programmatic media trading and the provision or connection of high-performance demand-side platforms (DSP), on the development of private market places (PMP) for automated trading of advertising spaces, and on the market launch of its own advertising formats and their availability in programmatic real-time trading.

┈ 6.3 Other operating income

The Group's other operating income amounted to kEUR 77 (2019: kEUR 257). The change compared to the previous year is mainly due to the decrease in income from the derecognition of purchase invoices not received.

OTHER OPERATING INCOME (IN KEUR)	2020	2019
Income from derecognition of invoices not yet received	49	140
Income from derecog nition of liabilities due to limitation of claims	13	55
Income from derecognition of personnel liabilities	5	8
Income from selling fixed assets	1	11
Other income	9	43
TOTAL	77	257

┈ 6.4 cost of Materials

The cost of materials for purchased services increased to kEUR 9,208 (2019: kEUR 9,066) and mainly includes costs for publisher fees incurred and expenses for the technical infrastructure for the provision of services.

┈ 6.5 Personnel expenses

In fiscal 2020, personnel expenses decreased slightly year-on-year to kEUR 3,683 (2019: kEUR 3,692).

In the past financial year 2020, YOC Group was able to retain top performers and recruit new qualified employees for key positions.

The company was thus able to effectively counteract the shortage of skilled workers.

The use of the options created by the respective countries of the European Community to reduce working hours (short-time work) in order to reduce personnel expenses in the context of the Corona crisis had a mitigating effect on expenses in the second and, in part, also in the third quarter of financial year 2020 in the total amount of EUR 0.6 million. Of this amount, around EUR 0.1 million was attributable to the reimbursement of social security contributions.

In accordance with IAS 20 "Accounting for Government Grants and Disclosure of Government Assistance," the grants for social security contributions are reported net in personnel expenses.

Social security contributions include contributions of kEUR 5 (2019: kEUR 6) for direct insurance policies and contributions to statutory pension insurance (defined contribution plan) of kEUR 316 (2019: kEUR 256).

The average number of employees (excluding the Management Board) increased to 46 in the reporting period (2019: 40 employees).

As of 31 December 2020, YOC Group had 48 permanent employees (2019: 43 employees).

┈ 6.6 Other operating expenses

Other operating expenses of kEUR 1,350 were kEUR 479 below the previous year's level (2019: kEUR 1,829).

The cost control measures implemented in previous years continued to have an effect. In addition, the Company was able to reduce other operating expenses through strict cost management, thereby reducing the negative economic impact of the Corona crisis.

OTHER OPERATING EXPENSES (IN KEUR)	2020	2019
Current operating expense	336	403
Legal and consulting expense	291	235
Outside services	220	400
Marketing, communication and media placement	123	313
Expense from currency translation	83	69
Supervisory Board	79	79
Stock exchange listing fees	57	53
Recruiting and training expense	50	92
Travel costs	28	81
Other operating expenses	83	104
TOTAL	1,350	1,829

┈ 6.7 Interest

Interest expenses of kEUR 264 (2019: kEUR 246) mainly include interest from shareholder loans, the YOC convertible bond 2018-2022 and from lease liabilities in accordance with IFRS 16.

NET INTEREST (IN KEUR)	2020	2019
Interest expense from current liabilities	20	20
Interest expense from non-current liabilities	244	226
Interest expenses	264	246
FINANCIAL RESULT	-264	-246

┈ 6.8 Income taxes

Tax expenses for the financial year 2020 consists of the following:

INCOME TAXES
(IN KEUR)	2020	2019

ACTUAL INCOME TAXES

Total actual income taxes	223	145
Actual taxes on foreign income	223	145
Actual taxes on domestic income	0	0

DEFERRED TAXES

Total deferred taxes	0	0
Deferred foreign taxes	0	0
Deferred domestic taxes	0	0

OTHER TAXES

Other domestic taxes	0	0
Total other taxes	0	0
TOTAL INCOME TAXES CONTINUING OPERATIONS	223	145
Total income taxes discontinued operations	0	1
TOTAL INCOME TAXES	223	146

Current income taxes comprise corporate income tax, trade tax, solidarity surcharge and foreign income taxes.

Deferred taxes recognized in profit or loss break down as follows:

DEFERRED TAXES RECOGNISED THROUGH PROFIT OR LOSS (IN KEUR)	2020	2019
From temporary differences	543	500
From loss carryforwards and tax credits	-543	-500
TOTAL DEFERRED TAXES RECOGNISED THROUGH PROFIT OR LOSS	0	0

The expected tax expense is calculated by multiplying the consolidated profit before tax by the parent company's tax rate of 30.41 % (2019: 30.30 %).

The relevant tax rate is calculated in accordance with the tax regulations applicable at the reporting date. Corporate income tax, the solidarity surcharge and trade tax are taken into account accordingly.

Deferred taxes for German entities are recognized using a corporate income tax rate of 15 % and a solidarity surcharge of 5.5 %.

The trade tax rate is calculated on the basis of a 3.5 % measurement figure and the respective municipality-specific assessment tax rate.

The following table shows the reconciliation from the expected to the actually reported tax expense for the Group as a whole:

RECONCILIATION (IN KEUR)	2020	2019
Comprehensive income before taxes continuing operations	868	79
Comprehensive income before taxes discontinued operations	-334	-405
Profit before taxes	534	-326
Relevant tax rate	30 %	30 %
Expected tax expense	162	-99

CHANGES RESULTING FROM DEVIATIONS TO THE TAX MEASUREMENT BASIS

Tax-exempt income, tax-exempt amounts and benefits	52	-241
Non-tax deductible expense	46	234

TAX EFFECTS FOR THE GROUP20

Consolidation effects	0	0

TAX RATE DIFFERENCES

Effects of various trade tax rates	0	0
Effects of differing foreign tax rates	-7	-140

RECOGNITION AND MEASUREMENT OF DEFERRED TAX ASSETS

Impairment of deferred taxes on loss carryforwards	0	0
Non-recognition of deferred tax assets on loss carryforwards	88	108
Use of losses carry-forward	-26	17
Use of non-deferred loss carryforwards	0	63
Write-up of deferred tax assets on loss carryforwards	-85	1

The following deferred tax assets and liabilities were recognized on differences and on loss carry forwards:

		2020		2019
DEFERRED TAX ASSETS / LIABILITIES (IN KEUR)	Deferred tax assets	Deferred tax liabilities	Deferred tax assets	Deferred tax liabilities
Intangible assets	0	313	0	219
Rights of use from leasing (IFRS 16)	0	230	0	276
Receivables	0	1	0	1
Provisions	0	0	0	0
Accounts payable trade	0	0	0	4
Leasing liabilities (IFRS 16)	259	0	302	0
Tax loss carry forwards and benefits	284	0	198	0
Total	543	543	500	500
Netting	-543	-543	-500	-500
RECOGNISED ON STATEMENT OF FINANCIAL POSITION	0	0	0	0

Deferred taxes on balance sheet items relating to foreign investments are recognized taking into account the tax circumstances applicable to the respective company.

Deferred taxes on tax loss carry forwards are recognized taking into account future realizability.

As of 31 December 2020, deferred tax assets on tax loss carry forwards from corporate income tax in the amount of kEUR 14,447 (2019: kEUR 15,645) and from trade tax in the amount of kEUR 13,227 (2019: kEUR 14,437) have not been recognized.

No tax receivables are recognized as of the balance sheet date.

Tax liabilities amount to kEUR 278 as of 31 December 2020 (2020: kEUR 58).

┈ 6.9 Earnings per share

As of 31 December 2020, the company's share capital was divided into 3,292,978 no-par value bearer shares (2019: 3,292,978 shares) with a notional interest in the share capital of EUR 1.00 per share.

In calculating earnings per share, the earnings attributable to the holders of ordinary shares of YOC AG are divided by the weighted average number of ordinary shares outstanding during the year.

To determine the diluted earnings per share, in addition to the existing share capital of 3,292,978 no-par value shares, the new shares to be issued under the convertible bond 2018-2022 in the amount of 193,825 must generally be taken into account.

The Company's share capital would therefore have to be divided into a total of 3,482,803 no-par value bearer shares with a notional interest in the share capital of EUR 1.00 per share. Due to IAS 33.41, diluted earnings per share are reported in the same amount as basic earnings per share.

┈ 6.10 Segment reporting

Segment reporting is based on the internal management structure and the corresponding reporting. In addition to the Corporate Functions, the Group is divided into the following reportable regional operating segments:

› National

› International

For the purpose of forming the above reportable operating segments, the regions Austria and Poland are combined in the International segment, as they have comparable economic characteristics and are also comparable in terms of their products, services, customers, processes, structures and sales methods.

In the 2020 financial year, the structure of segment reporting was adjusted to enable improved comparability of the economic development of the National and International segments. Programmatic sales were previously presented in the individual segments as intersegment sales and the corresponding cost of materials in the Corporate Functions segment. As part of the adjustment, programmatic sales are now presented as external sales in the respective segments and internal recharges have been eliminated. The prior-year figures have been adjusted accordingly.

Due to the discontinuation of operations in the Spanish market and the associated application in accordance with IFRS 5, the region has been eliminated from the segment and the prior-year figures have also been adjusted.

Sales are calculated on the basis of the sales generated by the national companies in the respective countries. Intra-segment sales are predominantly disbursements. Intersegment sales within the respective segments are eliminated accordingly.

The Corporate Functions segment includes income and expenses that are incurred in the parent company and cannot be directly allocated to any operating segment. Intercompany revenues result from the recharging of costs for the use of the VIS.X® technology platform and other holding company operating services.

YOC AG was also affected by the pandemic. After two successful opening months of the 2020 financial year, we had to accept cancellations and declines in bookings as early as March. The second quarter of 2020 was particularly affected, before the company was able to report increased, profitable growth again in the second half of 2020. In order to limit the economic impact on the Company, countermeasures were implemented immediately at the beginning of the crisis, including the use of short-time work and further cost savings. The reduction in personnel expenses as part of short-time working had the effect of mitigating expenses by a total of EUR 0.6 million in the 2020 financial year. Of this amount, around EUR 0.1 million was attributable to the reimbursement of social security contributions.

Due to the marginal business volume as well as the particular challenges triggered by the Corona crisis, YOC Group discontinued its activities in the Spanish market. The closure of the Spanish location in financial year 2020 requires the discontinued operation to be presented separately in accordance with the requirements of IFRS 5

and the previous year's figures to be adjusted for better comparability. Excluding discontinued operations, the company increased its sales revenue at Group level to EUR 15.5 million in financial year 2020 (2019: EUR 14.9 million).

YOC Group thus managed to limit the negative economic impact of the COVID-19 pandemic on business development.

As before, there was no dependency on customer relationships pursuant to IFRS 8 whose revenues amount to at least 10 % of consolidated revenues in the past financial year 2020. The purchasing platforms connected to the company's own technology platform VIS.X®do not represent customers for YOC Group, as they merely serve as clearing houses for processing payment transactions.

Operating earnings before interest, taxes, depreciation and amortization (EBITDA) improved significantly by EUR 1.0 million to EUR 1.8 million (2019: EUR 0.8 million).

In the national segment, total revenue increased by 10 % to kEUR 9,773 (2019: kEUR 8,900). As a consequence, operating earnings before interest, taxes, depreciation and amortization (EBITDA) increased by kEUR 294 to kEUR 1,919 (2019: kEUR 1,625) compared to the same period of the previous year.

Revenue from international operations increased by 2 % to kEUR 5,799 in the 2020 financial year (2019: kEUR 5,662). As a result, the segment contributed operating earnings before interest, taxes, depreciation and amortization (EBITDA) to consolidated net income of kEUR 1,037 (2019: kEUR 889).

Operating earnings before interest, taxes, depreciation and amortization (EBITDA) can be reconciled to earnings after taxes as follows:

RECONCILIATION (IN KEUR)	2020	2019
EBITDA	1,838	837
Depreciation and amortisation	-705	-512
Financial result	-264	-246
Net income before taxes	869	79
Taxes	223	145
Net income from discontinued operations	-334	-407
NET INCOME	312	-473

As of 31 December 2020, trade receivables amounted to kEUR 1,013 (2019: kEUR 1,300) in the national segment, EUR 891 (2019: kEUR 752) in the international segment, and kEUR 1,971 (2019: kEUR 972) in the Corporate Functions segment.

In addition, trade payables amounted to kEUR 1,824 (2019: kEUR 2,154) in the national segment, kEUR 681 (2019: kEUR 979) in the international segment, and kEUR 549 (2019: kEUR 678) in the Corporate Functions segment.

The following table shows the results of the individual segments. EBITDA is used as the measure of earnings in accordance with the internal reporting structure:

SEGMENT REPORTING (IN KEUR)	NATIONAL	INTERNATIONAL	CORPORATE FUNCTIONS	CONSOLIDATION	YOC GROUP
01/01/2020 – 31/12/2020
External revenue	9,695	5,798	0	0	15,492
Internal revenue	78	1	2,000	-2,079	0
Total revenue	9,773	5,799	1,999	-2,079	15,492
Own work capitalised	0	0	510	0	510
Other operating income	105	41	287	-356	77
Total output	9,878	5,840	2,796	-2,435	16,079
Cost of materials	6,175	3,418	1,312	-1,697	9,208
Personnel expenses	1,203	730	1,750	0	3,683
Other operating expenses	581	655	853	-739	1,350
EBITDA	1,919	1,037	-1,120	1	1,838

SEGMENT REPORTING (IN KEUR)	NATIONAL	INTERNATIONAL	CORPORATE FUNCTIONS	CONSOLIDATION	YOC GROUP
01/01/2019 – 31/12/2019
External revenue	8,880	5,607	367	0	14,854
Internal revenue	20	55	620	-696	0
Total revenue	8,900	5,662	987	-696	14,854
Own work capitalised	0	0	314	0	314
Other operating income	242	66	830	-881	257
Total output	9,142	5,728	2,132	-1,577	15,425
Cost of materials	5,410	3,196	1,160	-699	9,066
Personnel expenses	1,152	799	1,741	0	3,692
Other operating expenses	955	844	902	-873	1,829
EBITDA	1,625	889	-1,672	-5	837

Ƴ 7. Notes to Individual Items in the Statement of Financial Position

┈ 7.1 Property, plant and equipment

Property, plant and equipment mainly comprise operating and office equipment and IT infrastructure such as server systems. As of 31 December 2020, the consolidated statement of financial position shows property, plant and equipment in the amount of kEUR 96 (2019: kEUR 126). For the past fiscal year, scheduled depreciation of property, plant and equipment amounted to kEUR 50 (2019: kEUR 49).

There are no restraints on disposal or restrictions on individual items of property, plant and equipment. Likewise, no property, plant and equipment has been pledged or otherwise provided as collateral.

The development of property, plant and equipment in the 2020 financial year is as follows:

CHANGES TO PROPERTY, PLANT AND EQUIPMENT IN 2019 (IN KEUR)

ACQUISITION COSTS

As of 01/01/2019	523
Changes in scope of consolidation	0
Additions	79
Disposals	0
Currency translation effects	0
AS OF 31/12/2019	602

DEPRECIATION

As of 01/01/2019	427
Changes in scope of consolidation	0
Additions	49
Disposals	0
Currency translation effects	0
AS OF 31/12/2019	476
Net carrying amount as of 31/12/2019	126

CHANGES TO PROPERTY, PLANT AND EQUIPMENT IN 2020 (IN KEUR)

ACQUISTION COSTS

As of 01/01/2020	602
Changes in scope of consolidation	0
Additions	25
Disposals	44
Currency translation effects	0
AS OF 31/12/2020	582

DEPRECIATION

As of 01/01/2020	476
Changes in scope of consolidation	0
Additions	50
Disposals	40
Currency translation effects	0
AS OF 31/12/2020	487
Net carrying amount as of 31/12/2020	96

┈ 7.2 Intangible assets

As of 31 December 2020, the remaining useful lives remained unchanged at between three and eight years (2019: between 3 and 8 years).

Amortization of intangible assets amounted to kEUR 440 for the financial year 2020 (2019: kEUR 276).

There are no restraints on disposal or restrictions on individual intangible assets. Similarly, no intangible assets have been pledged or issued as collateral.

The development of intangible assets is as follows:

DEVELOPMENT OF INTANGIBLE ASSETS 2019 (IN KEUR)	INTERNALLY DEVELOPED SOFTWARE	WEBSITE AND TRADEMARK RIGHTS	ACQUIRED SOFTWARE AND LICENCES	CUSTOMER BASES	TOTAL
ACQUISITION COSTS
As of 01/01/2019	2,821	110	452	139	3,522
Changes in scope of consolidation	0	0	0	0	0
Additions	393	0	180	0	573
Disposals	0	0	0	0	0
Reposting	0	0	0	0	0
AS OF 31/12/2019	3,215	110	632	139	4,095

DEPRECIATION

As of 01/01/2019	2,238	97	300	139	2,775
Changes in scope of consolidation	0	0	0	0	0
Additions	255	0	21	0	276
Disposals	0	0	0	0	0
Reposting	0	0	0	0	0
AS OF 31/12/2019	2,493	97	322	139	3,051
	722	13	310	0	1,044
Net carrying amount as of 31/12/2019

	INTERNALLY	WEBSITE AND	ACQUIRED
DEVELOPMENT OF INTANGIBLE	DEVELOPED	TRADEMARK	SOFTWARE AND	CUSTOMER
ASSETS 2020 (IN KEUR)	SOFTWARE	RIGHTS	LICENCES	BASES	TOTAL

ACQUISITION COSTS

As of 01/01/2020	3,215	110	632	139	4,095
Changes in scope of consolidation	0	0	0	0	0
Additions	646	0	220	0	866
Disposals	0	0	0	0	0
Reposting	0	0	0	0	0
AS OF 31/12/2020	3,863	110	852	139	4,961

DEPRECIATION

As of 01/01/2020	2,493	97	322	139	3,051
Changes in scope of consolidation	0	0	0	0	0
Additions	329	0	111	0	440
Disposals	0	0	0	0	0
Reposting	0	0	0	0	0
AS OF 31/12/2020	2,822	97	432	139	3,491

Net carrying amount as of 31/12/2020	1,040	12	420	0	1,470

┈ 7.3 Rights of use from leasing

Leases with a remaining term of up to one year are treated as short-term leases.

The office space leased by the Company gives rise to corresponding rights of use and corresponding lease liabilities.

As of 31 December 2020, the rights of use under leases amounted to kEUR 755 (2019: kEUR 1,000).

The corresponding scheduled depreciation amounted to kEUR 262 for the 2020 financial year (2019: kEUR 245).

The development of the rights of use from leases is as follows:

CHANGES OF USE FROM LEASING 2019 (IN KEUR)

ACQUISTION COSTS

As of 01/01/2019	0
Changes in scope of consolidation	0
Additions	1,246
Disposals	0
Currency translation effects	0
AS OF 31/12/2019	1,246

DEPRECIATION

As of 01/01/2019	0
Changes in scope of consolidation	0
Additions	245
Disposals	0
Currency translation effects	0
AS OF 31/12/2019	245
Net carrying amount as of 31/12/2019	1,000

CHANGES OF USE FROM LEASING 2020 (IN KEUR)

ACQUISTION COSTS

As of 01/01/2020	1,246
Changes in scope of consolidation	0
Additions	17
Disposals	44
Currency translation effects	0
AS OF 31/12/2020	1,219

DEPRECIATION

As of 01/01/2020	245
Changes in scope of consolidation	0
Additions	262
Disposals	44
Currency translation effects	0
AS OF 31/12/2020	464
Net carrying amount as of 31/12/2020	755

┈ 7.4 Receivables and other financial assets

Trade receivables amounted to kEUR 3,874 as of 31 December 2020 (2019: kEUR 3,024) and consisted of the following:

TRADE RECEIVABLES (IN KEUR)	2020	2019
Trade receivables before impairment	3,875	3,030
Specific valuation allowance	0	-5
Expected credit loss (IFRS 9)	-1	-1
TOTAL	3,874	3,024

The increase in trade receivables is based on the steadily increasing programmatic sales shares, which have comparatively longer payment terms.

The Company's typical payment terms with direct customers are between 7 and 30 days. The clearing houses (e.g., Google, Xandr, The Trade Desk), on the other hand, which are intermediaries for the processing of payments for programmatic revenues, have significantly longer contractual payment terms of up to 90 days.

In accordance with IFRS 15, trade receivables include contract assets of kEUR 22 as of the reporting date (2019: kEUR 9).

The valuation allowances recognized on trade receivables based on an expected default rate in accordance with IFRS 9 developed as follows:

CHANGES IN SPECIFIC VALUATION ALLOWANCE (IN KEUR)	2020	2019
As of 01/01/	6	1
Additions	0	5
Reversals	0	0
Usage	-5	0
AS OF 31/12/	1	6

Credit risks result primarily from trade receivables. There was still no dependency on individual major customer relationships due to a low customer concentration in the past 2020 financial year.

In line with the distribution of sales per customer, trade receivables are therefore also distributed proportionately among the respective debtors.

As a result, there should be no risk concentration of individual debtors in relation to total trade receivables.

As of 31 December 2020, no such risk concentrations with material amounts are identifiable. With the growing share of programmatic trade, the average payment terms for receivables are increasing.

As part of a risk analysis in this regard, the Company has assessed that these longer payment terms, which are customary in the industry, do not result in any increased default risks.

Receivables management takes account of a balanced age structure of receivables by continuously analyzing the receivables portfolio. If there are indications of the need for a specific bad debt allowance at an earlier stage, the receivables concerned are written down accordingly.

No significant receivables defaulted in the past fiscal years.

The following table shows the analysis of the age structure of the trade receivables in the portfolio as of the reporting date:

TRADE RECEIVABLES MATURITY ANALYSIS (IN KEUR)	2020	2019	EXPECTED CREDIT LOSS (IN %)
Up to 30 days*	3,848	3,018	0.02
31 days to 90 days	25	5	0.04
91 days to 180 days	1	1	0.08
From 181 days	0	0	0.08
Due valud-adjusted receivables as of 31/12/	0	0	0.00
TOTAL TRADE RECEIVABLES	3,874	3,024

* Of these, receivables of kEUR 3,234 (2019: kEUR 2,484) are neither due nor impaired as of 31 December 2020.

Other financial assets of kEUR 134 (2019: kEUR 285) mainly include deposits paid of kEUR 61 (2019:kEUR 78) and receivables from advance payments of kEUR 64 (2019: kEUR 126).

The prepayments were made for insurance, membership fees, rents and licenses, among other things. There were no impairments of other financial assets in the 2020 financial year. All receivables and other financial assets are current items. There are no particular default risks or concentrations of default risks in the receivables of YOC Group.

The carrying amounts presented above reflect the Group's maximum default risk for such receivables and other financial assets. In part, trade receivables have been pledged as collateral for shareholder loans.

┈ 7.5 Cash and cash equivalents

Cash and cash equivalents comprise all bank and cash balances as well as short-term time deposits totalling kEUR 871 (2019: kEUR 992).

Bank accounts denominated in foreign currencies were translated at the closing rate.

As of 31 December 2020, no cash and cash equivalents had been issued as collateral.

┈ 7.6 Equity

As of 31 December 2020, the number of shares in the company remains unchanged at 3,292,978 (2019: 3,292,978). Of the 3,292,978 no-par value shares with a notional share in the share capital of EUR 1.00, 4,000 shares are held by YOC AG as treasury shares (see explanations below).

The treasury shares are shown as a deduction from equity.

At the Annual General Meeting on 08 July 2016, a new authorized capital was resolved, according to which the Management Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital by issuing new shares against cash and/ or non-cash contributions on one or several occasions by a nominal amount of up to EUR 1,646,489.00 until 07 July 2021.

The following table summarizes the shareholder structure of YOC AG as of 31 December 2020:

SHAREHOLDERS OF YOC AG	OWNERSHIP
Management Board*	19.94 %
Supervisory Board	1.75 %
Dr Kyra Heiss	10.82 %
Peter Zühlsdorff	9.36 %
Karl-J. Kraus	5.43 %
Euroweb Beteiligung GmbH	5.00 %
Dr Martin Steinmeyer	4.19 %
YOC AG (Own Shares)	0.12 %
Free Float	43.39 %
TOTAL	100.00 %

* The ownership interest held by dkam GmbH is attributed to Mr Dirk-Hilmar Kraus.

In accordance with the resolution of the Annual General Meeting on 29 October 2020, the share capital of the Company is conditionally increased by a further EUR 1,000,000 by issuing up to 1,000,000 new no-par value bearer shares.

The conditional capital increase serves to grant shares to holders or creditors of convertible bonds and to holders of option rights from warrant bonds that can be issued on the basis of authorization until 28 August 2025.

By resolution of the Executive Board on 28 June 2018 and with the approval of the Supervisory Board on 03 July 2018, it was resolved to issue a convertible bond (ISIN: DE 000A2NBE59 / WKN: A2NBE5).

Convertible bonds with a total nominal amount of EUR 1,550,600.00 were placed as part of the subscription offer and in a subsequent private placement. The total nominal amount of EUR 1,550,600.00 is divided into 15,506 bearer convertible bonds with equal rights, which are convertible into 193,825 ordinary shares of YOC AG. This corresponds to approximately 5.89 % of the company's share capital as of 31 December 2020.

As of the reporting date of the convertible bond issue, the bonds were divided into a debt component and an equity component. The debt component takes into account the one-time payments at the maturity date of the convertible bond. The equity component was recognized in capital reserves and determined using the Black-Scholes option valuation model.

As of 31 December 2020, the capital reserve comprised an unchanged amount of kEUR 20,961 (2019: kEUR 20,961).

Retained earnings show the cumulative results of the past financial years and reported an amount of kEUR -28,224 as of 31 December 2020 (2019: kEUR -28,536). The change compared to the previous year results from the net income for 2020 and from currency translation differences.

In financial year 2020, YOC AG held 4,000 own shares, valued at an average of EUR 12.56 per share, unchanged from the previous year.

┈ 7.7 Provisions and share-based remuneration

The provisions are comprised as follows:

PROVISIONS (IN KEUR)	AS OF 01/01/2020	RE	VERSAL RELEASE ADDITION		AS OF 31/12/2020
Long-term Provisions for archiving	69	0	0	15	84
TOTAL	69	0	0	15	84

As of 31 December 2020, YOC Group reported provisions totalling kEUR 84 (2019: kEUR 69) and exclusively include non-current provisions for archiving costs.

The archiving provision results from the obligation to retain company documents. Discounting is based on the interest rates published by the Bundesbank for the respective remaining terms. This amounts to an average of 1 % for fiscal 2020 (2019: 2 %).

Under the virtual stock option program (share-based payments with cash settlement) launched in September 2014, 20,000 virtual stock options remain, which are linked to a takeover offer for the shares of YOC AG pursuant to Sections 29, 35 WpÜG with an indefinite term. No resulting liabilities were recognized as of the reporting date.

┈ 7.8 Liabilities

As of December 31, 2020, liabilities totalled kEUR 11,131 (2019: kEUR 10,755) and break down as follows:

LIABILITIES 31/12/2020 (IN KEUR)	CURRENT	NON CURRENT	TOTAL
Trade payables	3,054	0	3,054
Liabilities from leasing	230	623	853
Shareholder loan	275	880	1,155
YOC convertible bond 2018 – 2022	0	1,363	1,363
Other financial liabilities	3,679	0	3,679
Other liabilities	1,027	0	1,027
TOTAL	8,265	2,866	11,131

LIABILITIES 31/12/2019 (IN KEUR)	CURRENT	NON CURRENT	TOTAL
Trade payables	3,811	0	3,811
Liabilities from leasing	224	854	1,078
Shareholder loan	225	955	1,180
YOC convertible bond 2018 – 2022	0	1,317	1,317
Other financial liabilities	2,888	0	2,888
Other liabilities	481	0	481
TOTAL	7,629	3,126	10,755

The shareholder loans were partially rolled over during 2020 and are now broken down by maturity as follows:

SHAREHOLDER LOANS (IN KEUR)	DURATION	AMOUNT	INTEREST RATE
Curent loans	1 to 7 months	275	6 %
Non-current loans	12 to 19 months	880	5 % to 7.25 %
TOTAL		1,155

Some trade receivables have been pledged as collateral for shareholder loans. In financial year 2018, the company issued a convertible bond with a total nominal amount of kEUR 1,551. The convertible bonds are convertible into 193,825 ordinary shares of YOC AG.

This corresponds to approx. 5.89 % of the company's share capital. The conversion price of EUR 8.00 corresponded to a conversion premium of approximately 51 % on the closing price of the YOC share (XETRA) at the end of the subscription period on 23 July 2018.

The term of the convertible bond starts on 01 August 2018 and ends at the end of 31 July 2022.

Each partial bond bears interest at 4.40 % p.a. in the amount of its nominal value, for the entire term, provided it has not been repaid beforehand or converted into shares of the Company in accordance with § 7 of the convertible bond conditions.

The Company is entitled to repay the convertible bond prematurely. Early repayment is permitted at 31 July 2021 at 110 % of the nominal amount.

The Company is obligated to repay the convertible bonds on 31 July 2022 at 112 % of the nominal amount, insofar as the convertible bonds have not already been repaid or converted before that date.

The holders of the convertible bonds have the irrevocable right during the term to convert each convertible bond in whole or in part at the conversion ratio on the conversion date within the conversion periods into no-par shares of YOC AG with a notional share in the share capital of EUR 1.00 each.

The conversion period starts on 20 September 2019 and ends on 31 March 2022. Within this conversion period, the conversion may be declared on any business day during the last 10 business days of a calendar quarter. The conversion right is excluded during certain non-exercise periods.

Based on the share price of EUR 5.22 at the end of the subscription period for the convertible bond, an effective interest rate of around 14 % derived on the basis of historical volatility of around 55 %, and a maximum term of the bond until July 2022, this results in an amount of around kEUR 300 to be recognized in equity for the bondholders' conversion right.

As of 31 December 2020, other financial liabilities of kEUR 5,042 (2019: kEUR 4,205) consisted of the following:

Other liabilities of kEUR 749 (2019: kEUR 423) consisted of the following as at 31 December 2020:

		2020		2019
OTHER LIABILITIES (IN KEUR)	TOTAL	OF WHICH CURRENT	TOTAL	OF WHICH CURRENT
Liabilities arising from personnel matters	569	569	384	384
Liabilities to Supervisory Board	49	49	19	19
Liabilities from opera ting taxes	32	32	1	1
Advance payments received	81	81	1	1
Miscella neous other liabilities	18	18	18	18
TOTAL	749	749	423	423

Liabilities from personnel matters include bonus and commission claims totalling kEUR 316 (2019: kEUR 233), liabilities from payroll and church taxes and social security contributions, obligations to the employers' liability insurance association and severely disabled compensation levy totalling kEUR 170 (2019: kEUR 101), and obligations for vacation days not yet taken as of the reporting date totalling kEUR 82 (2019: kEUR 51).

Tax liabilities as of 31 December 2020 totalling kEUR 278 (2019: kEUR 58) consisted of the following:

		2020		2019
LIABILITIES FROM INCOME TAXES (IN KEUR)	TOTAL	OF WHICH CURRENT	TOTAL	OF WHICH CURRENT
Liabilities from income taxes	278	278	58	58
TOTAL	278	278	58	58

┈ 7.9 Other disclosures on financial instruments

The carrying amounts of cash instruments, trade receivables, other current assets and other current financial liabilities nearly correspond with their fair value, mainly due to the short maturity of these instruments.

On grounds of materiality, the fair value for these current items in the Statement of Financial Position is equated to the carrying value.

Yoc Group Annual report 2020

The following table shows the carrying amounts, fair values and the classification pursuant to IFRS 9.

EVALUATION
CATEGORIES
31/12/2020	CARRYING	AMORTIZED

(IN KEUR)	AMOUNT	COSTS

FINANCIAL ASSETS

FINANCIAL LIABILITIES

thereof long-term

Fixed rate borrowing	880	880
YOC convertible bond 2018 – 2020	1,364	1,364
Liabilities from leasing	623	623

thereof short-term

Trade payables	3,054	3,054
Liabilities from leasing	230	230
Fixed rate borrowing	275	275
Other financial liabilities (without loans)	3,679	3,679

EVALUATION CATEGORIES 31/12/2019 (IN KEUR) CARRYING AMOUNT AMORTIZED COSTS

FINANCIAL ASSETS

FINANCIAL LIABILITIES

thereof long-term

Fixed rate borrowing	955	955
YOC convertible bond 2018 – 2020	1,317	1,317
Liabilities from leasing	854	854

thereof short-term

Trade payables	3,811	3,811
Liabilities from leasing	224	224
Fixed rate borrowing	225	225
Other financial liabilities (without loans)	2,888	2,888

Fixed-interest loans include solely current and non-current shareholder loans.

These are borrowed at standard market conditions with a maturity of up to two years.

The following table shows the future undiscounted contractually agreed cash outflows related to the financial instruments:

MATURITY ANALYSIS (IN KEUR)	CARRYING AMOUNT AS OF 31/12/2020	UP TO 1 YEAR	1 TO 5 YEARS
Other liabilities	668	668	0
Other financial liabilities	3,679	3,679	0
YOC convertible bond 2018 – 2022	1,364	0	1,364
Trade payables	3,054	3,054	0
Liabilities to shareholders	1,155	275	880
Liabilities from leasing	853	230	623

NON-DISCOUNTED CASH-OUTFLOW

MATURITY ANALYSIS (IN KEUR)	CARRYING AMOUNT AS OF 31/12/2019	UP TO 1 YEAR	1 TO 5 YEARS
Other liabilities	422	422	0
Other financial liabilities	2,888	2,888	0
YOC convertible bond 2018 – 2022	1,317	0	1,317
Trade payables	3,811	3,811	0
Liabilities to shareholders	1,180	225	955
Liabilities from leasing	1,078	224	854

The YOC Group has a Group-wide liquidity management which monitors the Group companies' liquidity on a daily basis. As in the previous year, the maximum risk of default as of 31 December 2019 corresponded with the total carrying amounts of all financial liabilities against third parties.

Revenues and expenses as well as profits and losses from financial instruments recognised in the statement of comprehensive income are presented in the table below:

GAINS AND LOSSES FROM
FINANCIAL INSTRUMENTS (IN KEUR)	2020	2019

FINANCIAL LIABILITIES

Amortized cost	183	192
TOTAL	183	192

Ƴ 8. Notes to the Cash Flow Statement

┈ 8.1 Cash flow from individual activities

As of the balance sheet date, YOC Group's cash and cash equivalents amounted to kEUR 871 (2019: kEUR 992).

The decrease in liquidity was therefore kEUR 121 compared to the previous year's balance sheet date.

OPERATING CASH FLOW

The operating cash flow is determined by the indirect method. Starting point for the calculation is the posttax result of the past financial year in the amount of kEUR 312 (2019: kEUR -473).

The operating cash flow includes all cash-effective transactions of the financial year that are not allocated to investing or financing activities.

The operating cash flow of YOC Group in the reporting year 2020 amounted to kEUR 1,021 (2019: kEUR 1,213). This reflects the post-tax result as well as businessrelated changes to the working capital.

The change in working capital in the completed 2020 financial year is based on the steadily increasing programmatic revenue shares, which have comparatively longer payment terms.

CASH FLOW FROM INVESTING ACTIVITIES

The outflow of cash from investing activities in the total amount of kEUR 893 (2019: kEUR 617) first and foremost contains the recognizable internal development costs related to the further development of the company's technological platforms and innovative products.

In property, plant and equipment, the additions and disposals are almost balanced.

CASH FLOW FROM INVESTING ACTIVITIES

The cash flow from financing activities of kEUR -248 (2019: kEUR -268) results from the repayment of lease liabilities and the balance of loan borrowings and repayments.

The following table shows the change between the opening balance and the closing balance of liabilities from financing activities pursuant to IAS 7:

LIABILITIES FROM FINANCING ACTIVITIES (IN KEUR)	AS OF 01/01/20	REDEMP	TION RAISING	NON CASH EFFEC TIVE	AS OF 31/12/20
Other financial liabilities	2,497	-225	200	47	2,519
Liabilities from leasing	1,078	-223	17	-19	853
TOTAL	3,575	-448	217	28	3,372

* Cash effective

LIABILITIES FROM FINANCING ACTIVITIES (IN KEUR)	AS OF 01/01/19	REDEMP	TION RAISING	NON CASH EFFEC TIVE	AS OF 31/12/19
Other financial liabilities	2,550	-200	100	47	2,497
Liabilities from leasing	1,246	-168	0	0	1,078
TOTAL	3,796	-368	100	47	3,575

* Cash effective

┈ 8.2 Cash funds

Cash and cash equivalents comprise cash on hand and bank balances as well as short-term investments with a maturity of up to 90 days that are subject to a low risk of fluctuation in value. As of 31 December 2020 cash and cash equivalents amounted to kEUR 871 (2019: kEUR 992).

Ƴ 9. Notes to the Statement of Change in Equity

In addition to the net income of kEUR 312 (2019: kEUR -473) recognized in retained earnings, currency translation effects of kEUR 26 (2019: kEUR -14) impacted consolidated equity as of 31 December 2020.

Ƴ 10. Other Disclosures

┈ 10.1 Guarantees, contingent liabilities and similar obligations

An exercise of 20,000 virtual stock options is linked to a takeover offer for the shares of YOC AG pursuant to Sections 29, 35 WpÜG with an indefinite term.

No resulting liabilities were recognized as of the reporting date.

There are no other contingent liabilities, warranties, contingent liabilities or similar.

┈ 10.2 Events after the statement of financial position reporting date

In cooperation with the Supervisory Board, the Management Board decided in the past financial year 2020 not to continue the Spanish subsidiary YOC Spain S.L.

The liquidation and associated deconsolidation of the company took place on 31 March 2021. The liquidation and the associated deconsolidation of the company took place on 31 March 2021. The deconsolidation will result in income of EUR 0.2 million.

No other events with a material impact on the net assets, financial position and results of operations occurred after the balance sheet date.

┈ 10.3 Report on risks and opportunities

The financial instruments of YOC Group include trade receivables, cash and cash equivalents, other financial assets and trade payables, other liabilities and the YOC convertible bond 2018-2022.

On 30 March 2021, Eiffel Investment Group SAS (formerly Alto Invest S.A) declared the conversion of convertible bonds with a total nominal amount of EUR 1.5 million. The Company assumes that the remaining convertible bond with a total nominal amount of EUR 0.05 million will also be converted into equity by 31 July 2022.

However, there is a possibility that the YOC Convertible Bond 2018-2022 will not have been converted or converted only partially into YOC shares on the redemption date. In this case, the redemption of the unconverted bonds would be 112 %. The conversion is the responsibility of the bondholders.

All further information on the company-specific, industryspecific and financial risks of YOC Group and its management is provided in the risk report of the group management report, which is part of the audit by the auditor.

┈ 10.4 Related party disclosures

Related parties within the meaning of IAS 24 are generally members of the Management Board and Supervisory Board of YOC AG and their family members, as well as companies controlled by this group of persons.

In addition, persons in key positions and their close family members (in accordance with IAS 24.9) are considered related parties.

Obligations of YOC AG to its Management Board member Mr Dirk-Hilmar Kraus in the amount of kEUR 180 have been subject to interest at 5 % p. a. since 01 January 2015 and are reported under non-current financial liabilities.

Furthermore, Mr Dirk-Hilmar Kraus has provided the Company with a loan in the amount of kEUR 100 in the course of 2019 to finance further corporate growth. This bears interest at 6 % p.a. and is reported under current financial liabilities. This loan is due for repayment in July 2021. Mr Dirk-Hilmar Kraus provided YOC AG with a loan in the amount of kEUR 200 in financial year 2020. This bears interest at 7 % p. a. and is due for repayment in January 2022.

In total, the loans provided to the company by Dirk-Hilmar Kraus thus amounted to kEUR 480 as of the balance sheet date (2019: kEUR 280). These loans are not secured.

The resulting interest expenses amounted to kEUR 27 in fiscal year 2020 (2019: kEUR 11).

In the course of an agreement with the principal bank on an operating line of credit in the amount of EUR 0.3 million, a temporary partial subordination has been declared by Mr Dirk-Hilmar Kraus in relation to the loans provided to YOC AG.

There were no other significant business transactions with related parties in the reporting period.

┈ 10.5 Management Board and Supervisory Board remuneration

REMUNERATION OF THE MANAGEMENT BOARD

The Management Board consisted of one member in financial year 2020, as before.

Current information on the CEO of YOC AG, Mr Dirk-Hilmar Kraus, is included in this annual report in the chapter "Consolidated financial statements" under "The Management Board".

The remuneration of the Management Board of YOC AG in financial year 2020 included a fixed salary component totalling kEUR 141 (2019: kEUR 165).

A variable salary component was incurred in the financial year 2020 in the amount of kEUR 26 (2019: kEUR 0).

An exercise of 20,000 virtual stock options are linked to a takeover offer for the shares of YOC AG pursuant to Sections 29, 35 WpÜG with an indefinite term. In addition, the service contract of Management Board member Dirk-Hilmar Kraus, which was renewed in March 2020 and runs until 31 March 2023, contains a one-off, performance-related remuneration conditional on a change of control following a takeover bid.

No resulting liabilities were recognized as of the reporting date.

In addition, no advances, loans, security deposits, pension commitments or similar benefits were granted to the Management Board.

REMUNERATION OF THE SUPERVISORY BOARD

Supervisory Board remuneration was set by the General Meeting of YOC AG on the basis of a proposal by the Management Board and Supervisory Board.

Supervisory Board remuneration is fixed at kEUR 12.5 for one financial year. The chairman of the Supervisory Board receives twice this amount and the deputy chair 1.5 times this amount. For each face-to-face meeting of the Supervisory Board, each member of the Supervisory Board receives the amount of kEUR 1.0, the chairman of the Supervisory Board receives twice that, and the deputy chair 1.5 times that amount.

No remuneration was granted for personally rendered services apart from the board activities, particularly for any consulting or referral services.

Remuneration for the activities of the Supervisory Board came to a total of kEUR 79 in financial year 2020 (2019: kEUR 79).

Remuneration of the Supervisory Board in 2020 (in kEUR)

NAME	FIXED REMUNERATION	ATTENDANCE FEE	TOTAL
Dr Nikolaus Breuel (Chairman)	25	10	35
Konstantin Graf Lambsdorff	19	8	26
Sacha Berlik	13	5	18
TOTAL	56	23	79

┈ 10.6 Auditor's fees

Fees of kEUR 88 were incurred for the services of the auditors Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Berlin, in the reporting year.

┈ 10.7 Declaration of Conformity with the German Corporate Governance Code

The Declaration of Conformity with the German Corporate Governance Code (Deutscher Corporate Governance Kodex) pursuant to Sect. 161 of the German Stock Corporation Act (AktG) was issued by the Management Board and the Supervisory Board and has been made permanently accessible to YOC AG's shareholders on the web page at www.yoc.com in the "Investor Relations" section.

Berlin, February 2021

DIRK-HILMAR KRAUS THE MANAGEMENT BOARD

Ƴ Statement of Responsibility by the Management Board

(Pursuant to Sect. 37y No. 1 Securities Trading Act WpHG in conjunction with Sect. 297 Para. 2 Sent. 4 and Sect. 315 Para. 1 Sent. 5 German Commercial Code HGB)

I assure, to the best of my knowledge, that the consolidated financial statement conveys a true and fair view of the assets, financial position and results of operation of the group according to the applicable accounting principles, and that the business performance including the business results and the situation of the group are described in the Group Management Report so as to convey a true and fair view of the facts and circumstances as well as the material risks and opportunities of the group's expected development.

Berlin, 14 April 2021

DIRK-HILMAR KRAUS THE MANAGEMENT BOARD

Ƴ Audit report by the independent auditor

"TO YOC AG, BERLIN

┈ Report on the audit of the consolidated financial statements and the group management report

AUDIT OPINION

We have audited the consolidated financial statements of YOC AG, Berlin, and its subsidiaries (the Group), which comprise the consolidated balance sheet as of 31 December 2020, the consolidated statement of comprehensive income, the consolidated cash flow statement and the consolidated statement of changes in equity for the financial year from 01 January to 31 December 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies.

31 December 2020 and the notes to the consolidated financial statements, including a summary of significant accounting policies. We have also audited the group management report of YOC AG for the financial year from 01 January to 31 December 2020. In accordance with German legal requirements, we have not audited the content of the group management declaration and the declaration on the Corporate Governance Code included in the group management report.

In our opinion, based on the findings of our audit, the consolidated financial statements

› the accompanying consolidated financial statements comply in all material respects with IFRSs as adopted by the EU and the additional requirements of German law pursuant to § 315e (1) HGB and give a true and fair view of the financial position of the Group as of 31 December 2020 and of its financial performance for the financial year from 01 January to 31 December 2020 in accordance with these requirements and
› the accompanying group management report as a whole provides a suitable view of the Group's position. In all material respects, this group management report is consistent with the consolidated financial statements comply with German legal requirements and suitably presents the opportunities and risks of future development. Our audit opinion on the Group management report does not cover the content of the above-mentioned Group declaration on corporate governance or the declaration on the Corporate Governance Code.

In accordance with Section 322 (3) sentence 1 of the German Commercial Code (HGB), we declare that our audit has not led to any reservations concerning the propriety of the consolidated financial statements and the Group management report.

BASIS FOR THE AUDIT OPINION

We conducted our audit of the consolidated financial statements and the group management report in accordance with Section 317 HGB and the EU Regulation on Auditing of Financial Statements (No. 537/2014; hereinafter "EU-APrVO")] and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW).

Our responsibility under those provisions and standards is further described in the section "Auditor's Responsibility for the Audit of the Consolidated Financial Statements and the Group Management Report" of our auditor's report.

We are independent of the Group companies in accordance with European law and German commercial and professional regulations and have fulfilled our other German professional obligations in accordance with these requirements. In addition, we declare pursuant to Article 10 (2) (f) EU-Audit Regulation that we have not performed any prohibited non-audit services pursuant to Article 5 (1) EU-Audit Regulation.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements and the group management report.

SUBSTANTIAL UNCERTAINTY IN CONNECTION WITH THE CONTINUATION OF CORPORATE ACTIVITIES

We refer to the comments of the Management Board in the section "Forecast Report of YOC Group" of the Management Report, which has been combined with the Group Management Report, and in the section "4.3 Capital Management and Going Concern" in the Notes.

In order to have sufficient liquidity in the prognosis period without capital measures, the company and the Group must realize the planned business performance, in particular a significant increase in sales and an improvement in the operating result.

In order to have sufficient liquidity in the forecast period in the event of a significant shortfall, for example due to a further economic downturn as a result of the COVID 19 pandemic, and to ensure the continuation of the company's operations, the company must be able to take advantage of additional financing options.

For the financial year 2021, YOC Group is planning revenues of EUR 17.0 million to EUR 18.0 million and earnings before interest, taxes, depreciation and amortization (EBITDA) of EUR 1.8 million to EUR 2.3 million. The forecast for the further course of business is based on the assumption that, at least in the second half of 2021, no further lockdown measures will be necessary in the core markets relevant to the company.

The continued existence of the parent company and thus of the Group as a going concern therefore depends on whether the planned operating business performance can be realized or, in the event of a significant shortfall, additional financing options can be utilized. This indicates the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern and represents a going concern risk within the meaning of Section 322 (2) sentence 3 HGB.

In accordance with Article 10 (2) lit. c) ii) EU-APrVO, we summarize our audit response with respect to this risk as follows: As part of our audit procedures, we analyzed the Group planning for the year 2021 and 2022 at the monthly and company level and discussed the underlying assumptions with the legal representatives.

A particular focus was on the scenario planning in the event of a negative deviation from the planned EBITDA.

We discussed the underlying assumptions on cash flow and EBITDA taking into account the revenue and earnings development of YOC Group in the first quarter of 2021 with the legal representatives, obtained sufficient and appropriate evidence and assessed the impact on the liquidity planning on this basis.

Furthermore, we obtained and assessed audit evidence on the existence and possibility of additional financing measures.

Our audit opinions have not been modified with regard to this matter.

KEY AUDIT MATTERS IN THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for the fiscal year from 01 January to 31 December 2020.

These matters were considered in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon; we do not provide a separate opinion on these matters.

In addition to the matter described in the section "Material uncertainty related to going concern", we have identified the matters described below as key audit matters to be disclosed in our audit opinion.

RECOGNITION OF REVENUE

Reasons for designation as a particularly important audit matter

YOC Group generates its revenues from the provision of mobile advertising services. In this context, the companies of YOC Group stand between the advertisers and the providers of the advertising inventory (publishers).

With regard to the recognition of revenues, the position of the companies of YOC Group as principal or agent is to be classified in accordance with the provisions of IFRS 15 and is subject to judgment based on the underlying criteria. For these reasons, the presentation of revenues in consideration of the application of the provisions of IFRS 15 is a particularly important audit matter.

Audit procedure

As part of our audit procedures, we assessed the accounting policies applied in the consolidated financial statements of YOC Group for the recognition of revenue against the criteria defined in IFRS 15 Contracts with Customers. In this context, we paid particular attention to the classification of the position of the companies of YOC Group as principals or agents.

In order to assess the position of the companies of the YOC Group as principal or agent, we examined in particular the scope of integration services provided by the YOC Group, the assumption of the service disruption and default risk for the complete advertising service and the ability of the company to fix the price with advertisers and discussed this with the legal representatives. For this purpose, we examined, among other things, examples of service contracts and analyzed them on a sample basis using corresponding transactions for the above-mentioned criteria.

Our audit procedures did not lead to any reservations with regard to the recognition of revenues.

Reference to related information

Information on the accounting and valuation principles applied to sales is provided in section 4.1 "General principles" and section 4.2 "Significant accounting judgments and estimation uncertainties" in the notes to the consolidated financial statements. Information on the composition of sales can be found in the notes to the consolidated financial statements in section 6, "Notes to the statement of comprehensive income" under "Revenue".

RECOVERABILITY OF INTERNALLY CAPITALIZED SOFTWARE

Reasons for designation as a particularly important audit matter

Internally generated software is capitalized on the basis of estimates of the future recoverability of the corresponding platforms and software products in the operating business. The assessment of future recoverability is based on assumptions, particularly with regard to the expected future cash flows from the use of this software and is therefore subject to discretion. Due to the discretionary nature of the assessment of future recoverability by the legal representatives, we consider the recoverability of internally generated software to be a particularly important audit matter.

Audit procedure

In order to assess the future usability of the respective platforms and applications, we have assessed the planned future cash inflows for the internally generated software based on the liquidity and corporate planning of the YOC Group. We discussed the assumptions on which the planning is based with the legal representatives and assessed them in consideration of the historically achieved results. In this context, we assessed the reliability of the planning based on plan/actual deviations in the past. We also obtained evidence on the use of capitalized software and applications on a test basis.

Our audit procedures did not lead to any reservations with regard to the assessment of the recoverability of internally generated software.

Reference to related information

Information on the accounting and valuation principles for internally generated software is provided in section 4, "Accounting policies," of the notes to the consolidated financial statements. Information on the composition of internally generated software can be found in the notes to the consolidated financial statements in section 7, "Notes to individual items in the statement of financial position" under "Intangible assets".

OTHER INFORMATION

The Supervisory Board is responsible for the Report of the Supervisory Board. Otherwise, the legal representatives are responsible for the other information. The other information comprises the information contained in the corporate governance statement pursuant to § 315d of the German Commercial Code (HGB), the information contained in the "Corporate Governance Report" section of the Group management report, and the other components of the annual report, with the exception of the audited consolidated financial statements and Group management report and our auditor's report in particular:

› in the section "Declaration by the Legal Representatives", the declaration by the legal representatives pursuant to Section 297 (2) sentence 4 HGB and Section 315 (1) sentence 5 HGB,
› the "Report of the Supervisory Board",
› the section "Letter to the Shareholders",
› the section "The YOC Share",
› the section "Declaration of Conformity 2020",
› the section "YOC Product Overview",
› the section "Market Environment Mobile Programmatic Advertising",
› the section "Range of services",
› the section "Control and Risk Management Report on the Accounting Process",
› Study by Nielsen / YOC "The effectiveness of high-impact ad formats".

We have obtained a version of this other information up to the date of this auditor's report.

Our audit opinions on the consolidated financial statements and the group management report do not cover the other information and, accordingly, we do not express an opinion or any other form of conclusion on it. In connection with our audit, we are responsible for reading the other information and, in doing so, assessing whether the other information is

› materially inconsistent with the consolidated financial statements, the group management report or our knowledge obtained in the audit, or otherwise appears to be
› otherwise appears to be materially misstated.

If, based on our work, we conclude that there is a material misstatement of such other information, we are required to report that fact.

We have nothing to report in this regard.

MANAGEMENT'S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS AND THE GROUP MANAGEMENT REPORT

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with IFRSs as adopted by the EU and the additional requirements of German law pursuant to § 315e (1) HGB and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements.

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

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern. They are also responsible for disclosing, as applicable, matters related to going concern. Furthermore, they are responsible for preparing the financial statements on a going concern basis unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so. In addition, management is responsible for the preparation of the group management report, which as a whole provides a suitable view of the Group's position and is consistent in all material respects with the consolidated financial statements, complies with German legal requirements and suitably presents the opportunities and risks of future development. Furthermore, management is responsible for the arrangements and measures (systems) that it determines are necessary to enable the preparation of a group management report in accordance with the applicable German legal requirements and for providing sufficient appropriate evidence to support the assertions in the group management report.

The Supervisory Board is responsible for overseeing the Group's financial reporting process for the preparation of the consolidated financial statements and the Group management report.

AUDITOR'S RESPONSIBILITY FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE GROUP MANAGEMENT REPORT

Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the group management report as a whole provides a suitable view of the Group's position and is consistent, in all material respects, with the consolidated financial statements and with our audit findings, complies with German legal requirements and suitably presents the opportunities and risks of future development, and to issue an auditor's report that includes our audit opinion on the consolidated financial statements and the group management report.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with § 317 HGB and EU-APrVO and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and the group management report. During the audit, we exercise professional judgment and maintain a critical attitude. Furthermore, we

› identify and assess the risks of material misstatement of the consolidated financial statements and the group management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion. The risk of not detecting material misstatements is higher in the case of noncompliance than in the case of inaccuracy, as noncompliance may involve fraud, forgery, intentional omissions, misleading representations, or the override of internal controls;
› Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and actions relevant to the audit of the group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of those systems;
› Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
› Conclude on the appropriateness of the going concern basis of accounting used by management and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements and the group management report or, if such disclosures are inadequate, to modify our respective audit opinion. We base our conclusions on the audit evidence obtained up to the date of our audit opinion. However, future events or conditions may cause the Group not to be able to continue as a going concern;
› Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with IFRSs as adopted by the EU, and the additional requirements of German law pursuant to § 315e (1) HGB;
› obtain sufficient appropriate audit evidence regarding the accounting information of the entities or business activities within the Group to express opinions on the consolidated financial statements and on the Group management report. We are responsible for directing, supervising and performing the audit of the consolidated financial statements. We are solely responsible for our audit opinions;
› We evaluate the consistency of the group management report with the consolidated financial with the consolidated financial statements, its compliance and of the position of the Group as a whole, together with the Group;
› perform audit procedures on the forward-looking statements made by management in the group management report. Based on sufficient appropriate audit evidence, we perform the significant assumptions underlying the forward-looking statements made by management. assumptions underlying the forward-looking statements and evaluate the appropriateness of the from these assumptions. We do not express an independent opinion on the forward-looking statements or the underlying assumptions. There is a significant unavoidable risk that future events may differ materially from the forward-looking statements.

We discuss with those charged with governance, among other matters, the planned scope and timing of the audit and significant audit findings, including any deficiencies in internal control that we identify during our audit.

We provide those charged with governance with a statement that we have complied with the relevant independence requirements and discuss with them all relationships and other matters that may reasonably be thought to bear on our independence, and the safeguards that have been put in place. From the matters discussed with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure of the matter.

OTHER STATUTORY AND OTHER LEGAL REQUIREMENTS

REPORT ON THE AUDIT OF THE ELECTRONIC REPRODUCTIONS OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE GROUP MANAGEMENT REPORT PREPARED FOR THE PURPOSES OF DISCLOSURE PURSUANT TO SECTION 317 (3B) OF THE GERMAN COMMERCIAL CODE (HGB)

AUDIT OPINION

In accordance with Section 317 (3b) of the German Commercial Code (HGB), we have performed a reasonable assurance audit to determine whether the reproductions of the consolidated financial statements and the Group management report (hereinafter also referred to as "ESEF documents") contained in the attached file yoc_188850.zip and prepared for the purpose of disclosure comply in all material respects with the requirements of Section 328 (1) of the German Commercial Code regarding the electronic reporting format ("ESEF format").

In accordance with German legal requirements, this audit extends only to the transfer of the information contained in the consolidated financial statements and the group management report into the ESEF format and therefore neither to the information contained in these reproductions nor to any other information contained in the aforementioned file.

In addition, in accordance with those standards, our audit does not extend to the disclosures made voluntarily by the Company in the individual notes to the consolidated financial statements.

In our opinion, the reproductions of the consolidated financial statements and the group management report contained in the aforementioned attached file and prepared for disclosure purposes comply, in all material respects, with the electronic reporting format requirements of Section 328 (1) HGB.

Beyond this audit opinion and our audit opinions on the accompanying consolidated financial statements and the accompanying group management report for the fiscal year from 01 January to 31 December 2020 contained in the preceding "Report on the audit of the consolidated financial statements and the group management report", we do not express any audit opinion on the information contained in these reproductions or on the other information contained in the aforementioned file.

We also do not express an opinion on the disclosures made voluntarily by the Company in the notes to the consolidated financial statements.

BASIS FOR THE OPINION

We conducted our audit of the reproductions of the consolidated financial statements and the group management report contained in the above-mentioned attached file in accordance with Section 317 (3b) HGB and in compliance with the draft IDW Auditing Standard: Audit of Electronic Reproductions of Financial Statements and Management Reports Prepared for the Purposes of Disclosure pursuant to Section 317 (3b) HGB (IDW EPS 410).

Our responsibility thereunder is further described in the section "Auditor's Responsibility for the Audit of the ESEF Documents".

Our auditing practice has complied with the quality assurance system requirements of the IDW Quality Assurance Standard: Requirements for Quality Assurance in the Auditing Practice (IDW QS 1) applied.

RESPONSIBILITY OF THE LEGAL REPRESENTATIVES AND THE SUPERVISORY BOARD FOR THE ESEF DOCUMENTS

The Company's management is responsible for the preparation of the ESEF documents including the electronic reproductions of the consolidated financial statements and the group management report in accordance with section 328 (1) sentence 4 no. 1 HGB and for the certification of the consolidated financial statements in accordance with section 328 (1) sentence 4 no. 2 HGB.

Furthermore, the Company's management is responsible for the internal controls as they deem necessary to enable the preparation of the ESEF documents that are free from material non-compliance, whether due to fraud or error, with the electronic reporting format requirements of Section 328 (1) HGB.

The legal representatives of the Company are also responsible for submitting the ESEF documents together with the auditor's report and the accompanying audited consolidated financial statements and audited group management report as well as other disclosable documents to the operator of the German Federal Gazette.

The Supervisory Board is responsible for overseeing the preparation of the ESEF documents as part of the financial reporting process.

AUDITOR'S RESPONSIBILITY FOR THE AUDIT OF THE ESEF DOCUMENTS

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material non-compliance, whether due to fraud or error, with the requirements of Section 328 (1) HGB. During the audit, we exercise professional judgment and maintain a critical attitude.

In addition:

› Identify and assess the risks of material non-compliance with the requirements of Section 328 (1) HGB, whether due to fraud or error; plan and perform audit procedures responsive to those risks; and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion;
› Obtain an understanding of internal control relevant to the audit of the ESEF documents in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of those controls;
› evaluate the technical validity of the ESEF documentation, that is, whether the file containing the ESEF documentation complies with the technical specification requirements for that file as set out in Delegated Regulation (EU) 2019/815, as applicable at the reporting date;
› we assess whether the ESEF documents provide a consistent XHTML representation of the audited consolidated financial statements and the audited group management report;
› assess whether the markup of the ESEF documents with inline XBRL technology (iXBRL) enables an adequate and complete machine-readable XBRL copy of the XHTML reproduction.

RESPONSIBLE AUDITOR

The auditor responsible for the audit is Dr Ingo Röders."

Berlin, 19 April 2021

ERNST & YOUNG GMBH WIRTSCHAFTSPRÜFERGESELLSCHAFT

DR RÖDERS BEHRENDT AUDITOR AUDITOR

Ƴ Management Board

The Management Board consisted of one member as of 31 December 2020:

┈ DIRK-HILMAR KRAUS

BUSINESSMAN, BERLIN

Dirk-Hilmar Kraus was reappointed as member of the Management Board of YOC AG on 10 September 2013.

He had previously been represented on the Management Board of the company from 2001 to 2012 – since 2005 as CEO of the company. He founded YOC AG with a partner in Berlin in 2001 after working for Roland Berger Strategy Consultants as a senior advisor dealing mainly with the restructuring and strategic reorientation of companies. Dirk-Hilmar Kraus does not hold any other mandates.

Ƴ Supervisory Board

As of 31 December 2020, the Supervisory Board consisted of three members:

┈ DR NIKOLAUS BREUEL

BUSINESSMAN, BERLIN

Dr Nikolaus Breuel is Chairman of the Supervisory Board at YOC AG.

He has a long-standing experience as a CEO in the field of services. His core competences lie in the definition and implementation of corporate strategies and restructuring.

Mandates:

› Executive Manager Karl-J. Kraus GmbH
› YOC AG: Chairman of the Supervisory Board (since 01/2014), member (since 06/2013)

┈ KONSTANTIN GRAF LAMBSDORFF

LAWYER, BERLIN

Konstantin Graf Lambsdorff is Deputy Chairman of the Supervisory Board at YOC AG and a lawyer and specialist for tax law.

For over 20 years he has advised companies and investors on shareholding, finance and transactions. Konstantin Graf Lambsdorff is one of the founding partners of Lambsdorff Rechtsanwälte, spin-off of a major international law firm focused on growth enterprises.

Mandates:

› PRIMUS Immobilien AG: Chairman of the Supervisory Board (since 2008)
› Lambsdorff Rechtsanwälte PartGmbB: Partner (since 2012)
› YOC AG: Deputy Chairman of the Supervisory Board (since 01/2014)

┈ SACHA BERLIK

BUSINESSMAN, COLOGNE

Sacha Berlik is the third member to the YOC AG Supervisory Board. Up until the end of 2019, the entrepreneur and investor was Managing Director EMEA at The Trade Desk, the worldwide leading and independent company in programmatic media buying (automated trade of advertising spaces). Previously, he had founded the first European programmatic advertising agency in 2008, which he sold to DataXu at the end of 2011. Until 2015 he was General Manager Europe at DataXu, another company active worldwide in programmatic media buying. It was sold to the US video streaming platform Roku in 2019.

Aside from the digital agency Oridian with 22 offices worldwide, he built Active Agent, one of the first European ad networks, as founder and CEO and planned the online presence of the major German private TV channel Sat 1.

Mandates:

› YOC AG: Member of the Supervisory Board (since 01/2014)

Ƴ Yoc Adresses

Berlin

YOC AG YOC Mobile Advertising GmbH

Greifswalder Straße 212 10405 Berlin Germany

Dusseldorf

YOC Mobile Advertising GmbH

Königsallee 94 40212 Dusseldorf Germany

Hamburg

YOC Mobile Advertising GmbH

C/O Ruby Hans Work Spaces Hamburg Steinhöft 9 20459 Hamburg Germany

Publisher

YOC AG Greifswalder Straße 212 10405 Berlin Germany

P + 49 (0) 30 726 162 – 0 F + 49 (0) 30 726 162 – 222 [email protected]

Commercial Register Registration: Amtsgericht Berlin HRB 77 285

Vienna

YOC Central Eastern Europe GmbH

Neubaugasse 10/2/17 1070 Vienna Austria

Warsaw

YOC Poland Sp. Z o. o.

Ul. Biały Kamien 3 m 49 02-593 Warsaw Poland

Editorial

YOC AG Investor Relations [email protected] www.yoc.com

Layout & Design

FORMLOS BERLIN www.formlos-berlin.de

www.yoc.com

AI assistant

YOC AG — Annual Report 2020

497_10-k_2021-04-28_57b0e3ee-e031-4910-9d26-0bc0e4ce1149.pdf

YOC AG Annual Report 2020

The Technology Platform for High-Impact Advertising

Ƴ Yoc Group at a glance

EMPLOYEES

FINANCIAL POSITION AND CASH FLOW (IN KEUR)

To our shareholders

Business Model, Technology and market environment

Group Management Report

Consolidated financial Statements

To our shareholders

Ƴ Letter to the Shareholders

Dear Shareholders,

Ƴ The YOC Share

┈ Shareholder structure YOC AG

┈ Information on the Listing

Domestic shares

593273

DE0005932735

┈ Share price development of YOC AG in financial year 2020

┈ Share Price Data in a year-on-year comparison

4,20 € / 8,00 €

6,04 € / 8,10 €

3,52 € / 2,54 €

┈ development in 2020

Ƴ Report of the Supervisory Board

┈ Composition of the Supervisory Board

┈ Main topics of the Supervisory Board's activities

┈ Meetings of the Supervisory Board

┈ Corporate Governance

┈ Personnel changes on the Executive Board

┈ Training and further education measures

┈ Audit of the annual and consolidated financial statements 2020

┈ Thanks to the Management Board and all employees

Ƴ Financial Calendar 2021

02 Business Model, Technology and market environment

Ƴ Business Model

┈ A Better Advertising Experience for Everyone

┈ Investing in innovation

Ƴ Technology

┈ VIS.X® Platform

┈ Universal Ad Unit

┈ Advanced pricing models

┈ Modern Machine Learning

┈ Fraud Protection

┈ High-impact ad formats

┈ Brand-Safe Premium Inventory

┈ Holistic approach

┈ Trading in the Open Market Place (OMP)

┈ Trading in the private Marketplace (PMP)

┈ Direct trade

┈ Mobile Web and In-App

┈ Effective monetization

┈ High-impact advertising formats

┈ User Experience

┈ Management und Reporting System

┈ Reporting System

┈ MANAGEMENT OF ADVERTISING INVENTORY

┈ Deal and Order Management

┈ Automated billing

┈ High-Impact Advertising Formats

┈ Nielsen Study

THE EFFECTIVENESS OF HIGH-IMPACT ADS Yes!

UNAIDED BRAND RECALL 43% uplift

30% 21%

Top 5 Attributes Brand Presentation

Ƴ YOC Inline Video Ad

Ƴ yoc understitial Ad®

Ƴ YOC Mystery Scroller®

Ƴ YOC Ads Plus

Ƴ YOC Branded Takeover NEw!

Ƴ Market Environment Mobile Programmatic Advertising

┈ Mobile First – the smartphone as an integral part of everyday life

┈ Mobile advertising remains strong during the crisis

GLOBAL ADVERTISING SPEND DECLINES IN 2020

GLOBAL DIGITAL AD SPEND TO GROW SLIGHTLY DESPITE CORONA PANDEMIC

MOBILE OVERTAKES DESKTOP ADVERTISING WORLDWIDE

ALSO IN EUROPE AND GERMANY THE UPWARD TREND CONTINUES

YOC AG Annual Report 2020