MANGOPAY S.A. German Branch

MANGOPAY S.A. German Branch

Berlin

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

MANGOPAY S.A.
Luxemburg/Luxemburg

Annual Accounts as of 31 December 2023

L-1125 Luxembourg

Subscribed capital EUR 27,201,000

R.C.S. Luxembourg B 173.459

Table of Contents

Independent auditor’s report

Annual accounts

• Balance Sheet

• Profit and loss account

• Notes to the annual accounts

To the shareholders of MANGOPAY S.A.

2, Avenue Amélie L-1125 Luxembourg

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

Report on the Audit of the Financial Statements

Opinion

We have audited the Financial Statements of MANGOPAY S.A. (the "Company"), which comprise the balance sheet as at 31 December 2023, and the profit and loss account for the year then ended, and notes to the Financial Statements, including a summary of significant accounting policies.

In our opinion, the accompanying Financial Statements give a true and fair view of the financial position of the Company as at 31 December 2023, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the Financial Statements.

Basis for Opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (the "Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" (the "CSSF"). Our responsibilities under the Law of 23 July 2016 and the ISAs as adopted for Luxembourg by the CSSF are further described in the "Responsibilities of the "Reviseur d'Entreprises Agree" for the Audit of the Financial Statements" section of our report. We are also independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants ("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the Financial Statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the management report but does not include the Financial Statements and our report of the "Réviseur d'Entreprises Agréé" thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors for the Financial Statements

The Board of Directors is responsible for the preparation and fair presentation of these Financial Statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the Financial Statements, and for such internal control as the Board of Directors determines is necessary to enable the preparation of the Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Responsibilities of the "Reviseur d'Entreprises Agree" for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "Réviseur d'Entreprises Agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. 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 Financial Statements.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on Other Legal and Regulatory Requirements

The management report is consistent with the Financial Statements and has been prepared in accordance with applicable legal requirements.

Other Matter

We draw your attention to the fact that the net assets of the Company as at 31 December 2023 fall below half of the subscribed capital. According to Article 480-2 of the amended Law of 10 August 1915 on commercial companies, the Board of Directors shall convene a Shareholders’ General meeting, which should deliberate whether or not to dissolve the Company. The Board of Directors shall set out the causes of that situation and shall justify its proposals in a special report which must be made available to Shareholders at the registered office of the Company eight days before general meeting.

BALANCE SHEET Financial year from 01 01/01/2023 to 02 31/12/2023 (in 03 EUR )

MANGOPAY S.A.

Luxembourg

ASSETS

The notes in the annex form an integral part of the annual accounts

CAPITAL, RESERVES AND LIABILITIES

PROFIT AND LOSS ACCOUNT Financial year from 01 01/01/2023 to 02 31/12/2023 (in 03 EUR_ )

Notes to the annual accounts for the year ended 31 December 2023

1. General information

MANGOPAY S.A. (the "Company") is a limited company (Société Anonyme) and incorporated in Luxembourg on 10 December 2012 under the Company number B173459. Its registered office is 2 avenue Amélie, L1125 Luxembourg.

The Company is governed by the law of 10 November 2009 on payment services, the activity of electronic money institutions and settlement finality in payment and securities settlement systems as amended (the "Payment Services Act"), the law of 10 August 1915 on commercial companies as amended, as well as by the Company's articles of association.

The principal activity of the Company is to conduct the business of issuing electronic money in accordance with the Payment Services Act, providing payment services in accordance with the Payment Services Act and within the limits of its electronic money institution licence. The Company may also, within the limits of the Payment Services Act, enter into, assist or participate in financial, commercial or other transactions and grant to any affiliated company any assistance, loans, advances or guarantees.

The financial year begins on 1 January and ends on 31 December of each year.

The Company has registered branches in France, Germany and Spain for commercial and technical purposes. The accounts of these entities are included in the Company’s annual accounts.

The Company is a wholly owned subsidiary of the French company Mangopay Solutions S.A. (formerly Leetchi S.A.). The Advent International Group acquired Mangopay Solutions through AI Stargate (Luxembourg) S.à.r.l. in July 2022. Since then, further acquisitions and incorporation were made through AI Stargate (Luxembourg) S.à.r.l. and constitute the Mangopay Group (the "Group").

2. Accounting policies

2.1. General principles

The annual accounts are prepared in accordance with the Luxembourg legal and regulatory requirements and with generally accepted accounting principles in Luxembourg.

The accounting policies and valuation principles are, apart from the rules imposed by the accounting law of 19 December 2002 as amended, determined and implemented by the Board of Directors.

2.2. Going Concern

The Company’s net loss for the year was EUR 9.4 million (2022: EUR 16.7 million) and the company has accumulated losses of EUR 35.7 million.

The Company invested significantly to accelerate its development in 2023 and considers 2023 as a pivotal year for expansion and development. A number of initiatives generated positive impact such as cost improvement initiatives, project prioritisation, allocation of resources and investments in short term highly liquid investments. In December 2023, the Company secured a credit line of EUR 15 million with Credit Mutuelle de Bretagne ("Arkea Group").

The Management team will pursue its strategy with a focus on reaching profitability in 2024 by releasing new products such as foreign exchange, identity verification and further enhancing fraud prevention, improving its banking cost structure, continuing its cost management program and acquiring new clients within Europe and the newly launched UK entity.

The Board of Directors considered that the strategic plan, the measures taken to develop the Company's activity and its latest operating plan are sufficient to assess the company's ability to continue as a going concern and, as a result of this assessment, the Board of Directors considers it appropriate to prepare these annual accounts on a going concern basis.

2.3. Use of estimates

The preparation of the annual accounts involves the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent liabilities in the annual accounts. Estimates and judgements are evaluated on an ongoing basis and are based on past experience and other factors, including expectations of future events that are considered reasonable in these circumstances.

The Board of Directors exercises judgement in the application of accounting principles. Any changes in assumptions may have a material impact on the financial statements for the period in which the assumptions are changed. The Board believes that the underlying assumptions are appropriate and that the annual accounts therefore give a true and fair view.

2.4. Intangible fixed assets

Intangible fixed assets with a limited useful economic life are valued at acquisition cost including the expenses incidental thereto or at production cost. Intangible fixed assets are amortised over their estimated useful economic lives. Where the Company considers that an intangible fixed asset has suffered a durable depreciation in value, a value adjustment is recorded to reflect this loss. These value adjustments are not continued if the reasons for which they were made have ceased to apply.

The depreciation is calculated on a straight-line basis over the estimated useful life (3 to 4 years).

2.5. Tangible fixed assets

Tangible fixed assets are valued at acquisition cost including the expenses incidental thereto or at production cost. Tangible fixed assets are depreciated on a straight-line basis over their estimated useful economic lives (3 years). Where the Company considers that a tangible fixed asset has suffered a durable depreciation in value, a value adjustment is recorded to reflect this loss. These value adjustments are not continued if the reasons for which they were made have ceased to apply.

2.6. Debtors

Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which they were made have ceased to apply.

2.7. Cash at bank and in hand

Cash at bank and in hand include cash in hand, cash held for the benefit of clients, cash held on behalf of clients and short-term highly liquid investments with maturities of three months or less.

Bank overdrafts are shown within borrowings in current liabilities. Cash at bank and in hand are initially measured at transaction price and subsequently measured at amortised cost.

2.8. Prepayments and deferred income

Prepayments comprise expenses recognised during the financial year but attributable to a subsequent financial year, whereas deferred income comprise income received during the financial year and attributable to a subsequent financial year.

2.9. Provisions

Provisions are intended to cover expenses or liabilities arising during the financial year or in a previous financial year which are clearly defined with regards to their nature but which, at the balance sheet date, are either probable or certain but indeterminate or uncertain as to their amount or the date of their occurrence.

Claims and lawsuits, where the outflow of resources is not considered probable but not insignificant or cannot be reliably measured, are considered contingent liabilities. Contingent liabilities do not result in the recognition of provisions for liabilities and charges but are described in the notes to the annual accounts.

In exceptional cases where disclosure of all or part of a required disclosure would cause serious prejudice to the entity in a dispute with a third party regarding the matter that is the subject of the provision or contingent liability, that information is not provided. The general nature of the dispute, the fact that this information was not provided and the reason why it was not provided are then indicated.

2.10. Creditors Liabilities

Creditors are recorded at repayment value.

2.11. Revenues recognition

The Company earns primarily commissions based on the volume of payments processed for its customers. Commissions typically have a fixed and variable component known when the invoice is generated. Revenue is measured based on the amount of consideration that the Company expects to receive, reduced by promotional discounts and rebates, if any and exclusive of value added tax.

2.12. Conversion of foreign currency accounts

The Company keeps its accounts in euro (EUR) and the balance sheet and profit and loss account are expressed in this currency.

Income and expenses in currencies other than the euro are exchanged into euro at the exchange rate prevailing at the date of the transactions. Realised foreign exchange gains and losses and unrealised foreign exchange losses are recognised in the profit and loss account.

Balance sheet positions associated with electronic money issuance operations and transactions in currencies other than the euro are converted at the exchange rate prevailing at the balance sheet date.

3. Intangible assets

The movements during the year were as follows:

4. Tangible assets

The movements during the year were as follows:

5. Financial assets

The financial assets relate primarily to office rental guarantees and this year additions relate to office expansion.

6. Debtors

In December 2023, bad debts were written-off for EUR 503,725 and recorded under “Other operating expenses”.

The amounts owed by affiliated undertakings mainly consist of receivables for services provided and loans.

In December 2023, the Company entered into a loan facility with AI Stargate (Luxembourg) S.a r.l.. The loan is unsecured and unguaranteed for a maximum amount of EUR 10 million, repayable at any time and at the latest by 31 December 2028. The loan bears an annual interest rate of EURIBOR 3M plus margin.

7. Cash at bank

Cash at bank includes corporate accounts and segregated funds deposited with credit institutions. The segregated accounts on behalf of clients consist of payment accounts. The segregated accounts owed to clients consist of funds deposited with a credit institution in exchange for the issuance of electronic money.

Since May 2023, the Company has invested in short-term highly liquid deposits to optimise return on the excess cash available. The interest income on these investments amounts to EUR 15,743,219 (2022: EUR 0).

8. Prepayments and accrued income

9. Capital and reserves

Subscribed capital

As of 31 December 2023, the subscribed capital amounts to EUR 27,201,000 represented by 27,201,000 shares with a nominal value of EUR 1 each fully paid.

Share premium account

The Company received cash contributions of EUR 4,000,000 and EUR 5,000,000 allocated to the Share premium account in May 2023 and December 2023, respectively.

Legal reserve

In accordance with the Luxembourg company law, the Company is required to transfer a minimum of 5% of its net profit for each finance year to a legal reserve. This requirement ceases to be mandatory once the legal reserve reaches 10% of the issued subscribed capital. The legal reserve is not available for distribution to the shareholder.

Others

The Company did not purchase any of its own shares and held no treasury shares during the current and previous financial year.

10. Provisions

11. Tax

The Company is subject to all taxes applicable to commercial companies in Luxembourg. The Company branches are subject to all taxes applicable under their respective country of establishment law.

12. Creditors

The amounts owed to affiliated undertakings mainly consist of loans and payables for services provided.

In December 2023, the Company entered into a credit line agreement with the Credit Mutuel de Bretagne (Arkea Group), as the lender, for a maximum amount of EUR 15 million. The credit line bears an annual interest rate of Euribor 3 Months plus mark-up. Interest expense amounts to EUR 22,565 (2022: EUR 0).

A cash advance from Mangopay Solutions S.A. for EUR 3,000,000 was repaid in December 2023. The interest expense on this cash advance amounted to EUR 34,042 (2022: EUR 44,476).

13. Net turnover

A breakdown of revenue by geographical markets has been omitted, pursuant to the provisions of Article 67(2) of the amended law of December 19, 2002, as its disclosure would likely be detrimental to the Company.

14. Other external charges

Other external charges are mainly composed of costs related to the Company’s activities, primarily banking costs, including provision of services from affiliated undertakings.

15. Staff costs

The Company employed an average of 107 employees during the financial year 2023 (2022: 126).

16. Emoluments

No emoluments, advances or credits were granted to the members of the administrative and supervisory bodies of the Company during the current and previous financial year.

17. Other operating expenses

In 2023, the Company assumed losses for processed transactions associated with fraud and solvency of its clients for EUR 2.9 million (2022: EUR 0.9 million).

18. Audit and non-audit services

The fees of the Reviseur d’entreprises agree were as follows:

19. Off balance sheet commitments

The Company has future minimum lease payments for EUR 2.1 million under office leases, additional costs that may be incurred in the event of contract termination (2022: EUR 2.6 million). The IT financial lease was terminated in 2023.

20. Post balance sheet events

There were no significant events affecting the Company that would require an adjustment to or would require a disclosure to the annual accounts as of and for the year ended 31 December 2023.