MadeFor Music Publishing GmbH

Banijay Group SAS

Paris

Konzernabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022

Statutory auditor's report on the consolidated financial statements

To the President,

Opinion

In our capacity as statutory auditor of Banijay Group and in accordance with your request in connection with the shareholder's agreement, we have audited the consolidated financial statements of Banijay Group and its subsidiaries (the Group), which comprise the consolidated statement of financial position and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at December 31, 2022 and its consolidated financial performance and consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the EU.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in France, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the EU, and 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 Entity'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 Management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are 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 to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs 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 consolidated financial statements.

As part of an audit conducted in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

Restriction on Use of our Report

This report is addressed to the President of the Entity. We assume or take no responsibility in respect of third parties to whom this report is distributed or made available.

This report is governed by, and construed in accordance with French law. The courts of France shall have exclusive jurisdiction in relation to any claim or dispute concerning the engagement letter or this report, and any matter arising therefrom. Each party irrevocably waives any right it may have to object to an action being brought in any of those courts and to claim that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

Consolidated financial statements For the period ended December 31, 2022

CONTENTS

1. CONSOLIDATED STATEMENT OF PROFIT OR LOSS

2. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

3. CONSOLIDATED STATEMENT OF CASH FLOWS

4. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.1. Corporate information

5.2. Significant events

5.3. Accounting principles and methods

5.3.1. Compliance with IFRS

5.3.2. Main estimates and accounting assumptions

5.3.3 Summary of key accounting methods

5.4. Segment information

5.4.1 Reporting by operating segment

5.4.1.1. Definition of group operating segment

5.4.1.2. Disclosure of operating segment information

5.4.2. Reporting by main geographical area

5.4.3. Reporting by main customer

5.5. Changes in consolidation scope

5.6. Notes to the statement of profit or loss

5.6.1. Revenue

5.6.2. Operating expenses

5.6.3. Staff costs

5.6.4. Other non-current operating income (expenses)

5.6.5. Cost of net debt

5.6.6. Other finance income (costs)

5.6.7 Income tax

5.6.8. Share of profit of associates and joint ventures

5.6.9. Earnings per share

5.7. Notes to the statement of financial position

5.7.1. Goodwill and other intangible assets

5.7.2. Leases

5.7.2.1. Right-of-use assets

5.7.2.2. Leases liabilities

5.7.2.3. Low value leases and short-term leases

5.7.2.4. Maturity of lease liabilities

5.7.3 Property, plant and equipment

5.7.4. Investments in associates and joint ventures

5.7.5. Non-current financial investments

5.7.6 Deferred tax assets (liabilities), net

5.7.7. Work in progress

5.7.8. Trade and other receivables

5.7.9. Other current assets

5.7.10. Cash and cash equivalents

5.7.11. Equity

5.7.12. Borrowings and other financial liabilities

5.7.13. Provisions (liabilities)

5.7.14. Other long-term liabilities

5.7.15. Trade and other payables

5.7.16. Other current liabilities

5.7.17. Fair value of financial assets and liabilities

5.8. Notes to the statement of cash flows

5.8.1 Other adjustments

5.8.2. Consequences of changes in consolidation scope

5.8.3. Net interest paid and derivative instruments settlement

5.8.4. Net investment in financial assets

5.8.5. Income tax paid

5.9. Objectives and strategies regarding financial risk management

5.10. Off -balance-sheet commitments

5.11. Information on related parties

5.12. Staff

5.13. Audit fees

5.14. Events after the reporting period

5.15. Consolidation scope

1. CONSOLIDATED STATEMENT OF PROFIT OR LOSS

^(a) Reclassification in 2021 operating expenses / external expenses for +€13m

Consolidated statement of comprehensive income

^(a) see note 5.9 - Objectives and strategies regarding financial risk management

2. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS

EQUITY AND LIABILITIES

3. CONSOLIDATED STATEMENT OF CASH FLOWS

⁽¹⁾ Change in presentation of 2021 dividends paids : €(1)m have been reclassified from dividends paid to non controlling interest toward dividends paid to group shareholders

Cash and cash equivalents presented in the consolidated statement of cash flows are comprised of cash and cash equivalents (€344m in December 2022, €280m in December 2021), reduced by bank overdrafts (€2m in December 2022, vs €11m in December 2021).

We refer to note 5.3.3. - Summary of key accounting methods - Cash & cash equivalent

4. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

^(a) Fair value adjustment on cash flow hedge, see note 5.9 - § Hedging on interest rate risk
^(b) Increase in share premium and own share buy-back, see note 5.7.11
^(c) Fair value variation on investments, see note 5.7.5
^(d) Acquisition of Non-Controlling Interest and other variation - At 2021 year end, the line acquisition of Non-Controlling Interest includes mainly the impact of the Brainpool acquisition of the minority interest At 2022 year end, the line acquisition of non-controlling interest and other variation includes the impact of new Put / call agreement on Bear Grylls and Movimenti acquisition minority interest

5. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.1. Corporate information

Banijay Group S.A.S. (the "Company") is a limited liability company domiciled in France and with its head office located at 5, rue François 1er - 75 008 Paris (France).

The condensed consolidated financial statements of Banijay Group for the period ended December 31, 2022, were closed by the Chairman in order to be presented to the supervisory board's meeting of Banijay Group Holding on March 14, 2023.

Banijay Group S.A.S has a share capital of € 104.215.171 (104.215.171 shares of € 1.00 each) and is the parent entity of the Banijay group. LOV Group Invest S.A.S. is the ultimate parent of the group. FL Entertainment, listed vehicle in Amsterdam, is one of the intermediate holdings.

Banijay Group is in the business of producing audiovisual programs, managing, and marketing of intellectual property rights in relation to audiovisual and digital contents and / or formats.

The consolidated financial statements present the financial situation of the Company and its subsidiaries (the "group"). They are denominated in Euro as this is the currency used for the majority of the group's transactions.

Banijay Group's annual reporting date for its financial statements is December 31.

5.2. Significant events

FL Entertainment

In May 2022, Stéphane Courbit announced that the Banijay Group together with the online sports gambling group, Betclic would go public via a special purpose acquisition company (SPAC) backed by prominent investors. The deal gives the new company, FL Entertainment, an enterprise value of €7.2bn, or €4.1bn in equity value. The shares have begun trading on Euronext in Amsterdam, The Netherlands on July 1, 2022.

As part of this operation, Banijay Group share value was reassessed and some Long-Term Incentive Plan (LTIP) instruments, indexed on the Banijay Group share value, were also reassessed accordingly.

Russian / Ukrainian conflict

The group is closely monitoring the situation between Russia and Ukraine in order to anticipate any fall-out that could affect our business there and beyond.

On the fourth quarter of 2022, our Russian entity Weit Media (now gathering Mastiff Russia and Weit Media activities) is deconsolidated as, in fact, we lost our operational control and a selling project is underway.

The group has limited exposure to the Russian market. In 2022, its Russian subsidiaries generated a net revenue of €27m (0.8% of Group revenue as of December) and current operating profit of €2m (0.9% of Group Current operating profit as of December 2022).

5.3. Accounting principles and methods

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

5.3.1. Compliance with IFRS

The consolidated financial statements of the group for the twelve months' period ended December 31, 2022 have been prepared in accordance with International Financial Reporting Standards (IFRS) applicable at that date, and the relevant interpretation standards (SIC/IFRIC) registered by the European Commission and in force at such date, which, for those relevant to the Company, do not present any difference with the accounting standards as issued by the International Accounting Standards Board (IASB).

New standards, interpretations and amendments adopted by the group from January 1, 2022

Several amendments apply for the first time in 2022, but do not have any impact on Banijay in the current reporting period.

Standards and interpretations that are not yet effective have not been applied by anticipation by the group

The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

5.3.2. Main estimates and accounting assumptions

The preparation of the consolidated financial statements of the group requires the management to use certain estimates and assumptions that have an impact on the carrying amount of revenues, costs, assets, and liabilities. The main estimates and assumptions relate to (i) the valuation and useful lives of audiovisual rights, (ii) the valuation of goodwill, (iii) the amount of provisions for risks and other provisions in relation with the group's activity, (iv) the calculation of debt related to earn outs on acquisitions, (v) the estimate of debt resulting from put options in favour of minority shareholders, and (vi) the assumptions used for share-based payments.

The features of main accounting methods, judgements and other uncertainties which affect the application of these accounting methods, as well as the sensitivity of the results to changes in the conditions and assumptions, are factors to be considered while reading these financial statements, as the outcomes of these estimations will, by definition, rarely equal the actual figures.

There has been no significant change in the main estimates and accounting assumptions of the group over the period.

Goodwill impairment

The group reviews, at least once a year, and at any time when a trigger event for impairment occurs, if goodwill has to be impaired. The latest impairment review was performed in December 2022 (see note 5.3.3 - Impairment of non-financial assets below).

Content assets depreciation

The group reviews, at least once a year, and at any time when a trigger event for impairment occurs, if the content assets presented in the balance sheet have to be impaired. The carrying value of these assets is compared to the net sales forecast of the said format over a maximum period of 10 years.

Earn-out payments / put option rights in favour of minority shareholders

Following external growth transactions, the group can be committed to pay former/minority shareholders either earn-outs or further acquisition price pursuant to put options on their remaining shareholding, depending on future profits. Related debts are accounted for in the balance sheet at their present value. The group estimates these debts using assumptions on future profits and calculates scheduled cash outflows using a discount rate.

Share-based payments and Long-term incentive plans

Share subscription, purchase options, phantom shares as well as free shares have been granted to certain employees of the group. The value of these plans depends on future profits of the relevant subsidiaries as well as on the equity value of the group.

5.3.3. Summary of key accounting methods

The consolidated financial statements include the financial statements of the Company and those of its subsidiaries, associates and joint ventures on December 31, 2022. The financial statements of main subsidiaries are prepared on the same accounting period as that of the Company, using homogeneous accounting principles.

All balances, transactions, revenues and expenses, intra-group profits and losses resulting from transactions with subsidiaries are eliminated.

Subsidiaries are fully consolidated from the date on which the group acquires control. They continue to be fully consolidated until the date that such control ceases. The results of the operations of subsidiaries acquired or sold during a given year are recognized in the consolidated results from the date of acquisition or up to the date of divestment.

Non-controlling Interests represent the portion of profit or loss and the net assets not owned by the group in a given subsidiary. They are presented separately in the statement of profit or loss as well as in equity in the consolidated balance sheet, separately from the equity attributable to the shareholders of the group.

Current / non-current distinction

According to IAS 1 - Presentation of financial statements, the assets and liabilities are classified as current when their recoverability or their payment is expected no later than 12 months from the closing date, except for deferred taxes which are shown as non-current assets and liabilities.

Consolidation scope and methods

Subsidiaries

In accordance with IFRS 10, the subsidiaries are fully consolidated from the date when the group acquires the control over the subsidiary. Under this standard, the group controls a subsidiary if and only if all the conditions below are met:

When minority shares are subject to put and call options that give Banijay Group a present ownership on the underlying shares, no non-controlling interest are recognized in Banijay Group's consolidated financial statements related to those minority shares. The group recognises a financial liability corresponding to the expected present value of the debt that will be paid to the holders following the exercise of those put and call options.

Joint ventures and associates

Joint ventures are the companies in which the Company exercises a joint control. Associates are investments in which the Company exercises a significant influence, i.e. it has the power to participate in the financial and operational decisions but does not have control. The Company accounts for its investments in joint ventures and associates using the equity method.

Under this method, interests in associates and joint ventures are recorded in the balance sheet at acquisition cost and are increased or reduced by the group's share in the entity's net assets, post-acquisition. Goodwill relating to acquired associates and joint ventures is included in the carrying amount of the investment and is not depreciated.

The statement of profit or loss reflects the group's part in the results of operations of the related entity. Significant profits and losses resulting from transactions between the group and the associates and joint ventures are eliminated up to the percentage of interest in the entity.

The percentage of legal interest held by the group in the consolidated companies as well as the consolidation methods are disclosed in Note 5.15 'Consolidation scope'.

Foreign currency translation

The consolidated financial statements are established in euro, which is the functional and presentation currency of the group.

Translation of foreign-currency denominated transactions

Each entity determines its own functional currency. The items of each entity's financial statements are measured using the functional currency. Transactions in foreign currencies are recorded initially at the exchange rate of the functional currency prevailing at the transaction date or at the hedging rate, if applicable.

Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate of the functional currency at the closing date and the resulting exchange differences are recognized in the statement of profit or loss. Non-monetary items that are measured at historical cost in a foreign currency are reported using the exchange rates prevailing at the dates of the initial transactions.

Long-term monetary assets held by an entity of the group in a foreign subsidiary for which a settlement is neither planned nor likely to occur in the foreseeable future, are a part of the net foreign investments. Thus, pursuant to the provisions of IAS 21 "The effects of changes in foreign exchange rates", corresponding exchange rate differences are entered into "other comprehensive income" until the date the investment is disposed of. Otherwise, the exchange differences are recorded as profit or loss.

Likewise, gains or losses exchange differences relating to intercompany loans that are hedging instruments for net investments abroad, as provided for by IFRS 9 "Financial Instruments " are recognized as Other comprehensive income.

Translation of subsidiaries' foreign currency denominated financial statements

Assets and liabilities, including goodwill of foreign subsidiaries are translated into euro at the official exchange rate prevailing on the balance sheet date and their statement of profit or loss is translated at the average exchange rate over the period considered. The resulting exchange differences are booked directly to equity in a separate heading denominated "Foreign currency translation reserve". When a foreign entity is sold, the exchange differences accumulated in the "foreign currency translation reserve" allocated to the entity are transferred to profit or loss.

Intangible assets

Intangible assets include:

Initial recognition

Initial recognition of intangible assets is at cost, except for those acquired in a business combination, which are recognized at fair value.

Depreciation & amortization

Following initial recognition, intangible assets are carried at cost less any accumulated depreciation and any accumulated impairment losses.

Audiovisual rights are considered to have a definite useful life.

Intangible assets are depreciated based on the consumption of the associated economic benefits and on the remaining useful life of the asset. Hence, audiovisual rights are depreciated on an accelerated basis following the decline in the net value of the asset following its initial broadcasting by the clients.

Intangible assets acquired in a business combination are depreciated:

Software assets are depreciated over their estimated useful life (between 1 and 5 years).

The depreciation period and the amortization method are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the depreciation period or method.

Property, plant and equipment

Property, plant and equipment are recorded at their acquisition cost, less accumulated depreciation and impairment losses. Depreciation is calculated on a straight-line basis over the useful life of such fixed assets. The residual value, the useful life and depreciation methods of the fixed assets are reviewed and adjusted, if necessary, at each financial year-end.

Leases

Right-of-use assets

The group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

Lease liabilities

At the commencement date of the lease, the group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including insubstance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the group and payments of penalties for terminating a lease, if the lease term reflects the group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The interest used at the inception of the contract will be the same for the whole life of the lease term aside if there are modifications in contract terms such as a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

Short-term leases and leases of low-value assets

The group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment and cars that are considered of low value.

Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straightline basis over the lease term.

Significant judgement in determining the lease term of contacts with renewal options

The group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The group has the option, under some of its real estate leases to lease the assets for additional terms of several years. The group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g ., a change in business strategy).

Impairment of non-financial assets

In accordance with IAS36 - Impairment of Assets, the Group assesses the recoverable amount of intangible assets, goodwill and tangible assets is tested for impairment as soon as external or internal signs of impairment losses exist, such signs being reviewed at each closing date (sector ratio declining, strong overall decrease in the business relating to the cash generating unit, fall in activity with a major customer of the cash-generating unit...).

If applicable, the recoverable amount of the asset is tested for impairment to determine whether there is an impairment loss.

Irrespective of whether there is any indication of impairment, this test is performed at least once a year. Concerning the goodwill, this requires the recoverable value of the cash generating unit to which the goodwill has been allocated, to be measured. The group mainly estimates the recoverable value through its value-inuse. The latter is determined by the management through a projection of expected future cash flows that are discounted at an appropriate rate.

If appropriate, an impairment loss is recorded for the portion of the net book value of the asset exceeding the recoverable amount (mostly measured through the asset's value-in-use).

The recoverable value of the assets to which it is possible to directly attribute independent cash inflows is assessed on a stand-alone basis. The other assets are grouped within the cash-generating unit ("CGU") to which they belong to estimate their value-in-use. A CGU is defined as the smallest group of assets that generates cash inflows that are largely independent of those from other assets or groups of assets.

Banijay's CGU are managed through three operating segments as defined by IFRS 8. These correspond to our three specific trades: Production, Distribution and Holding.

Production segment is split by geographical segments:

The goodwill from significant acquisitions (Zodiak Media in 2016 and Endemol Shine Group in 2021) have been allocated to different CGUs according to the territories and taking into consideration the similarities between the different markets. Currently, Banijay Group management considers 4 CGUs as described above.

The value-in-use of an asset or a CGU is measured by the method of discounted cash flows, based on projections of future financial cash flows over the next 4 years. Forecasts are derived from plans presented and approved by the Chairman and the Supervisory Board of the Company. A long-term growth rate is applied to project cash flows after the fourth year.

By assessing value-in-use, the estimated future cash flows are discounted; the discount rate is a post-tax rate and reflects the current market assessments of the time value of money and the risks specific to the asset.

Where an impairment loss is recognized, it is accounted for directly in the statement of profit or loss under a specific heading.

Impairment losses recognized for goodwill can never be reversed.

The value of assets, other than goodwill, for which an impairment loss has been recorded, is reviewed at each closing date for the purposes of reversing the impairment loss, if necessary. Where a reversal occurs, it is recorded as profit or loss. In such a case, the book value of the asset can be increased up to its recoverable value. After reversing the impairment loss, the book value cannot exceed the carrying amount that would have been determined, net of amortization or depreciation, had no impairment loss been recognized for the asset in prior years.

Financial instruments

Financial instruments consist of:

Financial instruments (assets and liabilities) are recorded in the consolidated statement of financial position at the fair value on initial recognition, plus in the case of an asset that is not subsequently recognized at fair value through profit or loss, transaction costs directly attributable to the acquisition of that asset.

They are subsequently measured at either fair value (result or other comprehensive income) or amortised costs, depending on their nature.

Amortized cost corresponds to the initial carrying amount (net of transaction costs), plus interest calculated using the effective interest rate, less cash outflows (coupon interest payments and repayments of principal and redemption premiums where applicable). Accrued interest (income and expense) is not recorded on the basis of the financial instrument's nominal interest rate, but on the basis of its effective interest rate.

The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.

Financial assets

The classification of a financial asset in each of these categories depends on the management model applied by the enterprise and the characteristics of its contractual cash flows.

Transactions relating to financial assets are recorded at settlement date.

Debt instrument at amortised cost

These financial assets are initially recognized at their fair value to which is added directly attributable transaction costs and, then at amortised cost at each closing date, applying the effective interest rate method.

This category of assets includes trade receivables and other debtors, loans and deposits, receivables attached to participating interests, cash and loans to associates or non-consolidated entities. In practice, trade receivables are measured to the amortised cost method, even though they may be subject to an assignment of receivables, for example, in the context of factoring.

Equity instrument at fair value through OCI

The group elected to classify irrevocably its non-listed equity investments under this category as it intends to hold these investments for the foreseeable future.

Impairment testing of debtor financial assets

The group reviews if, at the closing date, a debtor financial asset or a group of debt financial assets is likely to suffer an impairment loss based on both the expected credit loss approach and when there is an objective indicator of loss.

In practice, given the weak level of loss incurred on prior years' receivables, the expected credit loss approach does not have any significant impact.

If there is objective evidence that debtor financial assets carried at amortised cost or at fair value through OCI should be impaired, the amount of the loss is estimated by difference between the book value and the discounted future cash flows such as expected (excluding future probable and not actual credit losses). The discount rate used is the initial effective interest rate (i.e. the effective interest rate computed at initial recognition of the asset). The book value is reduced through the use of an allowance account. The amount of the loss is recorded as profit or loss.

If, subsequently, the impairment decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment will be reversed. The reversal of an impairment loss is recognized as profit or loss, as long as the book value of the asset does not exceed its amortised cost at the date the loss allowance is reversed.

With respect to receivables, a loss allowance is recorded when there is objective evidence (probability of insolvency or severe financial difficulties of the debtor) that the group will be unable to recover the balance in accordance with the initial payment conditions. The book value of the receivable is reduced by way of an allowance for loss. Impaired receivables are derecognized when they are considered as uncollectible.

Financial liabilities

Financial liabilities are divided into two categories: financial liabilities at amortised cost and financial liabilities at fair value through profit or loss.

The financial liabilities of the group mainly consist of liabilities valued at amortised cost. Among them are loans and similar debts including:

The category of financial liabilities at fair value through profit or loss includes liabilities that should have been explicitly designated at initial recognition by the group of which earn out and Put over minority interest.

Interest-bearing debts and borrowings

All loans, and debts are recognized initially at the fair value of the consideration received, less costs directly attributable to the transaction.

After initial recognition, interest-bearing liabilities and debts are evaluated at amortised cost using the effective interest rate method.

Costs directly attributable to the issuance of debt are deducted from liabilities and are amortised over the life of the debt, as a component of the effective interest rate.

Derecognition of financial instruments (assets and liabilities)

Financial instruments (assets and liabilities) are derecognized when the related risks and rewards of ownership have been transferred, and when the group no longer exercises control over the instruments.

Gains and losses are recognized as profit or loss when assets or liabilities are derecognized using the model of amortised cost.

Derivative financial instruments

The group uses derivative financial instruments such as forward exchange contracts, options and interest rate swaps to cover its risks related to fluctuations in foreign currency exchange rates and interest rates. These derivative financial instruments are recognized initially at fair value on the date on which they are contracted. They are then re-estimated at their fair value at each closing date. Derivative financial instruments are recognized as assets in the balance sheet when the fair value is positive and as liabilities when the fair value is negative.

For derivatives that meet the criteria of hedge accounting, gains or losses related to change in the fair value of derivatives during the financial year are accounted for in "other comprehensive income" in case of cash flow hedge or through P&L in case of Fair Value hedge. For derivatives that do not meet the hedge accounting, they are recognized directly as profit or loss.

The fair value of forward exchange contracts is calculated by reference to the forward exchange rates applicable to contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to the market values of similar instruments.

The fair value of financial instruments that are traded on active markets is determined at each closing date by reference to the market quotations or transaction prices. Transaction costs are not taken into account.

For instruments that are not traded on an active market, fair value is determined using appropriate valuation techniques. These may include:

Contract balances

If accrued revenue constitutes an unconditional right to payment or consideration, i.e., if the passage of time is sufficient for payment of the consideration to fall due, the accrued revenue will constitute a receivable. In all other cases, it constitutes the contract assets.

Revenue accruals are classified in "Trade and other receivables" since accrued revenue constitutes an unconditional right to a consideration.

Advance payments received from customers and deferred income are the contract liabilities. They are classified in "Other current liabilities".

Inventories

Inventories relating to work in progress are valued at production cost. They represent outstanding production of audiovisual programs, excluding fictions for which (i) the group retains a part of the IP and (ii) expects significant IP revenues, that are not finalised and not delivered to the client at closing date. In the case that production losses are anticipated, a provision for losses on onerous contract is accounted for, after inventories have been written off.

Cash and cash equivalents

Cash and short-term deposits include liquid and available bank accounts subject to limited changes in fair value as well as short-term deposits whose initial maturity is less than three months.

For the needs of the consolidated statement of cash flows, cash and cash equivalents are composed of the cash and cash equivalent as defined above reduced by bank overdrafts.

Provisions

Provisions are recorded only if:

The charges relating to provisions are accounted for as profit or loss, net of any contingent reimbursement. If the effect of the time value of money is material, provisions are discounted using a discount pre-tax rate that reflects, where appropriate, the risks specific to the obligation. When discounting, the increase in the provision due to the passage of time is recognized in net financial income (loss).

Pensions and other defined post-employment benefit plans

The group's obligations under defined benefit pension plans and other post-employment benefit plans are computed by independent actuaries using the projected unit credit method. The actuarial valuation involves making assumptions such as discount rates, retirement date, staff turnover, future increases of wages, mortality rates and future pension increases.

For these post-employment benefit plans, the actuarial gains and losses are immediately and entirely recognized in other comprehensive income with no possibility of recycling in the income statement. Past service costs are immediately and fully recorded in the income statement on acquired rights as well as on future entitlements.

The effect of discounting of the provision are presented in the net financial income (loss).

Other provisions

All disputes (type, amounts, procedure and level of risk) are identified by the Legal Department of the group which ensures regular monitoring. The amount of provisions for the claims result from a case by case analysis, depending on the positions of the litigants, on the estimation of the risks by the group's legal advisors and on first instance decisions, if any.

By nature, some provisions are based on estimates and assumptions without considering a precise deadline for the corresponding cash outflows.

Revenue recognition

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control of a product or service to a customer.

The revenue from ordinary activities is recognized as soon as the economic benefits of the transaction will probably benefit the Group, the amount is reliably measured, and it is likely the amount of the transaction will be recovered.

Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised either when the performance obligation in the contract has been performed ('point in time' recognition) or 'over time' as control of the performance obligation is transferred to the customer.

Customer contracts can have a wide variety of performance obligations, from production contracts to format licences and distribution activities. For these contracts, each performance obligation is identified and evaluated.

The transaction price, being the amount to which the Group expects to be entitled under the contract, is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration where the Group's performance may result in additional revenues based on the achievement of agreed targets such as audience targets. Variable consideration is not recognised until the performance obligations are met.

Production revenues (from producing television programs)

Production revenues are recognized when the programs are delivered to the client. Standard criteria to determine that the performance obligations have been fulfilled and revenue can be recognized are:

In case of partial delivery of the same program over several periods of time (series, etc...), revenue, costs and margin are recognized according to episodic deliveries.

Production revenues do not include grants, subsidies and co-producers' contributions. These are presented as a reduction of cost of sales.

Distribution revenues (from the sale of finished programs and formats)

Distribution revenues are recognized when the rights are transferred to the client:

Revenues from other rights and services

Other rights and services include merchandising, music rights, other ancillary revenues and digital services.

Merchandising revenues are recognized when the rights are transferred to the client:

Minimum guarantee revenues are recognized as revenue when the above criteria are met, and further variable payments are recognized when received.

Revenues from music rights are recognized as revenues when received based on royalties' statements (output method).

Revenues and costs related to the rendering of services are recognized on completion of the service rendered as long as they can be estimated reliably.

When the outcome of the transaction cannot be estimated reliably, revenue shall be recognized only to the extent of the expenses recognized.

Principal vs agent consideration

The group is considered as principal in most of its "performance obligation".

In the course of its business, the group resells finished tape or formats purchased from third parties. Given it obtains the right to distribute the content, Banijay usually controls the licence.

The distinction between agent and principal has an impact on the presentation of revenue, which is recognized as follows:

Production costs

Production costs are net of co-producers' contributions, grants and subsidies.

They mainly include the costs of scripts, actors, directors, rental of equipment, technical staff, participants, hosts, sets, format fees, etc.

Until programs are delivered, related production costs are capitalized in work in progress for non-scripted programs and as intangible assets for scripted programs for which (i) the group retains the IP and (ii) the group expects significant further IP revenue.

At revenue recognition date, the production costs of non-scripted programs are expensed in the income statement.

The production costs of scripted programs for which the group retains the IP and expects further significant IP revenue are amortized as production costs in the statement of profit or loss using the ultimate revenue method. The cumulated amortization is calculated at the end of a given year as follows:

The total estimated revenue of a program is the sum of actual cumulated revenue of the program and the program's future revenue forecast. Depreciation for a current year is calculated by difference with cumulated depreciation of previous years, if any. An impairment is booked if the net value of the program is higher than the future revenue forecast.

Initial depreciation of a scripted program is expensed at delivery while the remaining value is depreciated when the subsequent distribution revenues are recognized.

Grants and subsidies

Grants and subsidies are recognized when there is reasonable assurance that the grant will be received, and all attached conditions will be fully complied with.

Grants and subsidies which are strictly related to the financing of a given program are deducted from production costs. When they relate to an asset, grants and subsidies are directly deducted from the carrying amount of the asset and released to the depreciation and amortization calculated on the net amount over the useful life of the asset.

All other grants and subsidies (such as government grants not strictly related to a program) are recognized as "Other operating income" when granted.

Other non-current operating income and expenses

These comprise income and expenses that are both unusual in nature and significant in terms of value at the consolidated level. The group presents such income and expenses separately in the statement of profit or loss in order to facilitate the understanding of the recurring operating performance.

Long term incentive plan and employee benefit resulting from business combinations

Long term incentive plan

Long term incentive plan (LTIP) includes share-based payment plan both phantom shares and free shares, that have been granted to certain employees of the group and are settled in cash or equity, and some other long term incentive plan usually based on the performance of one or several entities.

Most of those schemes are based on the local value creation of the entities in accordance with formulas mostly based on operating KPI (such as operating profit) in which the beneficiaries of the plan are rendering services.

The group revaluates at each reporting date the fair value of the services that have been rendered to date by the beneficiaries of the plan and the resulting expense is recorded under staff costs.

Several plans have been granted to certain key employees of the group. Main plan are disclosed here after:

. Phantom shares plan (Perimeter and Group LTIP), granting phantom shares over a period of 4 years (2022 - 2024) and 8 years of vesting (2022 - 2028).

Perimeter LTIP is based on the operating performance of each entity belonging to the plan. The value creation compared to a floor will generate phantom shares of Banijay Group to the beneficiaries.

Group LTIP is based on the fair market value of Banijay Group share value. Beneficiaries will receive phantom shares of Banijay Group.

The phantom shares value is mainly driven by the Banijay Group share value and is assessed by external financial experts on a regular basis. Those phantom shares enable the beneficiaries to benefit from the value creation of Banijay group shares.

. Free shares plan.

Some managers have been granted a free share program of Banijay Group shares (existing or new shares). Expected attribution date are 2023, 2024, 2025, 2026, 2027, 2029. The dilutive effect at year end 2022 is disclosed in notes 5.6.9 - Earnings per share.

Employee benefits resulting from a business acquisition arrangement

The Group generally prospects, identifies and acquires companies that create high value. It also looks for the opportunity to secure acquisitions of companies held by talented managers with the strategy of maintaining and incenting such managers after closing.

In this context, the transaction is often accompanied by an employment agreement or a service agreement between the acquiree and the manager, pursuant to the closing. Share purchase agreements may also specify restrictions on the acquisition price, on the potential earn-outs or on the remaining minority interest options in case of early departure of the manager. These restrictions may be:

These contingent consideration arrangements aim at compensating former owners of the business acquired for future services and shall be recognized as a separate transaction as required by IFRS 3.

Depending on the description of the contingent consideration, those transactions are recognized in accordance with IFRS 2 (cash-settled share-based payment) or IAS 19 (long-term incentives):

A liability is recognized for the goods or services acquired over the vesting period based on the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the liability is remeasured, with any changes in fair value recognized in profit or loss for the year.

When the consideration has already been paid, this amount is initially recognized as an asset. Subsequently, this arrangement is presented in the consolidated statement of financial position as an asset or as a liability, depending on the relationship between the manager's performance and the payment.

Tax

Current tax

Tax receivables or tax payables for the current period and prior periods are estimated at the amount that is expected to be received from or to be paid to the tax administration. Tax rates and tax laws used in order to estimate the tax receivable or the tax liability are those which have been enacted at closing date.

Current income taxes pertaining to items recognized in "other comprehensive income" are recorded in the same category and not as profit or loss.

Deferred tax

Deferred taxes are accounted for using the liability method for all temporary differences between the carrying amount recorded in the consolidated statement of financial position and the tax bases of assets and liabilities, except for non-tax-deductible goodwill. Deferred taxes are determined based on the way in which the group expects to recover or settle the carrying amount of the assets and liabilities using the tax rates that are expected to apply in the year the asset will be realised or the liability settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the reporting date.

Deferred tax assets and liabilities are not discounted and are offset when they have the same maturity and relate to the same taxable entity. They are classified in the statement of financial position as non-current assets and liabilities.

Deferred tax assets are only recognized to the extent that it is probable that future taxable profit will be available against which deductible temporary differences or tax losses and tax credit carryforwards can be utilised.

5.4. Segment information

5.4.1. Reporting by operating segment

5.4.1.1. Definition of group operating segment

According to IFRS 8, an operating segment is a component of an entity that (i) engages in business activities from which it may earn revenues and incur expenses, (ii) whose operating results are regularly reviewed by the entity's chief operating decision maker to decide how resources should be allocated to the component and (iii) for which discrete financial information is available.

As of December 31, 2022, Banijay Group recognizes three main operating segments:

5.4.1.2. Disclosure of operating segment information

The performance of the group as of December 31, 2022, and December 31, 2021 are as follows:

Per segment of revenue

Per typology of revenue

In the first table production revenue are revenue generated by production entities in all categories including IP revenue. In the second table, revenue is disclosed by nature. Hence, IP revenue of a production entity is allocated in the line distribution revenue.

5.4.2. Reporting by main geographical area

As of December 31, 2022, and December 31, 2021, the revenue by main geography per sector (based on the location of the entity that recognizes this revenue and after intercompany elimination within the cash generating unit) was as follows:

As of December 31, 2022, the non-current assets other than financial instruments, deferred tax assets, postemployment benefit assets, are as follow:

As of December 31, 2021, non-current assets other than financial instruments, deferred tax assets, postemployment benefit assets, are as follow:

5.4.3. Reporting by main customer

The group has a broad customer base. Hence, no customer represents more than 10% of the group consolidated revenue as of December 31, 2022.

5.5. Changes in consolidation scope

Main acquisitions during the period

Acquisition of Montmartre Films, formerly Légende Films (France)

In January 2022, Banijay France acquired 50% Montmartre Films, a French based scripted production entity. This acquisition will grow a pipeline of premium quality scripted IP in the form of both series and featurelength films.

Acquisition of Znak TV (USA)

In February 2022, Endemol Shine UK Ltd acquired of 100% of Znak TV. Znak TV is the entity of a famous showrunner and executive producer on Fox's "MasterChef" amongst other large-scale entertainment brands and she will enable us to increase our activity in the US and in the UK.

Acquisition of Groenlandia (Italy)

In March 2022, Banijay Italy acquired 51% of the share capital of Groenlandia S.r.l. Groenlandia is engaged in the business of the creation, development, production, selling, marketing, promotion and distribution of movies, features, short films and documentaries for both cinema and television markets and, in general, of audiovisual products for the international market featured by high quality level.

Acquisition of Pokeepsie (Spain)

In April 2022, Banijay Iberia acquired 51% of the share capital of Pokeepsie Films. The label spans the fantasy, thriller, and horror space, and is subsequently a leader in youth-skewing films and series.

Acquisition of Kindle Entertainment (The UK)

In August 2022, Banijay Kids & Family division acquired 75.75% of the share capital of the British group Kindle. Kindle is a Multiple BAFTA winning production company, founded in 2007.

Acquisition of Movimenti (Italy)

In September 2022, Banijay Kids & Family division acquired 51% of the share capital of the Italian based group Movimenti founded in 2004. Movimenti is a vertically integrated group of 6 companies including 2D and 3D animation studios, an audio post-production company and a distribution entity.

Acquisition of Noisy Pictures Gmbh, formerly Sony Pictures Television Germany (Germany)

In September 2022, Banijay Production Germany acquired 100% of the German entity Noisy Pictures Gmbh (formerly Sony Picture Television Germany). Based in Cologne and in operation for more than 25 years, Sony is producing popular entertainment formats and scripted shows. The label is behind an impressive slate of shows including the award-winning Die Höhle der Löwen (Dragon's Den). The company is led by Astrid Quentell and Mirek Nitsch.

Acquisition of Mam Tor Productions (The UK)

In October 2022, Banijay Media Limited acquired 51% of Mam Tor Productions in the UK. The company was founded in 2014 by a renowned producer and is geared towards high-end, contemporary, and original returning series.

Acquisition of Movie Plus (Israel)

In November 2022, Endemol Israel Ltd acquired 51% of Movie Plus. Specialized in drama series, documentaries, and feature-length films.

Acquisition of Jonny de Pony (Belgium)

In December 2022, Banijay Benelux B.V acquired 51% of the capital of Jonny de Pony. It is one of the leading scripted companies in Belgium with a high international potential and unique position in the Belgian scripted production sector.

Acquisition of Topkapi Films B.V (Netherlands)

In December 2022, Endemol Shine Netherland BV acquired 51% of the capital of Topkapi Films B.V. Topkapi Films B.V is a strategic acquisition in the scripted environment. Topkapi is a high-end scripted production company with a long slate, good international standing and an impressive network.

Acquisition of Posh Productions (Netherlands)

In December 2022, Endemol Shine Netherland BV acquired 51% of the capital of Posh Productions. It is a production company focused on high end documentaries - people based. The prestigious Netherlands best documentary price was won last year with the documentary the Children of Ruinerswold.

The above acquisitions are individually not significant. The aggregated amounts recognized at the acquisition date for each major class of assets acquired and liabilities assumed in the consolidated statement of financial position is the following:

In € million

The aggregated acquisition price for the business acquired in 2022 and the aggregated amount of goodwill recognized from the 2022 business acquisitions is the following:

In € million

The purchase price allocation of all those acquisitions is still under progress at the date of issuance of these consolidated financial statements.

Acquired consolidated companies contributed €72m revenues and €9m to the Group's current operating profit for the period between the date of acquisition and the reporting date.

If the acquisition had been completed on the first day of the financial year, acquired consolidated companies revenues for the year would have been €100m.

Acquisition of non-controlling interest

Influence.vision GmbH (Austria)

In April 2022, Banijay Germany GmbH acquired 46.56% of the share capital of Influence.vision GmbH's. Influence is an Austrian company operating as a tech-platform and agency aligning brands and influencers.

Disposals during the period

Disposal of Weit Media (Russia)

Since the start of the conflict in Ukraine on February 24th, 2022, Banijay has analyzed the impact the situation will have on its Russian entity Weit Media. In line with the European and American sanctions against Russia, Banijay froze the operations with Weit Media. Therefore, from the fourth Quarter 2022 Banijay considers it has lost control under IFRS10 of the subsidiary. In addition, on December 15th, a selling contract was signed with on-site managers, but the transaction is still pending to the agreement of the Russian Government Commission.

Disposal of Shauna Event (France)

At the end of December 2022, Banijay shares in Shauna Events have been sold and therefore the Group has lost control of this entity.

5.6. Notes to the statement of profit or loss

5.6.1. Revenue

Revenue reached €3 212m over the twelve-months period ended December 31, 2022, against €2 756m as of December 31, 2021. This revenue essentially corresponds to the production and sale of audiovisual programs.

Remaining performance obligation

The remaining performance obligation corresponds to firm commitments (or closed sales).

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as of 31 December totalized €2 246m including €1 945m within one year and €301m beyond one year (respectively in 2021 €1 602m including €1 404m within one year and €198m beyond one year).

The remaining performance obligations should essentially cover the revenue to be recognized for undelivered productions and for sales of finished tapes/formats for which the rights are not opened.

5.6.2. Operating expenses

Main operating expenses corresponds to a part of the production costs for €1.220m (€1.033m in 2021), and general and administrative expenses for €37m (€36m in 2021).

Production expenses also includes staff costs (cf. note 5.6.3) and some costs booked in external expenses such as short-term leases or consultancy fees.

The intercompany elimination of distribution advances have been reclassified retrospectively from external expenses to operating expenses (+€46m in 2022 and +€13m in 2021).

5.6.3. Staff costs

Staff costs consist of remuneration of staff, including payroll expense (€1 223m in 2022 compared to €1 039m in 2021), as well as expenses related to the following share-based payments schemes:

As described in note 5.3.3 - Long-term incentive plan, most LTIPs are contractually based on one or more financial performance indicators.

5.6.4. Other non-current operating income (expenses)

Other non-current operating income (expenses) amount to €(28)m as of December 2022 and mostly corresponded to restructuring costs for €(11)m, acquisition costs for €(3)m, change in consolidation scope for €(8)m and litigations raised during the period €(4)m.

As of December 2021, other non-current operating income (expenses) amount to €(26)m and mostly corresponded to restructuring costs, acquisition costs, other litigations raised during the period €(34)m; offset by a capital gain of €8m on investment in associates.

5.6.5. Cost of net debt

The cost of net debt as of December 31, 2022 amount to €(130)m compared to €(124)m as of December 31, 2021. The variance is explained by:

5.6.6. Other finance income (costs)

Other finance income and costs are composed of:

5.6.7. Income tax

The income tax for the twelve-months period ended December 31, 2022 amounts to €(40)m compared to €(26)m in the twelve-months period ended December 31, 2021.

The group's profit is realised in several countries. The tax rate is subject to changes in actual local tax rates and depends on the relative contributions of the different countries in the group's profit.

Banijay Group's effective tax rate is 48.7% for the twelve-months period ended December 31, 2022 compared to 20.3% in 2021. Effective tax rate evolution is mainly driven by the impact of deferred tax position write off (in France and Italy) following unfavourable tax planning.

The reconciliation of France legal tax rate with effective tax rate is presented as follows:

^* Tax rate applicable for the French tax group

The impact of Recognition of Deferred tax for €(9)m is mainly related to derecognition of deferred tax in France and Italy following unfavourable tax planning over the next 4 years.

5.6.8. Share of profit of associates and joint ventures

The share of profit from associates and joint ventures corresponds to the portion of profit or loss achieved during the twelve-months period ended December 2022 by entities consolidated under the equity method (Cf 5.14).

5.6.9. Earnings per share

Basic earnings per share is calculated by dividing attributable profit by the weighted average number of ordinary shares outstanding during the year, excluding treasury shares on a pro rata basis.

Diluted earnings per share is calculated by taking into account all financial instruments carrying deferred rights to the parent company's capital, issued either by the parent company itself or by any one of its subsidiaries. Dilution is calculated separately for each instrument, based on the conditions prevailing at the end of the reporting period and excluding anti-dilutive instruments.

Basic earnings per share

^* excluding own shares

Diluted earnings per share

^* excluding own shares

In accordance with IFRS, the free shares expense recognized in the income statement was not restated from the diluted profit calculation.

5.7. Notes to the statement of financial position

5.7.1. Goodwill and other intangible assets

(PPA: Purchase price allocation)

^(a) Impact of change in consolidation scope on Goodwill : see note 5.5. The other columns are affected by disposal of entities during the period.

^(b) Reclassification on content assets +€10m is mainly explained by reclassification of some scripted programs initially classified into Work in Progress and had been reclassified in intangible assets given the international future expected revenue.

Intangible assets, including goodwill, as of December 31, 2022 amount to €2 654m.

Content assets in progress consist in the total production costs of scripted programs not yet delivered at reporting date and for which the group retains the Intellectual Property (IP) and expects to generate significant future IP revenues.

For the twelve months' period ended December 2022 depreciation / amortization of intangible assets (€81m) is booked in "depreciation and amortization expenses" for €(80)m and current impairment losses for €(1)m.

Goodwill and Other Intangible by CGU

As of December 31, 2022, the intangible assets are as follow by CGU

Banijay's operations are managed through these CGU:

As of December 31, 2021, the intangible assets are as follow by CGU

Banijay's operations are managed through these CGU:

Impairment test

The group has assessed if goodwill had to be impaired. The recoverable value of the cash generated unit to which the goodwill has been measured based on the following key assumptions:

The projections include estimates for the cost savings that have been realized and are to be realized from several cost savings initiatives. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, actual results of operations, financial condition and liquidity may differ from those assumed in the forwardlooking statements.

Results of impairment tests

Based on the impairment tests conducted, no impairment needs to be charged against goodwill, intangible and tangible assets.

Sensitivity to changes in assumptions

The sensitivity of impairment tests to adverse, feasible changes in assumptions is set out below:

Consequently, none of the sensitivity tests reduced the value in use of any of the CGUs to below their carrying amount.

5.7.2. Leases

5.7.2.1. Right-of-use assets

For the twelve months' period ended December 2022 amortization of right-of-use assets of leases €(39)m is fully booked in "depreciation and amortization expenses" €(39)m.

The nature of the group's leasing activities is mainly related to real estate leases i.e. office buildings and studios.

5.7.2.2. Leases liabilities

Lease liabilities amounted to €160m at December 31, 2022 of which €38m classified as current liabilities.

5.7.2.3. Low value leases and short-term leases

Leases of low-value assets or short-term leases have immediately been expensed in profit or loss and have been booked in "external expenses" for a cumulated amount of €64m at the end of the period. (vs €64m in 2021)

Lease obligation-related expenses recorded in the statements of profit or loss are amounted to €7m at 2022- year end (vs €7m in 2021)

5.7.2.4. Maturity of lease liabilities

The maturity profile of the group's lease liabilities based on contractual undiscounted payments as of December 31, 2022 is as follows:

^(a) 2021 figures had been adjusted

5.7.3. Property, plant and equipment

For the twelve months' period ended December 2022 amortization of Property plan and equipment €(17)m is fully booked in the line "depreciation and amortization expenses".

5.7.4. Investments in associates and joint ventures

Revenue and net profit (loss) by associates and joint ventures over the twelve-months period 2022 and 2021 were as follows:

5.7.5. Non-current financial investments

The non-current financial investments as of December 31, 2022 and December 31, 2021 are as follows:

The fair value adjustment of non-consolidated shares (My Major Company and Bamago) is booked through OCI for €(2)m per IFRS 9 standard described in note 5.3 - Accounting principles and methods.

At the end of December 2022, non-consolidated shares mainly consist in the Australian based entity Beyond International for €30m (new acquisition), property investment companies in the US for €5m and My Major Company and Bamago for €4m.

About Beyond International:

Preliminary unaudited financial statements : balance sheet and P&L of Beyond International at 31 Dec. 2022 (not included in the consolidated statements)

Balance sheet

Profit and Loss

5.7.6. Deferred tax assets (liabilities), net

The breakdown of deferred tax assets (liabilities), net as of December 31, 2022 and December 2021 by nature was as follows:

The cumulated tax losses carry forward as of end 2022 is €817m (€823m in 2021), o/w €226m recognized (€50m of DTA equivalent) and €597m not recognized (€141m of DTA equivalent). The main part of the tax losses carryforward can be used indefinitely, however in some geographies some of those tax losses are restricted in their consumption.

5.7.7. Work in progress

Work-in-progress mainly correspond to costs incurred to produce non-scripted programs (or scripted programs for which the group does not expect subsequent IP revenue) that have not been delivered at reporting date, as the group recognizes its production revenue upon delivery of the materials to the customer.

5.7.8. Trade and other receivables

The breakdown of trade and other receivables as of December 31, 2022 and December 31, 2021 is as follows:

Clients and related accounts, net consist of trade receivables pending to be collected, or which have been sold on a recourse basis, and unbilled receivables.

Current account assets correspond to the financing that has been granted to some associates or joint ventures.

Tax receivables, excluding income tax, mainly relate to tax credits obtained as part of the group's business to finance the production of certain scripted shows and VAT.

Overdue but not impaired debtors at the end of 2022:

In € millions

At December 31, 2022, 12% of the debtors are due and not written down. Such debtors are not depreciated because it does not present any risk of recoverability and foreseeable cash collection is still expected in a reasonable period.

Overdue but not impaired debtors at the end of 2021:

In € millions

At December 31, 2021, 15% of the debtors were due and not written down. Such debtors were not depreciated because it did not present any risk of recoverability.

Allowance for trade receivables at the end of 2022:

Allowance for trade receivables at the end of 2021:

5.7.9. Other current assets

The breakdown of other current assets as of December 31, 2022 and December 31, 2021 is as follows:

The increase in short term financial assets is due to the loan granted to Betclic for €32m. This loan is expected to be fully reimbursed in 2023. Betclic is a related party (see note 5.11 - Information on related parties).

5.7.10. Cash and cash equivalents

Cash and cash equivalents are composed by bank accounts, term deposit and petty cash. Term deposit produces interest at fixed rates based on bank deposit interest rates.

5.7.11. Equity

As of December 31, 2022, the capital of Banijay Group Holding amounts to €104 215 171 (104 215 171 shares of €1 each, fully paid).

Increase in capital

In 2021, following the end of the vesting period of a free shares plan, 1 065 518 free shares have been granted to two shareholders. Additionally, an increase of capital granting 25 510 new shares have been subscribed by another shareholder. Those free shares and new shares have been granted through the creation of new shares that will give the right to any dividend distribution decided after their issue.

In 2022, there was no increase in capital.

Warrants

On 5 March 2021, 2.586.285 share subscription warrants (the "BSAs") have been granted for a subscription price of €5.3m, resulting in an increase of share premium booked in equity.

Each share purchase warrant (the "BSA") will entitle the holder to one BG share. This subscription cost is payable up to 31 December 2024.

There was no movement in 2022.

Own-share transactions

In September 2021, Banijay Group has repurchased 507 249 own shares from its shareholders. Following this operation, Banijay Group has reduced the share capital by cancelling 378 235 own shares.

In July 2022, Banijay Group has repurchased 336.736 own shares from its shareholders that exercised a put option. In July and August 2022, Banijay Group attributed 117.570 own shares to employees following the end of vesting period.

On December 31, 2022, Banijay Group holds 348 180 of own shares (December 31, 2021: 129 014).

The Company has granted the following dividend distribution:

^(a) Dividend per share based on the number of shares at the time of the distribution

5.7.12. Borrowings and other financial liabilities

The breakdown of net indebtedness as of December 31, 2022 and December 31, 2021 was as follows:

⁽¹⁾ Including €2m of Bank Overdraft facilities for 2021

Borrowings and bank overdrafts variation

Link between "Financing cash flows" and "cash flow statement":

In 2022:

In "Financing cash flows", the net impact includes also the overdraft variation €(2)m.

In 2021:

Nature of borrowings

On December 31, 2022, the following corporate notes are:

As of December 31, 2022, the group's financial indebtedness also consists in the following items:

As disclosed in note 5.3.3. borrowings and other financial liabilities disclosed in table above are valued at amortized costs.

The maturity profile of the group's financial liabilities including in the net indebtedness definition above and based on contractual undiscounted payments as of December 31, 2022 is as follows:

Lease liability undiscounted payments are disclosed in note 5.8.2.4

5.7.13. Provisions (liabilities)

The change in provisions between December 31, 2022 and December 31, 2021 was as follows:

The change in provisions between December 31, 2021 and December 31, 2020 was as follows:

Employee defined benefit obligation (post-employment benefits)

The group is part of some defined benefit schemes by contributing to pension plans and other post-employment benefits mainly in Germany, France and Italy.

Provision for financial risks

Provision for financial risks mainly corresponds to the negative equity of the entities consolidated under equity method or non-consolidated as it is the group's responsibility to cover those losses if needed.

Other provisions

All disputes (type, amounts, procedure and level of risk) are identified by the Legal Department of the group which ensures regular monitoring. The amount of provisions for the claims result from a case by case analysis, depending on the positions of the litigants, on the estimation of the risks by the group's legal advisors and on first instance decisions, if any.

By nature, some provisions are based on estimates and assumptions without considering a precise deadline for the corresponding cash outflows.

5.7.14. Other long-term liabilities

Other non-current liabilities mainly correspond to

5.7.15. Trade and other payables

Trade and other payables as of December 31, 2022 and December 31, 2021 can be broken down as follows:

5.7.16. Other current liabilities

The €638m deferred income as of December 2022 mainly relates to undelivered programs that are work-in-progress (or intangible assets-in-progress) and that have already been invoiced. Those deferred incomes correspond to the contract liabilities (under IFRS 15).

Deferred income follow-up during 2022 period:

The €2m of funds received relates to production financing received from private investors (non-media entity). These fundings are considered as collaborative agreement rather than financing.

Other current liabilities mainly correspond to earn-out commitments on acquisitions, to put options granted to minority shareholders (for the share to be settled within one year) and short-term debt related to long term incentive plan.

5.7.17. Fair value of financial assets and liabilities

All assets and liabilities for which fair value is measured or disclosed in the financial statement are categorized within the fair value hierarchy:

The fair value of financial instruments is determined using market prices resulting from trades on a national stock exchange or over-the-counter markets. When no market price is available, fair value is measured using other valuation methods such as discounted future cash flows.

In any event, estimates of market value are based on certain interpretations required when measuring financial assets. As such, these estimates do not necessarily reflect the amounts that the Group would receive or pay if the instruments were traded on the market. The use of different estimates, methods and assumptions may have a material impact on estimated fair values.

The Fair value of financial assets and liabilities as of December 2022 can be analyses as follows:

⁽¹⁾ excluding deferred income for an amount of €638m

For financial assets and liabilities booked at amortized cost, fair value is not provided since the net book value represents a reasonable estimate of their fair value. Bonds instruments that booked at amortized costs are listed. Their fair value amounts as follow at 31 Dec. 2022:

5.8. Notes to the statement of cash flows

5.8.1. Other adjustments

Other adjustments in the statement of cash flows mainly include the restatement of:

5.8.2. Consequences of changes in consolidation scope

Consequences of changes in consolidation scope amounting to €(45)m in 2022 consist mainly in:

Consequences of changes in consolidation scope amounting to €(20)m in 2021 consisted mainly in:

5.8.3. Net interest paid and derivative instruments settlement

Net interest paid are mainly tied to corporate indebtedness. In 2022 they also include €2m intertest income following short term loan to Betclic Group.

5.8.4. Net investment in financial assets

Net investment in financials assets consists mainly in:

In 2021 net investment in financial assets mainly include the variation in current account with entity consolidated under equity method.

5.8.5. Income tax paid

Income tax paid is excluding the effect of tax credit benefit as they are stated within working capital effect according to Group accountings methods. It means a cash out in the line "income tax paid" can be offset by an opposite variation in the line "Changes in working capital".

5.9. Objectives and strategies regarding financial risk management

The main financial instruments of the group include bank borrowings (including a €170m multi-currency revolving credit facility not drawn as of December 31, 2022) and bank overdrafts. The main purpose of these financial instruments is to provide the group with the financial means necessary for its activities. The group has various financial assets, such as trade receivables, cash and short-term deposits, which are directly generated by its operations.

The group's strategy was, and remains, not to do any trading on derivative instruments.

The main risks resulting from the financial instruments of the group involve liquidity risk, interest rate risk, exchange risk and credit risk. The risks of the entities of the group are managed by each entity according to the group's strategy and in accordance with the Company's instructions.

Liquidity risk

The group maintains adequate reserves of cash and short-term deposits to satisfy its liquidity needs. Besides, the group implemented several liquidity concentration pools around the main business regions (Europe, US, UK & Scandinavia). Over the period, approximately 86% of group's revenue is covered by such mechanisms. Therefore, the organic growth of the group, its working capital needs as well as its financing commitments (including payment of earn-out debts or put option debts) are notably ensured by operating cash flows generated by the business units.

As part of its financing, Banijay Group is subject to financial covenants when the RCF is drawn at more that 40%. As of December 2022, although the RCF is not drawn, such financial covenants are satisfied.

Interest rate risk

The group exposure to the risk of interest rate fluctuations is mainly related to:

Hedging on interest rate risk

In € millions

Foreign currency risk

The foreign subsidiaries of the group operate essentially on their own territory and sales or purchases within the group are not significant; as a result, the transactional foreign exchange risk is limited.

For the group, the main currency risk is a translational foreign exchange risk, mostly linked to USD and GBP:

Hedging on foreign currency risk

In € millions

According to IFRS 9 the impact of premium/discounts of forward contracts and the time value of the option are recognized in the other comprehensive income.

The underlying of those instruments replicates the terms of the hedged item and hence qualifies for hedge accounting.

Credit risk

Credit risk occurs if a party to a transaction is unable or refuses to fulfil its obligations, causing a financial loss to the group. The group deals only with recognized and creditworthy third parties.

Receivables are monitored regularly, so that the group's exposure to bad debts is not significant.

5.10. Off -balance-sheet commitments

As of December 31, 2022, the off-balance sheet commitments of the group are as follows:

"Other commitments given" mainly correspond for 2022 & 2021 year-end end to minimum guarantees granted by distribution activity to third party producers "Commitments received" refer to confirmed credit lines not drawn.

Other guarantees given

• The group has pledged shares of its subsidiaries for the benefit of its noteholders and its bank pooling pursuant to the financing subscribed on February 11, 2021. The shares of the following companies are pledged as collateral:

5.11. Information on related parties

The consolidated accounts include operations carried out by the group in the ordinary course of its business with related parties. These transactions are made at the market price.

The table below shows total amounts of transactions that were concluded with related parties in the twelvemonths period ended December 2022.

Financière LOV is the parent company controlling Banijay Group. De Agostini, Banijay Group Holding, Vivendi and Fimalac are direct or indirect shareholders of Banijay Group.

In addition to the table above, the compensation of Banijay group shareholder's managers is at market value. Some of them are also beneficiaries of the long-term incentive plans.

5.12. Staff

On December 31, 2022, 3 211 employees are working as permanent staff in the group compared to c. 2 862 employees as of December 31, 2021.

5.13. Audit fees

5.14. Events after the reporting period

As of December 31, 2022, the following post events that occurred between the reporting period date and 3 Mach 2023 (date of completing this report) to the best of the group's management knowledge.

Endemol India - put over minority interest

Following acquisition by Banijay of the Endemol Shine Group, Banijay was committed to purchase the minority shares of Endemol India from July 2020. A litigation was raised on the price and an arbitration has been requested between Banijay and the minority shareholders. Award of the tribunal has been received end of February 2023. Consequence of this award have been booked in the balance sheet as at 31 December 2022.

5.15. Consolidation scope

The following are Banijay's Group's significant subsidiaries, associates, and joint ventures as of December 31, 2022.

Unless otherwise indicated, subsidiaries are wholly owned as of December 31, 2022. Subsidiaries not important to providing an insight into Banijay Group are omitted from this list.

Holding companies in France

BANIJAY GROUP SAS

Banijay Entertainment SASU

France

Adventure Line Productions SAS

Air Productions Sas

ALP Music S.A.R.L.

Banijay international SAS

Banijay Central 3 SAS

Banijay Central 9

Banijay Editing SAS (33,30%)

Banijay France SAS

Banijay Productions Media SAS

Banijay Productions SAS

Banijay Studios France

Banijay Clipping SAS

Banijay TALENT SAS (71,50%)

Base Records S.A.R.L

Connecting Prod SAS

D.M.L.S TV SAS (70,00%)

DMLS Productions (70,00%)

DMLS Films SAS (70,00%)

Endemol France SAS

Endemol Fiction SAS

Endemol Production SAS

Festival Air S.A.R.L

Fiction Air S.A.R.L

Gétévé Productions SASU

H2O Divertissement Sas

H20 Fictions S.A.R.L

H2O Jeux SAS

H2O Productions SAS

Images on Air SAS

KM S.A.S.

Lodition S.A.R.L

Monello Productions SAS (76,00%)

Non Stop Edition SAS

Non Stop Production SAS

Ollenom Studio SAS (76,00%)

PLP (Fidgi)

Pistache TV SAS (50,00%)

Yasuke Production SAS (50,00%)

Atlantis Factory SAS (50,00%)

Screenline SAS (77,5%)

Screenline SPV 1 SAS (77,5%)

Societe Miss France SAS

Studio Maboul SAS

Survivor Central Productions

Talent Lab SAS (71,50%)

Banijay Central 10

Terence Films

Upper Talent SAS (71,50%)

Vision Air SAS

Zodiak Kids Studio France SASU

Tooco SAS (50%)

Montmartre Films SAS (50%)

Pitchipoï Productions SAS (50%)

Banijay Live SAS (50%)

Beau Soir Productions SAS (50%)

433 Production SAS (50,00%)

Puzzle Media SAS (51,00%)

Australia/New Zealand

153 PRODUCTIONS NZ LIMITED

Dead Head Productions Ltd

Endemol Australia Pty Ltd

Endemol Shine Australia Holdings Pty Ltd

Endemol Shine Australia Pty Ltd

Endemol Southern Star Pty Ltd

ESA Productions 1 Pty Ltd

ESA Productions 2 Pty Ltd

ESA Productions 3 Pty Ltd

ESA Productions 4 Pty Ltd

ESA Productions 5 Pty Ltd

ESA Productions 6 Pty Ltd

ESA Productions 7 Pty Ltd

ESA Productions 8 Pty Ltd

ESA Services Pty Ltd (AU)

First Responders Productions Ltd

Quimbo's Quest Limited

Rosebud Pty Limited

Screentime Commerical Pty Limited

Screentime New Zealand Limited

Screentime Pty Ltd

Shine Australia Holdings Pty Ltd

SPVs

Straight Forward Productions Limited

The Gulf Productions Limited

The Landing (Fiji) Pte Limited

The Landing Ltd (WSM)

The Summit Productions NZ 2022 Ltd

Benelux

Banijay Benelux Holding B.V.

Banijay Benelux B.V.

625 TV Producties B.V.

After The Break Productions B.V.

Call 909 Nederland B.V.

Central Media Station Holding B.V.

Modern Love TV Production BV

Costa Film Productie B.V.

De Mol Catalyst B.V.

Endemol Licentie B.V.

Endemol Nederland Film B.V.

Endemol Participatie TV B.V.

Endemol Personeel B.V.

Blockbuster Media B.V. (ex: Endemol Shared Services BV)

Endemol Shine Belgium N.V (99,99%)

Endemol Shine IP B.V.

Endemol Shine Nederland B.V.

Endemol Shine Nederland Producties B.V.

Endemol Shine Scripted B.V.

Endemol Shine Sport B.V.

Endemol Shine Sports Investments B.V.

ES NL Scripted Holding B.V.

EWT Holding B.V.

Gouden Uur TV Productie B.V

Grundy/Endemol Nederland V.o.F. (50,00%)

Haagse Bluf TV Produkties B.V.

Human Playground TV Production B.V.

8th Continent Film Production B.V

NL Film en TV B.V.

NL Film Productie B.V.

NL TV Productie B.V.

Palm Plus Music Publishing B.V.

Scriptstudio B.V.

Simpel Formats B.V.

Simpelzodiak BV (formaly Simpel Media B.V.)

SNP Holding B.V.

SNP Media B.V.

SNP Participaties B.V.

Southfields BV (85,80%)

Neem Me Mee Film Productie B.V

Scenery B.V. (51,00%)

LoreLore Productions B.V. (2,55%)

I'mmortal B.V. (10,20%)

TV BV B.V.

Geheugenspel Film Productie B.V

Van der Valk TV Production B.V.

Banijay Belgium N.V. (formerly Zodiak Belgium N.V)

Jonny de Ponny B.V (51,00%)

Topkapi Film Producties B.V (51,00%)

Posh Productions B.V (51,00%)

Germany & Switzerland

B&B Endemol AG, Switzerland (40,51%)

Banijay Germany GmbH, Germany (80,22%)

Banijay Productions GmbH, Germany (76,21%)

BRAINPOOL Beteiligungsgesellschaft GmbH, Germany (80,22%)

Banijay Live Artist Brand GmbH, Germany (80,22%)

BRAINPOOL TV Gmbh, Germany (80,22%)

CAPE CROSS STUDIO UND FILMLICTHGESELLSCHAFT GmbH, Germany (80,22%)

COLOGNE COMEDY FESTIVAL GmbH (formerly KOLN COMEDY FESTIVAL GmbH), Germany (80,22%)

Endemol Shine Germany GmbH, Germany (80,22%)

Endemol Shine Group Germany GmbH, Germany (80,22%)

Good Times Fernsehproduktions GmbH, Germany (80,22%)

Kartell No. 5 GmbH, Germany (80,22%)

LUCKY PICS GmbH, Germany (40,91%)

MadeFor Film GmbH, Germany (80,22%)

MadeFor Music Publishing GmbH, Germany (80,22%)

Major Minor Musikverlag GmbH, Germany (80,22%)

MILE 108 GRIPSTORE GmbH, Germany (80,22%)

MTS MANAGEMENT Töne Stallmeyer GmbH, Germany (72,20%)

MUNSTERANER TOURNEESERVICE MTS Live GmbH, Germany (64,18%)

OGP only good people GmbH, Germany (40,91%)

OGP Live GmbH (40,91%)

RAAB TV - PRODUKTION GmbH, Germany (80,22%)

Rainer LauxProductionsGmbH, Germany (40,91%)

SR Management GmbH, Germany (40,91%)

WeMynd GmbH (20%)

Noisy Pictures GmbH

Iberia

Banijay Iberia SRL

CUARZO PRODUCCIONES SL

Diagonal Televisio, S.L.U.

Sabinas Diagonal SL

DLO PRODUCCIONES SL (50,01%)

Endemol Portugal Unipessoal Lda

Funwood Iberica SL (51,08%)

Funwood Media Italia Srl (51,00%)

Gestmusic S.A.U.

Magnolia TV Espana

Non Stop People Espana SL (95,00%)

Portocabo Atlantico SL (51,00%)

Portocabo Canarias SLU (51,00%)

Portocabo Mediterraneo SLU (51,00%)

Portocabo TV SL (51,00%)

Project Academy Series SL

R. Zinman Productions A.I.E. (96,70%)

Shine Iberia Portugal, Unipessoal, Lda

Shine Iberia S.L.U.

Zeppelin Television S.A.U.

Pokeepsie Films S.L. (51%)

Italy

4FRIENDS S.R.L (66,67%)

Banijay Italia Holding S.R.L (formerly Ambra)

Groenlandia S.R.L (51%)

Ascent Film S.R.L (51%)

ATLANTIS S.R.L

AURORA TV S.R.L

Banijay Italia S.p.A (formerly Magnolia SpA)

Banijay Studios Italy S.R.L

Endemol Shine Italy S.p.A.

ITV MOVIE S.R.L (91,25%)

L'Officina S.R.L

MadDoll S.R.L

Milanoroma S.R.L

NON PANIC S.R.L

Movimenti SrL (51%)

India

Endemol India Private Ltd, India (51,00%)

Ink Pen Media Private Ltd, India (51,00%)

Logline Production Private Ltd, India (50,49%)

Seventauraus Entertainment Studios PV Ltd (BANIJAY ASIA) (50.10%)

Nordics

5th Element AB, Sweden

5th Elemento AB, Sweden (90,00%)

BANIJAY FINLAND OY, Finland

BANIJAY Holding Suomi OY, Finland

BANIJAY INTERNATIONAL ApS, Denmark

BANIJAY NORDIC HOLDING ApS, Denmark

Beforeigners Production AS, Norway

Banijay Denmark AS, Denmark (previously Endemol Denmark AS)

Endemol Norway AS, Norway

Endemol Shine Finland OY, Finland

Endemol Shine Nordics AB, Sweden

Endemol Sweden AB, Sweden

Filmlance International AB, Sweden

Friday TV AB, Sweden

Mastiff Creative AB, Sweden

Jarowskij Danmark AS, Denmark

Jarowskij Finland Oy, Finland

Jarowskij Enterprises AB, Sweden

Jarowskij Management AB, Sweden

Jarowskij Sverige AB, Sweden

MAGFIVE Content AB, Sweden

Mastiff A/S, Denmark

Mastiff AB, Sweden

Mastiff AS, Norway

Mastiff Entertainment AS, Norway

Mastiff Media Holding AB, Sweden

Meter Television AB, Sweden

Metronome Post AB, Sweden

Metronome Productions A/S, Denmark

Mutter Media AB, Sweden

NFTV PRODUKSJON AS, Norway

NORDISK FILM & TV PRODUKTION AB, Sweden

NORDISK FILM TV & AS, Norway

NORDISK FILM TV A/S, Denmark

PINEAPPLE ApS, Denmark (51,00%)

RESPIRATOR MEDIA & DEVELOPMENT A/S, Denmark (50,10%)

Rubicon TV AS, Norway

Screen Media AS, Norway

Shine Nordics AB, Sweden

Solsidan Produktion HB, Sweden (50,00%)

Solsidan Produktion AB, Sweden (50,00%)

STO-CPH Produktion AB, Sweden

Yellow Bird Film & TV Production AB (formerly Yellow Bird Sweden AB)

Yellow Bird Films Aps, Denmark

Yellow Bird Norge AS, Norway

Yellowbird Holding AB, Sweden

Yellow Bird Sweden AB, Sweden

Banijay Sweden AB (formerly Zodiak Media AB), Sweden

United Kingdom

21CF Shine Holdings UK Ltd

Artists' Studio Management Ltd

Artists' Studio TV Ltd

Bandit (Delicious 3) Limited

Banijay (Central) Ltd

Banijay Brands Limited

Banijay Rights Ltd

Banijay UK Ltd

Bazal Productions Ltd.

Black Mirror Drama (S4) Ltd

Black Mirror Drama (S5) Ltd

Black Mirror Drama Ltd

BlackLight (On the Edge Season 4) Ltd

Blacklight Television Ltd (formerly Touchpaper Television)

Blobhead Productions Ltd, Scotland

Brighter Pictures Ltd

Broadcast Communications (Productions) Ltd.

Brown Eyed Boy (MHB) Ltd

Brown Eyed Boy Ltd

Bwark Films Ltd

Bwark production Ltd

Castaway Television Productions Ltd

Channel 12 Ltd

ChannelFlip Media Ltd

Dangerous Films Ltd (70,00%)

Darlow Smithson Productions Ltd

Douglas Road Productions Ltd

Dragonfly Film and Television Productions Ltd

Dragonfly Drama Ltd

Dream Alliance Productions Ltd

DSP Drama 2 Limited

DSP Drama 3 Limited

DSP Drama 4 Limited

DSP Drama Ltd

Edam SLB Ltd

Electric Robin Ltd

Electric Robin (BITW) Limited

Electric Robin (BTR) Limited

Electric Robin (GOG) Limited

Endemol Shine Gaming Ltd

Endemol Shine Group Holding UK Limited

Endemol Shine Group Limited

Endemol Shine International SPV Ltd

Endemol Shine UK (Leon) Ltd

Endemol Shine UK Ltd

Endemol UK Holding Limited

Endemol Worldwide Distribution Holding Ltd

ESUK Productions Ltd

Fall Productions Ltd (45,00%)

Far Moor Media Ltd

Banijay Kids & Family (Holding) Limited (77,00%)

Zodiak Kids & Family Distribution Ltd

(formerly Flatmates Production Ltd)

Good Catch Ltd

Zodiak Kids UK Ltd (formerly Gravity Hill Production Ltd)

Green Eyed Boy Ltd (50.00%)

Guilder Productions Limited

Mam Tor Productions Limited (51,00%)

Mam Tor Productions (Chloe) Ltd (51,00%)

Mam Tor Productions (Scotland) Ltd (51,00%)

Mam Tor Productions (Wild Lion) Ltd (51,00%)

Hawkshead Ltd

Holy Moly Entertainment Ltd

House of Tomorrow Drama Ltd

House of Tomorrow Holdings Ltd

House of Tomorrow Ltd

Ideal World Films Ltd, Scotland

Ideal World Productions Ltd

Initial (Seaforth) Ltd

Initial Film & Television (Frankies House) Ltd

Initial Film & Television (Horse Opera) Ltd

Initial Film & Television Ltd

IWC Media Ltd, Scotland

Kudos and subsidiaries

Kindle Entertainment Limited and subsiadiaries (75,75%)

Late Night Shopping Ltd, Scotland

Lomond Television Ltd

Love or Money Ltd, Scotland

Definitely Productions Limited

Mastercover Productions Ltd

Momedia TV Ltd (5,00%)

Monogram Productions Ltd

Neon Ink Productions Ltd

NC Shine Acquisition Ltd

New Moon Rising Ltd

Not Driving That Limited

OP Media Limited (75,00%)

OP Talent Ltd

Primetime Ltd

Princess Productions Ltd

RDF Television Ltd

Secret Life of Boys 5 Ltd

Shine Commercial Ltd (UK)

Shine Commercial Ltd (Branch in Singapore)

Shine Creative (UK) Ltd

Shine Ginkgo Limited

Shine Jet Ltd

Shine Ltd

Shine Midco Ltd

Shine TV (FM) Limited

Shine Pictures (UK) Ltd

Shine Pictures LLP (50,00%)

Shine TV (Hunted) Ltd

Shine TV Ltd

Simon's Cat Ltd (51,00%)

Sound Pocket Music Ltd

Southern Star Sales (UK) Ltd (95,42%)

Superchargers Limited

Ted's Top Ten Ltd

Teen Taxis Limited

Television Productions Ltd

The Comedy Unit Ltd, Scotland

The Fall 2 Ltd

The Fall 3 Ltd

The Foundation TV Productions Ltd, Scotland

The Natural Studios Ltd (51,00%)

The Natural Studios Productions Ltd (51,00%)

The Unofficial TV Company Ltd

Tiger Aspect Kids & Family Limited

Tiger Aspect Animation Ltd

Tiger Aspect Holdings Ltd

Tiger Aspect Scotland Ltd

Tiger Television Ltd

Tigress Productions Ltd and subsidiaries

Tronpipe Ltd

Victoria Real Ltd (98,45%)

Wark Clements & Company Ltd

Wild Mercury (Moreton) Limited

Wild Mercury (The Rig) Limited

Wild Mercury (Troy) Limited

Wild Mercury Production Company Limited (75,00%)

Wild West (Initial) Ltd

Wonder Television Ltd

Workerbee Documentary Films Ltd

Workerbee TV Limited

Yellow Bird Productions UK Ltd (51,00%)

Yellow Bird UK Ltd (49,00%)

Young Bwark Ltd (50,00%)

Zeppotron Drama Ltd

Zeppotron Limited

Zodiak Kids & Family Productions Studio UK Ltd

Banijay Media Limited (formerly Zodiak Media Ltd)

Zodiak Music Publishing Ltd

ZnakTV Inc.

United States

1953 LLC (60,00%)

1982 Productions, LLC (60,00%)

247 W, 37th St, Location Services, LLC (60,00%)

51 Minds Entertainment, LLC

51 Minds, LLC

ACIP CO LLC

All Knight Music, LLC (50,00%)

Alpha Blue Music, LLC (60,00%)

Anonymous Music Library, LLC

Ant Eggs Rentals, LLC (51,00%)

Argyle Media, LLC (60,00%)

Atrium Entertainment, LLC

Authentic Entertainment Holdings LLC

Authentic Entertainment, LLC

Authentic Minds, LLC

BANIJAY ENTERTAINMENT HOLDING US, Inc

BANIJAY ENTERTAINMENT HOLDING US II, Inc

BANIJAY GROUP US HOLDING, Inc

Banijay Mexico and US Hispanic LLC (51,00%)

Banijay Mexico and US Hispanic, S.A.P.I de C.V. (50,98%)

BSNA Entertainment, LLC (78,30%)

Berkeley Productions, Inc

BG Apple, LLC

BG Peach, Inc

Big Ant Productions, LLC (50,00%)

BL4 Productions, Inc

BMP Films, Inc

Bona Fide Productions, LLC

Boomdog Studios, S.A. de C.V., Mexico (50,80%)

Brigadier Productions, Inc

BUNIM MURRAY PRODUCTIONS, Inc

BUNIM MURRAY PRODUCTIONS, LLC

Burbank North Productions, LLC

Candlestick Entertainment, LLC

CCCM Projects, LLC

Clock Tower Productions, Inc

Coconunu Productions, Inc

Complete Solution Pictures and Sound, LLC (78,30%)

Creole Manny LLC

Cristal Ball Enterprises, LLC

Crosswalk Productions, LLC

Deep Dish Productions of Chicago, LLC

Distance Productions, Inc

Dos Producciones, LLC

Endemol Beyond USA, LLC

Endemol Latino N.A., Inc

Endemol Shine Boomdog Holding S.A.P.I de C.V., Mexico (51,00%)

Endemol Shine Boomdog, LLC (51.00%)

Endemol Shine Boomdog, S.A.P.I. de C.V., Mexico (50,98%)

Endemol Mexico SA de CV, Mexico (50,00%)

Endemol Shine SPV, LLC

Endemol Shine US Office, LLC

Endemol Studios Inc

ENDEMOL USA Holding, Inc

ENDEMOL USA, Inc

GF Films, LLC (60,00%)

Go Ahead Productions, Inc (78,30%)

Gramercy Global Entertainment, LLC (The Blast) (59,50%)

Gulf Stream Media Inc (78,30%)

Hashtag Entertainment, LLC

Hippocratical Productions LLC

Hizzoner, LLC

Home Brewed Productions, LLC

Homerun Production Services, LLC

Impressario Productions, LLC

In the Keys Music, LLC (50,00%)

Keeping Track Music, Inc

Lars & Son Moisture Farm, LLC

Lock and Key Productions, Inc

Lock Cut 9, LLC (50,00%)

Look Both Ways Productions. LLC

M Cable Television, Inc

M Theory Entertainment, Inc

Media Production Services, LLC

Middle Man, LLC

Mindring Productions, LLC

MOBILITY PRODUCTIONS, INC.

Monte Pictures, LLC

Mountain View Productions, LLC

Navy Street Productions, LLC

NJC, LLC (50,00%)

No Doubt Post Productions, Inc

Note Republic, LLC (50,00%)

Novat Productions, LLC (50,00%)

Only On Oxnard, LLC

Onxnard Cats Entertainment, LLC

Organized Productions, LLC

Original Ink, LLC

Original Media, LLC

Our House Productions, Inc

New Zealand 1, LLC (60,00%)

New Zealand 2, LLC (60,00%)

Palisade Productions, LLC (60,00%)

Particle LLC (60,00%)

Particle VFX, LLC (60,00%)

Pico Script Lab, Inc

PMPGL, LLC

Production Support Services, LLC

Proton Production, LLC (60,00%)

Road Rules Productions, INC.

Rough Cut Productions, LLC

RW Productions, INC

Screenbox, LLC (60,00%)

SDE WV, LLC(60,00%)

Shadows Doubt, LLC (60,00%)

Shea Office Space and Furnishings, LLC (78,30%)

Shine Television, LLC

Shine US Holdings, Inc

Snack Tray Productions, LLC

Spring Break Films, LLC (50,00%)

STEPHEN DAVID ENTERTAINMENT LLC (60,00%)

Stephen David Media, LLC (60,00%)

SDE Holdings Inc (60,00%)

Patterson Post Inc (60,00%)

Tiber Post Inc (60,00%)

Wide angle productions S.A.P.I (60,00%)

Suns Productions, LLC

Sunset Ventures, Inc (78,30%)

Superior Production Services, LLC

Swampy Projects, LLC

Tabula Rasa Productions, LLC

Tatsy Treat, LLC (50,00%)

The American Cue Society, LLC

Trade Winds Productions, Inc (78,30%)

UBBP Inc (78,30%)

Trapeze Productions, LLC (60,00%)

True Entertainment, LLC

True TTH, LLC

Truly Original, LLC

Turnt Up Productions, LLC

United Front Productions, LLC

UP-N-ATOM, LLC (60,00%)

Very Water Logged, LLC

W, 37th St, Location Services, LLC (60,00%)

Warren & Whitmore Publishing, LLC (60,00%)

Westcar, LLC (60,00%)

Wheelhouse Productions, LLC

World Wars WV, LLC (60,00%)

YB US HOLDINGS CORP

YOLO Productions, LLC

Zamora Films, LLC

Zodiak Americas

Zodiak Latino LLC (formerly RM5to Elemento LLC) (90,00%)

Zodiak Latino S. DE R. L DE C. V. (formerly RM5to Elemento Mexico SDE) (89,91%)

Zodiak USA

Zoom Equipment Rentals, LLC

Rest of the World

Endemol Israel Ltd., Israel

Movie Plus Productions (2005) Ltd (51,00%)

Endemol Shine Brasil Producoes Ltda, Brazil (97,90%)

Endemol Shine Polska Sp. Z.o.o ., Poland

Endemol South East Asia Pte Ltd, Singapore

Investments in associates and joint ventures

Crossmex B.V., Netherlands (60,00%)

Daze MGMT SAS (35,04%)

Double Dutch Productions Ltd (49,90%)

Ensemble Entertainment, LLC, United States (1,50%)

Financière EMG SAS, France (7,62%)

Flow Ventures, LLC, United States (37,50%)

Foundling Bird Ltd, UK (10,00%)

Ladykracher TV - Produktion GmbH, Germany (40,11%)

M.G. Productions SAS (Commercial name: Marathon Studio) (49,00%)

Minestrone Produktion GbR, Germany (40,11%)

Pure Grass Films Ltd, UK (5,00%)

Shine Fiction SAS (49,00%)

What's the Story? Sounds Ltd (25,00%)

Kons'Air SAS (20,00%)

Easy peasy Entertainment SAS (25,50%)

Influence Vision GmbH (37%)

Good Humor GmbH, Germany (49%)

This perimeter is a simplified perimeter of the Banijay group. The exhaustive perimeter is available upon request at the group headquarters.

Percentages of interest disclosed above correspond to the current legal perimeter. At consolidation level, the presence of put and call options over minority interest may affect upwards the interest rate applied.

Banijay Group is consolidated in the financial statements of Financière Lov Entertainment.