2025 Annual Report Euronext Paris

INVIBES ADVERTISING N.V.

Technologiepark 82 boîte 26 - 9052 GENT - GAND (Zwijnaarde) - Belgique Registre des personnes morales de GENT (division GENT - GAND), numéro 0836.533.938 (ci-après « INVIBES », le « Groupe » ou la « Société ») https://www.invibes.com/

ANNUAL FINANCIAL REPORT OF 31 DECEMBER 2025

Euronext GROWTHTM

Table of contents

1. MANAGEMENT REPORT FOR ACTIVITIES FOR THE YEAR ENDED 31 DECEMBER 2025

2. ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE GENERAL MEETING OF SHAREHOLDERS FOR YEAR ENDED 31 DECEMBER 2025

3. CONSOLIDATED FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025

4. ANNUAL FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025

5. STATUTORY AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025

1. MANAGEMENT REPORT FOR ACTIVITIES FOR THE YEAR ENDED 31 DECEMBER 2025 FY 2025 Results

   • A significant reduction in breakeven point, supporting a gradual improvement in profitability

   • Major innovation with the extension of Fusion, the proprietary generative AI platform, to Connected TV

     Non-audited consolidated figures in €m	2025	20241
     Turnover	19.8	26.5
     Purchases and external charges	(13.0)	(17.2)
     Staff costs	(10.9)	(13.1)
     Capitalisation of intangible assets	0.6	1.9
     REBITDA 2	(3.6)	(2.0)
     Non recurring expenses	(0.8)	(0.3)
     EBITDA	(4.4)	(2.3)
     Depreciation, amortisation and provisions	(4.4)	(3.7)
     Operating profit	(8.8)	(6.0)
     Financial result	(0.2)	(0.4)
     Tax	(0.7)	(0.3)
     Net income	(9.7)	(6.7)

     Organizational adaptation to sustainably strengthen fundamentals

     During the 2025 financial year, Invibes adjusted its organization, scope, and offering, with the aim of sustainably strengthening its economic fundamentals and accelerating its return to a profitable trajectory:

     Streamlining of its geographic footprint, including the closure of non-strategic markets;

   • Refocus on its key European hubs: France, Spain, Germany, the United Kingdom, Italy, and Belgium, combined with a strengthened presence in London-at the heart of major international advertising hubs-ideally positioned to capture global budgets and deploy multi-market campaigns for leading international advertisers.

     ‌1 After review by the Statutory Auditors, and in order to comply with current accounting rules, the deconsolidation of ML2Grow is effective from 1 April 2024. However, for comparison purposes and to reflect the new economic perimeter, sales for the year 2024 have been restated from ML2Grow.

     ‌2 REBITDA: Current EBITDA, i.e., operating income before depreciation, provisions, and non-recurring expenses, as explained in Note 1.3 - Principal Activities, of the financial statements for financial year of 2025.

   • Organizational adaptation, including headcount reduction and simplification of the management structure, notably through the removal of VP roles in favor of direct leadership by the co-CEOs.

   • Optimization of operational and technological functions, particularly in Bucharest, Romania.

   • In a market environment still marked by advertiser caution and intense competitive pressure, 2025 was characterized by a decline in activity, particularly in Q4 2025.

     Nevertheless, the quality of performance delivered by the Invibes platform, particularly in terms of advertising attention, has been a key differentiating factor in a market where this metric is increasingly becoming a standard benchmark for advertisers.

     These performances have enabled the Group to be included in the 2026 media strategies of major international clients such as HP, PepsiCo, Ikea, and Stellantis, thereby strengthening the Group's commercial visibility.

     A significant reduction in breakeven point, supporting a gradual improvement in profitability

     The 2025 financial statements still partially reflect the impact of the measures implemented. In line with the first half, profitability indicators remain affected by the decline in activity and the time lag between cost reduction measures and their full-year effect.

     Recurring EBITDA (REBITDA) for the year amounted to €-3.6 million. After non-recurring items, EBITDA stood at €-4.4 million, compared to €-2.3 million in 2024.

     The EBITDA margin of active markets, before central costs, remained solid at 16% of revenue, demonstrating the underlying potential of these markets. After depreciation and amortization, Invibes reported an operating loss of €-8.8 million and a net loss of €-9.7 million.

     However, the various restructurings reflect a significant structural improvement for 2026:

   • A reduction of nearly 50% in the breakeven point compared to Q1 2025.

   • Over the year, a target reduction of fixed costs of almost 5 M€.

   • Improved commercial efficiency, with increased productivity per employee. These elements confirm the relevance of the strategic decisions taken in 2025 and enhance

     the Group's visibility regarding its objective of returning to positive operating profitability.

     A controlled balance sheet structure

     As of December 31, 2025, gross cash amounted to €4.8 million (including €-448K of non-recourse factoring), resulting in net cash of €2.1 million.

     This controlled financial structure enables the Group to continue targeted investments, particularly in technological innovation.

     Generative AI at the core of the new value proposition

     The 2025 financial year marked a decisive acceleration in the integration of generative AI at the core of the Company's value proposition.

     With Fusion, its proprietary generative AI platform, Invibes is now able to design and deploy hyper-personalized advertising experiences at scale across the open web, combining dynamic creative, advanced targeting, and real-time performance optimization.

     Initial commercial deployments with Decathlon, Pandora, Vespa, and Volkswagen confirm the potential of this approach, both in terms of advertising effectiveness and advertiser appeal, in a market where performance is becoming the key decision criterion.

     Major innovation with the extension of Fusion to Connected TV

     Building on this innovation momentum, Invibes has validated the potential to extend the capabilities of its Fusion platform to the Connected TV (CTV) ecosystem, a rapidly growing segment within the digital advertising market.

     Technological developments were initiated at the beginning of the year, with the objective of launching a first operational version in summer 2026. Initial campaigns are expected to be deployed during 2026, with commercial impact anticipated from 2027 onwards.

     This advancement aims to introduce hyper-personalization capabilities into the TV environment, historically dominated by mass-market approaches, and ultimately to offer a new generation of formats combining the reach of television with the precision of digital.

     Through the convergence of generative AI, data, and CTV inventory, Invibes is opening up a new range of opportunities to deliver hyper-personalized advertising experiences at scale on Connected TV.

     This evolution paves the way for a new generation of campaigns combining the power of television with the precision of digital. Connected TV is therefore expected to become a major strategic growth driver for Invibes in the coming years.

2. ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE GENERAL MEETING OF SHAREHOLDERS FOR YEAR ENDED 31 DECEMBER 2025

   INVIBES ADVERTISING NV

   Technologiepark 82 bus 26 B-9052 Zwijnaarde CBE 0836.533.938

   Annual report of the board of directors to the general meeting of shareholders

   ("annual meeting") to be held on 22 May 2026

   Ladies and Gentlemen,

   We are delighted to report to you on the policy pursued during our financial year, which began on 01-01-2025 and ended on 31-12-2025.

   Activities of the company

   The company was and is active in the areas as set out in article 4 of the articles of association. The economic objective was and still is in line with the object of the articles of association, which has not been changed since incorporation.

   Annual accounts 2025

   We submit for your approval the financial statements for the fiscal year ended December 31, 2025, the transactions of which close with a balance sheet total of 13.576.893,36 EUR and a result of -6.128.840,12 EUR.

   Our comments are based on the balance sheet after appropriation of earnings and are therefore subject to approval of the proposed appropriation of results by the annual meeting.

   ASSETS AT DECEMBER 31, 2025

   Fixed assets decreased by 3.542.935,98 EUR due to:

   • A decrease in Intangible fixed assets of 3.316.213,67 EUR

     • In 2025, investments were mainly in software (+ 612.944,92 EUR), while depreciation totaled -1.914.602,40 EUR.

     • Of the intangible fixed assets, 2.014.556,19 EUR was also decommissioned.

   • An increase in Tangible fixed assets of 23.559,23 EUR due to further depreciation but also investments

   • A decrease in Financial fixed assets of 250.281,54 EUR

     • In 2025, significant impairments were recorded on several daughters. The book value of these financial assets was reduced to 0. This as a consequence of the heavy losses in these markets and no early signs of improvements.

   Current assets decreased by 6.019.730,17 EUR due to:

   • A decrease in receivables 539.672,52 EUR due to several impairments on receivables on the daughters who were impaired in the financial fixed assets.

   • A decrease in cash investments of 5.496.443,71 EUR

   • An increase in cash and cash equivalents of 9.625,66 EUR

   • An increase in deferred charges and accrued income of 6.760,40 EUR LIABILITIES AT DECEMBER 31, 2025

     Shareholders' equity decreased by 6.128.840,12 EUR due to:

   • A decrease in capital by 14.892.413,86 EUR

   • A decrease in losses carried forward of 8.763.573,74 EUR

     Liabilities decreased by 3.433.826,03 EUR due to:

   • A decrease in debts payable at more than one year by 1.981.746,48 EUR

   • A decrease of debts payable within one year by 1.387.348,4 EUR

   • A decrease of the accrued charges and deferred income of 64.731,15 EUR

   INCOME STATEMENT FOR 2025

   Operating income decreased by 339.991,17 EUR and operating expenses increased by 3.421.511,30 EUR. This results in an operating loss of 4.338.654,74 EUR.

   The Financial result decreased from -10.086.320,26 to -1.789.375,05 EUR. The financial expenses consist mainly of the previously mentioned write-downs on several daughters for an amount of 3.624.516,00 EUR.

   APPROPRIATION OF THE RESULT

   We propose the following result appropriation:

   Loss for the year to be appropriated : -6.128.840,12 EUR Loss to be carried forward : -6.128.840,12 EUR REMUNERATION OF THE STATUTORY AUDITOR

   remuneration of 20.000 EUR for his mandate in 2025.

   DIVIDEND

   Nihil

   RISKS AND UNCERTAINTIES

   Revenue (on a consolidated basis) decreased from M€ 26,5 in 2024 to M€ 19,8 in 2025.

   The advertising market continues to experience increasing polarization between branding and performance, prompting advertisers to prioritize solutions that deliver measurable return on

   investment. This trend is affecting all of Invibes Advertising's markets.

   In addition to this structural shift, the segment in which Invibes operates-commonly referred

   to as the "open internet"-has faced a sustained decline in demand.

   RESEARCH AND DEVELOPMENT ACTIVITIES

   Research: Given the nature and activity of the company, there were no activities related to research in 2025.

   Development: Internal salary costs of the R&D team (primarily employed by a subsidiary in Romania) working on the Invibes platform are capitalised as assets together with the corresponding external purchases. These amount to K€ 613 in 2025 compared to K€ 2.058 in 2024 to further develop the platform.

   DISCHARGE

   We ask the General Meeting to approve the submitted annual accounts and to accept the proposed appropriation of results, as well as to grant discharge to the directors and to the statutory auditor of the company for the performance of their duties during the past financial year.

   BRANCH OFFICES

   The company does not have any branch offices.

   FINANCIAL INSTRUMENTS

   The company has purchased several government bonds and monetary funds in 2025 for a total of K€ 3.697. The government bonds concern a short term investment and expire all during 2026 and are valued at amortized cost. The investments in monetary funds do not have an expiry date, and are valued at fair value through profit and loss.

   JUSTIFICATION OF ACCOUNTING RULES UNDER THE ASSUMPTION OF GOING CONCERN

   Invibes Advertising NV is the parent company of the Group and prepares statutory financial statements on a standalone basis. Its financial performance and ability to continue as a going concern are, however, largely dependent on the results and cash flows generated by the Group. Accordingly, management's assessment of the entity's ability to continue as a going concern has been performed at Group level, taking into account the Group's consolidated financial position and forecasts. Based on this assessment, management considers the use of the going concern basis of accounting to be appropriate for Invibes Advertising NV.

   Despite the Group's significant losses, there are sufficient grounds to ensure continuity:

   - Restructuring

   Faced with declining revenues in its traditional markets, Invibes implemented a major restructuring program aimed at achieving positive cash flow in 2026 and 2027. As part of this,

   several underperforming markets were divested in 2025, including Chicago, Singapore, Dubai, Johannesburg, Zurich, Amsterdam, and Munich.

   The company has refocused its commercial activities on key European markets, with active teams in London, Paris, Brussels, Milan, Madrid, and Hamburg, while Ghent serves as the administrative headquarters.

   Alongside this geographic consolidation, Invibes carried out significant cost reductions, particularly in overhead. As a result, the total workforce has dropped substantially, from 224 employees in 2022 to 82 today.

   - Development and Commercialization of a New Product Family

   The advertising market is experiencing increasing polarization between branding and performance, leading advertisers to prioritize solutions that deliver measurable returns. This trend affects all Invibes markets and has prompted the company to accelerate investments in generative AI, particularly through its Fusion product family.

   In addition to this structural shift, the segment in which Invibes operates-commonly referred to as the "open internet"-is facing a sustained decline in demand. While the Fusion product suite has helped mitigate this impact, it has only partially offset the downturn.

   In response, Invibes has launched the development of the new Fusion CTV project, which aims to integrate advanced generative AI capabilities into Connected TV (CTV) environments. CTV is increasingly recognized as a form of digital in-stream advertising and offers new opportunities for high-impact, data-driven campaigns.

   - Budget 2026 and 2027

   The budget for 2026 and 2027 shows a positive result. Moreover, even a revenue decline of 15% or 30% should not lead to liquidity issues. This is the result of strong cost reductions implemented in 2025 and early 2026.

   The Board of Directors also notes that efforts are underway to improve working capital requirements through stricter monitoring of payment terms. Several new processes have been developed and are already in place.

   The Board of Directors believes that these restructuring measures, combined with ongoing innovation efforts, position the company for a more sustainable future.

   However, it also emphasizes that the advertising sector remains highly competitive, and there can be no assurance that revenues will stabilize or return to growth despite these initiatives.

   Drawn up and approved on 29.04.2026

   
   
   

   BV Nemo Services, director and chairman

   Represented by Mr. Kris Vlaemynck, permanent representative;

   
   
   

   Société NP Finance, director and managing director

   Represented by Mr. Nicolas Pollet, permanent representative, chairman;

   
   
   

   Mr. Vanlerberghe Marc, director;

   
   
   

   BV eFCee, director

   Represented by Mr. Cailliau Filip, permanent representative;

   
   
   

   Mr. Houdouin Philippe, director;

3. CONSOLIDATED FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2025

Invibes Annual Report December 31st, 2025 2

Callens, Vandelanotte & Theunissen is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a separate and independent legal entity. Callens, Vandelanotte & Theunissen and its affiliates are not responsible or liable for any acts or omissions of Crowe Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or partnership interest in Callens, Vandelanotte & Theunissen.

© 2023 Callens, Vandelanotte & Theunissen

yn vibes Financial Statements December 31st, 2025

REPORT ON THE WORK PERFORMED

We have prepared the consolidated financial statements of INVIBES ADVERTISING NV. These consolidated financial statements include the statement of financial position of INVIBES ADVER TZSING NV as of December 31, 2025, the income, tne statement of comprehensive ncome, the statement of changes n equity, and the statement of cash flows for the year ended on that date.

These consolidated financiat statements are attached to tne present epot on the work performed.

They were prepared us› ng the accounts of the parent company and information provided by the se^vices of

the Group. I/ a sepa ate reference is not made, aft amounts are stated in thousands of euros.

The attached consolidated financial statements are characterized by tne *ollowing data

TOTAI. A5SF*S REVE NUE

EQUI*YA*TRIBUTABLE*OTHEOVVNERSOFTHEPARENT

PROFIT ' I.OSS (-) FOR THE YEAP

PROFIT LOSS ‹-) FOP THE YEAR ATTPT BUTA3 rr *O Timr ownrRs or Ti iE PAREN*

Our compilation engagement was carried out in accordance with the professional standards of the Institute for Tax Advisors and Accountants apphcable to the accounts ng engagement, which is neither an audit nor a limited eview engagement.

Brussels,

Callers, Vandelanotte & Theunissen BV

Member of Crowe Global

Represented by

19 '/'/1

Mathias Roef Partner

CONSOLIDATED BALANCE SHEET 5

CONSOLIDATED INCOME STATEMENT 6

COMPREHENSIVE INCOME 7

STATEMENT OF CHANGES IN EQUITY 8

CASH FLOW STATEMENT 10

1. GENERAL INFORMATION 14

   1. General information, statement of compliance with IFRS and going concern assumption 14

   2. New or revised standards or interpretations 14

2. ACCOUNTING POLICIES 17

   1. Basis of preparation 17

   2. Basis of consolidation 17

   3. Scope of the consolidation level 17

   4. Translation of accounts and operations in a foreign currency 20

   5. Goodwill 22

   6. Other intangible assets 22

   7. Property, plant and equipment 23

   8. Right-of-use assets 24

   9. Financial assets 24

   10. Accounts receivable 24

   11. Other current assets 25

   12. Cash and cash equivalents 25

   13. Equity, reserves and dividend payments 25

   14. Financial liabilities 26

   15. Financial instruments 26

   16. Lease liabilities 27

   17. Provisions 27

   18. Pension liabilities 28

   19. Share-based employee remuneration 28

   20. Revenue 28

   21. Taxes 29

   22. Earnings per share 30

   23. Determining accounting estimates and judgements 30

3. NOTES ON THE CONSOLIDATED FINANCIAL STATEMENTS 33

   1. Operating segment information 33

   2. Notes on the consolidated balance sheet 35

   3. Notes on consolidated income statement 52

4. ADDITIONAL INFORMATION 58

   1. Remuneration of the statutory auditor 58

   2. Off-balance sheet commitments 58

   3. Related parties 59

   4. Risk factors 60

   5. Events after closing 61

‌Consolidated balance sheet

‌Consolidated income statement

‌Comprehensive income

‌Statement of changes in

equity

Share capital

Consolidate d reserves

Treasury shares

Currency translation adjustments

Deferred taxes on currency translation differences

Profit o/t year

Equity attributable

to the owners of the parent

Minority interests

Total equity

28.693

-7.352

44

21.700

-25 21.674

Income at

31/12/2024

Net losses/incomes registered as equity

-6.604 -6.604 -2 -6.606

-137 -11 -148 -148

31/12/2024

registered as equity

Total registered expenses and income

159 0 -9.167 -9.008 -16 -9.024

31/12/2025

Allocation of the net

EQUITY AT

14.030 1.538

0

66

-24 -9.167

6.443

-46 6.396

Financial year 2025

Share capital was decreased on 20th June 2025 by K€ 14.892 without destruction of any shares to compensate for retained losses from previous financial years.

Together with the capital increase of 20th April 2021, Invibes Advertising NV had been granted an irrevocable right to purchase 526.324 shares from the participants of the capital increase. This call option was valid in 2023 and 2024, but has not been exercised. As a result, the treasury shares were reversed in 2025.

The loss of the period 2025 amounts to K€ -9.183.

Financial year 2024

A conversion of warrants was affected on the 17th of May 2024 which caused an increase of capital by K€

230 and an additional creation of 90.130 shares.

As a result of this transaction, total capital amounts to K€ 28.922, represented by 4.566.678 shares at the

end of December 2024.

Additionally, a new warrant program has been set up in the first semester of 2024. This equity-settled share-based payment transaction amounts to K€ 265 and is recognized as an expense in profit and loss (personnel expenses) with a corresponding credit to consolidated reserves.

On 15 March 2024 the company has signed a sales and purchase agreement thus selling the 62,33% interest in ML2GROW to the other non-controlling minority shareholders of ML2GROW. This date is considered the date of exit from the consolidation scope for ML2GROW. The impact of this exit on minority interests is a decrease of k€ 3.

The profit of the period 2024 amounts to K€ -6.606.

‌Cash flow statement

NOTES ON THE CASH FLOW STATEMENT

CASH FLOWS FROM OPERATING ACTIVITIES

Amortizations on intangible assets amount to K€ 3.834 as of December 31st 2025 compared to K€ 1.101 in December 2024. Depreciations on property, plant and equipment amounts to K€ 216 in December 2025 compared to K€ 115 in the same period of 2024. Depreciations on right-of-use assets amounts to K€ 184 in December 2025 compared to K€ 384 in December 2024.

The non cash financial income mainly concerns the unrealized gains on other investments (monetary funds and government bonds).

INCREASE/DECREASE (-) IN WORKING CAPITAL

Cash flows are affected by the increase/decrease (-) in working capital.

The change in working capital requirement in 2025 of K€ 712 is mainly the result of decreasing trade

receivables, partially compensated by decreasing trade payables.

The change in working capital requirement in 2024 of K€ 1.880 is mainly the result of decreasing trade receivables, partially compensated by decreasing trade payables.

CASH FLOWS FROM INVESTING ACTIVITIES

During financial year 2025, the investments in property, plant and equipment amount to K€ 57. Investments in software amount to K€ 568. The main investments of the year were further developments and new features to the already existing Invibes Platform. These have been capitalized on a cost principle basis.

Furthermore, the company obtained and received repayments of other investments: several new government bonds and monetary funds have been purchased and recovered in 2025 for a total net recovered amount of K€ 5.521. The government bonds concern short-term investments.

During financial year 2024, the investments in property, plant and equipment amount to K€ 147.

Investments in software amount to K€ 2.030. The main investments of the year were further developments and new features to the already existing Invibes Platform. These have been capitalized on a cost principle basis

Furthermore, the company obtained and received repayments of other investments: several new government bonds and monetary funds have been purchased and recovered in 2024 for a total net recovered amount of K€ 3.989. The government bonds concern short-term investments.

CASH FLOWS FROM FINANCING ACTIVITIES

Cash flows from financing activities in 2025 consist mainly of:

• A new loan for € 367,

• the repayment of interest-bearing financial liabilities amounting to K€ 2.300,

• the repayment of IFRS 16 lease liabilities amounting to K€ 263.

• interest paid of K€ 78

  Cash flows from financing activities in 2024 consist mainly of:

• a conversion of warrants of K€ 230,

• the repayment of interest-bearing financial liabilities amounting to K€ 2.232,

• commitment to a new IFRS 16 lease liability amounting to K€ 374,

• the repayment of IFRS 16 lease liabilities amounting to K€ 399.

• interest paid of K€ 172

TOTAL CASH AND CASH EQUIVALENTS

In 2025, cash and cash equivalents decreased by K€ 1.169 to K€ -41 at yearend 2025, mainly caused by the loss of the year and the repayment of financial liabilities, compensated by the net proceeds from investments in short term government bonds and monetary funds.

In 2024, cash and cash equivalents decreased by K€ 744 to K€ 1.127 at yearend 2024.

1. ‌GENERAL INFORMATION

   1. ‌General information, statement of compliance with IFRS and going concern assumption

      INVIBES ADVERTISING NV is a technology company that specializes in digital advertising. The Company solutions are supported by an in-feed format which is integrated into media content. Invibes is inspired by social network advertising and develops its own technology to help brands better communicate with consumers.

      The company INVIBES ADVERTISING NV, head of the group, is a Belgian limited liability company. Its headquarters are located at the Technologiepark 82 bus 26, 9052 Ghent, Belgium. Its identification number is BE 0836.533.938.

      The consolidated financial statements for the period ended December 31st, 2025 (including comparatives) were released for publication by the Board of Directors on March 31st, 2026.

      In accordance with the provisions of the Belgian Code of Companies and Associations (CCA), specifically Article 3:32, Invibes Advertising NV is not required to prepare consolidated financial statements, as it does not meet the criteria that trigger the obligation to consolidate. Furthermore, the company is not considered an entity of public interest as defined by the CCA and applicable Belgian regulations. However Invibes Advertising Nv has chosen to provide these consolidated financial statements. Consequently, these financial statements are unaudited.

      The shares of INVIBES ADVERTISING NV are listed on the Euronext Growth Paris market under code ISN BE097299316. Shares are not listed on any other market.

      The financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS), the standards for financial reporting and the interpretations issued by the International Accounting Standards Board (IASB), as approved by the European Union, and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) of the IASB. They have been prepared under the assumption the Group operates on a going concern basis.

      The going concern assumption was challenged, taken into account:

      The situation as of December 31st, 2025 of realizable net assets and current liabilities, Cash forecasts for the Company and its subsidiaries for the 12 months following closing.

      The Board of Directors, after having examined these various elements, estimated that the company will be able to meet its cash requirements until December 31st, 2026 at least, and consequently that the consolidated accounts should be prepared on a going concern basis.

      The consolidated accounts are expressed in thousands of euros (KEUR) unless otherwise specified.

   2. ‌New or revised standards or interpretations

      During the current financial year, the company applied all published new and revised standards and interpretations that are relevant to its activities and which are in force for the accounting period that started

      on January 1st, 2025, as issued by the International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC) of the IASB.

      For the preparation of the financial statements on December 31st, 2025 the group applied the rules and interpretations mandatory applicable from January 1st, 2025.

      Amendments to IAS 21 Effects of Changes in Foreign Exchange rates: lack of exchangeability

      The application of the other new Standards, Interpretations and Changes has not resulted in any important changes to the group's principles for financial reporting.

      Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group's consolidated financial statements.

      
      
      

2. ‌ACCOUNTING POLICIES

   1. ‌Basis of preparation

      The group's financial statements have been prepared on an accruals basis and under the historical cost

      convention. Any exceptions to this historical cost convention will be disclosed.

      The consolidated financial statements of the Company as of December 31st, 2025, include the financial statements of Invibes Advertising NV, the Parent company, and its subsidiaries. All companies together constitute the "Invibes Group". The consolidated financial statements are prepared before appropriation of the result of the parent company as proposed to the General Meeting of Shareholders.

   2. ‌Basis of consolidation

      The Group's financial statements consolidate those of the parent company and all of its subsidiaries as of

      December 31st 2025. All subsidiaries have a reporting date of 31st December.

      All transactions and balances between Group companies are eliminated for consolidation purposes, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed for consolidation, the underlying asset is also tested for impairment from a Group's perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

      Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

   3. ‌Scope of the consolidation level

      In accordance with IFRS 10, subsidiaries are all controlled entities. Control, regardless of the level of controlling interest held in an entity, is the result of the following three components:

      • having power to direct the relevant activities that significantly affects the investee's returns,

      • having exposure, or rights, to variable returns from its involvement in the investee,

      • having the ability to use its power over the investee to affect the amount of the investor's returns.

        Only substantive rights, as conferred by shareholders' agreements, which can be exercised when decisions on relevant activities have to be made and which are not purely protective, are taken into account for the determination of power. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control is obtained until the date on which control ceases.

        Joint ventures are partnerships in which the Invibes Group and the other parties involved exercise contractually agreed joint control over the entity and have rights to its net assets.

        Associates are entities in which the Group exercises significant influence: Invibes Group has the power to participate in financial and operational policy decisions, however without exercising joint control or control.

        Significant influence is presumed when the Group holds, directly or indirectly, 20% or more of the voting power of the investee.

        The consolidation methods used are:

      • Full consolidation method for subsidiary companies over which the Invibes group exercises control. Within consolidated equity, the share of minority interests in the equity of consolidated subsidiaries is presented as a separate item, as in the income statement and in the statement of comprehensive income.

      • The equity method for joint ventures and associates. This method consists in retaining in the consolidated financial statements the share of shareholders' equity corresponding to the percentage held by the Invibes Group. If the Invibes Group's share in the losses of an equity-accounted entity is greater than its interest in it, then the Invibes Group's share is reduced to zero. Additional losses are subject to a provision if the Invibes Group has a legal or implicit obligation in this regard.

      The list of companies fully consolidated and accounted for using the equity method is presented below:

      Entity	Address		Identification number	% interest	Method
      Invibes Advertising	Technologiepark 82 bus 26	9052 Ghent	BE 0836.533.938	Consolidating entity

      Camera 7, Etaj 2, Sector 1	Bucharest
      Invibes Advertising 12 Rue du Roche	75008 Paris	FR5374500140	100,00%	FC
      Invibes Advertising 1177 Avenue of the
      Inc. NY 10036		6020943	100,00%	FC
      Invibes Spain SL Paseo de la Castellana 137, 28046 Madrid		B37563434	100,00%	FC
      Invibes Advertising Steuerberatungsgesellschaf t 80333 München AG Theaterinenerstraße 45		DE320810302	99,12%	FC
      Invibes Switserland Langstrasse 11 8004 Zürich		CHE-302.303.944	98,40%	FC
      Invibes Finance SA Place de Paris 2314		B42153	100,00%	FC
      Invibes Italy srl Via Giosue Carducci 31 20123 Milano		IT1091916969	100,00%	FC
      Invibes Advertising 5 Underwood Street N1 7LY London UK Ltd.		GB 330 1273 54	100,00%	FC
      Invibes Benelux BV Prins Boudewijnlaan 5 bus 2550 Kontich		BE 0747.591.173	100,00%	FC

      Invibes Services Srl Str. Grigore Cobălcescu 46,

      010196

      RO30562825 100,00% FC

      SAS

      Americas, 7th Floor New York

      4a planta

      AG

      Invibes Netherlands BV

      10

      KNSM-laan 171 1019LC

      Amsterdam

      NL861951438B01 100,00% FC

      Invibes SAAS OÜ Sopruse pst 145, Kristiine

      district Harju county

      13417 Talinn EE 102307368 100,00% FC

      Invibes Nordic AB c/o Leionen, Sankt	112 34 5593314-9254 100,00% FC
      Eriksgaten 63B	Stockholm
      Invibes Norway AS Arbins Gate 4	0253 Oslo	928094251	100,00%	FC
      Invibes Advertising SEO100 Bldg 08-CO Work	Dubai	100559210800003	100,00%	FC
      Invibes Advertising 10 Buffalo Road, Gallo South Africa (PTY) Manor Sandton	2196 Gauteng	4690300811	100,00%	FC
      Invibes Poland Ul. Pzyokopowa 33	01-208 Warsaw	PL5272966038	100,00%	FC

      FZ-LC

      Ltd.

      Adspark GmbH Steuerberatungsgesellschaft

      Theaterinenerstraße 45

      80333 München HRB 273516 100,00% FC

      Invibes Bucharest Services SRL	Str. Grigore Cobălcescu 46, Camera 7, Etaj 2, Sector 1	010196 Bucharest		100,00%	FC
      Invibes Singapore PTE Ltd.	Coolyer Quay 11, The Arcade	049317 Singapore	202410109N	100,00%	FC

      FC: Full Integration, EQ: Equity method

      The closing date of all companies within scope is December 31st.

      The Group does not hold any other entity who are left out of the consolidation scope.

      1. Entry in the consolidation scope

         None

      2. Exit from the consolidation scope

         During the financial year 2025 Invibes Denmark Aps, Invibes Central Europe an Invibes Dijital Reklamcilik VE Ticaret anonim Sirketi have been liquidated. Profit and losses until liquidation are included in the consolidated financial statements. Adspark gmbh also merged with Invibes Germany AG in 2025.

         There were no other exit from the consolidation scope during the financial year.

   4. ‌Translation of accounts and operations in a foreign currency

      1. Translation of financial statements of the foreign subsidiaries

         The accounting currency of foreign subsidiaries is their functional currency.

         Assets and liabilities of subsidiaries located outside the euro area are converted into euro using the exchange rate at closing date. Elements of income statement are translated into euro at the rate approaching the exchange rates at transaction date, or at the average rate of the reporting period if there are no important fluctuations in the rate. Equity is presented at historical rate. Exchange rate differences resulting from translations are presented in the translation reserves in equity until the date of exit from the consolidation scope.

      2. Translation of transactions denominated in a foreign currency

         Transactions denominated in foreign currencies are translated at the current foreign exchange rate at the date of the transaction.

         At closing date, the monetary assets and liabilities denominated in foreign currencies are translated at the closing foreign exchange rate. The resulting foreign exchange rate differences are recognized as foreign exchange gains or losses in the income statement for the transactions linked to the activity.

         The functional currency of foreign subsidiaries is the local currency.

      3. Foreign exchange rates used for the preparation of the consolidated accounts

         The below mentioned rates are euro against foreign currency rates.

         Euro against foreign currencies rate	AED	CHF	CZK	DKK	GBP	NOK		SG
         Closing rate
         31/12/2023	4,0193	0,9308	24,6508	7,4571	0,8627	11,2867
         31/12/2024	3,9841	0,9595	25,4100	7,4627	0,8395	11,9474		1,4562
         31/12/2025	4,304	0,927	24,337	7,468	0,872	11,695	1,4562
         Average rate
         01/2023 - 12/2023	3,9759	0,9653	24,0190	7,4557	0,8665	11,4767
         01/2024 - 12/2024	3,9607	0,9692	25,1200	7,4590	0,8508	11,6414		1,4575
         01/2024 - 12/2025	4,19	0,924	24,57	7,46	0,859	11,707		1,483
         Euro against foreign currencies rate	PLN	RON	SEK	TRY	USD	ZAR
         Closing rate
         31/12/2023	4,3516	4,9743	11,1982	32,6797	1,0937	20,5044
         31/12/2024	4,2955	4,9702	11,6822	35,5872	1,0848	19,8728
         31/12/2025	4,225	0,927	10,683	50,76	1,172	19,20
         Average rate
         01/2023 - 12/2023	4,4956	4,9518	11,4657	26,4375	1,0825	20,1319
         01/2024 - 12/2024	4,3073	4,9699	11,4899	34,8635	1,0782	20,1464
         01/2024 - 12/2025	4,24	5,055	10,971	45,995	1,141	20,131

   5. ‌Goodwill

      All business combinations are measured and recognised in accordance with the revised IFRS 3.

      The consideration transferred (acquisition cost) is measured at the fair value of the assets delivered, issued equity and liabilities incurred at the date of acquisition. Costs directly attributable to the acquisition are expensed.

      The group uses the full goodwill method, which is the difference between the sum of the acquisition cost of the business combination and the fair value of the minority interests, and the net amount of the assets. Assets and liabilities are assumed measured at fair value at acquisition date.

      Goodwill is determined at the acquisition date of the acquired entity and is not subject to any subsequent adjustment beyond the measurement period; the subsequent acquisition of non-controlled interests does not give rise to the recognition of additional goodwill.

      Accounting for a business combination must be completed within 12 months of the acquisition date. This period applies to the valuation of identifiable assets and liabilities, the consideration transferred and uncontrolled interest.

      If the fair value of the identifiable assets, liabilities and contingent liabilities recognised exceeds the cost of an acquisition, the difference is immediately recognised in the income statement.

      Goodwill is tested for impairment annually or more frequently if events or changes indicate that the carrying amount of the goodwill may have been impaired. When an impairment loss is recognised, the difference between the carrying amount and its recoverable amount is recognised as an operating expense on the "asset impairment" line and is irreversible.

      Goodwill is allocated to the relevant cash-generating unit for purpose of impairment testing.

   6. ‌Other intangible assets

      1. Internally developed software

         Expenditures during the research phase of projects to develop new customized software for IT and telecommunication systems is recognised as an expense as incurred. Costs that are directly attributable to a project's development phase are capitalized as intangible assets, provided they meet all of the following recognition requirements:

         • the development costs can be measured reliably,

         • the project is technically and commercially feasible,

         • the Group intends to and has sufficient resources to complete the project,

         • the Group has the ability to use or sell the software, and

         • the software will generate probable future economic benefits.

           Development costs not meeting these criteria for capitalization are expensed as incurred. Directly attributable costs include employee costs incurred on software development along with an appropriate portion of relevant overheads and borrowing costs.

      2. External purchased software and other intangible assets

         The intangible assets acquired by Invibes Group are recognized at cost.

      3. Subsequent measurement

         All intangible assets with a finite useful life, including capitalized internally developed software, are accounted for using the cost model whereby capitalized costs are amortized on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. The following useful lives are applied:

         • Software: 5 years

         • Other intangible assets: 5 years

           At each reporting date, the group reviews whether there is any indication that assets may be impaired. The impairment is recognised directly in the income statement. If a previously recorded impairment is no longer justified, the impairment is reversed.

           When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other operating expenses.

   7. ‌Property, plant and equipment

      In accordance with IAS 16, only the elements whose cost can be determined in a reliable way and for whose it is likely the future economic benefits will benefit to the group are registered as tangible assets.

      Property, plant and equipment are initially recognised at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Invibes Group's management.

      The different components of a tangible asset are registered separately when their estimated useful life, and therefore their depreciation period, are significantly different. Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value. The following useful lives are applied:

      Nature Depreciation period

      Equipment 5 years

      Other tangible assets 2 to 5 years

      These depreciation periods are reviewed and modified in case of a significant change; these changes are applied prospectively.

      At each reporting date, the group reviews whether there is any indication that assets may be impaired. The impairment is recognised directly in the income statement. If a previously recorded impairment is no longer justified, the impairment is reversed.

      Gains or losses arising from the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within other operating expenses.

   8. ‌Right-of-use assets

      At lease commencement date, the Invibes Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which consists of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

      The Invibes Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

   9. ‌Financial assets

      Financial assets include deposits and securities, receivables related to non-consolidated participating interests and the other receivables. They are valued at their historical value.

      When their value is lower than their probable recovery value, an impairment is recorded.

   10. ‌Accounts receivable

       The accounts receivables include the invoices related to service delivery contracts according to the following principles.

       The invoiced receivables are estimated at their fair value when they are initially registered. They are the subject of an impairment according to their probability of recovery if necessary.

       The group enters into debt factoring contracts with external factor companies. As a result, part of the trade receivables portfolio is recurrently sold to the factor company.

       The debt factoring arrangement results in de-recognition if it qualifies as a transfer in accordance with either IFRS 9 or when the group substantially transfers all the risks and rewards of ownership of the financial asset (account receivable). A transfer is an eligible transfer if:

       • the contractual rights to the cash flows are transferred; or

       • the contractual rights to the cash flows are retained but the company assumes an obligation to pay them on to the factor in a manner that meets the conditions in IFRS 9 being that we have no obligation to pay any amounts to the factor unless we receive the cash flows from the customers, we cannot sell or pledge the receivables to a third party and the company has to remit the cash flows it collects without material delay.

   11. ‌Other current assets

       The other current assets mainly concern other receivables. The other receivables are estimated at their fair value when they are initially registered. They are the subject of an impairment according to their probability of recovery if necessary.

   12. ‌Cash and cash equivalents

       Cash and cash equivalents include funds in cash registers and bank deposits, generally for a period below 3 months, easily available or transferable on very short term, convertibles into an amount of cash and presenting no material risks of changes in value.

       The bank overdrafts repayable on demand which are an integral part of the group's cash management are

       considered to be a component of cash and cash equivalents for the purpose of the cash flows statement.

   13. ‌Equity, reserves and dividend payments

       Share capital represents the nominal value of shares that have been issued. Share premium includes any premium received on the issuance of share capital. Any transaction costs associated with issuing shares are deducted from share premium, net of any related income tax benefits.

       Other components of equity include the following:

       • Reserves and retained earnings / accumulated loss (-) - includes all current year and prior period retained profits.

       • Treasury shares (-) - includes the value of call option that Invibes Group has on its own shares.

       • Currency translation adjustments - includes foreign currency translation differences arising from the translation of financial statements of the Group's foreign entities into EURO.

       Dividends payable to equity shareholders are included in other liabilities when the dividends have been approved in a general meeting prior to the reporting date.

       Retained earnings includes all current and prior period retained profits and share-based employee remuneration (see Note 3.2.12).

   14. ‌Financial liabilities

       The financial liabilities include the loans, other financing instruments and bank overdrafts.

       Loans and borrowings are initially recognised at their fair value, plus or minus transaction costs. They are subsequently valued at amortized cost using the effective interest rate method. Any difference between the consideration received (net of transaction costs) and the redemption value is recognised in the income statement over the period of the loan (effective interest rate method).

   15. ‌Financial instruments

       Financial assets other than those mentioned before are initially measured at fair value adjusted for transaction costs (when applicable). They are classified into one of the following categories:

       • Amortised cost (AC)

       • Fair value through profit or loss (FVTPL)

       • Fair value through other comprehensive income (FVOCI): the Invibes Group does not hold any financial assets categorized as FVTOCI

         The classification is determined by both:

       • The business model for managing the financial asset

       • The contractual cash flow characteristics of the financial asset

         The financial assets that are measured at AC and FVTPL are classified as other investments on the balance sheet, and expenses and revenues are classified as finance expense or finance income.

         The subsequent measurement of financial assets depends on the category:

       • Financial assets are measured at AC when the objective is to hold the financial assets and collect contractual cash flows, and the contractual terms give rise to cash flows that are solely payment of principal and interests on the principal amount outstanding. After initial measurement, these assets are measures at AC using the effective interest method.

       • Financial assets are measured at FVTPL when it concerns equity investments, when the assets are held within a different business model other than "hold to collect" or "hold to collect or sell", and financial assets whose contractual cash flows are not solely payment of principal and interests.

       The fair value of the financial assets in this category is determined by reference to directly observed market inputs other than quoted prices for similar instruments and are categorized within level 2 of the fair value hierarchy.

       Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all risks and rewards are transferred.

       The group did not subscribe to hedging instruments.

   16. ‌Lease liabilities

       At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate that is implicit in the lease of using the Group's incremental borrowing rate when it is not possible to determine the interest rate that is implicit in the lease. The incremental borrowing rate is the estimated rate that the Invibes Group would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the Invibes Group.

       Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining outstanding amount of the lease liability.

       The Group has elected not to recognize a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to be recognised as lease liabilities and are expensed as incurred.

       To respond to business needs, particularly in the demand for office space, the Group will enter into negotiations with landlords to either increase or decrease available office space or to renegotiate amounts payable for ongoing leases. In some cases, the Group is able to expand office capacity by occupying additional office space and therefore commits with the owner to pay an amount that is proportionate with the stand-alone price to reflect the specific terms in the contract. In these situations, the contractual agreement for the additional office space is considered as a new lease and accounted for accordingly.

       In other instances, the Group is able to negotiate a change to a lease such as reducing the amount of office space taken, reducing the lease term or by reducing the total amount payable under the lease, both of which were not part of the original terms and conditions of the lease. In these situations, the Group does not account for the changes as though there is a new lease. Instead, the revised contractual payments are discounted using a revised discount rate at the date the lease is effectively modified. For the reasons explained above, the discount rate used is the rate implicit in the lease or the Group's incremental borrowing rate determined at the modification date if the rate implicit in the lease is not readily determinable.

   17. ‌Provisions

       In accordance with IAS 37 "Provisions, Contingent Liabilities and Contingent Assets", a provision is recognised when:

       1. There exists a present obligation resulting from a past event;

       2. It is probable that an outflow of resources representative of economic benefits will be required to end the obligation;

       3. The obligation can be reliably measured.

       This obligation may be legal, regulatory, or contractual. It can also result from Invibes Group practices or public commitments that created a reasonable expectation among the third parties in question that the Invibes Group will assume certain responsibilities.

   18. ‌Pension liabilities

       The Group's pension plans concern defined contribution contracts only. There are no defined benefits

       contracts.

       The Group pays fixed contributions into independent entities in relation to several retirement plans and insurances for individual employees. The Group has no legal or constructive obligations to pay contributions in addition to its fixed contributions, which are recognised as an expense in the period that related employee services are received.

   19. ‌Share-based employee remuneration

       The Group has share-based remuneration plans for its employees. None of the Group's plans are cash-settled.

       All goods and services received in exchange for the grant of any share-based payment are measured at their fair values.

       Where employees are rewarded using share-based payments, the fair value of employees' services is determined indirectly based on the fair value of the equity instruments granted. This fair value is determined at the grant date and excludes the impact of non-market vesting conditions.

       All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to consolidated reserves. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest.

       Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication the number of share options expected to vest differs from previous estimates. Any adjustment to cumulative share-based compensation resulting from a revision is recognised in the current period.

       The number of vested options ultimately exercised by holders does not impact the expense recorded in any period.

       Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital.

   20. ‌Revenue

The activity of the Invibes Group is the delivery of digital advertising services through the Invibes platform. Different invoicing units exist and are all based on the delivery of certain KPI's.