Lastminute com N : 2025 FULL YEAR RESULTS

About this update from Lastminute.com N.v.

five TWENTY ANNUAL REPORT ‌Introduction ABOUT THIS REPORT 3 CONSOLIDATED FINANCIAL STATEMENTS 126 Intro duction 3 Consolidated Profit & Loss 127 NOTE ON PRE Chairman and CEO letters 4 Consolidated Balance Sheet 128 The informatio (together refer Board of Directors 8 Consolidated statement of changes in equity 130 The annual rep Consolidated cash flow statement 132 Union (EU-IFRS MANAGEMENT REPORT 10 Notes 134 The designatio General Information 12 Reporting Stan Financial Information 24 LASTMINUTE.COM N.V. STAND ALONE 232 This year, the S disclosed in Co Market outlook 32 FINANCIAL STATEMENTS non-financial m Risk Management & Internal Control System 38 lastminute.com Balance Sheet 233 year. A summar Key Non-Financials 52 lastminute.com Profit & Loss 234 Definitions and Reconciliation of Non-GAAP to Gaap measures 54 Notes 234 FORWARD-LOO The lastminut OTHER INFORMATION 254 developments. SENTATION n disclosed in this annual report includes lastminute.com N.V. (henceforth referred to as the " Company ") and its subsidiaries red to as " lastminute.com Group " or the " Group "). ort, which ended 31 December 2025, was prepared in accordance with IFRS Accounting Standards as endorsed by the European ) and with part 9 of Book 2 of the Dutch Civil Code. n IFRS also includes International Accounting Standards ('IAS') as well as all the interpretations of the International Financial dards Interpretation Committee ('IFRS IC'), formerly the Standard Interpretations Committee ('SIC'). ustainability Report is published as a stand-alone report, accessible on the corporate website . The Ethics & ESG Committee (as rporate Governance chapter) committed to prepare it in accordance with the applicable Swiss regulation on transparency in atters and following the internationally recognised standards of the Global Reporting Initiative (GRI) (2021), as in the previous y of the sustainability highlights can be found in the Sustainability Report chapter . KING STATEMENTS e.com Group's annual report contains forward-looking statements that reflect management's current view of future All statements other than statements of historical fact set forth in this annual report regarding lastminute.com Group's business strategy, such as future operations and businesses, management's plans and objectives, are forward-looking statements. In some cases, words such as 'may', 'will', 'expect', 'could', 'should', 'intend', 'estimate', 'anticipate', 'believe', 'outlook', 'continue', 'remain', 'on track', 'design', 'target', 'objective', 'goal', 'plan' and similar expressions are used to identify forward-looking statements that contain risks and uncertainties that are beyond the control of the Group and call for significant judgement. Should the underlying assumptions turn out to be incorrect or if the risks or opportunities described materialise, the actual results and developments may materially deviate (negatively or positively) from those expressed by such statements. The outlook is based on estimates lastminute.com Group has made on all the information available at the time of completion of this annual report. Factors that could cause the actual results and developments to differ from those expressed or implied by the forward-looking statements are included in the section 'Risk Management and Internal Control System' of this annual report. These factors may not be exhaustive and should be read in conjunction with the other cautionary statements included in this report. Forward-looking statements made in this annual report shall be evaluated in the context of these risks and uncertainties. lastminute.com Group does not assume any obligations or liability in respect of any inaccuracies in the forward-looking statements made in this annual report or for any use by any third party of such forward-looking statements. lastminute.com Group does not assume any obligation to update any forward-looking statements made in this annual report beyond statutory disclosure requirements. INFORMATION ON THE FIGURES PRESENTED All references in this annual report are expressed in 'Euro', 'EUR' or 'EUR'. For ease of reference, all the figures in this annual report are expressed either in thousands or millions of Euros, whereas the original data is recorded and consolidated by the Group in Euro. Similarly, all percentages relating to changes between two periods or to percentages of net sales or other indicators are always calculated using the original data in Euro. The use of values expressed in thousands of Euros may therefore result in apparent discrepancies in both absolute values and data expressed as a percentage. Figures presented may be subject to rounding differences. As a result, the sum of individual amounts may not always match the total displayed. These differences are purely arithmetic and do not affect the overall accuracy of the financial information. The language of this annual report is English. Certain legislative references and technical meaning may be ascribed to them under applicable law. 3 Content Index CORPORATE GOVERNANCE Preliminary remarks Group structure and shareholders Capital structure Board of Directors Executive Management Remuneration Report Shareholders' participation Change of control and defence measures Auditors Internal control and risk management system Information policy Non-applicability/negative disclosure 56 57 57 59 64 89 90 99 100 101 102 107 108 AUDIT OPINION 255 CONTACTS 264 SUSTAINABILITY REPORT Sustainability Highlights Stakeholder focus Environment focus Responsible tourism focus 110 112 115 122 124 Chairman letter ‌Governance in action Throughout 2025, the Board worked closely with management on three priorities: that growth is disciplined, repeatable and supported by a resilient financial structure. We see the Group progressively strengthening the drivers it can control while reducing exposure to Dear stakeholders, In 2025, we focused on strengthening the structural and financial foundations required to support sustainable, longterm growth. Against a still-uncertain macroeconomic backdrop, the Board maintained a consistent emphasis on disciplined governance and operational clarity. The objective was simple: ensure the Group could grow consistently regardless of market conditions. The results reflect that discipline. While the European OTA market grew by approximately 6% 1 , whereas the Group delivered revenue growth of 15% to EUR 361.1 million. Adjusted EBITDA increased by 33% to EUR 54.9 million, and free-cash-flow conversion reached 58%, compared with effectively zero the previous year. For the Board, the most important development was not the magnitude of the growth, but its quality. Improved cash generation and operating leverage are clear indicators that profitability is structurally embedded in the operating model. For the Board, the most important development was not the magnitude of the growth, but its quality. Firstly, capital discipline. The Group simplified its scope, exited non-core activities, and focused investment on areas with repeatable economics. The second priority was operational clarity. The organisation was streamlined to improve execution speed and accountability. The Board monitors not only outcomes but the consistency of decision-making behind them. And lastly, strategic optionality. A stronger balance sheet gives the company the ability to invest in innovation while preserving flexibility for future opportunities. The Board also evolved its composition. At the 2025 Annual General Meeting, we welcomed Gaspar Santonja to the Board as a new Non-Executive Director. Gaspar brings over 25 years of experience in finance, with a particular deep expertise in the e-commerce sector. I also want to thank Luca Concone and Marco Forasassi Torresani, previously serving as Non-Executive Directors and Maria Teresa Rangheri, previously serving as Executive Director, for their contributions, after they decided not to stand for re-election. Looking ahead The Group's three-year outlook, which was presented to the financial community, is grounded in a model that is increasingly self-funded and scalable. The Board's priority remains ensuring external volatility. On behalf of the Board, I thank management and employees for the progress achieved, and our shareholders for their continued trust Yann Rousset Chairman 4 5 1 Source: Skift Research Global Travel Outlook 2026 CEO letter Dear stakeholders, 2025 was the year lastminute.com moved from stabilisation to deliberate execution. Our EUR 361.1 million in revenues and EUR 54.9 million in Adjusted EBITDA were not the result of demand alone. They came from a set of clear choices: narrowing focus, simplifying operations and aligning the organisation behind a defined direction. We reduced complexity before accelerating growth and we invested where the future of the industry is moving. AI does not remove the need for an OTA, it changes which OTA capabilities matter. Travel distribution is entering a structural shift In the past, value in online travel was concentrated in discovery: being the place where a customer searched and compared options. Increasingly, discovery is moving into AI-driven environments where inspiration happens before a user ever visits a travel website. When this happens, the role of an online travel company changes. The critical layer becomes not inspiration, but reliable fulfilment: turning intent into a protected, service-backed trip. Our strategy is built around this transition. We are evolving from a transactional intermediary into the infrastructure that connects AI-generated demand with real-world travel delivery, managing booking complexity, customer support, regulatory obligations and supplier coordination. This is why we are investing simultaneously in curated products and AI-compatible architecture. AI does not remove the need for an OTA, it changes which OTA capabilities matter. The choices we made in 2025 To position the Group for this shift, we focused on four concrete actions. We simplified the product. Rather than maximising choice, we prioritised relevance through higher-margin Packages, generating EUR 101.8 million in gross profit. This reflects a belief that in an environment of infinite options, curation increases conversion and trust. We streamlined the organisation. Operational layers were reduced to improve speed and accountability. Automation and AI tools improved response times while allowing teams to focus on complex customer needs. We validated scalability. Expansion Markets delivered early growth and confirmed that the model can extend beyond our five core geographies without proportional cost increases. We built AI-ready infrastructure. The launch of our MCP server marks the beginning of a fulfilment layer designed for agent-based travel booking, allowing external systems to securely interact with our inventory in real time. 6 These were deliberate trade-offs. We chose focus over coverage and structure over short-term expansion. From growth to compounding Our three-year outlook represents a change in how growth is generated. Historically, growth in travel often required proportional marketing investment. Our objective is to pair additional, profitable marketing investments with an increase in customer lifetime value, repeat usage and operational leverage so growth compounds rather than resets each year. The shift from transaction-led growth to product-led value underpins this ambition. By combining curated packages, loyalty, and an evolving app-based Travel Companion, we aim to remain present before, during and after each trip. Looking forward The travel industry is not disappearing into AI interfaces; it is reorganising around them. Those who only distribute inventory risk commoditisation.Those who own fulfilment, trust and customer relationships gain relevance. Our goal is to become that trusted layer where inspiration becomes a journey customers can rely on. We entered 2025 rebuilding foundations. We leave it with a clearer model, stronger cash generation and a strategy aligned with how travel will be booked in the coming decade and with a business designed to increase the share of growth driven by our own product, brands and customer relationships rather than external conditions. Thank you to our teams, partners and shareholders for the trust and commitment that made this progress possible. We look forward to continuing the journey together. Alessandro Petazzi CEO 7 ‌Board of Directors composition CHAIRMAN EXECUTIVE DIRECTOR New updates to the composition of the Board of Directors of lastminute.com N.V. were introduced in 2025, shaped by the decisions made at the Annual General Meeting (AGM) in June. At the AGM held in Amsterdam on 25 June 2025, shareholders approved the appointment of Gaspar Santonja as a Non-Executive Director. Gaspar is an experienced finance executive and current Head of Investments at a Milan-based family office, following a distinguished career that includes CFO roles at both Cortilia and the former Bravofly Rumbo Group. Prior to the AGM, Luca Concone and Marco Forasassi Torresani, previously serving as Non-Executive Directors, informed the Company of their decision not to stand for re-election. Additionally, Maria Teresa Rangheri, previously serving as Executive Director, also decided not to stand for re-election. Reconfirmed on the Board were Yann Rousset , as Non-Executive Director and Chairman of the Board of Directors, and Alessandro Petazzi , as Executive Director and Chief Executive Officer. Giulia Sattin , and Cyril Ranque , were also reconfirmed as Non-Executive Directors. Yann Rousset Chairman of the Board of Directors Alessandro Petazzi Executive Director & CEO NON-EXECUTIVE DIRECTORS Gaspar Santonja Non-Executive Director Giulia Sattin Non-Executive Director Cyril Ranque Non-Executive Director 8 9 ‌MANAGEMENT REPORT OUR MISSION To design, deliver and take responsibility for curated, integrated travel experiences so people can travel with confidence. QUICK LINKS General Information Financial Information Market outlook Risk Management & Internal Control System Key Non-Financials Definitions and Reconciliation of Non Gaap to Gaap measures 10 11 ‌General information MISSION AND STRATEGY Our Mission To design, deliver and take responsibility for curated, integrated travel experiences so people can travel with confidence Our Positioning lastminute.com is Europe's leading provider of Dynamic Holiday Packages. The Group's current position reflects a deliberate, multi-year transformation designed to reshape its role in the travel ecosystem. The pivotal shift began in 2018, when lastminute.com moved decisively from a flight-led model to building a pan-European platform centred on Dynamic Packaging. Since then, it continued to reposition the business with intent. The Group is evolving from a transactional intermediary to becoming the infrastructure layer that connects AI-driven demand with real-world travel fulfilment. In doing so, lastminute.com manages the full complexity of modern travel: booking orchestration, customer care, regulatory compliance and supplier coordination at scale. The Group's strategy is anchored in curated travel solutions, delivering the protection and breadth of a traditional tour operator without the constraints of inventory risk. Its 100% asset-light model is supported by a vast, fully licensed European supply network, a proprietary bedbank, access to over 3.3 million hotels, and more than 400 global air and rail providers. Powered by proprietary technology, lastminute.com combines flights, hotels and ancillary services in real time to curate holidays with precision and reliability. Alongside this sits a suite of travel services, such as additional protection (e.g. in the event of a cancellation from the provider), car rentals, experiences, and deferred payment options. The result is a scalable, frictionless model offering customers flexibility and security. Packages remain the Group's primary revenue engine and the cornerstone of its identity in the holidays market. By combining expertly curated packages, a robust loyalty proposition and an evolving app-based Travel Companion, lastminute.com is building a persistent customer relationship, remaining relevant before, during and after each trip. Today, the Group is moving beyond the role of a digital marketplace to become a definitive Product Owner. Operating as a virtual tour operator, it designs and delivers differentiated leisure experiences that prioritise quality, choice and control. This model is underpinned by a broad and resilient supply network, supported by comprehensive licensing across Europe, ensuring both scale and compliance. The Next Horizon: curation and expansion The lastminute.com brand remains one of the most recognised icons in travel. Looking ahead, the Group is evolving this heritage toward a future defined by curation. Strengthening market presence is now focused on Expansion Markets (formerly defined as Tier 2), such as the Nordics, Benelux and Ireland, where the Group sees significant potential for its high-value, occasion-based offerings. By integrating hand-picked experiences and services, the Group continues to enhance the holiday journey, ensuring it remains the primary destination for the modern European traveler. Culture and values The Management understands that the Group corporate culture, values and standards of conduct are key drivers of sustainable long-term value creation. They guide how the Group makes decisions, manage risks and deliver our strategic goals, helping ensure our business stays resilient and relevant to travellers, partners, employees and shareholders. lastminute.com's commitment to ethical, responsible and sustainable execution remains constant and thus, the culture defines how its employees act every day, supporting the delivery of the strategy. By fostering a mindset of accountability, inclusivity, and continuous improvement, the Group ensures that growth initiatives remain aligned with the Sustainability Strategy and long-term stakeholder value. Environmental, social, and governance (ESG) considerations are integrated into daily operations and decision-making processes. Progress against these strategic sustainability commitments is disclosed annually in the Group Sustainability Report . Our Strategy The appointment of Alessandro Petazzi as CEO on January 1st, 2025 signaled a pivotal moment for the Group. While the Group is built on two decades of technological leadership, the new strategic direction is designed to move the Group beyond a transactional role and toward a position of Product Ownership. The ambition is clear: to evolve from a booking platform into a holistic travel partner that owns the customer relationship from inspiration to return. As the travel industry undergoes a radical transformation, driven by Artificial Intelligence and shifting consumer expectations, the Group is intentionally redefining the role of the Online Travel Agency. The strategy is anchored around four core drivers designed to ensure long-term relevance, profitability, and market leadership: 12 13 Strengthening market presence: The Group is expanding its B2C footprint across Europe. While maintaining its dominance in its five Core Markets, the Group is now intentionally scaling into Expansion Markets. Leveraging existing B2B licenses and a data-driven approach, the Group is targeting these high-potential territories with focused, efficient marketing investments to capture new market share with minimal friction. Brand Portfolio focus: The Group is refining its brand architecture to ensure every brand in the portfolio serves a distinct purpose and audience. By sharpening the positioning of its brands and maximising their unique identities, the Group is delivering more targeted, high-impact marketing. This moves beyond traditional prompted awareness to focus on increasing "brand salience", ensuring the brands are front-of-mind during the critical holiday research and buying mode, whether that's for immediate bookings or long term growth. This means the Group doesn't just reach travelers, but connects with them through the brands they trust most in their local markets. Dynamic Packages Evolution: In a move from "selling inventory" to "owning the product," the Group is advancing its core product - Dynamic Packages. This evolution involves moving beyond infinite choice towards intelligent curation. By pre-bundling selected flights, hotels, and local experiences around specific travel themes, such as "The Romantic Escape" or "The Riviera Retreat", the Group provides a high-value, distinctive product that removes the complexity of choice for the customer while increasing margin and brand loyalty. As the personalisation evolves these packages would also be created based on a customer's preferred preferences. Travel Companion: This strategic driver focuses on moving beyond one-off transactions to build lasting relationships with customers, giving them compelling reasons to return to the Group's websites and, even more importantly, its App as a key touchpoint for engagement and loyalty. AI-driven personalisation and real-time support are key enablers of this ambition, allowing lastminute.com to deliver relevant services and seamless assistance at every stage. The objective is to stay alongside customers throughout their entire travel journey - before, during and after each trip - and again as they begin planning the next one, positioning the Group as a trusted partner and companion in the holiday experience. MARKETS, PRODUCTS, AND BRANDS Geographic footprint The Group maintains a robust global presence, operating in over 50 markets worldwide. While the Group's footprint is extensive, its operational focus remains highly intentional, directed toward territories where the "Virtual Tour Operator" model can achieve maximum scale and profitability through a digital-first approach. The Foundation: Core Markets The Group's performance remains anchored by its five Core Markets: the UK, Germany, France, Spain and Italy. These established territories continue to provide the bedrock of the Group's revenue, collectively accounting for 75% of total revenue in 2025. In these regions, Packages (encompassing both Dynamic Packaging and Tour Operator offerings) remain the primary revenue contributor, demonstrating the enduring resilience of the Group's core product in mature travel landscapes. The Strengthening: Expansion Markets A central pillar of the Group's strategic outlook is the progressive scaling of revenue through its Expansion Markets. Currently the five primary Core Markets provide a stable and high-performing bedrock, contributing 77% of total Packages revenue. The Expansion Markets, including 14 high-potential territories identified for their rapid scalability, accounted for 22% of total Packages revenue, with a further 1% generated from extended geographies. This expansion was a proactive move to capture a significant untapped opportunity across the continent. By intentionally cultivating an even more balanced geographical portfolio, the Group is enhancing its ability to capture shifting pan-European travel trends in real-time. This diversified footprint builds upon our existing structural stability, ensuring the Group remains highly agile and well-positioned to leverage growth across multiple economies simultaneously. By replicating the proven, data-driven success of the Core Markets in these expansion territories, the Group is building a resilient and scalable foundation designed for sustainable, long-term value creation. The Group is seeing momentum as these Expansion Markets gain scale: The Nordics: Sweden and Denmark have shown particularly strong traction, benefiting from the Group's data-driven marketing and localised B2C propositions. Ireland: utilising the blueprint taken from success in The Nordics. Ireland has shown strong potential, with less competition in the Packages space compared to Great Britain. Central European performance: Austria and Switzerland continue to deliver consistent growth, signaling a successful rebalancing of the Group's European distribution. 14 15 A shift in Strategic Distribution The Group is evolving beyond a traditional transactional model which connects millions of travelers and partners across Europe, into a more sophisticated, multi-channel ecosystem. This shift is core to our 3-year-outlook. lastminute.com is no longer just a destination for travellers, but a key part of the underlying infrastructure that powers the European holiday market thanks to its mastery of the regulatory and licensing complexity needed to provide holidays, in multiple countries. lastminute.com is also diversifying how it reaches the customer as traditional marketing evolves with AI, ensuring its offerings will be available wherever the travel conversation begins. The model harmonises direct B2C engagement with strategic B2B partnerships creating a virtuous circle of growth and market intelligence. B2C DNA: the Group was founded in the B2C travel space, with customers getting access to the Group's curated offerings via its iconic portfolio of brands, including lastminute.com, Volagratis, Rumbo, and weg.de. These brands are being intentionally positioned to move beyond the transaction, acting as "Travel Com-panions" that own the customer relationship end-to-end. Central to this move was the launch of our PRO loyalty programme for lastminute.com in December 2025. More than a traditional rewards scheme, PRO is designed as a membership gateway that locks in value for our most frequent travelers. By providing immediate, tangible benefits - from exclusive pricing to enhanced support - PRO' encouragement of recurring engagement, shifting the focus from 'booking a trip' to 'belonging to a travel community.' B2B as a strategic lever: as the Group evolved, global partners were added to the model, such as Booking.com and HolidayPirates, who leverage the Group's market-leading Dynamic Packaging technology to power their own holiday offerings. This segment is more than a revenue driver; it serves as a strategic gateway. By deploying its technology through B2B channels first, the Group gains valuable market intelligence that paves the way for a more efficient and targeted B2C entry into Expansion Markets. Beyond the Booking The Group continues to amplify its reach through high-value initiatives, including gift cards, and corporate travel solutions. These services extend the Group's relevance across the entire travel lifecycle, reinforcing customer loyalty and maximising the lifetime value of every user. Together, these capabilities form a unified, integrated model positioned to lead the next phase of European travel expansion. Our brands In 2025, the Group sharpened its brand portfolio strategy to ensure each brand created maximum value in its respective market, harnessing its distinctive strengths. A unified look and feel, including turning the former "blue brands" to "pink", reinforced the connection to the Group's lastminute.com brand and strengthened recognition. This visual identity is further supported by a new handwritten font, 'Last Minute Sans', designed to emphasise lastminute.com's 'human touch' in an increasingly digital landscape. lastminute.com - The Group's flagship brand drives the majority of Packages sales. Our clear brand positioning, unique identity and vast inventory mean we can deliver smart, flexible, and high-value travel solutions for modern travellers. Alongside performance marketing, a key goal is investing in brand marketing, PR, Social Media and Influencer activities aimed at increasing "brand salience" so lastminute.com is front-of-mind during holiday research. 17 Volagratis (Italy), Rumbo (Spain), local market leaders with strong prompted brand awareness. Traditionally more flight orientated, these brands are progressively aligned under the Group's unified visual identity, supported by targeted, digital-first marketing strategies to strengthen relevance and conversion. 16 weg.de (Germany) primarily offers tour operator packages, which tend to be higher value travel solutions. Brand Marketing was prioritised to increase brand visibility, with activity undertaken mainly via earned channels and Social Media for cost efficiencies. This refreshed identity underpins a broader strategic aim to create clear differentiation, efficient resource allocation, and stronger customer engagement. By focusing investment where each brand drives the greatest impact, the Group can now maximise both reach and relevance. In 2025, digital-first marketing remains the cornerstone of the Group's approach. Online channels are optimised to drive traffic and bookings efficiently, ensuring packages continue to resonate with the next generation of travellers. As part of its forward-looking AI strategy, the Group is proactively building 'trust infrastructure' and boosting its ecosystem presence to ensure high visibility and citations within Large Language Models (LLMs) and Generative Experience Optimization (GEO). This ensures lastminute.com remains a primary destination as AI reshapes how travellers search and plan their journeys. By combining clear positioning, consistent brand expression, and performance marketing discipline, lastminute.com is strengthening its leadership in the last-minute holiday deals space. The Brand Portfolio lastminute.com is an iconic brand renowned for its emotional resonance and high brand awareness across Europe. It was founded in 1998 with the mission of offering five-star experiences at three-star prices. Today, it is the core brand of the lastminute.com Group with latent potential for growth within our core markets and beyond to our Expansion markets. A pioneer in the Italian market and one of the Group's founding digital assets. Volagratis has evolved from Italy's first flight search engine into a comprehensive holiday specialist. It serves as a regional powerhouse, offering a seamless booking experience across packages and flights for the online Italian traveller. A cornerstone of the Group's presence in the DACH region. As one of Germany's most established travel platforms, weg.de is the specialist for all-inclusive vacations and high-value package holidays. It plays a critical role in the Group's German market leadership, focusing on quality, reliability, and consumer trust. The Group's dedicated engine for international flight search and comparison. Bravofly has provided travellers with an expansive global inventory, integrating traditional and low-cost carriers into a frictionless search experience since 2006. It serves as a gateway for international travellers seeking efficiency and competitive value across air, hotel, and car rental services. A market-leading OTA with a footprint in Spain and South America. Rumbo is a full-service holiday website, managing a diverse portfolio that ranges from rail and bus travel to complex international packages. A leading French meta-search specialist with a strong international presence across Europe and North America. Jetcost provides users with high-speed price transparency, acting as a top-of-funnel discovery tool that drives high-intent traffic into the Group's ecosystem. Hotelscan is the Group's Swiss-born meta-search operator specialising in global accommodation. By aggregating millions of hotel options in real-time, Hotelscan provides the Group with a high-performance price-comparison engine that ensures travellers find the best value across Europe's diverse hospitality landscape. The Group's full-service digital media agency and strategic consultancy. In 2025, Forward expanded its capabilities by launching an in-house creative production division, becoming the travel industry's first end-to-end agency. By combining proprietary data and media strategy with high-tier creative execution, Forward is the only operator of its kind capable of delivering integrated, high-impact campaigns for global travel brands and tourist boards. 18 19 LEGAL GROUP STRUCTURE Below you can find the Group's structure as of 31 December 2025: Full consolidation Equity consolidation lastminute.com N.V. (The Netherlands) 100% 100% 100% 100% 47% 30.04% 0.01% 0.01% HolidayIQ Pte Ltd (Singapore) BravoNext SA (Switzerland) Blue SAS (France) LM Forward Ltd (UK) Menastar DMCC (United Arab Emirates) InstaGo SAGL (Switzerland) Sealine Investments 2 LP (UK) Sealine Investments LP (UK) 33.00% StarNext Ltd (Israel) 100% BravoStar Ltd (Israel) 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Viaggiare S.r.l. (Italy) LMnext PT Unipessoal LDA (Portugal) Bravoventure Spain SLU (Spain) LMnext US, Inc (USA) Madfish Srl (Italy) LMnext UK Ltd (UK) LMnext FR SASU (France) LMnext Services Ltd (UK) Bravoventure Poland Sp. z. o. o. (Poland) COMVEL GmbH (Germany) PIGI Shipping & Consulting S.r.l. (Italy) 1% 100% 100% 100% 100% 99% Bravoventure India Private Limited (India) Red Universal de Marketing y Bookings Online, S.A.U. (Spain) StarTech S.r.l. (Italy) Cruiseland S.r.l. (Italy) Bravolivia SL (Spain) 99.99% 0,01% Leisure and Lifestyle Information Service Pvt Ltd (India) 20 21 Liquidation of Smallfish Spain S.L. In April 2025, Smallfish Spain S.L. was liquidated. The transaction did not have a significant impact on the Group's consolidated financial statements, as the entity was not material in terms of dimensions, operations or contribution to the Group's financial position and performance. Accordingly, no material effect on key consolidated metrics has arisen from this liquidation. Merger of subsidiaries In July 2025 the Group executed the merger of two of its Swiss subsidiaries (BravoMeta CH SA in BravoNext SA), accounted for as a merger by incorporation under common control. The decision of the Group was driven by its ongoing efforts to streamline operations, enhance efficiencies, and optimise resource allocation. Discontinuation of cruise business In November 2025, as part of the Group's commitment and long-term focus on consolidating and strengthening its core high-growth segments, the Cruise division, which primarily operated in the Italian market under the Crocierissime brand, ceased its operations complying with all the applicable law provisions. The trademark and domain have been sold to a third party, Cruiseline Europe SA, one of the top European specialist leaders in the segment, for a total amount of EUR 2,000 thousand. For further information about the impact of the closure and the sale of the aforementioned assets, reference should be made to Note 9 - Personnel cost, Note 19 - Intangible assets and Note 20 - Goodwill and impairment test. 22 23 ‌Financial information The Group's financial information for the year ended 31 December 2025 (" FY 25 ") is reported in accordance with the International Financial Reporting Standards as endorsed by the EU (" EU-IFRSs "). The financial information section includes both GAAP and Non-GAAP measures. Further information about the Non-GAAP measures can be found in section "Definitions and Reconciliation of Non-Gaap to Gaap measures". 2025 GROSS TRAVEL VALUE ("GTV"), REVENUES, GROSS PROFIT AND TAKE RATE Gross Travel Value (GTV) grew by 19% year-over-year, primarily driven by an increase in volumes across core products, in particular Packages and Flights. Revenues climbed to EUR 361.1 million (+15% vs 2024), exceeding our guidance, supported by the efficient execution of our marketing strategy and a sustained demand for leisure travel. Gross profit preserved at 40%, +10% compared to 2024. Focus on Group results (FY 2025) EUR million FY 2025 FY 2024 % Gross Travel Value (GTV) 3,463 2,903 19% Revenues 361.1 313.7 15% Gross Profit 144.6 130.9 10% % on Revenues 40.1% 41.7% (1.7)pp Take Rate % 9.7% 9.7% 0.0pp GTV at Group level exceeds the sum of GTV from Packages, Flights, Hotels (see next page) due to the residual category Others, which primarily relates to the discontinued cruise business. Packages In full year 2025, the Packages segment generated Revenues of EUR 232.9 million (+11% vs. 2024) supported by a strong ability to capture value from EUR 1.9 billion of transaction value. Gross Profit increased by 8% year-on-year, exceeding EUR 100 million. The year was marked by significant investments in performance marketing aimed at strengthening market positioning, while maintaining a disciplined focus on marginality and value creation. EUR million FY 2025 FY 2024 % Gross Travel Value (GTV) 1,890 1,828 3% Revenues 232.9 210.2 11% Gross Profit 101.8 94.3 8% % on Revenues 43.7% 44.9% (1.1)pp Take Rate % 12.1% 11.3% 0.8pp Flights The Flights segment delivered remarkable profitable growth during the year, driven by a 53% year-on-year increase in transaction value to EUR 1.3 billion and supported by a strong pricing optimization strategy. This performance enabled the Group to effectively capture resilient travel demand through the Meta channel, further strengthening the scalability and profitability of the Flights business. EUR million FY 2025 FY 2024 % Gross Travel Value (GTV) 1,343 875 53% Revenues 95.3 72.5 31% Gross Profit 28.5 22.9 24% % on Revenues 29.9% 31.6% (1.7)pp Take Rate % 6.1% 6.3% (0.2)pp Hotels Hotels segment increased GTV and Revenues by 25% and 21% compared to FY 2024, marking a year of profitable scale. Gross Profit reached EUR 10.2 million, up 15% year-on-year, reflecting the ability to grow while maintaining margin profitability. EUR million FY 2025 FY 2024 % Gross Travel Value (GTV) 194 155 25% Revenues 22.9 19.0 21% Gross Profit 10.2 8.9 15% % on Revenues 44.5% 46.8% (2.3)pp Take Rate % 11.2% 11.2% 0.0pp 24 25 2025 PROFIT AND LOSS in EUR M (where not otherwise specified) 2025 2024 Variance Variance % Revenues managerial * 361.1 313.7 47.3 15% Packages 232.9 210.2 22.7 11% Flights 95.3 72.5 22.8 31% Hotels 22.9 19.0 3.9 21% Other 9.9 12.1 (2.2) (18%) Variable costs (216.4) (182.8) (33.6) 18% Gross Profit ** 144.6 130.9 13.7 10% % on revenues 40.1% 41.7% Fixed costs, including HR and other running costs (89.7) (89.7) 0.0 (0%) Adjusted EBITDA *** 54.9 41.2 13.8 33% % on revenues 15% 13.1% Non-recurring items (8.5) 2.1 (10.7) n.a EBITDA 46.4 43.3 3.1 7% Depreciation, amortisation and impairment (27.2) (18.1) (9.1) 51% EBIT 19.1 25.2 (6.1) (24%) Net Financial Results (4.0) (2.6) (1.4) 54% Taxes (3.6) (6.9) 3.4 (48%) Net result 11.5 15.7 (4.1) (26%) Earnings /(loss) per share 1.09 1.47 (0.38) (26%) * "Revenues managerial", which differ from Revenues as presented in the IFRS compliant financial statements as they do not include other non-recurring income. ** Gross Profit is the difference between managerial revenues and variable costs. *** Adjusted EBITDA means operating profit / loss before depreciation and amortisation, impairment, accounting effects related to restructuring expenses, other non-recurring income, investments/incentive plans for directors and employees, and expense items which are considered by management to not be reflective of our ongoing operations. HIGHLIGHTS FY 25 PROFIT AND LOSS The financial performance for the full-year 2025 is as follows: Revenues reached EUR 361.1 million (+15% YoY), supported by the efficient execution of our marketing strategy. Gross Profit was EUR 144.6 million, +10% vs. FY 2024. Gross profit margin was 40.1%, slightly down from 41.7% in the previous year, reflecting a strategic increase in marketing investments which brought volumes and revenues up. Adjusted EBITDA reached EUR 54.9 million, +33% vs. FY 2024. In FY 2025, Adj. EBITDA significantly outpaced Revenues and Gross Profit growth, highlighting strong operating leverage, as stable fixed cost base amplified YoY gains. EBITDA reached EUR 46.4 million, up from EUR 43.3 million in 2024. In 2025, non-recurring items included EUR8.6 million in costs related to the Q2 reorganisation and the discontinuation of the cruise business in Q3. In contrast, 2024 benefited from a EUR 2.1 million one-off gain, primarily due to the release of incentive plan liabilities. EBIT amounted to EUR 19.1 million (-24% vs. FY 2024), impacted by EUR 3.3 million in impairment losses recorded in Q3, following the discontinuation of the cruise business and the impact of the non-recurring items as described above. Net Result was EUR 11.5 million, down 26% vs. FY 2024, a solid result despite the effect of non recurring items described above. Earnings Per Share went from EUR 1.47 in 2024 to EUR 1.09 in 2025. 26 27 in EUR M 31 Dec 2025 31 Dec 2024 Variance Variance % Fixed assets 242.5 245.5 (2.9) (1%) Deferred tax assets 14.3 16.2 (1.9) (12%) Total fixed assets 256.8 261.7 (4.8) (2%) Trade and other receivables 121.9 100.9 21.1 21% Trade and other liabilities (324.5) (290.3) (34.2) 12% Total Net working capital (202.6) (189.4) (13.1) 7% Other assets and liabilities (41.2) (41.6) 0.4 (1%) Total capital Employed 13.1 30.6 (17.6) (57%) Financial assets 21.9 23.2 (1.3) (6%) Financial assets at fair value 1.0 1.1 (0.1) (4%) Cash and cash equivalents 69.3 65.6 3.7 6% Financial liabilities (44.5) (64.3) 19.8 (31%) Lease liabilities (4.0) (5.5) 1.6 (28%) Total Financial assets and liabilities 43.7 20.1 23.6 117% Share capital (0.1) (0.1) 0.0 (0%) Capital and other reserves, including CTA (53.2) (54.0) 0.8 (2%) Treasury share reserve 18.9 18.1 0.8 5% Retained (earnings) / loss (22.4) (14.7) (7.7) n.a. Total Equity (56.8) (50.8) (6.0) 12% Total Capital Invested (13.1) (30.6) 17.6 (57%) 2025 BALANCE SHEET HIGHLIGHTS FY 25/24 BALANCE SHEET The main variances of the Balance Sheet as of 31 December 2025 compared to the end of 2024 are: Fixed assets decrease of EUR 4.8 million (-2%) is mainly linked to the amortisation and depreciation of the period of intangible and tangible assets. Additionally, the amount includes the write-off of intangible assets in connection with the internal reorganisation project. Trade Receivables increased due to higher adoption of deferred payment solutions, which lengthened the cash collection cycle. Trade Payables rose in line with higher booking volumes, particularly within the Packages segment. Financial assets decreased by EUR 1.3 million (-6%), mainly linked to the lower amount of cash restricted for regulatory purposes. Lease liabilities decreased by EUR 1.6 million (-28%), due to the repayments of the period, partially net by the net effect of additions, disposals and remeasurements. Financial liabilities: compared to year-end, positively impacted (EUR 19.8 million, -31%) by the reimbursements in uncommitted credit lines and Covid-19 loans, partially offset by the increase in bank overdrafts. Equity movements are related to dividends paid to external shareholders for EUR 4.5 million and acquisitions of own shares through a Share Buy Back program for EUR 0.8 million. Equity is positively impacted by the net result of the year being EUR 11.5 million. 28 29 2025 CASH FLOW in EUR M 2025 2024 *** Variance Variance % Cash and cash equivalents at 1 January 65.6 100.0 (34.4) (34%) EBITDA 46.4 43.3 3.1 7% Change in Net Working Capital * 15.1 (8.8) 23.9 (273%) Change in Other Assets & Liabilities (4.9) (2.6) (2.3) 86% Income Tax & Interests (paid)/collected (3.5) (7.8) 4.3 (55%) Net cash (used in) / from operating activities ** 53.1 24.1 29.0 121% (Acquisition) / proceeds from financial assets 1.3 (12.2) 13.6 (111%) Capex (22.9) (25.0) 2.1 (8%) Proceeds from sale of tangible and intangible assets 2.1 - 2.1 100% Net cash (used in) / from investing activities (19.5) (37.3) 17.8 (48%) Financing (19.1) (8.6) (10.5) 122% Repayment of lease liabilities (5.5) (4.8) (0.7) 16% Equity movements (5.3) (7.8) 2.5 (32%) Net cash (used in) / from financing activities (29.9) (21.2) (8.8) 42% Net increase / (decrease) in cash and cash equivalents 3.7 (34.4) 38.0 (111%) Cash and cash equivalents at 31 December 69.3 65.6 3.7 6% * The amount differs from the one presented in Consolidated F/S Disclosure since it only includes purely business receivables and payables, including contract assets and liabilities. Change in Employee benefits liabilities, provisions and other are presented under the label "Change in Other Assets & Liabilities". ** "Net cash (used in) / from operating activities" includes the "Effects of currency translation on cash and cash equivalents" that are represented separately in the consolidated cash flow statement prepared under IFRSs. *** Comparative figures have been restated to reflect consistency with 2025 classification of the movements. In particular the "Change in Net Working Capital" includes only receivables and payables purely business-related, while the residual amount is now presented under "Change in Other Assets & Liabilities. Additionally, interests paid on notional pooling have been reclassified within cash flows from operating activities., resulting in a restatement of the "Financing" caption. HIGHLIGHTS FY 25/24 CASH FLOW Change in Net Working Capital: the positive impact in 2025 was primarily due to higher year-end payables to core suppliers, which is inherent in the OTA industry, partially offset by higher receivables reflecting an increased use of deferred payment solutions for Packages. Investing activities: the positive effect from financial assets for EUR 1.3 million is mainly due to the reduction of the cash restricted for regulatory purposes. The amount also includes the capitalisation of personnel cost, which has decreased compared to last year amounting to EUR 22.9 million, gross of consideration received for cruise-related assets. Financing: the negative effect is driven by the reduction of uncommitted credit lines and the payment of loans, partially net by the increase in bank overdrafts compared to 2024. Equity movements: include the cash-out for dividends for EUR 4.5 million in 2025 and SBB for EUR 0.8 million. 30 31 ‌Market Outlook Travel market in 2026: from recovery to sustained growth The global travel economy has exited its post-pandemic recovery phase and entered a cycle of distinct, structural growth. According to Skift Research's Global Travel Outlook 2026, the industry is forecast to expand by 5% globally this year. This trajectory is underpinned by a "GDP-plus" consumer mindset; despite economic headwinds, travelers plan to increase their travel budgets by an average of 9% in 2026, prioritising travel as their top discretionary spend. ( SKIFT ) The European travel market has consolidated itself as a foundational pillar of the European economy. While 2025 was a year of record-breaking volume - with EU tourism nights reaching an estimated 3.08 billion (+2% year-on-year) - 2026 is projected to be defined by "smart resilience," where consumer demand remains robust but increasingly sophisticated in its search for value, flexibility and personalisation ( Mastercard ). Aviation & Transport European aviation is forecast to continue its trajectory of steady expansion, with flight volumes projected to grow by over 3% in 2026, solidifying a return to long-term trend growth. ( EUROCONTROL ). EUROCONTROL 7-Year Forecast Update for Europe 2026-2031 A pivotal shift for 2026 is the "distribution détente" between airlines and intermediaries. The "Approved OTA" model - spearheaded by major low-cost carriers like Ryanair (projecting 207 million passengers in FY26) - has legitimised third-party booking channels. This structural change allows our platform to move beyond simple ticketing to becoming a true Trip provider, seamlessly integrating flights with accommodation and ancillary services ( Skift ). Booking trends: smart spending & consumer behaviour Consumers increasingly prioritised experiences, flexibility, and value over purely price-driven decisions, reflecting a maturing market where travel is considered a lifestyle priority rather than a discretionary luxury ( Skift ). At the same time, personalised travel solutions and dynamic packaging continued to gain traction, with travellers increasingly expecting curated, high-value, and seamless experiences that combine flights, accommodation, and additional services in a single offering ( ETC , Skift ). Technological innovation, including AI-enabled search and booking tools, has further enhanced personalisation and convenience, aligning with evolving consumer expectations ( Skift ; PhocusWire ). Sustainability, off-season & experience-led choices Europe are rethinking when and how to travel. Travel providers and destinations are increasingly focusing on sustainable tourism practices. For 2026, shifts such as off-peak travel, eco-certified accommodations and purpose-driven trips will gain further traction and provide differentiation ( Forbes ). Source: elaboration based on Eurocontrol data Pre-Covid FCST Low Base High Technology and booking evolution 14.0 12.0 Flight in Europe in million 10.0 8.0 6.0 4.0 2.0 0.0 10.6 11.1 11.0 5.0 6.2 9.3 10.2 10.7 11.1 11.4 Digitalisation remains the industry's growth engine, with online bookings expected to make up nearly two-thirds of global reservations by 2026. In Europe, high digital penetration, emerging technologies and predictive pricing are beginning to influence how travellers plan and book, particularly younger consumers who value personalisation and mobile convenience ( Phocuswright ). Looking ahead: the future of travel With the industry forecasting steady growth and consumers exhibiting an unwavering commitment to travel, 2026 is positioned to be a year of high-value expansion. By leveraging data-driven personalisation 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 and embracing the shift toward year-round tourism, the sector is well equipped to turn resilient demand into +9.8% +5.2% +4.1% +3.2% +2.1% +2.1% +1.5% +1.6% +1.4% Actual Growth Forecast (Base) Growth 2027-2031 CAGR +1.8% (+1.7pp) sustainable success. 32 33 GROUP OUTLOOK Building on the structural transformation initiated in 2025, the Group is now positioned to accelerate its evolution from a transactional platform to a high-value Travel Curator. Our forward-looking strategy is focused on capturing the "ownership" of the holiday journey, leveraging our 100% digital, asset-light model to drive superior operational leverage and customer lifetime value. Strategic roadmap: 2026 and beyond Reaffirming the strategy set at the beginning of 2025, the Group outlined a three-year outlook built around the same two enablers and four strategic pillars that guided its decisions in 2025 and will continue to guide how it operates and scales the business over the next three years. The two enablers that underpin its four strategic drivers are Embracing AI and Scalability. These enablers are designed to drive structural efficiency while creating a more defensible and personalised holiday product. Rather than viewing AI as a threat to the Online Travel Agency (OTA) model, the Group treats it as a transformative opportunity to move beyond distribution and into Product Ownership: The launch of the first Model Context Protocol (MCP) Server for Flights in Q4 2025 serves as the technical backbone for the era of "agentic" travel. This allows Large Language Models (LLMs) to securely and directly plug into the Group's real-time inventory, ensuring lastminute.com is the surfaced brand when AI agents move users from inspiration to action. Hyper-Personalisation: AI is being embedded at the user level to move beyond generic filters toward true "consultancy," helping travellers find tailored deals based on real-time intent rather than just historical data. Operational efficiency: the Group is using Gen AI to enhance customer service, with tools like the new AI-powered assistant in the UK already streamlining post-sales support. This automation is a key driver for scaling without linear cost increases. Scalability for the Group is a mindset built on architectural resilience and computational efficiency, allowing the business to capture growth with superior operational leverage. The Group's 100% digital model, free from the inherent constraints of inventory risk, provides the financial flexibility to scale rapidly into Expansion Markets. In 2025, these markets already delivered growth rate, proving the model's international portability. Through a modular "buy-over-build" approach and the consolidation of legacy systems into a unified platform, the Group is reducing technical complexity and accelerating its time-to-market. The 2025 performance - which saw Adjusted EBITDA (+33%) significantly outpace Revenue growth (+15%) - confirms that the Group's operations are successfully scaling while maintaining strict fixed-cost discipline. The four strategic drivers: Strengthening market presence: The 2026-2028 focus will be on further deepening the Group's presence and expanding its reach. This includes strengthening EU presence by developing Expansion Markets, and a targeted expansion in new, high-potential markets. Finding new and differentiated ways to attract customers is another key aspect of this driver, and involves a strategic evolution from performance marketing to brand-led growth (enhancing unit economics across both new and existing markets), while also building awareness and preference through a broader marketing mix (including paid social, B2B2C initiatives, and Generative Engine Optimisation). Dynamic Packages Evolution: This driver represents a cornerstone of the strategy, with key actions over the next three years focused on progressively enhancing lastminute.com's core product, packages, towards an increasingly curated selection and targeted inspiration. As part of this evolution, the Group aims to develop expertly crafted packages featuring the most relevant and high-quality inventory, while providing a simplified booking experience through personalised bundles designed around customers' leisure time (including flights, hotels, and carefully selected extras). Ultimately, the goal is to create a signature collection of branded packages, offering audience-driven bespoke offers, as a key step in the Group's shift towards a product-led model and full ownership of its core product. Travel Companion: The Group outlines a progressive trajectory aimed at being increasingly present for customers at every step of the traveler's journey, moving from one-off transactions to long-term relationships. A key step in this direction was the launch of the loyalty program PRO in the UK in 2025, which the Group plans to continue expanding. Other strategic actions in this direction include enhancing customer service teams via AI support, allowing human expertise to focus where it is most effective, and progressively positioning the App as the customers' first point of call for inspiration, booking, support, and rewards. Brand Portfolio focus: The overarching goal of this driver is to build a clearly defined brand architecture and memorable, trusted brands. As part of this, the Group will increasingly focus on distinct brand strategies and target audiences to ensure optimal market-product fit, with lastminute.com remaining the flagship brand. Other key actions include efficient brand-building investment to increase top-of-mind recall and a progressively diversified channel mix to reach new audiences, boost retention and loyalty, and reduce marketing acquisition costs. 34 35 Conclusion and Outlook In the fourth quarter, traditionally softer for the travel industry, lastminute.com delivered its strongest growth compared to the same period of last year. Effective execution throughout the year, alongside a sustained leisure travel demand, enabled the Group to close 2025 with solid results. The Group exceeded its full-year guidance - which had been raised in the third quarter - delivering Revenues and Adjusted EBITDA growth alongside strong cash generation. On 12 February 2026 lastminute.com Group announced its full-year 2026 financial outlook, projecting continued momentum, with Revenues and Adjusted EBITDA growth of approximately 10%. The Group expects year-over-year comparisons for Q1 and Q2 2026 to reflect the shifting timing of Easter, again impacting seasonal booking patterns. This, alongside a continued trend toward later booking behaviour, makes half-year results the most meaningful basis for financial assessment. Moving forward, the Group's development and profitability remain fundamentally dependent on the continued scaling of our high-margin Dynamic Holiday Packages and the resilience of consumer leisure demand within our core European markets. To support this, our investments will remain focused on our multi-year technology roadmap, specifically the integration of AI-driven infrastructure and the systematic renewal of our platform, to enhance customer personalization and operational scalability. Regarding financing, the Group maintains a disciplined capital allocation strategy, supported by strong cash generation and a robust net financial position, ensuring sufficient liquidity to fund organic growth and strategic initiatives. Our staffing strategy continues to align with these technological ambitions, focusing on the internal creation of specialized functions in automation and data science to drive excellence. While we remain vigilant of the global macroeconomic environment, we do not anticipate that current geopolitical tensions will materially impact our core European operations, providing a stable foundation for our 2026 growth targets. Based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis (please refer to Note 2 Material Accounting Policies of the consolidated and financial statements respectively as at 31 December 2025). 36 37 Risk Management & Internal Control System ‌RISK MANAGEMENT SYSTEM Our risk management approach is a fundamental business driver and integral to achieving the Group's long-term business plan. lastminute.com Group adopts an integrated approach to Risk Management (ERM) and the Internal Control System (ICS), committing to their continuous promotion and maintenance. The Board of Directors is responsible for overseeing our ability to control and manage risks crucial for business objectives and ensuring Group continuity. To assess risks affecting activities and system effectiveness, lastminute.com Group has adopted an Internal Control and Risk Management System based on the model provided by the COSO Framework and aligned with the principles of the Dutch Corporate Governance Code. The system consists of a set of rules, procedures and organisational structures aimed at proactively contributing to key objectives: efficiency and effectiveness of Group management, reliability and integrity of reporting data (financial and sustainability) as well as compliance with laws and regulations. By contributing to informed decision-making, the system plays a central role in the organisation, supporting management alignment with Board-defined corporate objectives. The ERM and ICS Methodological Model The systems are structured into six interconnected components that guide the Group's risk management: Risk Governance: formal structure directing, managing and reporting risk management activities. Risk Culture: promotion of values and attitudes consistent with the Group's risk culture. Risk Strategy & Appetite: alignment of risk management with strategic objectives, balanced by risk tolerance limits. Risk Assessment & Measurement: regular activities to identify, assess and quantify potential risks. Risk Management & Monitoring: active management response to mitigate or accept risk, through systematic monitoring of Key Risk Indicators (KRIs). Risk Reporting: disclosure of risk and mitigation information for transparent communication to stakeholders. Organisation of the internal control and risk management system The system involves a plurality of organisational units and actors, operating under the "Three lines of controls model". This model is implemented by the top management and ensures a clear allocation of responsibility: The first line of control: risk owners are responsible for identifying, measuring and mitigating risks within their business units. They must have the knowledge, skills, information, and authority to put relevant policies and procedures into operation. They must escalate risks and identify deficiencies promptly, perform a yearly risk assessment, implement necessary mitigation measures and controls, as well as assess existing ones on design and effectiveness. If there are changes in the control environment, they must report the latter to the second line of control and maintain documentation for audits. More specifically, risk owners have the responsibility to ensure the correct identification, evaluation and management of risks related to the activities carried out by the Group and their products. They must identify Mitigating Measures and Controls, support their development and oversee their execution, in compliance with the organisational structure and the guidelines given by the Risk, Information Security & Controls department. Treatment Owners, on the other hand, have specific competencies in the implementation of Mitigating Measures and Controls. The second line of control: it is managed by the Risk, Information Security & Controls Department, which ensures the Group's tone from the top is implemented, takes on a risk-controlling role, and maintains robust internal controls through policies, frameworks, and tools. In a "Risk-based" approach, it conducts assessments to monitor the effectiveness of first-line risk management and compliance activities and responds to evolving risks. The second line assigns accountabilities for managing risks, assesses the design and effectiveness of internal controls at the end of each fiscal year, and provides continuous monitoring of established controls and mitigation measures. The third line of control: represented by the Internal Audit Department, is responsible for providing independent and impartial assurance that the first and second-line functions are operating effectively. The Internal Audit reports its findings to the Audit Committee and the Board of Directors, offering insights to support decision-making and improvements. The Board of Directors is supported by the Audit Committee, which provides advice and acts under delegated authority from the Board in relation to the Group's internal control and risk management systems. To further enhance coordination and streamline reporting, the Risk, Information Security & Controls Team and the Internal Audit Team are aligned under the same manager, who reports directly to the CEO. This structure fosters greater synergy between assurance functions, promotes a more integrated view of risks and controls and ensures consistent communication and reporting at the highest level of the organisation. Implementation of the Internal Control Systems To ensure a robust and effective internal control environment, the Group has developed and implemented a structured framework of control matrixes closely integrated with the Risk Assessment process. For most critical business processes, relevant risks identified have been associated with key controls that address those risks. Each control matrix provides a comprehensive mapping of these controls, detailing their nature (e.g. preventive or detective), frequency of execution and the designated control owner responsible for their performance (First Line). In addition, the Group has identified the relevant Second and Third Line functions accountable for periodical monitoring and oversight activities, ensuring proper segregation of duties and periodical supervision. 38 39

View stock analysis, news, and events for Lastminute.com N.v.