Financial Report 2023 (en)

Financial report 2023

1 REPORT OF THE SUPERVISORY BOARD

Dear Shareholders,

In the following report, the Supervisory Board of Libero Football Finance AG ("Company") explains its activities in the 2023 financial year, focusing in particular on its cooperation with the Executive Board, the main topics discussed at the Supervisory Board meetings and the audit of the annual financial statements.

The 2023 financial year was characterized by the realignment of the company. At the Annual General Meeting on 23 June 2023, the shareholders resolved to change the company's name from RAVENO Capital AG to Libero Football Finance AG. At the same time, the company's business was realigned. Since then, the company has pursued its development into an international specialist in working capital financing for soccer companies, an innovator in the development of a marketplace for football financing and an investor in soccer companies.

Continuous dialog with the Executive Board

In the past financial year 2023, the members of the Supervisory Board duly performed their duties in accordance with the law, the Articles of Association and the rules of procedure. In particular, the Supervisory Board carefully monitored the work of the Executive Board and supported it in its management and strategic development as well as in important business events.

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Financial report 2023

The Executive Board and the Supervisory Board consulted jointly on business development, corporate policy and planning. The members of the Supervisory Board were involved in all decisions of fundamental importance to the company. The cooperation was characterized by a regular exchange of information.

At the Supervisory Board meetings, the Executive Board provided the Supervisory Board with comprehensive information on the company's situation and development. In doing so, it coordinated the company's strategic direction and key individual measures with the Supervisory Board. The members of the Supervisory Board had ample opportunity to critically examine the reports and proposed resolutions of the Executive Board and to satisfy themselves that the Executive Board was managing the company properly.

Outside of meetings, the members of the Supervisory Board were regularly and promptly informed in written and verbal reports about, among other things, the course of business, the balance sheet and earnings situation, corporate planning issues, opportunities and risks as well as significant individual topics.

Four meetings were held in 2023, on 28/06/2023, 14/08/2023, 28/11/2023 and 04/12/2023.

All members took part in these meetings. Where necessary, the Board also passed resolutions between regular meetings by means of circular resolutions.

Focus of the Supervisory Board meetings

At the meetings on 28/06/2023, 14/08/23, 28/11/2023 and 04/12/2023, the members of the Supervisory Board discussed topics relating to current business developments. At the meeting on 28 June 2023, Mr. Dominik Heer was also appointed as a new member of the Executive

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Financial report 2023

Board. At the meeting on 4 December 2023, the Supervisory Board members also discussed the appointment of Mazars GmbH & Co KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (new company name: Forvis Mazars GmbH & Co KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesell-schaft), which was resolved accordingly by the Annual General Meeting on 23 June 2023.

At each meeting, the Supervisory Board discussed the Executive Board's reports in detail and discussed company developments and strategic issues with it, as well as the overall economic environment.

The Supervisory Board has also determined that the risk management system complies with legal requirements. The Supervisory Board was informed on an ongoing basis about any risks to the continued existence of the company as a going concern and their management by the Executive Board as detailed in the management report. A review of interim financial reports was not carried out.

Due to its small size, the Supervisory Board has refrained from forming

Supervisory Board committees.

Annual audit 2023

The publication of the audited annual financial statements for 2023 was postponed several times due to the complex Barcelona/Bridgeburg transaction. The majority of the outstanding issues were resolved in 2024, but unexpected problems on the part of FC Barcelona at the end of 2024 delayed a final solution. Also due to the need to carry out a capital increase for the company, the Executive Board has decided to publish the annual financial statements without completing the audit.

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Financial report 2023

The annual financial statements and the management report as at 31 December 2023 were prepared by the company's Executive Board in accordance with the provisions of the German Commercial Code (HGB). The auditors of Forvis Mazars GmbH & Co. KG

Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (formerly: Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft) commenced the audit in accordance with German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany). However, due to the ongoing audit impediment caused by the pending Barcelona complex, the audit could not be concluded with the issuance of an audit opinion.

Nevertheless, the financial statement documents were made available to all members of the Supervisory Board in good time, so that intensive consideration and consultation could take place with regard to the documents. At the Supervisory Board's balance sheet meeting on 30 January 2025, the auditor reported comprehensively on the audit results and answered the Supervisory Board's questions. The Supervisory Board examined the annual financial statements and management report of LIBERO in detail. The annual financial statements of LIBERO as at 31 December 2023 prepared by the Executive Board were ultimately approved and thus also adopted. The Supervisory Board shared the Executive Board's assessment that the publication of the company's annual financial statements for the financial year ending 31 December 2023 is necessary to secure the capital increase and further business development, despite the lack of an audit opinion.

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The remuneration report is prepared by the Executive Board and

Supervisory Board for the 2023 financial year in accordance with

Section 162 (1) sentence 1 AktG and audited separately by the auditor.

Changes to the Executive Board and Supervisory Board

Wolfgang Richter and Dr. Ariel Sergio Davidoff stepped down from their positions at the end of the Annual General Meeting on 23 June 2023. The Annual General Meeting on 23 June 2023 elected Peter Francis Kenyon and Matthew Shai Hoffer as members of the Supervisory Board, which was completed by Prof. Dr. Carl Heinz Daube. Mr. Peter Francis Kenyon and Mr. Matthew Shai Hoffer resigned from office in December 2023. At the request of the company on 29 December 2023, Klaus Brüggemann and Roland Bischof were appointed as members of the company's Supervisory Board by resolution of the Frankfurt am Main Local Court on 18 January 2024. At the subsequent constituent meeting of the Supervisory Board, Mr. Klaus Brüggemann was elected Chairman of the Supervisory Board and Prof. Dr. Carl Heinz Daube was elected Deputy Chairman of the Supervisory Board.

The former sole member of the Executive Board, Mr. Dimitri Papadopoulos, resigned from office with effect from 28 June 2023. The company's Supervisory Board subsequently appointed Mr. Dominik Heer as the sole member of the Executive Board with immediate effect by resolution dated 28 June 2023. The appointment of the previous member, Mr Dominik Heer, ended on 31 December 2023. The company's Supervisory Board then appointed Dr Achim Illner as the company's sole Executive Board member with effect from 1 February 2024.

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Financial report 2023

Dependency report

The report on relationships with affiliated companies prepared by the Executive Board and audited by the auditor in accordance with Section 312 of the German Stock Corporation Act (AktG) was issued with an unqualified audit opinion by the auditor, according to which the factual information in the report is correct. The Supervisory Board also examined the report itself. Following the final result of the audit, it has no objections to the final declaration of the Executive Board and agrees with the result of the audit by the auditor.

Outlook

For the current financial year 2025, the company will continue to pursue its realigned corporate strategy as an international specialist in working capital financing for soccer companies, an innovator in the development of a marketplace for football financing and an investor in soccer companies in order to achieve a sustainable increase in enterprise value and thus be economically successful. The Supervisory Board believes that the company is well equipped for this and is confident about the future development of the company.

Frankfurt am Main, 30 January 2025

Klaus Brüggemann

Chairman of the Supervisory Board

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