Financial Report 2025 (EN)

LIBERO football finance AG, headquartered in Frankfurt am Main (hereinafter referred to as "LIBERO"), operated under the name RAVENO Capital AG until July 10, 2023.

At its meeting on January 29, 2024, the Supervisory Board appointed Dr. Achim Illner, a business executive from Essen, as the company's new sole member of the Executive Board with immediate effect. Effective July 1, 2025, Dr. Dirk Rogowski, a businessman from Bargteheide, was appointed by the Supervisory Board to the Executive Board and as the new Chairman of the Executive Board of the company. Dr. Illner stepped down from the Executive Board as scheduled on July 31, 2025.

Business Model and Strategic Direction

With the change in shareholders and changes in the company's governing bodies at the end of the first half of 2023, the strategic and organizational realignment of LIBERO AG began. As a comprehensive partner, the company offers professional services and business consulting for European professional football clubs. Specifically, this involved the development and operation of the LIBERO Exchange, a business-to-business (B2B) platform for football financing and other services (e.g., sponsorship, marketing, and PR) for football clubs. The platform was launched at the end of the third quarter of 2025. On this platform, European football clubs-primarily from the first through third divisions-can register and connect with financing and other partners seeking to benefit from the growth and above-average revenue opportunities in European professional football. The platform represents a significant innovation in the financing and services landscape for professional football clubs by enabling, for the first time, a coordinated, strategic, and cost-effective approach to

addressing the financial and other challenges faced by football clubs. In a previously unstructured market often characterized by high costs and ad-hoc solutions, the LIBERO Exchange offers a range of features and tools to facilitate clubs' financing, sponsorship, and other requests quickly and cost-effectively. Through a holistic approach to addressing the financial needs of clubs, the LIBERO Exchange can create real added value by, for example, providing matching support for potential deals, ratings, and professional advisory services. The focus is not limited to player transfer financing but also encompasses other key areas such as the financing of media rights, sponsorship, and infrastructure.

LIBERO AG itself delivers valuable added value in matching through the application of its expertise and extensive networks in the European football market.

The year 2025 was marked globally by economic developments characterized overall by moderate growth, declining inflation, and persistent structural uncertainties. Following the significant economic upheavals of previous years resulting from the COVID-19 pandemic, geopolitical conflicts, and sharply rising prices, a phase of stabilization continued in many regions without leading to a dynamic recovery.¹

On a global scale, the world economy grew at a rate of around 3% in 2025, although international organizations report slightly different figures depending on the calculation method.² Key drivers of growth came from the services sector, private consumption, and investments in digital technologies and energy infrastructure. At the same time, international trade remained subdued, as geopolitical tensions, protectionist measures, and uncertainties in the financial markets dampened economic momentum.³ Inflation declined noticeably worldwide over the course of the year, averaging just over 4% in 2025, marking a significant easing in global price trends compared to previous years.¹

Europe also saw a moderate economic recovery in 2025. Real gross domestic product grew by about 1.5% in the euro area and by around 1.6% in the European Union as a whole.⁴ This trend was driven primarily by rising real incomes, a stable employment situation, and comparatively robust domestic demand. At the same time, industrial production remained subdued in several member states, particularly

in heavily export-oriented sectors. Inflation in the euro area continued to decline, standing at about 1.9% at the end of 2025, bringing it back close to the monetary policy target.⁵ Against this backdrop, the European Central Bank pursued a cautious monetary policy so as not to jeopardize the economic recovery.⁶

For Germany, the year 2025 was economically characterized by a phase of stagnation with a slight tendency toward recovery. After two years of declining economic output, the German economy recorded slight growth again for the first time. Real gross domestic product rose by about 0.2% to 0.3% year-over-year.⁷ This modest growth underscores the ongoing structural challenges facing the German economy, including weak industrial production, high energy prices, and subdued investment activity. Positive momentum came primarily from the services sector as well as from a slight uptick in exports over the course of the year.⁸ The inflation rate also declined significantly in Germany, averaging around 2.2% in 2025, indicating a broad normalization of price trends.⁷

Overall, it can be said that the year 2025 was characterized by cautious economic stabilization worldwide, in Europe, and in Germany. Although a renewed economic downturn was avoided, growth remained moderate overall and vulnerable to external risks. The economic development of 2025 can therefore be classified as a transitional phase between crisis management and long-term structural adjustment.⁹

¹ International Monetary Fund (IMF): World Economic Outlook - Update, January 2026.

² International Monetary Fund (IMF): World Economic Outlook, global growth forecasts for 2025.

³ World Bank: Global Economic Prospects, January 2026.

⁴ Eurostat: GDP growth rates - Annual data 2025, published January 2026.

⁵ Eurostat: Annual inflation down to 1.9% in the euro area, December 2025.

⁶ European Central Bank: Economic Bulletin, 2025/2026 issues.

⁷ Federal Statistical Office (Destatis): Gross Domestic Product and Inflation Rate 2025, press releases January 2026.

⁸ Deutsche Bundesbank: Monthly Report January 2026 - On the Economic Situation in Germany.

⁹ OECD: OECD Economic Outlook, Volume 2025/2 - Germany.

Business Development of the Professional Football Market in 2025

Professional football remained one of the most economically significant segments of the global sports and entertainment industry in 2025. Following a full recovery from the pandemic-related revenue slumps of the early 2020s, the market reached a new level of growth, driven in particular by rising media revenues, global marketing, and the increasing commercialization of international competitions.¹ At the same time, structural challenges intensified, particularly the ongoing cost inflation in player salaries and transfers.

Global Professional Football Market

Globally, revenues from professional club football will once again significantly exceed the €60 billion mark in 2025 and continue to rise in 2026.² The largest share of revenue came from media rights, which accounted for around 45-50% of total revenue worldwide.³ Revenue from international broadcast contracts and streaming partnerships grew particularly strongly, as football was increasingly marketed as a globally scalable media product.

International competitions organized by FIFA and UEFA achieved record-breaking revenues in 2025. The Club World Cup, international national team tournaments, and continental club competitions increased their commercial revenues primarily through sponsorship packages and global media contracts.⁴ At the same time, the economic importance of non-European markets grew, particularly in North America, the Middle East, and Asia, where investors, sovereign wealth funds, and media companies increasingly channeled capital into professional football.⁵

Europe as the economic hub of professional football

Europe remained by far the most important economic hub for professional football in 2025. European clubs continued to account for around 70% of global club revenue.⁶ The five major leagues (England, Spain, Germany, Italy, and France) collectively generated revenue of around €20 billion in 2025, which continued to rise in 2026.⁷ Within Europe, the economic dominance of the English Premier League continued to grow, with the league alone generating well over

€7 billion in annual revenue.⁸

UEFA competitions, particularly the Champions League, emerged as key revenue drivers. The reform of competition formats led to additional matches and thus to higher revenues from media rights and sponsorship.⁹ At the same time, economic inequality between internationally established top clubs and nationally oriented clubs intensified. While top clubs saw double-digit growth in revenue, the financial situation of many smaller clubs remained strained.¹⁰ In addition, player salaries in Europe continued to rise, accounting on average for around 65-70% of club revenue, which limited the profitability of many clubs.¹¹

Contrary to the assessment of many market observers, Spain's LaLiga signed a new record-breaking TV deal in November 2025 for the national TV rights for the 2027/28 to 2031/32 cycle. , negotiated with DAZN and Telefónica, has a total value of €6.14 billion, representing a 9% increase over the cycle running through 2026/27 and generating annual TV revenue of €1.23 billion for Spanish clubs. Since the English Premier League and the German DFL have already signed new

record-breaking contracts in 2024 that will take effect starting with the 2025/26 season, the national TV revenues of Europe's three largest leagues will remain at record levels for the next three years through 2028/29 (in Spain through 2031/23).

The purchase of a majority stake (55%) in Atlético Madrid by private equity investor Apollo in November 2025 represents the most valuable football investment in the calendar year 2025. With an investment of around EUR 1 billion, the acquisition also ranks among the three most valuable in European football (1. Chelsea/Clearlake, 2. AC Milan/RedBird). Apollo's investment and 76 other equity investments in European football in 2025 (through Nov. 2025) demonstrate continued strong institutional interest in football as a high-growth and resilient asset class. In 2025 as well, U.S. investors accounted for the largest share of new club investments, at just over 50%. Increased acquisition activity in North and South America as well as in women's football is also a sign that capital in football is becoming increasingly diversified.

Business Development in Germany

German professional football showed stable but comparatively moderate economic development in 2025. The Bundesliga remained one of Europe's highest-revenue leagues, with total revenues of approximately EUR 4.5 to 4.8 billion per season.¹² The revenue structure of the Bundesliga was characterized by a high proportion of domestic media rights, strong sponsorship revenues, and continued very high gate receipts.

In contrast to other top leagues, revenue growth in Germany was more modest. While international media revenues increased only moderately, the German market remained more domestically oriented.¹³ The 50+1 rule continued to contribute to the financial stability of many clubs, but at the same time limited the inflow of external equity and thus the potential for international growth.¹⁴ Compared to the rest of Europe, German clubs had a relatively solid cost structure, although here too the wage ratio frequently exceeded 60%.¹¹

Summary Key Figures (Selection)

Region Revenue 2025 Revenue

2026

Key drivers

Worldwide approx. €60-62

billion

continuing to rise

Media rights, sponsorship

Europe (Top 5 leagues)

approx. €20 billion

approx. €21 billion

UEFA competitions,

TV

Germany (Bundesliga)

approx. €4.5 billion

approx. €4.8 billion

National media

rights

Overall assessment

Overall, it can be concluded that the professional football market continued to expand economically in 2025 and solidified its role as a globalized entertainment industry. While record revenues and growing media revenues underscored the market's attractiveness, structural risks such as cost inflation, competitive imbalances, and regulatory interventions simultaneously gained significance.⁵

German professional football positioned itself as an economically stable but less rapidly growing submarket within Europe.15

¹ Deloitte: Annual Review of Football Finance 2025.

² Deloitte: Football Money League 2026.

³ Deloitte: Sports Industry Outlook 2026.

⁴ FIFA: Global Football Report 2025/2026.

⁵ PwC: Sports Outlook 2026.

⁶ UEFA: European Club Football Landscape 2025.

⁷ Deloitte: Annual Review of Football Finance 2026.

⁸ Deloitte: Football Money League 2025.

⁹ UEFA: Financial Report 2025.

¹⁰ UEFA: Club Licensing Benchmarking Report 2026.

¹¹ UEFA: European Club Football Landscape - Financial Indicators.

¹² German Football League (DFL): Bundesliga Report 2025/26.

¹³ DFL: Economic Development of German Professional Football.

¹⁴ DFB: Structure and Regulation in German Professional Football.

¹⁵ OECD: Sports, Media, and Economic Concentration, 2026.

Transfer Market in 2025 - Ten-Billion-Mark Breached and Strong German Exports

Football is big business-and the Bundesliga is at the forefront. This becomes clear once again when looking at the figures published by FIFA on international transfers.

The world governing body released its global transfer report, which compiles all international transfers-that is, transfers across national borders-and once again, records were broken. According to the report, 86,158 international transfers were made last year, more than ever before.

About 25,000 of these transfers were in the professional sector, while the majority-over 60,000-took place in the amateur sector on the platform. The fact that the football business is global is illustrated by the simple statistic that last year, 209 of the 211 FIFA member

associations were involved in at least one amateur transfer. Germany leads the pack with 7,041 incoming amateur transfers.

Last year, 1,214 clubs spent money on incoming transfers, while 1,495 received money for at least one outgoing transfer-both figures represent new records. In men's football, total spending on international transfers rose to the equivalent of 10.94 billion euros; FIFA published all figures in U.S. dollars. The lion's share of €9.37 billion went to European clubs, which thus remain by far the main drivers of the football business.

For the first time in history, the 10-billion mark was surpassed; the previous record of 8.08 billion had been set in 2023-that is an increase of 35.6 percent. Compared to the previous year (7.18 billion euros), global football even recorded growth of over 50 percent.

Unsurprisingly, the financially powerful English, with their Premier League, are the ones who paid the most. The English paid a total of

3.19 billion euros for incoming transfers, such as those of Florian Wirtz and Nick Woltemade, but on the revenue side, they also recorded the considerable sum of 1.48 billion euros. The Premier League is thus both the largest payer and the largest recipient.

In absolute terms, clubs from Brazil lead the way in both incoming (1,190) and outgoing transfers (1,005). When it comes to money, however, the picture is different, as Brazil does not rank among the leaders with approximately €362.1 million in expenditures and €576 million in revenue. Germany is a completely different story, remarkably leading the rest of the field behind England with expenditures of €1.07 billion.

Among the top five leagues, only Serie A broke the billion-euro mark; France, with €769.9 million, and Spain, with €619.6 million, even trailed behind Saudi Arabia, which still spent €758 million on international transfers.

On the revenue side, however, the Saudis play only a minor role with

€136 million, in stark contrast to France, which generated €1.43 billion and thus trails England (€1.48 billion) by only a narrow margin and yet well ahead of Germany, which, with €1.25 billion in revenue, is also in a strong position and, like France, has an "export surplus." Italy, with

€920 million, and Spain, with €776.8 million, trail behind.

Looking at the figures for Germany, it is striking that 63-and thus the majority-of international transfers originated from Austria. They are followed by England (57), France (48), the Netherlands (39), and Switzerland (31). The most money flowed from Germany to England (€328.6 million), France (€234.1 million), and Spain (€83 million).

In terms of outbound transfers, Germany's southern neighbor Austria once again tops the list with 52 transfers, closely followed by England

(51) , and the Netherlands (50). Next are Turkey (45) and Switzerland

(34). Unsurprisingly, the most money came from England, with EUR 870 million flowing into Germany. The next places are taken by Saudi Arabia (€92.8 million), Italy (€55.52 million), the Netherlands (€43.6 million), and France (€40.5 million).

Positive Development in Women's Football

Transfer records were also set in women's football, albeit on a much smaller scale. Total spending on transfer fees in the professional

sector amounted to €23.9 million, representing an 80 percent increase compared to the previous year-a total of 756 clubs were involved in international transfers, an increase of 8.3 percent. Even though the figures are still far from those in men's football, a positive trend is nevertheless evident in women's football as well. Last year, 2,440 international transfers of professional female players were recorded. That is 6.3 percent more than in 2024. (The information on the transfer market is primarily derived from an analysis by Kicker sports magazine)

LIBERO AG commenced operational business activities at the end of the third quarter of 2025, following the granting of a license as a loan broker under Section 34c of the German Trade Regulation Act. Initial modest revenue was generated in the fourth quarter of 2025. Operational activities in 2025 focused in particular on acquiring new financing partners and offers for football companies. Several notable successes were achieved in this regard. Against this backdrop, the Executive Board, together with individuals from professional football with close ties to the company, decided that a concentrated marketing launch at the SPOBIS Congress in Hamburg on February 4 and 5, 2026, represents the best option for a successful, broad market entry.

In addition to operational activities and the security-related modernization of the LIBERO Exchange platform, fulfilling the obligations arising from commercial, stock, and securities laws also represented a significant task for the company.

Furthermore, the Barcelona/Bridgeburg transaction continued to consume significant resources. For the exact background and details, we refer not only to the following explanations but also to the 2024 Annual Report and the 2025 Half-Year Financial Report.

Under an agreement dated August 11, 2023, LIBERO football finance AG originally intended to acquire a 9.8% stake in Bridgeburg Invest S.L., Barcelona, Spain, for a purchase price of EUR 40 million. The financing was secured by a so-called backstop agreement with an external high-net-worth individual. However, due to the guarantor's failure to fulfill its obligations, the transaction did not take place. Consequently, in January 2024, Barca Produccions S.L. filed a lawsuit against LIBERO seeking payment of the purchase price. LIBERO, in turn, initiated legal

proceedings against both the guarantor and Barca for breach of contract.

A first decisive step toward risk reduction was taken in August 2024, when Aramak Servicios de Cáterin S.L.U., a third party, acquired the 6.14% stake originally intended for LIBERO for EUR 25 million. LIBERO's corresponding obligations arising from this portion were mutually waived by agreements dated August 6, 2024. A standstill was agreed upon for the remaining EUR 15 million to facilitate a resolution with FC Barcelona by the end of 2024. Although a final agreement had not yet been reached by December 2024-partly due to internal prioritization at FC Barcelona in connection with La Liga's regulatory requirements-LIBERO's legal situation has since improved significantly.

Since there is currently no activity in the case, the court issued a preliminary dismissal order (on June 20, 2025) until the parties request the resumption of proceedings. If neither party requests this within two years, the case could be dismissed definitively due to the expiration of the proceedings.

In June 2025, the merger of Bridgeburg Invest S.L. with Barca Produccions S.L.U. (now: Barça Media) was completed in the Spanish Commercial Register. Under Spanish law, this merger results in an objective legal impossibility of the performance originally agreed upon in the " " (transfer of the specific shares in Bridgeburg Invest), as the target company no longer exists. A legal opinion dated June 2025 confirms that LIBERO faces only a minimal risk of being obligated to acquire shares in the new company, as there is neither a contractual

basis for this nor any culpable conduct on the part of LIBERO. Rather, the merger was carried out by the other party without LIBERO's consent-contrary to the contractually agreed obligations to cooperate.

Although Spanish law and case law generally do not release the debtor from its obligation if impossibility arises after the debtor has defaulted or breached the contract-which applies in the present case-case law provides for several possible solutions. One solution is to demand performance by equivalent means. As previously mentioned, this could involve the acquisition of shares or equity interests in the acquiring company, since the original company no longer exists. Alternatively, a claim for damages could be considered.

While this does not eliminate the risk for LIBERO, it does place the company in a position with stronger arguments for its defense should the proceedings be resumed.

LIBERO's primary goal remains to reach an amicable settlement of the proceedings with FC Barcelona. To this end, face-to-face discussions took place between LIBERO's Executive Board and representatives of FC Barcelona in the fourth quarter of 2025 and the first quarter of 2026. Concrete steps toward resolving the legal disputes were identified and implemented.

At the same time, the proceedings against the guarantor in breach of contract in Barcelona are continuing; however, according to a court decision from January 2026, a ruling in this case will not be issued until the proceedings with FC Barcelona have been concluded.

Accordingly, the suspension of the proceedings can be viewed as a reduction in the immediate litigation risk, as it effectively makes the proceedings' continuation and outcome dependent on the final decision in the BARÇA PRODUCCIONS case, which is expected to trigger the enforceability of the guarantee if and to the extent that a final judgment is rendered against LIBERO.

Overall, the Executive Board views the development of the situation in 2025 and at the beginning of 2026 as positive. The now documented impossibility of performance under the original purchase agreement improves LIBERO AG's position, and the potential solution to the entire complex of issues developed jointly with FC Barcelona offers the opportunity to bring this matter to a close.

In the 2025 fiscal year, LIBERO football finance AG recorded only modest revenue of EUR 9.3 thousand, as the company remains in the operational start-up phase. The expense structure was characterized by project-related costs associated with the final development and security upgrade of the LIBERO Exchange digital platform, as well as, in particular, legal and consulting expenses-such as those for drafting customer agreements, partner agreements, terms and conditions, and privacy policies-which are essential for the platform's business operations.

Earnings before interest and taxes (EBIT) for the past fiscal year amounted to -850 thousand euros, falling short of the forecast of -650 thousand euros. The net loss for the year totaled -886 thousand

euros, with the largest items being legal and consulting fees as well as organizational overhead costs. Fixed assets decreased slightly to EUR 307,000 due to depreciation. The advance payments on intangible assets reported in the previous year related to the LIBERO Exchange financing portal. Due to its completion during the fiscal year, the amount was reclassified to intangible assets.

As of December 31, 2025, the company reported positive equity of approximately 24 TEUR. In contrast to the previous year, there was no longer a deficit.

The company's financing in the reporting year came primarily from two sources: By the summer of 2025, several subordinated loans had been taken out to secure the company's liquidity. In September 2025, a cash capital increase was carried out under the " " program. A total of 360,000 new shares were issued at a price of EUR 1.25. This provided the company with a total of EUR 450,000 in liquid funds. In addition, the company secured a waiver of claims from the subordinated loan providers in the amount of EUR 800,000. This amount was subsequently transferred to the capital reserve.

Receivables and other assets consist primarily of VAT receivables from the tax office and a loan receivable due on March 31, 2026.

The Annual General Meeting held on November 4, 2025, confirmed the chosen course and approved key measures to strengthen the equity base. Pursuant to the resolution of the AGM on November 4, 2025, convertible bonds and stock options may now also be issued to strengthen the Company's equity base and retain employees.

Essentially, the Company's continued existence depends on its ability to successfully adopt and implement its new corporate purpose-the business of brokering football financing-on the Barcelona/Bridgeburg transaction not resulting in any significant financial burdens, and on the Company's liquidity situation being resolved in the long term. In this regard, the necessary capital resources consist of the ongoing costs for maintaining the publicly traded company and the investments and expenses required for the launch and operation of the portal.

In the 2025 fiscal year, EBIT (annual earnings before interest and taxes) was used for the company's operational management. The equity ratio (= equity/total capital * 100) was primarily used to manage the capital structure.

With the realignment of LIBERO AG, following the launch of the financing platform, the Executive Board focuses on the financial metrics outlined below when managing the operating business. The two most important financial performance indicators (KPIs) used to measure performance are gross margin and EBIT. The gross margin is the difference between revenue and the directly attributable costs of the services provided, divided by revenue.

From management's perspective, the gross margin is the most appropriate metric for evaluating the company's operating performance across all business segments. It represents a company's core operating result, independent of administrative

expenses, other operating income not derived from the core business, and non-operating factors such as interest, depreciation, and taxes.

Non-financial performance indicators continue to be excluded.

For the 2026 fiscal year, EBIT is expected to range from minus 250 TEUR to plus 50 TEUR. A gross margin in the range of 20% to 40% is targeted.

Risk Management System

Risk management and control are very important to LIBERO AG. Risk management is designed to identify risks as early as possible. Appropriate measures are taken to minimize operational losses and avert risks that could jeopardize the company's continued existence. LIBERO is currently still a small company; since the Executive Board is actively involved in day-to-day operations, there is no need for complex communication and reporting structures to alert the Executive Board to risks.

Our risk management system, in the broader sense, comprises an internal control system, a management information system, preventive measures, and a risk management system in the narrower sense. The internal control system serves to ensure the proper execution of business processes. It consists of organizational preventive measures (e.g., guidelines and work instructions) and internal controls. LIBERO's internal management information system identifies risks as early as possible so that proactive countermeasures can be taken. Regular analyses and forecasts of earnings and liquidity trends during the year are of particular importance for the early detection of risks.

Risk Management for Litigation Risks

Given their significance, the company has established a risk management system specifically for ongoing legal proceedings. This initially involves risk identification, followed by an assessment of the risks in terms of their likelihood of occurrence and financial consequences for the company. This also includes estimates regarding the timeline. To manage these risks in a , highly qualified legal advisors from major international law firms are engaged. The risk assessment is continuously reviewed and updated over time and in light of new findings, in collaboration with the legal advisors and using information from LIBERO AG's network partners in the football industry. Furthermore, the Supervisory Board is regularly informed by the Executive Board regarding the status of legal risks.

Risks related to financial instruments are described in the final subsection.

Risks Threatening the Company's Continued Existence

LIBERO AG is currently still in the phase of repositioning itself as a comprehensive partner for European professional football clubs. The Executive Board of LIBERO AG expects that in the 2026 fiscal year, with the launch of the LIBERO Exchange platform, clubs will be acquired as customers, contracts for financing and other projects will be brokered, and, as a result, positive results and cash flows from ongoing business operations will be achieved. However, since a sufficient number of contracts have not yet been concluded, this represents a significant uncertainty regarding the company's ability to continue as a going concern at the time of this report. Should the company be unable to generate sufficient revenue or secure sufficient liquid funds from its shareholders to cover ongoing costs, the company's continued existence is at risk. Finally, the Company's

ability to continue as a going concern depends on the Barcelona/Bridgeburg transaction described above not resulting in financial burdens that are so significant that they cannot be borne by the Company.

Financial Risk Management

The following subsection addresses the risks and opportunities associated with credit, interest rate, currency, and tax management:

LIBERO does not use hedging instruments and has only standard trade receivables and payables. Given the current scope of its business and business model, the Executive Board does not anticipate the use of more complex financial instruments in the near future. Consequently, the primary risk currently relevant is basic liquidity risk.

Liquidity risk refers to the risk that LIBERO will have difficulty meeting its short-term obligations due to a lack of funds. LIBERO's business activities in fiscal year 2025 were financed by a cash capital increase, inflows from net working capital, and loans for which a debt waiver was granted in September. Liquidity for the current fiscal year 2026 will be secured through sales revenue and new loans.

The Executive Board is convinced that sufficient funds will continue to be available to finance business operations in the future and is in close contact with LIBERO shareholders who are either potentially or actually willing to provide financing.

As part of its liquidity management, LIBERO determines its financing requirements based on short- and medium-term liquidity planning. Relevant planning factors taken into account include investments in the platform, the development of revenue, and the development of expenses related to the stock market listing and administration.

Opportunity Report

LIBERO operates in an exciting growth market: the market for football financing. This market offers significant opportunities; however, market access is restricted by a specialized focus on insiders within the football industry-a focus that is particularly pronounced compared to traditional markets. LIBERO has an outstanding network in European professional football and is therefore ideally positioned to capitalize on the undoubtedly objective and attractive market opportunities for the benefit of the company and its shareholders.

Overall statement on LIBERO's future development

In management's assessment, despite the uncertainties typically associated with a strategic, organizational, and personnel realignment and the development of new business models, as well as the aforementioned risks that threaten the Company's continued existence, the potential and opportunities for the Company's sustainable positive development outweigh these factors.

Composition of the subscribed capital

As of December 31, 2025, the Company's subscribed capital amounts to EUR 40,360,000.00. The share capital is divided into 40,360,000 no-par value bearer shares with a par value of EUR 1.00 per share. All shares carry the same rights and obligations. Each share entitles the holder to one vote at the Annual General Meeting and determines the shareholders' share of the company's profits.

Restrictions on voting rights or the transfer of shares

According to the Articles of Association, there are no restrictions on voting rights or the transfer of shares. We are also not aware of any such agreements between shareholders.

Shareholdings exceeding 10% of the voting rights See the notes to the financial statements.

Shares with special rights conferring control

There are no shares with special rights that confer control.

Nature of voting control when employees hold equity interests and do not exercise their control rights directly

To the extent that LIBERO issues shares to employees under an employee stock ownership plan, the shares are transferred directly to the employees. The beneficiary employees may exercise the control rights to which they are entitled from the employee shares, like other shareholders, directly in accordance with the statutory provisions and the provisions of the Articles of Association. There is currently no employee stock ownership plan.

Statutory and Articles of Association provisions regarding the appointment and removal of members of the Management Board and amendments to the Articles of Association

The appointment and removal of members of the Management Board are governed by the German Stock Corporation Act and the Articles of Association. Accordingly, members of the Management Board are appointed by the Supervisory Board for a term of office not exceeding five years. Reappointment or extension of the term of office, in each case for a maximum of five years, is permitted. The Supervisory Board decides on the appointment and removal of members of the Management Board. If the Management Board consists of only one member, the Company is represented by that member alone. Otherwise, if there are multiple members of the Management Board, the company is represented by two members of the Management Board acting jointly or by one member of the Management Board in conjunction with an authorized signatory. The Supervisory Board may grant members of the Management Board powers of representation that deviate from this. In particular, the Supervisory Board may grant individual members of the Management Board the authority to act as sole representatives. Furthermore, it may, generally or in individual cases, exempt individual members of the Executive Board from the prohibition on multiple representation pursuant to Section 181, second case, of the German Civil Code (BGB). Section 112 of the German Stock Corporation Act (AktG) remains unaffected. If a required member of the Executive Board is missing, such a member shall be appointed by a court in urgent cases upon the request of an interested party.

Amendment of the Articles of Association

Pursuant to Section 179 of the German Stock Corporation Act (AktG), amendments to the Articles of Association are made by resolutions of the Annual General Meeting.

Powers of the Management Board to Issue or Repurchase Shares-Annual General Meetings on April 2, 2025, and November 4, 2025

The resolutions of the Annual General Meeting of February 20, 2019, including those regarding authorized capital and conditional capital, all expired on February 19, 2024.

On April 2, 2025, the Annual General Meeting of LIBERO football finance AG for the 2023 fiscal year took place in Frankfurt am Main. Shareholders voted on a total of twelve agenda items, including, in particular, important decisions regarding the company's future capital structure.

The Annual General Meeting focused on two key capital measures, each of which was approved by over 82% of the votes cast:

• The implementation of a cash capital increase to strengthen the equity base (Item 7 of the agenda). The aim of this measure is to further secure the financing of the operational expansion and to improve the company's strategic positioning.

• The creation of new authorized capital 2025/I with the option to exclude subscription rights, as well as the corresponding amendment to the Articles of Association (Item 8 on the agenda). This granted the Management Board additional flexibility for future capital measures.

Both resolutions formed the basis for the capital increase carried out during the third quarter of 2025.

Other resolutions concerned, among other things, the discharge of the Management Board and Supervisory Board, the appointment of the auditor for the 2024 fiscal year, and personnel changes on the Supervisory Board. The candidates proposed by management, Mr. Klaus Brüggemann and Mr. Roland Bischof, were elected by a large majority.

Two further capital measures-the authorizations to issue convertible bonds (Section 9) and stock options (Section 10)-did not, however, receive sufficient approval, as a quorum of 75% of the total share capital would have been required for their adoption pursuant to Section 193 of the German Stock Corporation Act (AktG), which was not reached at the Annual General Meeting. These capital measures were subsequently approved at the Annual General Meeting for the fiscal year 2024 on November 4, 2025, with the necessary majority of votes.

The successful approval of the capital measures at the Annual General Meetings represents a significant step toward stabilizing and further developing the company. It also sends a clear signal of the shareholders' confidence in the strategy we have adopted

Significant agreements of the company that are subject to a change of control as a result of a takeover bid

As of December 31, 2025, there are no material agreements of LIBERO that are subject to a change of control resulting from a takeover bid.

Compensation agreements of the company entered into with members of the Executive Board or employees in the event of a takeover bid

LIBERO has no compensation agreements with the current Executive Board and employees in the event of a takeover bid (change of control).