Reworld Media SaEURONEXT: ALREW

2023 financial and non financial report

Nov 8, 2024 at 5:01 PM UTC · Issued by Reworld Media Sa

CONTENTS

1	ACTIVITY REPORT	6
1.1	Message from the founders	7
1.2	Activity report	8
1.2.1 Group business and strategy	8
1.2.2 Activities in research and development	13
1.2.3 Main risks and uncertainties to which the Company is exposed	13
1.2.4 Reworld Media SA results	15
1.2.5 Situation of subsidiaries and shareholdings	17

2		CORPORATE GOVERNANCE	22
2.1	Reworld Media's corporate purpose	23
2.2		Share capital	23
2.2.1		Share capital and number of shares	23
2.2.2		Exceeding declared statutory thresholds	23
2.2.3		Concerted action	24
2.2.4		Change in capital	24
2.2.5		Treasury stock and treasury shares	25
2.2.6		Other securities giving access to the capital	25
2.2.7		Delegations concerning capital increases	26
2.2.8		Employee share ownership social	27
2.3		Share price	27
2.4		Capital transactions	27
2.5		Forms of shares	27
2.6		Double voting rights	28
2.7		Crossing thresholds	28
2.8	Pledge of the issuer's shares	28
2.9		Dividend distribution	28
2.10	Group Management	28
2.11 Board of Directors of the Company	32
2.11.1	List of offices and positions held in the Company	32
2.11.2	List of offices and duties of directors of the Company outside the Company	34
2.11.3	Renewal of director offices	36
2.11.4	Appointment of directors	36
2.11.5	Remuneration of members of the Board of Directors	36
2.11.6	Attendance of Board members	36
2.11.7	Changes in the composition of the Board during the year	37
2.12	Directors' remuneration	37

2.13	Agreements concluded directly or indirectly between an executive or a shareholder
	owning more than 10% of the Company and a subsidiary of which the Company owns
	more than 50%	38
2.14	Corporate governance regime in force in France AFEP- MEDEF	39

3	DECLARATION OF NON-FINANCIAL PERFORMANCE	40
3.1	Introduction	41
3.1.1	Joint editorial	41
3.1.2	The Group's activities	41
3.1.3	The business model	43
3.1.4 The Group's values and strengths	44
3.1.5 The challenges facing the information and communication sectors	45
3.1.6	Main non-financial risks	46
3.2	Governance to support ambition	52
3.2.1 Managing CSR strategy effectively	52
3.2.2	Ensuring data security	52
3.2.3 Acting ethically in its activities	53
3.3	Defining the ambitions of the TOP CSR strategy	54
3.3.1 Rolling out the CSR strategy	54
3.3.2 Contributing to the Sustainable Development Goals (SDGs)	55
3.3.3 Ensuring dialogue with stakeholders	57
3.4	Transmit	60
3.4.1 As a media company, enlightening readers and consumers	60
3.4.2 As a company, passing on our expertise and values	63
3.5	Optimising	66
3.5.1 As a media company, acting in favour of eco-publishing	66
3.5.2 As a company, taking action on a daily basis to ensure a responsible working environment	71
3.6	Promoting	76
3.6.1	Promoting employee loyalty	76
3.6.2 Promoting inclusion and diversity	80
3.7	Methodological notes	82
3.7.1 Methodology for compiling the Non-Financial Performance Declaration	82
3.7.2 Table of priority indicators	83
3.7.3 Report of the independent third party on the declaration of non-financial performance	91

4	CONSOLIDATED FINANCIAL STATEMENTS	96
4.1	Consolidated balance sheet	97
4.2	Consolidated income statement	98
4.3	Cash flow statement	99
4.4	Change in shareholders' equity	100
4.5	Key facts	100
4.5.1	Capital increase	100
4.5.2	Taking control	100
4.5.3	Financing	101
4.6	Group activities and organisation chart	101

4.6.1	Activities	101
4.6.2	Group organisation chart at 31 December 2023	101
4.6.3	List of consolidated companies	103
4.6.4	Companies excluded from the scope of consolidation	107

4.7 Accounting terms of reference, consolidation methods, assessment methods and rules

	....................................................................................................................................................	108
4.7.1	Accounting standards	108
4.7.2	Consolidation methods	108
4.7.3	Assessment methods and rules	110
4.8	Explanation of balance sheet and income statement accounts and changes therein	113
4.8.1	Intangible fixed assets	113
4.8.2	Property, plant and equipment	115
4.8.3	Financial assets	115
4.8.4	Inventories and work-in-progress	116
4.8.5	Other receivables and accruals	116
4.8.6	Cash assets	117
4.8.7	Share capital	117
4.8.8	Provisions for liabilities and charges	118
4.8.9	Financial liabilities	119
4.8.10	Operating and non-operating liabilities	120
4.8.11	Off-balance sheet commitments	121
4.8.12	Sales	121
4.8.13	Details of operating expenses	121
4.8.14	Financial result	122
4.8.15	Exceptional result	122
4.8.16	Deferred tax	122
4.8.17	Other information	123
4.9	Statutory auditors' report on the consolidated financial statements	124
5	CORPORATE ACCOUNTS	129
5.1	Company income statement	130
5.2	Company Balance Sheet	131
5.3	Company business and significant events	133
5.3.1	Company activity	133
5.3.2	Key events of the year	133
5.3.3	Comparability of financial statements	133
5.4	Material events since the end of the financial year	133
5.5	Accounting principles and methods	133
5.5.1	General rules	133
5.5.2	Use of estimates	134
5.5.3	Deviations from general principles	134
5.6	Information on the balance sheet - assets	134
5.6.1	Fixed assets	134
5.6.2	Statement of receivables	136
5.6.3	Cash and cash equivalents	137
5.6.4	Marketable securities	137
5.6.5	Accrued income	137
5.6.6	Prepaid expenses and translation adjustments	137
5.7	Information on the balance sheet -liabilities	138
5.7.1	Equity	138
5.7.2	Statement of provisions	139
5.7.3	Statement of debts	140

5.7.4	Accrued expenses	140
5.8 Information on the income statement	141
5.8.1 Breakdown of net turnover	141
5.8.2	Other operating income	141
5.8.3	Financial result	141
5.8.4	Exceptional income	142
5.9	Miscellaneous information	142
5.9.1 Identity of the consolidating parent company	142
5.9.2 List of subsidiaries and equity interests	143
5.9.3 Remuneration of the administrative bodies	144
5.9.4 Information about related parties	144
5.9.5	Advances to executives	144
5.9.6	Off-balance sheet commitments	144
5.9.7	Tax consolidation	144
5.10 Results and other key information for the past five financial years	145
5.11 Statutory auditors' report on the annual financial statements	146
5.12	Statutory auditors' report on regulated agreements and commitments [French only]...	151
6	APPENDIX	163
6.1 Cross-reference table with the management report	163

1 ACTIVITY REPORT

1.1	Message from the founders	7
1.2	Activity report	8
1.2.1 Group business and strategy	8
1.2.2 Activities in research and development	13
1.2.3 Main risks and uncertainties to which the Company is exposed	13
1.2.4 Reworld Media SA results	15
1.2.5 Situation of subsidiaries and shareholdings	17

ACTIVITY REPORT	1

1.1 Message from the founders

Reworld Media has set record sales for 2023, close to €550m. Our main challenge this year has been to integrate Unify's 14 digital media brands acquired at the end of 2022, including major brands such as Marmiton or Doctissimo. Our teams have worked successfully, these brands are now fully absorbed and synergies with the historical businesses have been put in place. The deal was a strategic one, making Reworld Media one of the biggest players on the French digital market.

It is also an advantage to have been able to launch our media activities internationally through the acquisition in January of the top-of-the-range brands Grazia and Icon. Led by two new subsidiaries set up during the year in Italy and the United States, Grazia is opening the way to more than twenty countries around the world. As for Icon, it's a brand that has made a name for itself in the men's world in Italy and Spain, and we've decided to launch it in France in the spring of 2024.

With these changes in scope, the Group's growth reached 8.6%, and was particularly marked outside France, where our business grew by 36%. Almost a third of the Group's sales for the year came from international markets.

Our model, which is based on two complementary business segments, has proved its worth against a backdrop of continuous inflation over the last two years and a downturn in household consumption. The momentum of the BtoB segment, in which corporate customers seek out our media brands' audiences, has largely offset the slowdown in the BtoC segment.

In terms of profitability, EBITDA rose again in the 2nd half (+1.5%), with a margin of 13%, close to the level seen over the whole of last year. This convincing rebound at the end of the financial year shows the first fruits of the plan to integrate the Unify brands, which were previously heavily loss-making. 2023 is a year of integration, which is reflected in a temporary increase in exceptional income.

The Group is investing in its growth, its brands and its technologies so that it is in a position to innovate and support its customers in their digital transition. It is evolving in line with an ever-increasing trend towards the digitisation of uses, which is spreading universally across the daily lives of individuals and businesses.

Our Group boasts an exceptional portfolio of over 80 media brands, as well as market-leading expertise and digital technologies. As France's No. 1 magazine publisher, No. 1 media group on social media - a fast-growing market segment - and No. 3 media group on the web, it now enjoys dominant strategic positions.

These recent developments have opened up new prospects. Reworld Media is also set to enter a new phase in its Corporate Social Responsibility programme, with the first carbon audit to be carried out in 2023 enabling the company to begin work on defining a genuine decarbonisation pathway.

In 2024, our Group will continue to develop actively, focusing on where growth is strongest, in a very buoyant digital market. Our priority is to combine growth and profitability, and to develop in a way that is accretive to shareholders, both in France and inter- nationally, where our aim is to apply the model that has made the Group successful.

Pascal Chevalier, Chairman and CEO and co-founder of Reworld Media

Gautier Normand, Deputy CEO and co-founder of Reworld Media

REWORLD MEDIA 2023 FINANCIAL AND NON-FINANCIAL REPORT

1.2 Activity report

1.2.1 Group business and strategy

ACTIVITY REPORT

Reworld Media is an independent player positioned at the heart of the digital revolution. Its activities are based around two segments: a BtoC segment, which is taking part in the digitisation of consumer habits and patterns, and a BtoB segment, which is taking part in the digitisation of the communications market. The Group has developed a unique business mix, based on the wealth of its assets and its strong technological and digital expertise. It addresses growth markets that are driven by deep-rooted and lasting digitalisation trends.

Highlights of the 2023 financial year

The Group rolls out a range of content, products and services across 12 thematic universes, with more than 80 strong, iconic media brands to its credit, including Marie France, Auto Plus, Marmiton, Top Santé, Science & Vie, Télé Magazine, Aufemi- nin and Grazia.

In France, it reaches 7 out of 10 French people, i.e. almost 38 million readers, through multi-media and multi-format distribution channels (editorial, videos, podcasts, television, events), both print and digital1.

Source: Group ranking by theme based on Médiamétrie//Netratings measurement, Overall Internet Audience in France,

annual average 2023 vs. similar period the previous year, in unique monthly visitors, in France.

BtoC Segment

The Group is France's leading magazine publisher. In 2023, its paid circulation will amount to 94.1 million copies 2 for 122 ti- tles. Its magazines have 1.7 million paid subscriptions, including 329,000 subscriptions to diversification offers (paywall, tel- evision, services). Three of its

titles - Marmiton, Top Santé and Science & Vie - are among the top 20 press brands read by the French.

In addition to its domestic market, in 2023 the Group became a magazine publisher in Italy and the US. Since January it has published the Grazia and Icon brands in Italy, and took over the US edition of Grazia magazine during the summer.

Throughout the year, the Group continued to enhance its magazine offering with the launch of:

New versions of magazines such as Closer Stars and Faits Divers or Grazia Food;
New titles such as 1 000 Jeux pour les Cu- rieux, Tout Savoir, J'apprends en m'amu- sant;

1 Source : ACPM -OneNext Global S12 2023 study- Press audiences- In millions individual of 15 years + over 30 days.

Special issues, such as Science & Vie's special issue on the occasion of the Salon de l'Agriculture, "Agriculture, what solu- tions for the future?".

As consumer habits move towards new digital media, the Group is accompanying the transformation of its thematic magazine offer-

ing, which is reflected in a gradual and parallel trend towards lower magazine sales volumes and higher selling prices. The magazine press in France is following the trends already seen in the US and UK markets, where the interest-based magazine press is holding up better than the news press, and where circulation volumes are concentrated in a smaller pool of readers who are passionate about a theme and inclined to pay more for a quality magazine in tune with their interests.

The Group is supporting the development of its magazine offering through a diversification strategy. By capitalising on its flagship brands, it offers its readers other content and other services related to their passions. This diversification takes several forms:

2 DSH 2023 ACPM, 15 Feb. 2024.

8	2023 FINANCIAL AND NON-FINANCIAL REPORT REWORLD MEDIA

ACTIVITY REPORT	1

Publishing: this is a major area of diversification for the Group, as a continuation of its magazine publishing busi- ness. Through its subsidiary Reworld Media Edition, the Group sold 169 publishing products in 2023, a volume 32% higher than in 2022;
Paywall: on 4 of its websites - Science & Vie, Science & Vie Junior, Auto Plus and Gamekult - the Group offers exclusive content by subscription;
Television: through its subsidiary Reworld Media TV, the Group produces 11 television channels, available free of

BtoB Segment

Growth in the French communications market, at +3.7% in 2023 and +1.0% a year on average since 2015, is being driven by growth in the digital segment. As content consumption (re)shifts more and more towards digital uses, advertisers are adapting to reach consumers "where they are"3. Spending on digital media, which represented 6% of the total market in 2012, will account for more than 28% of investment in 2023. In 2023, given the macroeconomic context, these investments will grow at a more moderate rate of 6.1%, compared with average annual growth of 11.2% since 2015 (including the covid period). The most dynamic levers over the year, excluding Search, were social, which grew by 11.5%, and video (web and social), which grew by 17.8%4.

This market trend is accompanied by a new use of advertising, centred on performance. Digital advertising enables advertisers to convert to a purchase more directly, by generating a link from the advert to the advertiser's own digital spaces, or even a purchase tunnel, thanks to the targeting of online consum- ers. Covid has helped to accelerate this shift towards a "perfor- mance" strategy, by speeding up online purchasing practices.

Against this backdrop, the Group is positioning itself in the digital communication market

with its BtoB segment, both as a media group that monetises its proprietary audiences (maga- zines, web, social media) and as an intermediary or agency that supports its advertiser customers in the design, execution and dig- italisation of their communication and marketing strategy.

Its service offering is multi-lingual and international. It is constantly

3 Evolution of the communication market and impact on media financing through advertising, 2024, Ministry of Culture, ARCOM, PMP Strategy.

charge or by IPTV subscription, most of which are distributed by Internet Service Providers as part of themed channel packages;

Other products and services: the Group has developed a complementary range of services and products in line with its thematic universes, in particular by subscription, such as legal or IT assistance with Allo Pleine Vie, or on a fee-for- service basis, such as readers' trips or insurance products.

evolving to adapt to changes in the market and the needs of its customers. It combines branding and performance solu- tions, based on solid digital and technological expertise.

In France, the Group is one of the leading players in the digital market. In terms of audiences, it is the No. 3 media group on the web, with 32.3 million unique visitors, up 18.1% over 1 year due to the integration of Unify's publisher activities, and the No. 1 media group on social media, with 81.1 million subscrib- ers, up 10.4% over 1 year on a like-for-like basis. More than 620 million videos are viewed every month on the Group's digital media, including 270 million on our websites and 350 million on our social media.

Source: Médiamétrie//Netratings, Overall Internet Audience in France, annual average 2023, in unique monthly visitors, comparison vs. similar period last year..

In France and abroad, the Group is positioning itself as a key player in adtech, with a diversified range of services, including a performance-based offering that it is continuing to develop. Today, this offering addresses more than 3,000 customers worldwide, connects more than 180,000 affiliate sites in 80 countries, generates more than 5.5 billion in sales for its cus- tomers, and includes influence marketing solutions based on more than 100,000 active influencers.

4 The 2023 advertising and communications market and forecasts for 2024, BUMP.

REWORLD MEDIA 2023 FINANCIAL AND NON-FINANCIAL REPORT

1	ACTIVITY REPORT

Events subsequent to the closing

None.

1.2.1.1 Income statement by activity

In €m		31/12/2023	31/12/2022			Change (€m)		Change (%)
BtoC revenue		243.1	249.8	(6.7)		-2.7%


BtoB sales	306.2	256.1	50.2	19.6

	Sales		549.3	505.8			43.5			+8.6%

BtoC EBITDA		19.8	26.5	(6.6)		-25.0%
BtoC EBITDA margin		8.2%	10.6%		-2.4 pts


BtoB EBITDA		39.5	41.0	(1.5)		-3.7%

BtoB EBITDA margin		12.9%	16.0%		-3.1 pts
	EBITDA5
		59.3	67.4			(8.1)			-12.1%

EBITDA margin	10.8%	13.3%

Note: The activities of Unify and Reworld Media Italia, consolidated respectively since 1 October 2022 and 10 January 2023 respectively.

Consolidated sales for the Group came to €549.3m, up 8.6% on 2022 (-1.0% organically6).

Reworld Media records consolidated EBITDA of €59.3 million in 2023, down -12.1% (-€8.1 million) compared to the previous year, i.e. an EBITDA margin of 10. 8% (2022: 13.3%). Operating profitability increased significantly during the financial year, with the EBITDA margin increasing from 8.4% in the 1st half to 13.0% in the 2nd half. In the 2nd half, EBITDA increased by +1.5% (€0.6 million) compared to the 2nd half of 2022.

1.2.1.2 Income statement by activity: BtoC

Sales for the BtoC segment fell slightly by 2.7% (-€6.7m) to €243.1m. This fall comes against a backdrop of persistent inflation (+4.8%7) and a downturn in household consumption. It reflects the Group's strategy of rationalising magazine distribution volumes in order to contain the impact of rising industrial costs on its profitability, while preserving its market share and subscriber base.

The BtoC segment recorded EBITDA of €19.8m, down 25.0% (-€6.6m) on 2022. This segment's EBITDA margin rose by 3.3 points year. In the 2nd half, the BtoC segment is benefiting from an encouraging fall in its industrial costs compared with the 1st half of 2023.

Note : The activities of Unify and Reworld Media Italia, consolidated respectively

since 1 October 2022 and 10 January 2023. Org: organic excluding activities of Unify and Reworld Media Italia

EBITDA excluding charges relating to free share plans presented under Exceptional items.
Organic: excluding the acquisitions of Unify and Reworld Media Italia, consolidated from 1 October 2022 and 10 January 2023 respectively.
Source INSEE, variation in consumer prices, annual averages excluding tobacco; in 2022, this rate was +5.3%.

10	2023 FINANCIAL AND NON-FINANCIAL REPORT REWORLD MEDIA

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