Reworld Media SaEURONEXT: ALREW

2024 Financial and non-financial report

· Issued by Reworld Media Sa


CONTENTS

MESSAGE FROM THE FOUNDERS 4

  1. GROUP OVERVIEW 6

    1. History of the Group 7

    2. The Group's values and strengths 9

    3. Scope 10

    4. The Group in 2024 12

    5. Activities and strategy 13

  2. BUSINESS ACTIVITY FOR THE FINANCIAL YEAR 17

    1. Group results 18

    2. Results of the parent company Reworld Media 22

  3. RISKS AND INTERNAL CONTROL 25

    1. Risks related to the external environment 26

    2. Operational risks 27

    3. Financial and legal risks 28

    4. Non-financial risks 29

    5. Internal controls and risk management procedures 30

  4. STATEMENT OF NON-FINANCIAL PERFORMANCE 34

    1. ESG strategy 35

    2. Double materiality analysis 43

    3. Environment 47

    4. Social 62

    5. Governance 81

    6. Methodology notes 85

  5. GOVERNANCE 103

    1. Group management 104

    2. Company Board of Directors 106

    3. Remuneration 111

    4. Additional information on directors 113

  6. INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 114

    1. Articles of Association and operation 115

    2. Capital and voting rights 117

    3. Place of listing and price changes 122

    4. Dividends 122

  7. CONSOLIDATED FINANCIAL STATEMENTS 123

    1. Consolidated balance sheet 124

    2. Consolidated income statement 125

    3. Consolidated cash flow statement 126

    4. Statement of changes in consolidated equity 127

    5. Notes to the consolidated financial statements 128

    6. Statutory auditor's report on the consolidated financial statements 154

  8. CORPORATE ACCOUNTS 160

    1. Balance sheet 161

    2. Income statement 163

    3. Notes to the annual financial statements 165

    4. Statutory auditor's report on the annual financial statements 178

    5. Statutory auditors' report on regulated agreements and commitments 184

  9. APPENDIX 196



‌MESSAGE FROM THE FOUNDERS

In 2024, Reworld Media demonstrated its agility and solidity in a contrasting economic climate. Major sporting events, the Olympic Games and the Euros, accounted for a large proportion of advertising investment, but this did not benefit the specialist media, which are less closely associated with these major corporate moments.

The communications market then slowed sharply in the second half of the year. Against this backdrop, the Group maintained a good performance, buoyed by its resilient business model, combining media and technological expertise and capable of adapting to market cycles.

The BtoB division, the Group's leading source of revenue with €308.6 million in 2024 (58% of consolidated revenues), remains well positioned. We have invested in the levers with the greatest potential, in particular social media, where the market grew by 24% over the year and is increasingly open to publishers. Reworld Media has structured a comprehensive offering in this area, echoing its BtoB offering: solutions deployed at every stage of the customer journey, combining media levers and performance. This ability to provide an integrated offering is a real cornerstone of resilience. The increase in revenues from performance-based offers reflects our ability to adapt to market cycles: these solutions are particularly relevant in times of stress, even though they are less heavily marketed. Over the past three years, our social media teams have developed a comprehensive, competitive editorial and commercial offering that is perfectly aligned with market expectations. This now strategic lever now accounts for almost 10% of BtoB revenues. The offering is in place and ready to capture the growth of this fast-growing channel, where Reworld Media is the leading media group with 83.5 million subscribers.

In our BtoC activities, we are continuing to enhance our offerings to strengthen the link between our brands and their audiences. Our diversification efforts - publishing, TV, and services - help bring our brands to life on a daily basis. In terms of pricing, we are pursuing a targeted strategy of gradual price increases, in line with inflation and the competitive environment specific to each title. The aim of this approach is to limit the impact of falling volumes and to support the transition to a more engaged readership, at higher price levels. This trend has already been observed in other markets, notably the United States. The challenge for each brand is to remain competitive in its thematic category, in order to maintain its market share and consolidate its leadership over the long term.

Internationally, the Group has continued to invest both in its media brands - notably Grazia and Icon, which are showing promising growth in Europe and the United States - and in its technology platforms, which are designed to be easily replicated abroad once the concept has proven successful. International sales now account for more than a third of annual revenues, and remain a priority area for growth.

In terms of financial performance, our EBITDA came to €53.8 million, with operating margin maintained at over 10%. Net profit was €23.3 million, and free cash flow was €28.2 million, more than double the previous year's figure. The Group is pursuing an active debt reduction strategy, with net financial debt falling by €18.6 million over the year to 1.9x EBITDA by the end of 2024. It is now well placed to seize growth opportunities, whether organic or external.

At the same time, the Group is pursuing its commitment to environmental, social and governance responsibility. Our initiatives in favour of responsible digital advertising and quality content have received several forms of external recognition. We have also

carried out our first double materiality analysis under the CSRD (Corporate Sustainability Reporting Directive), updated our carbon footprint, and our editorial teams have pursued their social commitment to major contemporary issues. Our ESG rating has risen steadily over the past three years, reflecting our long-term commitment to sustainable development.

The Group's situation at the end of the financial year means that we can look forward to the coming months with confidence, despite the uncertainties of the market. Reworld Media has a powerful business model, a healthy financial situation, committed teams and a clear strategy for its two core businesses. It relies on solid proprietary assets - brands, content and technologies -to consolidate its position in a digital communications market that is growing over the long term, both in France and internationally. We remain ready to seize development opportunities, expand our international footprint and strengthen our presence in all our markets.

Pascal Chevalier, Chairman and Co-Founder of Reworld Media Gautier Normand, CEO and Co-Founder of Reworld Media

1

‌GROUP OVERVIEW
  1. History of the Group 7

    1. Group DNA 7

    2. Key dates 8

  2. The Group's values and strengths 9

    1. Our values 9

    2. Our strengths 9

  3. Scope 10

    1. Organisation chart as at 31 December 2024 10

    2. Changes in scope 11

  4. The Group in 2024 12

    1. The business model 12

    2. Positioning and impact indicators 13

  5. Activities and strategy 13

    1. BtoC 14

    2. BtoB 15

  1. ‌History of the Group

    1. ‌Group DNA A founding vision anticipating the digital revolution

      Founded in 2012 by two entrepreneurs, Pascal Chevalier and Gautier Normand, Reworld Media was built on the belief that a new model for the media industry was possible. One an engineer, the other a media expert, they foresaw the coming wave of digitalisation well before it took hold, both in reader behaviour, as audiences became increasingly connected, and in advertiser investment, which was set to shift massively towards digital. They thus anticipated the need for media brands to reinvent themselves by diversifying their communication and monetisation channels, and by adapting their models to new market dynamics.

      Growth through acquisitions and increasing digital expertise

      The starting point of this entrepreneurial venture was the acquisition of a first media title, Marie France, which at the time was not yet digitalised. The Group then embarked on an active acquisition strategy aimed at revitalising recognised brands and transforming them into truly global media brands, powerful on the web and economically sustainable. Each brand is deployed on the most relevant channels to reach its audiences, with constant editorial standards. At the same time, Reworld Media has gradually broadened its areas of expertise, particularly digital, by developing them internally or consolidating them through external growth, in order to provide brands and advertisers alike with solutions that are increasingly tailored to their needs.

      An entrepreneurial spirit rooted in experimentation

      Entrepreneurship remains at the heart of the Group's culture, and is reflected in a strong capacity for experimentation. A large number of projects are launched each year on a test-and-learn basis: explore quickly, at the lowest possible cost, and if the potential is proven, scale up. This dynamic nurtures pragmatic and continuous innovation, where learning - even through failure -becomes a genuine lever for progress.

      Boldness as a driver of innovation at all levels

      Reworld Media's development is also based on a culture of boldness. Boldness in our offerings, with the integration, for example, of a performance-based offering, greatly enhanced by the acquisition of Tradedoubler in 2016. Boldness in our methods, with the integration of technology at the heart of our processes. Lastly, boldness in our organisation, with collaborative arrangements that involve our teams in value creation, particularly through capital sharing.

      Operational agility driving performance

      Agility is another pillar of the Group's identity. Thanks to short decision-making paths, a flexible structure and a constant ability to listen to what's happening on the ground, our teams are able to adapt quickly to changes in the market. This ability to test, adjust and accelerate within tight deadlines is proving decisive in a sector undergoing constant change.

      Committed management, the cornerstone of execution

      Finally, the Group's success relies on a team of loyal, committed and experienced managers, who contribute day after day to the execution of our strategy and the achievement of our ambitions.

      A media and technology group, a leader in France with an international presence

      In the space of twelve years, Reworld Media has become the leading specialist media platform in France, with more than 80 specialist brands reaching 37 million French people every month. Reworld Media is also an international player, expanding in several countries. The Group has built up a unique value proposition in the market: the combination of the unrivalled power of proprietary media brands and recognised digital and technological expertise.

      1

ACTIVITY REPORT

    1. ‌Key dates

      2012: Acquisition of the parent company, now Reworld Media, by a group of investors led by Pascal Chevalier and Gautier Normand. Acquisition of Emailing Network.

      2013: Acquisition of Marie France magazine from the Marie Claire group, as well as magazine media assets from the Axel Springer group (Télé Magazine, Gourmand, Vie Pratique, etc.).

      2014: Acquisition of 8 media brands (Maison & Travaux, Auto-Moto, Be, Le Journal de la Maison, etc.) from the Lagardère group. Creation of the Media For Equity fund Reworld Media Ventures.

      2015: Launch of the Try and Review product testing platform. Acquisition of a stake in Tradedoubler, an international performance marketing player.

      2016: Takeover of Tradedoubler. Reworld Media was chosen by the magazine Décideurs and the Ministry of the Economy and Finance as "Best Company in the Media & Entertainment sector" (category of €20 million to €100 million in revenue) as part of the Grand Prix des Entreprises de Croissance.

      2017: Launch of Atelier B, the Group's first audiovisual production agency. Merger-absorption of Sporever, a player in the production and publishing of sports content in France (rugby365, foot365, sport365, etc.). Acquisition of Metapic, a marketing influence solution, by Tradedoubler.

      2018: Launch of Content Squad, a content production agency specialising in sports, and Leadslab, a lead generation and qualified traffic agency. Acquisition of F1i.fr, the leading Formula 1 news site in France.

      2019: Acquisition of Mondadori France (Closer, Télé Star, Grazia, Science & Vie, Biba, Le Chasseur français, etc.) from the Arnoldo Mondadori Editore group, which positions Reworld Media as the leading player in thematic content for the general public in France. Acquisition of the websites football.fr and sports.fr from the Lagardère group. Acquisition of a stake in Event Flow, an event and prize organisation company. Launch of Sport En France, a television channel produced on behalf of CNOSF. Launch of Metapic solution in France.

      2020: Creation of Reworld Media Connect (Group advertising division), Reworld Media TV (production and publishing division for TV channels) and Reworld Media Campus (training). Launch of new magazines, in particular Mission Patrimoine with Stéphane Bern and Gueuleton. Acquisition of a stake in Hopscotch Groupe, a major player in public relations, influence and events.

      2021: Launch of Maison & Travaux TV, the collection of fun magazines Cogite (in supermarkets and hypermarkets), titles Entre Nous, Tanin, Mon Petit Science & Vie, etc. Acquisition of Melty Groupe, publisher of digital brands melty.fr, nextplz.fr, super-soluce.com, lacremedugaming.fr, etc. The audience of the Group's brands on social networks reaches 31.5 million subscribers.

      2022: Acquisition of Psychologies Magazine and Unify publisher activities from the TF1 group, operating major digital brands in the French media landscape (aufeminin.fr, doctissimo.fr, marmiton.fr, lesnumeriques.com, etc.). The Group has become the 2nd largest online media player in France. The audience of the Group's brands on social networks reaches 73.5 million subscribers.

      2023: Creation of Reworld Media Italia on the occasion of the acquisition of the Grazia and Icon brands worldwide and the resumption of their activities in Italy. Signature of a licensing agreement for the launch of Grazia in Singapore and Malaysia. Launch of Reworld Media US for the edition of Grazia in the United States. The audience of the Group's brands on social networks reaches

      81.1 million subscribers.

  1. ‌The Group's values and strengths

    Reworld Media is based on a hybrid BtoC/BtoB model, combining the power of its media brands with technological expertise. It combines the editorial rigour of the media with the efficiency of digital technologies to offer quality content and innovative advertising solutions for the general public and advertisers alike. The Group is built on a unique culture and shared values, embodied daily by its employees.

    1. ‌Our values Boldness

      In a constantly changing environment, the Group moves forward with courage, responsiveness and determination. This collective boldness allows us to innovate, test new formats, create new brands and explore new territories.

      Creativity and innovation

      Faced with changing uses, every day our teams invent and reinvent the way we inform, entertain or engage. The culture of test-and-learn enables us to move forward without fear of failure, in a spirit of continuous progress.

    2. ‌Our strengths A diversified, integrated and replicable business model

      With more than 80 strong brands, a massive audience and multiple channels (print, web, social, TV, events), the Group reaches passionate communities in France and abroad. It markets its content to the general public and also offers advertisers an integrated platform combining media power, advertising technology (adtech) and 360° monetisation capabilities. This comprehensive BtoB offering, present at every stage of the customer journey, combines media power and technological performance, and adapts to market cycles.

      Innovation for growth

      Reworld Media operates in a market undergoing continuous transformation: digital communication, a sector with longterm growth potential. The Group also relies on innovation to develop its brands, products and services in line with new uses, emerging technologies and the expectations of its customers. This ability to innovate applies equally to editorial formats, business models, customer journeys and monetisation levers. It is underpinned by strong organic growth and selective acquisitions, enabling the Group to continually enhance its portfolio of solutions, accelerate its technological development and explore new editorial territories.

      An ability to create value through transformation

      The Group has demonstrated its ability to identify high-poten-tial assets, sometimes in difficulty, and to put them back on

      Entrepreneurial spirit and agility

      Reworld Media retains a start-up mindset, fuelled by a strong ability to take quick decisions, experiment and adjust. This organisational agility is an essential lever in markets where trends change rapidly.

      Passion for brands

      Reworld Media brings together people who are passionate about science, health, sport, interior design, technology, cooking and more. This passion is reflected in every piece of content we produce, every service we launch and every interaction we have with our readers.

      Performance and excellence

      Driven by a culture of rigour, the Group is committed to sustainable performance - economic, environmental and social -in the service of all its stakeholders.

      a growth trajectory. This expertise has been demonstrated in the press sector - with historic brands revitalised by their digital roll-out - and in technology, with the turnaround of Tradedoubler, for example. This ability to transform, to turn around business models and to restore the profitability of assets is a real driver of value creation.

      High adaptability

      Reworld Media retains a flexible and responsive organisation, true to its entrepreneurial DNA. This organisational agility enables the Group to quickly adjust its priorities, tools and content in response to changes in usage, technology and social expectations. It relies on solid expertise in digital publishing and social media, and is gradually integrating technologies such as artificial intelligence to boost its operational efficiency, while remaining attentive to ESG issues.

      People, the driving force behind collective performance

      Reworld Media relies on the expertise and commitment of its employees to build its growth. With over 1,350 employees at the end of 2024, the Group values expertise, team spirit, and initiative. Its success is based on a shared culture of action, creativity and the search for solutions. In every business line, employees are encouraged to innovate, to learn and to drive brands and projects forward. This collective entrepreneurial mindset sets us apart from the competition, enabling us to anticipate changes in the sector and stay on the move.

      1

GROUP OVERVIEW

  1. ‌Scope

    1. ‌Organisation chart as at 31 December 2024

      This simplified organisational chart shows the subsidiaries held directly or indirectly by the parent company REWORLD MEDIA.



      ‌(1) Tradedoubler International, (2) Tradedoubler Performance Marketing, (3) Hopscotch Groupe: At 31 December 2024, Reworld Media held 25.91%

      of the company's shares and 24.82% of its voting rights.

      In this organisational chart, there is no mention of countries or ownership percentages for French subsidiaries that are wholly owned. However, the country in which they are located and the percentage of voting rights held are shown for subsidiaries outside France or those in which the holding is less than 100%.

      Unless otherwise indicated in the organisation chart, the percentage of voting rights is equal to the percentage of capital held. At 31 December 2024, Reworld Media held 25.91% of the capital and 24.82% of the voting rights of Hopscotch Groupe.

      Finally, at 31 December 2024, the Group had no branches or cross-shareholdings.

    2. ‌Changes in scope

      Disposals

      In April 2024, the parent company Reworld Media sold 100% of the capital and voting rights of its subsidiary Reworld Media Spain (Spain) to Tradedoubler AB (Sweden), which itself holds 100% of the capital and voting rights of Emailing Network.

      In November 2024, Reworld Media PTE LTD (Singapore) sold all the shares it held (55% of the share capital and voting rights) in Try & Review (Singapore).

      Acquisitions

      In January, Reworld Media acquired 95% of the share capital and voting rights of Trygr, a company specialising in advertising technologies and an expert in retail media.

      In February 2024, Reworld Media increased its stake in Omniiz, an insurance broker, from 30% to 100% of the capital and voting rights.

      In May 2024, Reworld Media acquired 100% of the capital and voting rights of Bourse Inside, a company that publishes the website bourseinside.fr, which was merged into Eeple.

      Mergers / Universal Asset Transfers

      In 2024, the Group carried out operations aimed at simplifying its legal structure, including:

      • Merger/absorption of Sport Stratégies by R.M.P.;

      • Merger/absorption of Media Commerce by Reworld Media Factory;

      • Merger/absorption of Unify Digital Factory by Leads Lab;

      • Merger/absorption of Reworld Media Edition by Les Publications Grand Public;

      • Merger/absorption of Bourse Inside by Eeple;

      • Merger/absorption of Presse Manette by Eeple;

      • Merger/absorption of Mayane Communication by Aufeminin;

      • Merger/absorption of Devtribu by Aufeminin;

      • Universal transfer of assets of Unify to Reworld Media.

      1

GROUP OVERVIEW

  1. ‌The Group in 2024







    1. ‌The business model


    2. ‌Positioning and impact indicators


      • 100% of paper purchases certified at least PEFC without recycled materials

      • 46% recycled fibres in the paper used

        Environment

      • 100% of magazines eligible for the AGEC law distributed with eco-packaging

      • 100% of Boulogne-Billan-court's electricity from renewable and French sources

      • 48.04 KtCO2e emitted in 2023

      • 14% of Group advertisers ran at least one responsible campaign

      • 38 associations supported

      • €1,209,000 in advertising served in favour of Major Causes

      • 60% of the top 10 earners are women

      • 157 permanent-contract hires

      • 19% turnover rate on permanent contracts (excluding transfers)

      • 7.8 years of service

      • 273 employees completed at least one training course

      • 157 magazines published

      • 74 websites published

      • EthiFinance Bronze badge for 2024 ESG performance on 2023 data

        Governance

      • 40% of women on the Board of Directors

      • 3 independent directors

      • 4.5% of executive remuneration is linked to ESG targets

      • 6 complaints filed with the DPO

  2. ‌Activities and strategy

    Reworld Media is an independent player positioned at the heart of digital transformation. Its business model is built around two complementary divisions: a BtoC division, dedicated to publishing content, products and services for the general public, and a BtoB division, focused on communication and performance solutions for advertisers.

    The Group operates in expanding markets, supported by the digitalisation of usage patterns and investment. Its hybrid positioning - at the crossroads of media and technology - enables it to effectively address the diverse expectations of its audiences and customers alike.

    It offers a comprehensive range of services at every stage of the customer journey, combining the power of its media brands, editorial expertise and technological levers. This unique configuration enables it to adapt to market cycles while ensuring its longterm growth.

    Reworld Media operates more than 80 strong, proprietary media brands, including Science & Vie, Top Santé, Auto Plus, Marmiton, Grazia, Télé Magazine, Aufeminin and Marie France. These brands are positioned in 12 thematic categories, distributed across

    multiple channels (print, web, social networks, TV, podcasts, events, etc.) and reach 37 million French people2 every month. - i.e. 7 out of 10 French people.

    Today, the Group is the leading publisher of themed content for the general public in France, the third-largest media group on the web in terms of audience, and the leading media group on social networks. It also has a growing international network with operations in Europe and the United States. With Tradedoubler, it operates the second-largest affiliation network in Europe.

    Its growth is based on a balance between organic development - through the ongoing enhancement of its offering - and external growth - through the targeted integration of high-potential assets. This strategy has enabled the Group to triple its revenues in six years, by capitalising on its business and technological expertise.

    In number

    2023

    2024

    Active media brands

    81

    81

    Number of titles published

    122

    1573

    Millions of readers of press brands

    37.7

    37.0

    Number of websites published

    72

    74

    Millions of unique monthly web visitors

    32.3

    31.5

    1. ‌BtoC
      1. BtoC overview and strategy

        The BtoC division encompasses activities aimed at the general public. It is based on a paid-for offering of content, products and services, supported by a portfolio of strong specialist media brands. These brands, divided into 12 thematic categories (health, cooking, cars, home, etc.) are at the heart of the daily lives of millions of French people.

        The Group is France's leading magazine publisher, with a paid circulation of 86.8 million copies in 2024, 154 titles published and 1.5 million paid subscriptions. Since 2023, it has also been operating in Italy and the United States, where it publishes the Grazia and Icon brands.

        A pricing strategy adapted to market trends

        Against a backdrop of changing usage patterns, the Group is adapting its BtoC model. It is accompanying the structural decline in magazine sales volumes with a targeted policy of gradual price increases, in line with inflation and the competitive environment of each title. 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.

        Continued expansion of the editorial offering

        Magazine launches are continuing. The main new products in 2024 include:

        • The launch of New Romance magazine, dedicated to literary fiction, produced in partnership with Hugo Publishing;

        • The launch of Icon magazine, positioned in the men's luxury segment, already published in Italy and due to be launched in the United States in 2025;

        • The new format of Marie France, to mark the 80th anniversary of the title in October;

        • The return of Grazia magazine to newsstands, in a new premium format to be launched in March 2025.

        Targeted brand diversification

        The Group is supporting the development of its BtoC offering with a controlled diversification strategy, aimed at extending the brand experience beyond the magazine format by offering readers other content and services in line with their passions. This diversification, a lever for audience growth and loyalty, is based on the following pillars:

        • Publishing: this is a major area of diversification for the BtoC division, as a continuation of its magazine publishing business. Through Reworld Media Edition, the Group has launched more than 350 new publishing products in 3 years;

        • Television: Reworld Media TV currently publishes 11 thematic channels, available free of charge, by IPTV subscription, and distributed by internet service providers as part of

        ‌2 Source: ACPM - One Next Global 15 Study H1 2024 - Audiences of press brands - In millions of individuals aged 15 and over and over 30 days.

        ‌3 83 titles published and distributed by subscription or at newsstands in France and Belgium; 71 titles distributed by Les Publications Grand Public in supermarkets and hypermarkets; 3 titles published internationally = 157 titles.

        theme channel packages. In 2024, a distribution agreement signed with SFR will enable 5 channels to reach a potential audience of 24 million homes;

        - Other products and services: the Group has developed and offers its reader communities a range of complementary products and services, such as Allo Pleine Vie (legal and/or IT assistance), Auto Plus Assurance, reader trips, and more.

      2. BtoC key figures

        With revenue of €226.1 million in 2024 (42% of consolidated revenue), the BtoC division fell by 7.0% (-€17.0m). In a still challenging consumer environment, the decline in volumes was partially offset by the Group through targeted price increases, in line with inflation (+1.8%) and competition.

        The Group has 1.5 million paid subscriptions, 20% of which are for a range of services (TV, other services), with the average basket increasing by 1.4% to €5.41 excluding VAT. Subscription revenues (44% of BtoC revenue) fell by 8.6%, while pay-

        per-view sales (56% of BtoC revenue) posted a more contained decline of 5.8%.

        The BtoC division posted 2024 EBITDA 4 of €18.7 million, a moderate decrease of €1.1 million (-5.7%). Despite the decline in its revenue (-7.0%), it managed to maintain its profitability with a stable EBITDA margin of 8.3% (+0.1 points vs. 2023) thanks to a €15.9 million (-7.1%) reduction in its operating expenses, mainly reflecting the decrease in industrial costs as well as rigorous management of fixed costs.

    2. ‌BtoB
      1. BtoB overview and strategy

        The BtoB segment encompasses the Group's activities aimed at advertisers and businesses. It is based on an integrated model that combines media reach, advertising technology, and coverage across the entire customer journey, from awareness to conversion. The Group positions itself both as a publisher and a marketing partner, offering tailor-made solutions ranging from brand building to performance marketing.

        A market enjoying structural growth

        In 2024, the French communications market grew by +5.0%5, buoyed by a dynamic first half-year (sporting events: Olympic Games, Euros) but followed by a sharp slowdown in the second half. In this context, the digital segment confirmed its structural momentum, with 9.0% growth, reaching €10.4 billion, or 29% of the total market, compared with just 13% ten years ago.

        The most dynamic channels in the communications market in 2024 were:

        • Social, with +24% (€3.4 billion - 46% of digital market share excluding Search),

        • Video, with +32% (€3.1 billion - 42% of digital market share excluding Search),

        • Events, on the rebound, with +18% (€5.5 billion - 15% of the total market).

        ‌4EBITDA and EBIT excluding expenses related to bonus share plans reclassified as exceptional income.

        ‌5 The advertising and communication market 2024 and forecasts for 2025, BUMP.

        In 2024, French people also spent a record amount of time online6, averaging 2 hours 40 minutes a day for the population as a whole (+27% vs. 2019) and 4 hours 21 minutes for

        15-24 year olds (+23% vs. 2019). As content consumption (re)shifts more and more towards digital uses, advertisers are adapting to reach consumers "where they are"7.

        These developments confirm the gradual shift in advertisers' investments towards digital solutions that can be activated, targeted and partly driven by performance.

        A comprehensive and integrated media-tech offering

        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 consumers. Covid has helped to accelerate this shift towards a "performance" strategy, by speeding up online purchasing practices.

        Reworld Media is responding to these challenges with a comprehensive BtoB offering, covering every stage of the customer journey:

        - Discovery: branding, display, video and social media campaigns;

        ‌6 Médiamétrie - Médiamétrie//NetRatings - Global Internet Audience -

        France - Ages 2 and over - January 2025.

        ‌7Evolution of the communications market and impact on media financing through advertising, 2024, Ministry of Culture, ARCOM, PMP Strategy.

        • Interest: email campaigns, push notifications, events;

        • Intent/purchase: retail media, influencer marketing, affiliate marketing.

        Today, this offering brings together more than 3,000 active customers, €5.5 billion in revenue generated for their accounts each year, 180,000 affiliated sites in 80 countries, more than 100,000 active influencers, and more than 2.5 million applications installed.

        A leading position in audience reach and technology

        The Group is the third-largest media company in France in terms of web audience, with 33.1 million unique monthly visi-tors6 (+2.3% year-on-year), and ranks among the top 3 publishers across 9 thematic categories. Its Marmiton website is the fourth-largest online medium in France (19.7 million unique visitors per month).

        The BtoB division draws on proprietary technologies and strategic partnerships to ensure the performance of campaigns

      2. BtoB key figures

In 2024, the BtoB division generated revenue of €308.6 million, up +0.8% (€2.4 million) over the year, despite a clear slowdown in the communications market in the second half of the year, which worsened in the fourth quarter. Although the overall market grew in 2024 (+5%9), driven by the momentum of the events (+17.6%) and digital (+9.0%) segments, major sporting events (Paris Olympic Games, Euro Football Championship) brought little benefit to specialist media, in a context where investments were being redirected towards corporate communications.

The Group's digital offerings, which represent more than 80% of the BtoB division's revenues, remain the main growth driver, particularly performance-based offerings, which are more resilient in a constrained environment. Conversely, premium

and the monetisation of content. The Tradedoubler business continues to extend its international reach and revenue-gen-erating capacity.

Strengthened expertise in social networks

Social media is now a pillar of the Group's BtoB business, accounting for almost 10% of the division's revenues, with growth of +50% by 2024 on certain offerings such as Metapic. Reworld Media produced more than 6,000 native programmes in 2024, adapted to the formats and audiences of each platform.

With 83.5 million followers, a 2.6-fold increase over three years, the Group is now the leading media company on social media in France, at a time when these platforms are capturing an increasingly large share of total internet browsing time8 (39% across the general population, 60% among 15-24-year-olds). Content production is handled by a dedicated team of around 80 employees.

offers were more affected by the slowdown in the second half of the year. This mix of offers, combining strong media reach with proprietary technologies, enables the Group to cover the entire customer journey and adapt to market cycles, while securing its growth trajectory.

The BtoB division posted EBITDA10 of €35.1 million in 2024, down €4.4 million (-11.1%), representing a solid EBITDA margin of 11.4% (vs. 12.9% in 2023). This change reflects the full-year effect of investments made in high-potential drivers - particularly social networks - as well as the shift in the business mix towards performance-based offers, which are structurally less profitable but favoured by advertisers in a constrained market environment.

‌8 Médiamétrie - Médiamétrie//NetRatings - Global Internet Audience -

France - Ages 2 and over - L'Année Internet 2024.

‌9 The advertising and communication market 2024 and forecasts for 2025, BUMP.

‌10 EBITDA excluding expenses related to bonus share plans reclassified as exceptional income.

2

‌BUSINESS ACTIVITY FOR THE FINANCIAL YEAR
  1. Group results 18

    1. Key Highlights of the year 18

    2. Results for the year 19

    3. Consolidated balance sheet and cash flow statement 20

    4. Recent developments and outlook 21

  2. Results of the parent company Reworld Media 22

    1. Financial position and results for the financial year 22

    2. Information on payment terms 22

    3. Non-essential expenses 23

    4. Statutory auditors 23

    5. Results over the last five financial years 24

  1. ‌Group results

    1. ‌Key Highlights of the year

      January:

      • Acquisition of Trygr (retail media).

      • Reworld Media is implementing the Utiq identifier (cookieless alternative).

      • New Psychologies website, featuring 90% exclusive content and a first section illustrated using AI.

      • Céline Perruche appointed Editorial Director of Grazia.

        February:

      • Takeover of Omniiz (insurance brokerage).

      • Strategic partnership with Pubstack.

      • Launch of Icon magazine in France (2 publications in 2024).

        March:

      • Reworld Media Connect, the Group's advertising division, is part of the SDAT (Sustainable Digital Ad Trust) programme.

      • Announcement of the return of Grazia to newsstands with a new format for March 2025.

        April:

      • Launch of the Science & Life incubator (24 projects for 2024).

      • Biba unveils its new website https://www.bibamagazine.fr.

      • Launch of New Romance Magazine in partnership with Hugo Publishing (2 publications in 2024).

      • Les Numériques launches its "Tech + durable" product label.

        May:

      • Acquisition of Bourse Inside (later merged with Eeple).

      • Launch of the "Double Impact" (SeenThis) and "Digital Solid'R" (GingerAd) CSR offers.

      • Documentary partnerships with Arte: Science & Life with "L'arbre qui cache la forêt", Psychologies and Top Santé

        with "Ménopauses".

        June:

      • Partnership with the City of Paris to create the City Guide for the 2024 Olympic Games.

      • Marmiton and Beaugrenelle launch the "Les jours les plus food" event.

      • Coverage of Who's Next trade shows (Grazia, ICON, aufeminin, Bestie).

      • Launch of the brand content website https://www.maculturesantedurable.com (Editorialink).

      • Launch of the "Our Climate Actions" campaign for employees.

        July/August:

      • Acquisition of a stake in Big Youth (31%) and Mademoiselle Scarlett (32%).

      • Launch of Mon Petit Science & Vie Histoire, the first history magazine for 3-6 year olds.

      • Publication of the 2024 Impact Report.

      • Launch of the Marmiton x France Alzheimer special edition: "La méthode Culinothérapie".

        September:

      • Science & Vie Young Science Journalist Award presented to Constance Audiffren for her article: "Silence, ça glousse".

      • Implementation of Implcit technology in the Group's DMP.

      • 1st edition of the Fraiches Festival.

        October:

      • Launch of the new Marie France format on the occasion of its 80th anniversary.

      • Finalisation of the capital increase of Tradedoubler (Reworld Media: 53.7% of the capital).

      • Allocation of the SDAT Silver Badge for Reworld Media Connect, the Group's advertising division.

      • "Les Petits Génies de l'Océan" competition with Science & Vie and Aquarium de Paris.

        November:

      • Launch of Marmiton TV (revamp).

      • Menopause Night organised by Psychologies.

      • Diapason d'Or 2024: gala concert at the Théâtre des Champs-Elysées.

        December:

      • Announcement of the launch of Icon in the United States (6th country where the brand is published, and the 3rd operated by the Group).

      • Official announcement of the return of Grazia with 2 issues in 2025 (1st issue on 6 March 2025).

      • Two journalists awarded the Roberval Prize (Science & Vie for generative AI, and Science & Vie Junior for quantum computing).

    2. ‌Results for the year

      Main financial indicators for the year



      Consolidated income statement

      In €m

      31/12/2024

      31/12/2023

      Change (€m)

      Change (%)

      evenue

      534.7

      549.3

      (14.6)

      -2.7%

      Operating costs

      (480.9)

      (490.0)

      9.1

      -1.9%

      EBITDA11

      53.8

      59.3

      (5.5)

      -9.3%

      Depreciation charges

      (7.1)

      (8.5)

      1.4

      -16.2%

      EBIT11

      46.7

      50.8

      (4.1)

      -8.1%

      Financial result12

      (8.6)

      (9.5)

      1.0

      -10.1%

      Exceptional income13

      (9.0)

      (16.4)

      7.3

      Income tax and other items

      (1.9)

      (5.3)

      3.4

      Adjusted net profit

      27.2

      19.6

      7.6

      +38.8%

      Deferred taxes and other allocations14

      (2.1)

      7.4

      (9.4)

      Net income for the consolidated whole

      25.1

      26.9

      (1.8)

      -6.8%

      Minority interests

      (1.8)

      (2.8)

      0.9

      Net income Group share

      23.3

      24.2

      (0.9)

      -3.7%

      The Group's operating profit (EBIT11) was €46.7 million, down 8.1% (-€4.1 million) for a margin of 8.7%, close to that of the previous

      financial year (2023: 9.2%).

      The Group posted adjusted net income of €27.2 million, up 38.8% (+€7.6 million) compared with the previous financial year (2023: €19.6 million), reflecting in particular an improvement in net financial income12 and net exceptional income13. Consolidated net income amounted to €25.1 million, down €1.8 million (-6.8%), including in particular expenses related to the impairment of treasury shares, amortisation of goodwill and deferred taxes. Net income, Group share, amounted to €23.3 million, almost stable compared to 2023 (-€0.9 million | -3.7%).

      ‌11 EBITDA and EBIT excluding expenses related to bonus share plans reclassified as exceptional income. EBIT excluding amortisation of goodwill.

      ‌12 Financial income excluding charges related to the impairment of treasury shares and including deferred borrowing costs.

      ‌13Exceptional items, including expenses relating to proposed free share plans, of €0.6 million (income) in 2024, compared with €1.6 million (expense)

      in 2023.

      ‌14 Includes in 2023 income of €7.3 million from reversals net of goodwill amortisation.

      Income statement by business line

      In €m

      31/12/2024

      31/12/2023

      Change (€m)

      Change (%)

      BtoC revenue

      226.1

      243.1

      (17.0)

      -7.0%

      BtoB revenue

      308.6

      306.2

      2.4

      +0.8%

      Revenue

      534.7

      549.3

      (14.6)

      -2.7%

      BtoC EBITDA

      18.7

      19.8

      (1.1)

      -5.7%

      BtoC EBITDA margin

      8.3%

      8.2%

      +0.1 pts

      BtoB EBITDA

      35.1

      39.5

      (4.4)

      -11.1%

      BtoB EBITDA margin

      11.4%

      12.9%

      -1.5 pts

      EBITDA11

      53.8

      59.3

      (5.5)

      -9.3%

      EBITDA margin

      10.1%

      10.8%

      In 2024, Reworld Media recorded consolidated revenue of €534.7 million, a slight decrease of 2.7% compared to 2023. After a stable first half (-0.9%), the decline in revenue was more pronounced in the second half (-4.4%), penalised by a market slowdown that was particularly pronounced in the fourth quarter, which usually represents the highest level of BtoB activity for the year.

      In 2024, Reworld Media posted a consolidated EBITDA11 of €53.8 million, down €5.5 million (-9.3%), for an EBITDA margin of 10.1%, close to that of the previous financial year (2023: 10.8%). This performance includes a notable improvement between the first and second halves (H1: 8.6% | H2: 11.5%).

    3. ‌Consolidated balance sheet and cash flow statement

      Consolidated balance sheet

      In €m

      31/12/2024

      31/12/2023

      Change (€m)

      Fixed assets

      373.4

      365.8 7.6

      Deferred tax assets

      9.5

      11.1

      (1.6)

      Current assets

      168.7

      189.6

      (20.9)

      Treasury shares

      0.3

      12.2

      (11.9)

      Cash and cash equivalents

      86.7

      85.6

      1.1

      Assets

      638.5

      664.2

      (25.7)

      Equity, Group share

      212.8

      201.7

      11.1

      Minority interests

      20.4

      17.2

      3.2

      Provisions

      18.3

      18.5

      (0.2)

      Financial debts

      188.4

      205.8

      (17.5)

      Current liabilities

      198.7

      220.9

      (22.3)

      Liabilities

      638.5

      664.2

      (25.6)

      Net debt

      101.7

      120.3

      (18.6)

      Net debt / EBITDA (x)

      1.9x

      2.0x

      Gearing (%)

      44%

      55%

      As at 31 December 2024, the Group had a solid financial situation, with equity increasing to €233.2 million (31/12/2023: €218.9 million) and cash excluding treasury shares up slightly to €86.7 million) (+€1.1 million) vs. 2023). The Group is actively continuing to reduce its debt: gross financial debt has fallen to €188.4 million (vs. €205.8 million at 31/12/2023) while net debt stood at

      €101.7 million (vs. €120.3 million as at 31/12/2023), i.e. a net debt ratio of 1.9x EBITDA11, representing 44% of equity (2023: 55%).

      Cash flow

      In €m

      31/12/2024

      31/12/2023

      Change (€m)

      EBITDA11

      53.8

      59.3

      (5.5)

      Operating cash flow effect

      (1.5)

      (18.1)

      16.6

      Operating cash flow

      52.3

      41.2

      11.2

      Corporation tax

      (3.6)

      (6.8)

      3.2

      Exceptional cash effect

      (10.3)

      (12.9)

      2.6

      Cash flow from operating activities

      38.5

      21.5

      17.0

      Cash flow from investing activities

      (10.3)

      (10.2)

      (0.1)

      Free cash flow

      28.2

      11.3

      16.9

      Financing

      (25.3)

      (22.1)

      (3.2)

      Changes in consolidation scope

      (2.0)

      (9.9)

      7.9

      Cash flow from financing activities

      (27.3)

      (32.0)

      4.7

      Change in cash assets

      0.9

      (20.7)

      21.6

      Impact of exchange rate changes

      0.2

      0.1

      0.1

      Opening cash position

      85.6

      106.1

      Closing cash position

      86.7

      85.6

      The Group had cash assets excluding treasury shares of €86.7 million at 31 December 2024, up €1.1 million. Operating cash flow amounted to €52.3 million (vs. €41.2 million in 2023), while free cash flow reached €28.2 million, more than double the 2023 figure (€11.3 million).

      Cash flow from financing activities comprises negative cash flow from financing activities of -€25.3 million, corresponding mainly to repayments of capital and interest and the drawdown on a bank credit line, and negative cash flow of -€2.0 million related to acquisitions made by the Group during the year or previous financial years.

    4. ‌Recent developments and outlook

      In 2025, Reworld Media is looking forward with confidence to a proven, digital and replicable business model, built on solid proprietary assets (content, brands, technologies) and a healthy balance sheet. The Group is ready to capture the structural growth of the digital communications market, expected to expand by 8.2% in 2025, in a more favourable macroeconomic context (inflation controlled at 1.6% according to the Banque de France, growth in the communications market expected to be +0.5%).

      The Group is pursuing a rigorous execution strategy, combining targeted organic growth and selective acquisitions, with

      the priorities of developing the social, video and performance levers, rolling out its business model internationally, and accelerating growth in the highest-potential segments.

      Its comprehensive, scalable and high-potential digital offering and its international presence are growth levers that are ready to be activated. The Group also reaffirms its CSR and technological commitment, with an active investment policy in innovation, notably through its Tradedoubler platform, whose net capitalised research and development expenditure amounted to €2.68 million as of 31 December 202415.

      ‌15 The net amount of capitalised research and development relates solely to the Tradedoubler sub-group. At 31 December 2024, it amounted to

      €2,681,000.

  2. ‌Results of the parent company Reworld Media

    1. ‌Financial position and results for the financial year

      Reworld Media SA is the parent company of the Group, a management holding company that incurs, on behalf of its subsidiaries, cross-cutting structural costs that are re-invoiced to them.

      The financial statements presented were drawn up in the same manner and using the same methods as in previous years. A summary of the financial statements for the previous year is provided for comparative purposes.

      For the financial year ended 31 December 2024, revenue

      amounted to €14,030,769 compared with revenue of

      €17,473,627 for the previous financial year.

      Operating expenses for the financial year amounted to €7,056,656 compared with €13,143,255 for the previous financial year.

      Operating income amounted to €6,995,543 compared with a result of €4,410,813 for the previous financial year.

      As to current income before tax, taking into account the negative balance of €42,223,273 in financial income and expenses, amounted to €4,772,270 compared to €21,608,054 in the previous financial year.

      After taking into account a negative exceptional result of

      €1,492,294 and tax consolidation income of €5,638,698, the

      financial year ended 31 December 2024 showed a profit of

      €8,918,674 compared with €23,386,127 for the previous year. As at 31 December 2024, Reworld Media SA had available cash of €63,225,898 and positive equity of €105,237,979. Financial debts amounted to €187,889,483 at 31 December 2024.

    2. ‌Information on payment terms

      In application of the provisions of the French Commercial Code, the following is a breakdown of the payment terms for suppliers and customers, showing invoices received and issued that have not been paid by the closing date of the financial year and for which the term has expired:

      Invoices received

      Article D. 441 I, 1° of the Commercial Code: Invoices received but not paid at the closing date of the financial year

      for which the due date has expired

      1 to

      30 days

      31 to

      60 days

      61 to

      90 days

      91 days or more

      Total (1 day or more)

      (A) Late payment tranches

      Number of invoices concerned

      30

      Total amount of invoices concerned (incl. taxes)

      €98,853

      €5,484

      €112,153

      €216,490

      Percentage of total purchases for the year (incl. taxes)

      1.04%

      0.06%

      1.18%

      2.28%

      Percentage of turnover for the year

      1. Invoices excluded from (A) relating to unrecorded disputed payables and receivables

        Number of invoices excluded 0 Total amount of excluded invoices (incl. taxes) 0

      2. Reference payment terms used (contractual or statutory term - Article L 441-6 or Article L 441-3 of the French Commercial Code)

      Payment period used for the calculation of late Legal period

      payments

      Invoices issued

      Article D. 441 I, 2° of the Commercial Code: Invoices issued but not paid at the closing date of the financial year

      for which the due date has expired

      1 to

      30 days

      31 to

      60 days

      61 to

      90 days

      91 days or more

      Total (1 day or more)

      (A) Late payment tranches

      Number of invoices concerned

      31

      Total amount of invoices concerned (incl. taxes)

      €27,589

      €29,590

      €27,589

      €830,806

      €915,574

      Percentage of total purchases for the year (incl. taxes)

      Percentage of turnover for the year (incl. taxes)

      0.16%

      0.17%

      0.16%

      4.84%

      5.34%

      1. Invoices excluded from (A) relating to unrecorded disputed payables and receivables

        Number of invoices excluded 0 Total amount of excluded invoices (incl. taxes) 0

      2. Reference payment terms used (contractual or statutory term - Article L 441-6 or Article L 441-3 of the French Commercial Code)

      Payment period used for the calculation of late Legal period

      payments

    3. ‌Non-essential expenses

      In accordance with Article 223 quater of the French General Tax Code, no expenses, sumptuary expenses or excess depreciation were recorded during the year.

    4. ‌Statutory auditors

      At the Company's general meeting of 9 June 2020, the firm Deloitte & Associés was reappointed as joint statutory auditors of Reworld Media for a term of 6 (six) financial years, i.e. until the end of the meeting called to approve the financial statements for the year ending 31 December 2025.

      At the Company's general meeting of 9 June 2020, the firm BCRH & Associés was appointed as joint statutory auditors of the Company for a term of 6 (six) financial years, i.e. until the end of the meeting called to approve the financial statements for the year ending 31 December 2025.

    5. ‌Results over the last five financial years

Company: Reworld Media SA

Financial year from 1 January 2024 to 31 December 2024

In euros

from 01/01/2024

to 31/12/2024

from 01/01/2023

to 31/12/2023

from from

01/01/2022 01/01/2021

to to

31/12/2022 31/12/2021

from 01/01/2020

to 31/12/2020

Capital at year-end

Share capital

1,138,308

1,132,308

1,130,455

1,109,673

1,087,245

Number of existing ordinary shares

56,915,410

56,615,410

56,522,759

55,483,666

54,362,238

Number of preferential dividend shares (non-voting) in issue

Number of preference shares (non-voting)

Maximum number of shares to be created:

By conversion of bonds

By allocation of free shares

4,378,500

4,743,500

2,087,037

1,126,130

3,650,802

By exercise of subscription rights

1,296,756

Operations and results for the year

Turnover excluding taxes

14,030,769

17,473,627

10,146,205

8,857,517

4,828,600

Profit before tax, employee profit-sharing and depreciation, impairment and provisions

15,510,833

21,146,245

3,889,346

3,114,610

(2,333,801)

Corporate income tax

165,034

(4,126,107)

(9,797,077)

(7,462,676)

Employee profit-sharing payable for the year

Profit after tax, employee profit-sharing and depreciation, impairment and provisions

8,918,674

23,386,127

2,891,746

4,016,517

(835,289)

Earnings per share

Profit after tax, employee profit-sharing and before depreciation, amortisation, impairment and provisions

0.273

0.374

0.069

0.056

(0.043)

Profit after tax, employee profit-sharing and depreciation, impairment and provisions

0.157

0.413

0.051

0.072

(0.015)

Dividend allocated to each share

Staff

Average number of employees

-

-

-

-

-

Total payroll

-

-

-

-

150,000

Amount paid for social benefits (social security, social works, etc.)

-

-

-

2,150,978

84,480

3

‌RISKS AND INTERNAL CONTROL
  1. Risks related to the external environment 26

  2. Operational risks 27

  3. Financial and legal risks 28

  4. Non-financial risks 29

  5. Internal controls and risk management procedures 30

  1. ‌Risks related to the external environment

    Dependence on the advertising market

    The Group is exposed to developments in the communications market, and consequently in the advertising market, insofar as the revenue of its BtoB division is derived mainly from the monetisation of its audiences and those of its clients.

    The development of the advertising market, both cyclical and volatile, is closely tied to economic and geopolitical conditions. In addition, it is also subject to the trade-offs made by companies between the different communication solutions, the different media (television, radio, press, Internet, mobile, events, etc.) and the different players. A continued decline

    in advertising revenues in France could weigh on the profitability of the BtoB division in the short and medium terms.

    The communication market in France reached nearly €36 billion

    in 2024, reflecting growth of 5.0%16 compared to 2023.

    The digitalisation of communication levers continues. The digital market recorded growth of 9.0%, bringing the share of digital in the overall communication market to 29%.

    In this context, the Group continued in 2024 to diversify its sources of revenue and to develop communication solutions mainly centred on digital, combining branding and performance offerings.

    Competition

    Digital activities

    By exploiting its digital brands, the Group competes with a large number of players that put market a diversified digital offering.

    In a context of rapid change, marked by transformational developments in access technologies (ADSL, optical fibre, Wi-Fi, 4G/5G) and terminals (smartphones, tablets, connected TV), the constant increase in the equipment rate in France as well as the development of new consumer behaviours, the competitive intensity of the digital market is expected to continue to grow in the years to come.

    The unprecedented context created by the health crisis in 2020 has accelerated the digitisation of everyday life, further intensifying Internet use, whether for information, entertainment, consumption or, of course, communication. In 2024, according to Médiamétrie's press release "L'Année Internet 2024" [The Internet Year 2024], more than 48.5 million French people use the internet every day, which represents a 7% increase compared to 2019. The data also shows that the French now spend an average of 2 hours and 40 minutes online per day (up 27% from 2019). For those aged 15-24, the time spent on-line was almost twice as high, reaching 4 hours 21 minutes on average (up 23%

    from 2019), including 2 hours 35 minutes on social media (60% of their total time spent online).

    In a context where the MANGAM (Meta, Amazon, Netflix, Google, Apple and Microsoft) continue to capture a large proportion of advertising investments, players like the Reworld Media Group must innovate in their offers and provide alternative solutions that are increasingly diversified.

    In addition, the structural dynamism of the digital communications market also encourages the arrival of new entrants.

    Such intense competition could prompt Reworld Media to make new investments to keep up its competitiveness and to invest in the most effective levers, which could in turn weigh on the profitability of the BtoB Division in the short and medium term.

    In addition to the reputation of the brands and the quality of the content and services offered, the audience levels scored by Reworld Media Group's websites and mobile applications depends in particular on their referencing in search engines and on the social media, as well as the audience measurement methods, which can differ from player to player (Médiamétrie// Netratings, ACPM) and be subject to change.

    Audiovisual production activities

    In a context where advertisers are aiming more and more to communicate through the production of own content, competition has increased in the audiovisual production segment.

    This is evidenced by the consolidation operations in this sector, where players are making numerous acquisitions aimed at achieving critical size or maximum coverage of the sector.

    This competition could lead the Group to dedicate significant time and expenditure to potential customers that might

    ‌16 The advertising and communication market 2024 and forecasts for 2025, BUMP.

    ultimately not select it. The Group cannot rule out the possibility that other players, some of whom have greater financial capacity, will compete with it on a large number of projects and/or offerings. Heightened competition could in particular reduce the number of contracts signed, minimise the profitability of these contracts or prevent the Reworld Media Group

    from securing the optimal conditions desired. The Group has not implemented any specific means for managing this risk.

    Change in cookie management policy for different browsers

    For several years now, different browser manufacturers have been making changes to their cookie management policies. Safari, Apple's browser, has been the most aggressive in implementing these changes, while Google has once again postponed the phase-out of cookies on its Chrome browser.

    The Group is closely following all market initiatives:

    • Those linked to IDs: after testing five different solutions, in January 2024 the Group announced a partnership with Utiq (a joint venture of the main European telecommunications operators), which offers publishers and advertisers a powerful unique identifier solution;

    • Those proposed by Google (Google Sandbox);

    • Those based on the contextual principle: the Group is a pioneer in contextual segmentation, a solution that has gained market consensus as one of the most attractive alternatives to cookies.

    The Group also has a large number of data first parties (email). This limits the impact of a change in policy on cookies and

    makes it possible to target individuals through another communication channel.

    It should also be noted that the Group enjoys a special position in France that gives it a significant competitive advantage: it has a very large audience all the while being segmented. The Group's websites cover hundreds of editorial themes, all of which are geared towards consumer issues, enabling precise and effective contextual targeting.

    Finally, the Group is exploring a number of partnerships with retail entities. The aim of these partnerships is to collect and exploit so-called "transactional" data, which does not rely on cookies and enables targeting based on purchasing behaviour. In January 2024, the Group acquired Trygr, an advertising technology company with expertise in retail media, and is looking into the possibility of exploiting the transactional data from Tradedoubler, its affiliation platform.

  2. ‌Operational risks

    Loss of an asset necessary to the Group's operation

    The Group does not own the entirety of the assets needed to operate its business. For example, it does not own the premises it occupies. Any exceptional event that might cause the sites to be unavailable or inaccessible could paralyse part of the Reworld Media Group's activities and would have an adverse effect on its activities, results, financial position and ability to achieve its objectives. The Group has not implemented any specific means for managing this risk.

    Malfunctioning of software and technical equipment in the production chain

    The performance-based BtoB activities, notably in affiliate marketing, influencer marketing, and lead generation, are run on proprietary technologies developed by in-house engineering teams. The malfunction of a technical platform could have a negative impact on these activities and their results.

    In addition, the audiovisual production activity also relies on technical tools (production studios, recording studios, final

    control room, storage servers, internal and external broadband links).

    The failure of certain equipment could interrupt the digital and audiovisual production activity and could therefore have a negative impact on the Group's business, results, financial situation and ability to achieve its objectives. The Group has not implemented any specific means for managing this risk.

    IT security

    Faulty IT security (cyber-attacks, data loss, information discontinuity) could significantly disrupt the Group's activities and could have a negative impact on its results. In order to preserve the security of information systems, the Group has

    formally set out rules governing the use of the IT resources and tools which it makes available to its employees. The security policy is reviewed regularly in order to prevent any IT risk.

    Due to its capacity as content publisher

    As a content publisher, the Group is in particular subject to the provisions of the Law of 29 July 1881 on the freedom of the press and could be held liable for the content published, if it were deemed to be inaccurate, illegal or unlawful. It is furthermore subject to the applicable legislation on intellectual property, defamation, image rights and privacy.

    The Group makes every effort to comply with all legislative and regulatory provisions. To date, it has never been implicated in

    any significant way in its capacity as a content publisher. The increasing visibility of its content, brought about by its growing audience, increases its exposure to potential litigation, which could have an adverse effect on its business, revenue and profitability. The Group has not implemented any specific means for managing this risk.

    Dependence on management and key personnel

    The Group's success is tied to the quality of its editorial, marketing, sales and technical teams, but also to its management team, and in particular to the personalities of Pascal Chevalier and Gautier Normand, respectively Chairman and Chief Executive Officer.

    The departure of one or more key managers could have a significant negative impact. Free shares have been allocated to both these executives in order to limit this risk.

    The future success of the Group depends, among other things, on its ability to retain and motivate its key employees, although the Group cannot systematically guarantee this. The loss of one or more key employees could therefore have a significant negative effect on the Group's revenue, results, financial situation and ability to achieve its objectives. A free share programme for certain employees, excluding corporate officers, has been put in place to contain this risk.

  3. ‌Financial and legal risks

    Interest rate

    The Group has set up interest rate hedging instruments with the objective of reducing its sensitivity to interest rate fluctuations. As part of the financing carried out in 2019, a first hedging instrument was put in place with a 6.5-year horizon, with a cap rate of 0%. In 2022, the Group subscribed to a second financial hedging instrument as part of the debt restructuring related to the acquisition of Unify. This hedge, which is complementary to the pre-existing hedge, was put in place over a four-year period and is a cap with a ceiling rate of 1.5%.

    Exchange rate

    Most of the Group's revenue and expenses are stated in euros. The Group's financial statements are nonetheless sensitive to variations in exchange rates when consolidating its foreign subsidiaries outside the euro zone. The Group does not currently use any currency hedging instruments. Significant changes in the euro/SEK, euro/£ or euro/Zloti exchange rate could affect the Group's activities, results or outlook.

    Intellectual property rights

    The Group holds intellectual and industrial property rights over the trademarks it uses in the course of its activities, with the exception of certain trademarks for which it holds a licence.

    However, the Group cannot be certain that the actions undertaken in France, Europe and worldwide to protect its intangible assets will be effective or that third parties will not infringe

    on or misappropriate its intellectual property rights. Any infringement or misappropriation of the Reworld Media Group's trademarks, logos or domain names could have an adverse effect on the Group's business, results, financial position or ability to achieve its objectives.

    Due to the application of the European Regulation and the Directive of 27 April 2016 more commonly known as the General Data Protection Regulation (GDPR)

    Since 25 May 2018, the date of entry into effect of the GDPR and Law No. 78-17 of 6 January 1978 in its current version, the Reworld Media Group has undertaken its compliance to meet the new obligations arising from the GDPR and Law No. 78-17 of 6 January 1978 as amended into domestic law.

    The Group has enlisted expert assistance since the GDPR came into force on 25 May 2018 and continues to maintain the highest level of compliance with the various processing operations carried out in the course of its business and within its teams.

    The GDPR is aimed in particular at ensuring respect for the rights of data subjects regarding the use of their personal data, their collection, their processing, their storage/hosting, their security and their deletion. This regulation requires compliance with a formal procedure to ensure that its French and

    international partners comply with the rights and obligations of the GDPR and the protection of personal data in each partnership involving processing within the meaning of the GDPR.

    The Group has made compliance with the GDPR a requirement for its partners, whether they are located on the French market or internationally. These partners must demonstrate a particular awareness of these issues and technical and organisational measures adapted to the processing of personal data in order to ensure confidentiality and security.

    In addition, the Group remains attentive to the various communications and publications of digital players in France (the French Data Protection Commission) and in Europe (the CEPD) on the subject.

  4. ‌Non-financial risks

    In 2024, the Group conducted a double materiality analysis in order to comply with the Corporate Sustainability Reporting Directive (CSRD). This approach makes it possible to identify ESG risks and opportunities with a potential impact on the Group's economic performance (financial materiality) as well as on society and the environment (impact materiality). Unlike a traditional risk analysis, it incorporates non-financial and regulatory issues. This global approach aims to anticipate strategic challenges and strengthen the Group's resilience. Below are the main non-financial risks identified by this analysis.

    Climate change

    Energy

    The Group is exposed to the risk of an increase in the price of energy, which could have an impact on the paper production chain, the operation of printing works, magazine distribution and the power supply to its premises. If a very significant increase were to occur, it could lead to a rise in the Group's operating costs, which could affect its profitability.

    Use of resources and circular economy

    Waste

    A sharp rise in the price of consumables essential to the Group's business (paper, ink, packaging), or an increase in the cost of managing end-of-life products under the extended producer responsibility scheme, could lead to an increase in operating costs, which could affect the Group's margins.

    Working conditions

    Job security

    Difficulties in retaining the Group's key talent could lead to a potential loss of strategic skills. A high turnover rate could weaken internal expertise and affect the Group's overall performance.

    Work-life balance

    Working conditions that are perceived as unsuitable may represent a reputational risk, affecting the Group's employer brand and its attractiveness on the labour market, making it more difficult to recruit and retain talent.

    Health and safety

    The development of psycho-social risks linked to workload, stress associated with the adoption of new technologies, or the speed of internal transformations (in particular through external growth), could have an impact on team productivity.

    Moreover, business travel, particularly for commercial roles, can expose certain employees based in regional locations to a higher risk of road accidents, raising important safety and prevention issues.

    Social dialogue

    Internal industrial unrest or unrest within the value chain could arise in the event of changes to the business model, new acquisitions or political/regulatory changes affecting the Group's business.

    Equal treatment and equal opportunities

    Training and skills development

    A gap between the skills available and developments in the sector, particularly in terms of technologies and diversification of business models, could limit the Group's agility and competitiveness.

    3

STATEMENT OF NON-FINANCIAL PERFORMANCE

Impact of consumer and end-user information

Protection of privacy

Inadequate management or leakage of personal data could damage the Group's reputation and undermine customer confidence.

Access to (quality) information

The rise of digital platforms (streaming, social networks, etc.) presents a risk of audience dilution, which could lead to a fall in revenues and weaken the Group's position in its markets.

Social inclusion of consumers and end users

Responsible marketing practices

Increased competition from major digital platforms, changes in referencing practices, the exploitation of the Group's proprietary content via generative AI, and changes in regulations on neighbouring rights could affect the Group's sources of revenue and consequently its profitability.

For further details, see section 4.2 Analysis of double materiality.

  1. ‌Internal controls and risk management procedures

    Definition and objectives of internal controls

    Risk management is a dynamic system defined and implemented under the responsibility of Reworld Media by operational, financial and legal managers from the Group's various management services, using a set of resources, procedures, behaviours and actions to provide reasonable assurance that the Group's objectives are being achieved. The objectives of internal controls and risk management are as follows:

    • to promote the achievement of the Group's objectives by ensuring that the instructions and guidelines set out in the strategic vision of executive management are applied;

    • to ensure that the values of the Group and its brands are respected and preserved;

    • to mobilise the Group's employees around a shared vision of the challenges and risks associated with the Group's business;

    • to ensure that all the Group's procedures operate smoothly and are complied with;

    • to ensure the reliability of accounting, financial and management data communicated to the operational divisions, executive management, the Board of Directors and shareholders;

    • to ensure that behaviour, actions and transactions comply with the framework defined by the Group's internal standards and rules and by the laws and regulations in force;

    • to prevent and detect any errors or irregularities.

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