EURONEXT_Registration_Document_2017

FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

The assets and liabilities recognised as a result of the acquisition are as follows:

FAIR VALUE

In thousands of euros

Assets Property, plant and equipment Intangible assets: brand names Intangible assets: customer relations Intangible assets: software platform Trade and other receivables Cash and cash equivalents Liabilities Deferred tax liabilities Trade and other payables Net identifiable assets acquired Less: non-controlling interest

103

1,243

20,349

3,549

725

2,704

(6,285) (1,502) 20,886 (8,354) 19,594 32,126

Add: Goodwill

TOTAL PURCHASE CONSIDERATION

Non-controlling Interest The Group has chosen to recognise the non-controlling interest at the proportionate share of the net assets acquired. As such, non- controlling interest on acquisition amounted to €8.4 million (40% of €20.9 million). Revenue and Profit Contribution From the date of the acquisition, iBabs B.V. has contributed €4.1 million of revenue and €0.8 million of net profit to the Group. If the acquisition would have occurred on 1 January 2017, consolidated revenue and profit for the year ended 31 December 2017 would have been €536.4 million and €242.1 million respectively.

The goodwill is primarily attributable to the expected synergies and other benefits from combining the assets and activities of iBabs B.V. with those of the Group. The goodwill is not deductible for income tax purposes. Acquired Receivables The fair value of trade and other receivables was €0.7 million and included €0.3 million of trade receivables, which is not materially different to the gross contractual amount. None of the trade receivables have been impaired and it is expected that the full contractual amounts can be collected.

Analysis of Cash flows on Acquisition

2017

In thousands of euros

Acquisition related costs

(298)

Included in cash flows from operating activities

(298)

6

Cash consideration

(30,106)

Less: Balances acquired

2,704

Included in cash flows from investing activities

(27,402) (27,700)

NET CASH FLOWON ACQUISITION

Acquisition Related Costs Acquisition related costs of €0.3 million have been expensed and are included in professional services in profit or loss. Related Transaction of 40% Minority Stake As from 1 January 2021, the Group has the right to acquire all of the shares held by the minority shareholders. This right to acquire the remaining 40% minority stake meets the definition of a derivative financial instrument. The exercise price of this call option is based on an EBITDA multiple which also is considered best proxy for fair market value. The value of this instrument is therefore zero at initial

recognition. The Group will continue to monitor this instrument over its lifetime and will recognise any future change in value through profit or loss. In addition, if the minority shares are sold to a third party, the Group has the obligation (or the right) to compensate (or to get compensated) for any variance between the price and a lower actual third party price offered.Whenever the value of the expected exercise price is lower than fair value, a negative value for the option will be recorded, for the part that relates to the ‘make-good’ condition.

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2017 REGISTRATION DOCUMENT