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Gamigo AG Hamburg Consolidated Financial Statements As of 31 December, 2016 Group Management Report for the Financial Year from 1 January to 31 December, 2016

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Gamigo AG Hamburg Consolidated Financial Statements As of 31 December, 2016 Group Management Report for the Financial Year from 1 January to 31 December, 2016 gamigo AG Hamburg Consolidated Financial Statements as of 31 December, 2016 Group Management Report for the financial year from 1 January to 31 December, 2016 Rödl & Partner GmbH auditing firm tax consulting company Kranhaus 1 Im Zollhafen 18 D-50678 Cologne Telephone +49 (2 21) 94 99 09-0 Telefax +49 (2 21) 94 99 09-900 E-mail [email protected] Internet www.roedl.de Table of contents 1. Group Management Report, Consolidated Financial Statements and Auditors' Report 1.1 Group management report for the financial year from 1 January to 31 December 2016 1.2 Consolidated balance sheet as of 31 December 2016 1.3 Consolidated statement of comprehensive income for the financial year from 1 January to 31 December 2016 1.4 Statement of changes in equity for the financial year from 1 January to 31 December 2016 1.5 Cash flow statement for the financial year from 1 January to 31 December 2016 1.6 Notes to the consolidated financial statements for the financial year from 1 January to 31 December 2016 2. General Terms of Engagement The gamigo Group, Hamburg Consolidated annual financial statement as of 31/12/2016 Annex 1.1 1. Group Management Report, Consolidated Financial Statements and Auditors' Report 1.1 Group management report for the financial year from 1 January to 31 December 2016 The gamigo Group, Hamburg Consolidated annual financial statement as of 31/12/2016 Group management report for the financial year from 1 January to 31 December 2016 I.Fundamentals of the gamigo group 2 A. Business operations and corporate structure 2 B. Business divisions and organisation 2 C. Objectives and strategies 6 D. Control system 6 E. Research and development 7 II.Economic report 8 A. Macroeconomic boundary conditions 8 B. Industry-related boundary conditions 10 C. Business development 14 D. Profit situations, net asset position and financial status 15 III.Supplementary report 18 IV.Forecast, opportunities and risk report 19 A. Forecast report 19 B. Forecast quality 19 C. Opportunities report 20 D. Risk report 21 1 The gamigo Group, Hamburg Consolidated annual financial statement as of 31/12/2016 I. Fundamentals of the gamigo Group A. Business operations and corporate structure The gamigo Group is one of the leading gaming companies in Europe and North America. gamigo was one of the first companies to discover the booming market segment of online games for itself and published as early as 2000 the first localised Massively Multiplayer Online Game (MMOG) entirely in German. More than 300 employees in Hamburg, Berlin, Cologne, Darmstadt, Münster (Germany), Chicago (USA) and Seoul (South Korea) support the Publishing (B2C) and Platform (B2B) divisions. In the publishing sector, the gamigo Group has a broad portfolio of free-to-play mobile and online games. With successful multiplayer online role-playing games such as Fiesta Online, Desert Operations, Shaiya, Aura Kingdom and Dragon's Prophet, gamigo has a loyal customer base of many years. In total, the gamigo Group has more than 100 million registered user accounts worldwide. The gamigo Group also has successful titles in the mobile games sector, such as Die Ratten and Goal 1, and is constantly expanding its existing games portfolio with new titles through the acquisition and licensing of new games. In the last three years, the takeovers of over 20 game assets, game portals and game publishers in particular have led to strong growth for the gamigo Group. In particular, the acquisition of Aeria Games GmbH in mid-2016 made a major contribution to this growth. The gamigo Group, which has its headquarters in Hamburg / Germany, is the parent company of the group. In this function, in addition to its own operational business, it also takes over central management and control functions from Hamburg for the Group companies. Through centralisation, the gamigo Group is able to exploit synergies within the investments and structure all business processes efficiently. B. Business divisions and organisation The gamigo Group's range of services, which is divided into the "Game Publishing" (B2C) and "Platform Services" (B2B) divisions, comprises B2C operations and the further development of online and mobile games (publishing) as well as the B2B Platform Services division with B2B media services for the marketing of games, B2B accounting services and other B2B platform services. The aim is to map B2C and B2B activities as closely as possible via a platform in order to achieve a strong focus and maximum economies of scale and efficiency effects. Game Publishing business division Online games are provided, supported and operated for end customers in the Game Publishing business division. The gamigo Group has a broad portfolio of online games, including casual games, roleplay games and strategy games. It markets its products and services worldwide, although the focus is on Europe and North America. In most cases, the games are licensed exclusively for certain regional territories. The so-called free-to-play Massively Multiplayer Online Games (MMOGs) account for the most 2 The gamigo Group, Hamburg Consolidated annual financial statement as of 31/12/2016 important share of turnover in the portfolio of the gamigo Group. Free-to-play means that the consumers fundamentally play free of charge but can acquire goods (so-called “items”) for a fee that increase the enjoyment of the game and/or facilitate faster successes, in particular through new equipment or new functions for the game characters. With the aid of this business model, the turnover has the potential for improved scaling as the customers usually do not just pay once but as the result of various incentives in the games are motivated to invest money in the games on a continuous basis and over a longer period of time. MMOG means that frequently several thousand players meet and interact with one another in an arena or server environment respectively. Due to the large number of co-players who play the game at diverse times and are frequently linked to one another through fixed games communities (so-called “guilds” or “clans”), in most cases, the users play a game over several months or even years. With the MMOGs, there is a technical difference between browser games (games are played in the browser online) and client games (games are first downloaded and the client is saved on the PC; during the game, players must be online in order to be able to communicate with one another via the games servers). In addition, the portfolio includes games that can be played on Facebook and/or mobile devices (iOS and Android). With this type of games, advertising inserts and videos are usually placed in addition to the chargeable goods. The gamigo Group has various games in the MMO sector, especially in the areas of anime and fantasy role-playing games, war games and shooters. The "casual games" also marketed by the gamigo Group are typically simpler games that are not played equally intensively and usually only over shorter time intervals (these include in particular games of thought, advice and skill). The gamigo Group also has a broad portfolio in this area. The gamigo Group currently offers around 25 MMOs and over 500 casual games. This also includes various older MMOs such as Fiesta Online and Shaiya, which have already been on the market for many years, and whose sales, if the games are well managed and marketed, generally show only a slight churn, but can also be brought back to growth with optimised marketing and improved game content. The launching of new games on the market constitutes a great risk because there are already lots of games and very many games continue to be launched every month. In order to reduce the risk of a lack of acceptance for the games offered on the market, the gamigo Group prefers to acquire games licences through the takeover of companies that offer games that are already established on the market and have a firm customer and turnover basis. In addition, the gamigo Group also acquires new games licences in individual cases. Here, the company strives to keep the risks low by usually only making low investments beforehand in licences and not increasing the marketing budgets until the new games meet certain minimum criteria, e.g. user numbers and turnover in the game. Because gamigo has grown strongly over the last few years and has a large registered customer base and a good reputation, gamigo is also offered ever more attractive licences. Games that have been launched or acquired and do not meet expectations are milked out or discontinued. In 2016, gamigo was also able to acquire the complete global IPs and development rights for relevant games titles and is now driving the development of these games further in-house. In addition to an improved cost efficiency, this also has the great advantage that the influence on the games development greatly increases and the games can be better optimised. 3 The gamigo Group, Hamburg Consolidated annual financial statement as of 31/12/2016 The gamigo Group has greatly driven its growth in the business division Game Publishing forward by means of market consolidation. Since 2014, gamigo has taken over a total of more than 20 assets and companies, the majority of which are in the publishing sector. The following companies and assets, among others, were taken over in the publishing sector: the INTENIUM GmbH (Corporation), the GameSpree GmbH (Corporation), the Piraya Mobile GmbH (Partial foundation, part acquisition of the remaining shares), the Fiesta Online Game Licence (first USA, later also the worldwide exclusive IPS, each as asset deals), the Infernum Games GmbH (Corporation), the Last Chaos Game Licence, the Looki Publishing GmbH (Corporation), the Playzo Games GmbH (Corporation, now Looki Assembly Studios GmbH), the Aeria Games GmbH (Corporation) and the game licence of Heroes and Puzzles (global exclusive licence, Asset Deal).
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