Annual Report 2019 KEY GROUP FIGURES

2019 1 2018 2017 2016

[EUR’000] [EUR’000] [EUR’000] [EUR’000]

Revenue 1,443,125 1,241,689 1,033,980 829,906 EBITDA 284,278 225,166 2 201,626 193,589 EBITDA margin 19.7% 18.1% 2 19.5% 23.3% EBIT 230,194 187,691 2 165,730 161,973 EBIT margin 16.0% 15.1% 2 16.0% 19.5%

Normalised EBITDA 286,489 228,061 2 204,741 194,451 Normalised EBIT before amortisation from purchase price allocation 242,928 202,552 2 181,542 174,060 Normalised EBITDA margin 19.9% 18.4% 2 19.8% 23.4% Normalised EBIT margin before amortisation from purchase price allocation 16.8% 16.3% 2 17.6% 21.0% Non-recurring items 3 2,211 2,896 3,115 861 Amortisation resulting from purchase price allocation 10,522 11,965 12,698 11,226

Earnings before tax (EBT) 224,018 192,904 170,792 155,475 Net income attributable to shareholders of CTS KGaA 132,900 118,504 112,808 94,560

[EUR] [EUR] [EUR] [EUR]

Earnings per share 4, undiluted (= diluted) 1.38 1.23 1.18 0.99

[Qty.] [Qty.] [Qty.] [Qty.]

Number of employees 5 3,202 3,063 3,020 2,384 Of which temporary (502) (473) (580) (427)

1 The Group applied IFRS 16 as of 1 January 2019 for the first time using the modified retrospective method. When applying this method, the comparative information for fiscal year 2018 will not be adjusted. Effect of IFRS 16: normalised EBITDA/EBITDA EUR +18,635 thousand, normalised EBIT before amortisation from purchase price allocation/EBIT EUR +870 thousand

2 With regard to the change in the disclosure of results from the sale of shares in subsidiaries, joint ventures and associated companies, see chapter 1.2 in the notes

3 Cf. page 37 for non-recurring items for the years 2019 and 2018

4 Number of shares: 96 million

5 Number of employees at end of year (active workforce)

CONTENT

1. LETTER TO THE SHAREHOLDERS 2

2. REPORT BY THE SUPERVISORY BOARD 6

3. CTS EVENTIM SHARES 10

4. CORPORATE GOVERNANCE REPORT OF CTS Eventim AG & Co. KGaA 12

5. COMBINED MANAGEMENT REPORT 14

1. Preliminary statements 14 2. Explanation of corporate and organisational structure of CTS KGaA 15 3. Business and macroenvironment 15 3.1 Business operations and corporate structure 15 3.2 Corporate management 23 3.3 Research and development 24 3.4 Overview of the course of business 25 4. CTS Group: Earnings performance, financial position and cash flow 33 4.1 Earnings performance 34 4.2 Financial position 44 4.3 Cash flow 52 5. CTS KGaA: Earnings performance, financial position and cash flow 55 5.1 Earnings performance 55 5.2 Financial position 58 5.3 Cash flow 62 6. Appropriation of earnings by CTS KGaA 63 7. Dependency report for CTS KGaA 64 8. Risk and opportunities report 64 8.1 Structure and operation of the risk management system 65 8.2 Major risk areas 67 8.3 Opportunity management 78 8.4 Assessment of the Group’s opportunities and risk exposure 80 9. Internal accounting control system 80 10. Report on expected future development 82 10.1 Future macroeconomic environment 82 10.2 Expected earnings performance 82 10.3 Expected cash flow 88 10.4 General assessment of the Group’s prospective development 88 11. Disclosures required under takeover law 89 12. Compensation report 92 13. Corporate Governance declaration 95

Content 6. CONSOLIDATED FINANCIAL STATEMENTS 2019 96

Consolidated balance sheet 96 Consolidated income statement 98 Consolidated statement of comprehensive income 99 Consolidated statement of changes in equity 100 Consolidated cash flow statement 101 Notes to the consolidated financial statements 103

7. AUDITOR’S REPORT FOR THE GROUP 190

8. FINANCIAL STATEMENTS OF CTS KGaA 2019 200

Balance sheet of CTS KGaA 200 Income statement of CTS KGaA 202 Notes to the financial statements for the 2019 financial year 203

9. AUDITOR’S REPORT FOR CTS KGaA 222

Forward-looking statements 230

Contact 233

Content 1. LETTER TO THE SHAREHOLDERS

Klaus-Peter Schulenberg Chief Exectutive Officer

Dear Sirs/Mesdames,

2019 was another record-breaking year – for CTS EVENTIM and equally for our shareholders. Our Group revenue rose by 16.2% to 1.4 billion Euro, and normalised EBITDA by 25.6% to 286.5 million Euro. Both these figures signify a new record in the company’s history. Thanks to your loyalty and a constantly high level of demand, the value of our shares has appreciated by more than 72% over the past year. The shares have also been relisted in the MDAX index.

The Ticketing and Live Entertainment segments have both shown very dynamic growth. Driven by continuing growth in online ticket sales, successful acquisition of content and technological optimisation, Ticketing revenue increased by 7.7% to 481.6 million Euro, and normalised EBITDA by 12.6% to 220.4 million Euro.

Achievements in 2019 included the launch of our new webshop, the digital backbone for most of our eCommerce activities at national and international level. Not only was the project completed within the planned timeframe – all the prior specifications in respect of performance and conversion rate improvement, for example, were also met or overa- chieved. The international rollout is well underway.

By acquiring a stake in France Billet, the leading operator on the French ticketing market, with the option to take a majority of shares after four years, CTS EVENTIM has significantly bolstered its position on one of Europe’s biggest live entertainment markets.

2 Letter to the shareholders With our high-revenue fanSALE platform for the secondary ticketing market, we have managed to give our customers a serious alternative that provides much more security to both buyers and sellers. Our services are frequently com- mended for their transparency and fairness. fanSALE was available in five countries in 2019, with others to follow.

Praise has again been lavished, also by the live events industry, on our efforts to continuously enhance the ticketing experience in the interest of artists, promoters and fans alike. CTS EVENTIM received the coveted Arthur Award, the most renowned of its kind in the global live entertainment industry and comparable in importance to the Hollywood Oscars, in the ‘Best Ticketing Provider’ category.

In the Live Entertainment segment, successful handling of major tours resulted in record performance figures. Revenue grew by 21.3% to reach 985.8 million Euro, while normalised EBITDA was up 104.9% at 66.1 million Euro in the 2019 reporting year.

In March 2019, to make our Live Entertainment segment even stronger, we pulled all our activities and investments together in a new and unified network called EVENTIM LIVE. Thanks to the pan-European network thus created, we are now able to give our performers even more comprehensive offers for international touring and to foster cooperation among promoters, including the resultant synergies.

The international expansion of our promoter network has continued unabated under the new EVENTIM LIVE brand. At the end of 2019 and the start of 2020, we acquired Barracuda Music (the Austrian tour and promoter), set up the Gadget Entertainment abc Entertainment Group in Switzerland and announced a partnership with Michael Cohl, the legendary US promoter based in New York.

Today, our network comprises 34 international and national promoters, who each year organise more than 40 festivals and around 6,000 live events attended by 12 million people in 15 countries.

Last year, these included the two biggest ever given by Ed Sheeran. On two successive evenings, around 200,000 fans flocked to the Hockenheimring in to hear the British singer-.

Elton John’s ‘Farewell Yellow Brick Road’ tour met with similar resonance and was no less successful. The tour will end