JUNGLE 21 S A : - Audited Report (2023 business year)

RESULTS & REPORTS

AUDITED REPORT (2023 BUSINESS YEAR)

COMMUNICATION OF FINANCIAL INFORMATION

FOR THE FISCAL YEAR 2023

BY JUNGLE

Madrid, on March 26th, 2024

JUNGLE21, S.A. (thereinafter, "Jungle", or the "Company"), pursuant to the provisions of article 17 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation), and article 61003/2 of Euronext Rule Book I, on ongoing obligations of companies listed on Euronext, hereby notifies to the market the following financial information for the fiscal year 2023:

I. Audit report and consolidated annual accounts of JUNGLE21, S.A. and subsidiaries companies for the year ended December 31, 2023 and consolidated performance report.

II. Audit report and individual annual accounts of JUNGLE21, S.A. for the fiscal year ended December 31, 2023.

The foregoing documentation is available to the market on the Company's website(www.wejungle.com/investors/ ).

Yours faithfully,

Mr. Agustín Vivancos CEO

JUNGLE21, S.A.

JUNGLE21, S.A. and subsidiaries

Consolidated Annual Accounts for the financial year 2023

Includes Audit Report on Consolidated Annual Accounts

Grant Thornton

Paseo de la Castellana, 81

28046 Madrid

T. [phone] F. [phone]www.GrantThornton.es

INDEPENDENT AUDITOR'S REPORT ON THE CONSOLIDATED ANNUAL ACCOUNTS

(Translation of a report and consolidated annual accounts originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles. In the event of a discrepancy, the Spanish-language version prevails)

To the shareholders of Jungle21, S.A.

Opinion

We have audited the consolidated annual accounts of Jungle21, S.A. (the Parent company) and its subsidiaries, (the Group), which comprise the consolidated balance sheet at 31 December 2023, the consolidated income statement, the consolidated statement of changes in equity, the consolidated statement of cash flows and the notes to the consolidated annual accounts for the year then ended.

In our opinion, the accompanying consolidated annual accounts present, in all material respects, a true and fair view of the consolidated equity and the consolidated financial position of the Group at 31

December 2023, and of the consolidated results of its operations and consolidated cash flows for the year then ended, in accordance with the applicable framework of financial reporting standards (which is identified in note 2a to the consolidated annual accounts) and, in particular, in compliance with the accounting principles and criteria contained in that framework.

Basis for opinion

We conducted our audit in accordance with the current Spanish standards for auditing accounts. Our responsibilities under those standards are further described in the Auditor´s responsibilities for the audit of the consolidated annual accounts section of our report.

We are independent of the Group in accordance with the ethical requirements, including those relating to independence, that are applicable to our audit of the consolidated annual accounts in Spain, as required by the regulations governing the auditing of accounts. In this regard, we have not provided any services different to the audit of accounts and no situations or circumstances have arisen that, based on the aforementioned regulations, might have affected the required independence in such a way that it could have been compromised.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Most relevant audit aspects

The most relevant audit aspects of the audit are those that, in our professional judgement, were considered as the most significant material misstatement risks in our audit of the consolidated annual accounts of the current period. These risks were addressed in the context of our audit of the consolidated annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these risks.

Miembro de Grant Thornton International Ltd

Barcelona · Bilbao · Castellón · Madrid · Murcia · Oviedo · Pamplona · Valencia · Zaragoza · Las Palmas

Grant Thornton, S.L.P., Sociedad Unipersonal, Paseo de la Castellana, 81, 11ª - 28046 Madrid, CIF B-08914830, inscrita en el RM de Madrid, T. 36.652, F. 159, H. M-657.409, inscripción 36ª y en el ROAC nº S0231

Revenue recognition

As mentioned in note 1, the Group derives its revenues mainly from advertising activities. In accordance with the applicable financial reporting framework and as disclosed in note 3.p to the consolidated financial statements, the total transaction price of a contract is allocated to the various performance obligations on the basis of their relative stand-alone selling prices. The transaction price of a contract excludes any amounts collected on behalf of third parties. Revenue is recognised over time when (or as) the Group satisfies the performance obligations by transferring the promised services to its customers. Given the significant nature of the timing of revenue recognition, we consider this to be the most significant risk of material misstatement in relation to revenue.

Our key audit procedures at year-end 2023 included, among other things, obtaining an understanding of management's established revenue recognition policies and procedures, substantive testing of the revenue recognition process by obtaining external confirmations for a sample of outstanding customers and performing, where appropriate, alternative verification procedures using subsequent proof of collection or supporting sales documentation. In addition, based on a sample of invoices close to both year-end and the beginning of the following year, we have verified the correct recognition of the revenue in the appropriate period. Finally, we have assessed whether the information disclosed in the consolidated financial statements complies with the requirements of the applicable financial reporting framework.

Subsequent valuation of goodwill in consolidation

As stated in note 5 to the accompanying consolidated annual accounts, the Group has recognised under "Goodwill on Consolidation" in the consolidated balance sheet an amount of Euros 2.107 thousand relating to the positive differences arising between the carrying amount of the investment and the value attributed to this investment of the fair value of the assets acquired and liabilities assumed of certain companies acquired by the Parent Company and included in the consolidation. The estimate of the recoverable amount of these assets requires the exercise of judgement by the directors of the parent company, which has been based on a valuation performed by the management of the parent company using valuation techniques, the calculation of which also requires the application of judgement. Because of the inherent uncertainty in these estimates, we consider this matter to be one of the most significant aspects of the audit.

Our audit procedures included, among other things, an understanding of the process followed by the Group to obtain the information on which the recoverable amount was based, an assessment of the impairment indicators and the methodology and assumptions used in estimating the recoverable amount, comparing the information contained in the business plans with the Group's own known historical experience. We have also assessed, involving our valuation specialists where necessary, the reasonableness of the valuation model and of the main assumptions and data used in the estimation of recoverable amount. In addition, we have assessed whether the information disclosed in the consolidated financial statements is adequate in relation to the requirements of the applicable financial reporting framework.

Other information: Consolidated directors' report

The other information comprises only the consolidated management report for the 2023 financial year, the preparation of which is the responsibility of the Parent Company's directors and does not form an integral part of the consolidated financial statements.

Our audit opinion on the consolidated financial statements does not cover the consolidated management report. Our responsibility for the consolidated management report, as required by the regulations governing the audit activity, is to evaluate and report on the consistency of the consolidated management report with the consolidated financial statements, based on our knowledge of the entity obtained from the audit of those financial statements, and to evaluate and report on whether the content and presentation of the management report are in accordance with the applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to report them.

Based on the work performed, as described in the preceding paragraph, the information contained in the consolidated management report is consistent with that in the consolidated financial statements for the year 2023 and its content and presentation are in accordance with the applicable standards.

Responsibility of the directors of the Parent company for the consolidated annual accounts

The directors of the Parent company are responsible for the preparation of the accompanying consolidated annual accounts, so that they show a true and fair view of the consolidated equity, the consolidated financial position and the consolidated results of the Group, in accordance with the framework of financial reporting standards applicable to the Group in Spain and for such internal control that they consider necessary to enable the preparation of consolidated annual accounts that are free from material misstatements, whether due to fraud or error.

In preparing the consolidated annual accounts, the directors of the Parent company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors of the Parent company either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor´s responsibilities for the audit of the consolidated annual accounts

Our objectives are to obtain reasonable assurance about whether the consolidated annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the current Spanish regulations for auditing accounts will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual accounts.

As part of an audit in accordance with current Spanish regulations for auditing accounts, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• • Identify and assess the risks of material misstatement in the consolidated annual accounts, whether due to fraud or error, design and perform audit procedures to respond to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

• • Evaluate the appropriateness of the accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors of the Parent company.

• • Conclude on the appropriateness of the directors of the Parent company's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention to this in our auditor's report to the related disclosures in the consolidated annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.

  However, future events or conditions may cause the Group to cease to continue as a going concern.

• • Evaluate the overall presentation, structure and content of the consolidated annual accounts, including the disclosures, and whether the consolidated accounts represent the underlying transactions and events in a manner that achieves a true and fair view.

• • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated annual accounts.

  We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the directors of the Parent company regarding, among other matters, the planned scope and timing of the audit and the significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the significant risks communicated to the directors of the Parent company, we determine those risks that were of most significance in the audit of the consolidated annual accounts of the current period and are, therefore, the risks considered most significant.

We describe these risks in our auditor's report unless law or regulation precludes public disclosure about the matter.

Consolidated Management Report

• 1. Evolution of the business and position of the company

  Financial year 2023 closes with a total revenue of €24.7 million, of which €18.1 million corresponds to the Gross Margin, the measure used by the company as a reference for its management. Gross Margin is calculated by deducting the cost of sales for third party expenses from total revenues.

  The pre-tax profit was €3.3 million, and the after-tax profit was €2.4 million.

  In general terms, 2023 has been a year of consolidation, growth in several key areas and preparation for the future. Turnover has increased by 52% compared to 2022, and the consolidated EBITDA has increased significantly (132%) due to the Group's expense control policies.

  Our organic growth in Gross Margin has reached 61%, due to the Group's continued focus on recurring customers, which has been a constant priority over the years and the sustainable increase generated by the incorporation of new clients and projects.

  Creativity still represents our most valuable asset. In this regard, 2023 has been an excellent year for the Jungle Group, consolidating PS21 as a leading brand in Spain, and obtaining the Best Agency award from Eficacia Awards for the second consecutive year. These awards - possibly the most relevant in our industry from an advertiser and brand standpoint - show that well-applied creativity has the ability to generate value, business opportunities and sustainable growth for companies. In addition, with these same awards, MeMe won third place in the Best Agency category, being 2023 the first year in which it competes.

  In September 2023, JUNGLE opened new offices in Barcelona's @22 technology district. This expansion provides us with the opportunity to strengthen our presence in Catalonia and promote collaboration and synergies among the teams of our different companies there. These new facilities will allow us to be closer to our clients in the region and will contribute to our continued development and success in the Catalan market.

  In relation to our ESG strategy, in 2023 we continue being certified as a B-Corp company. This certification ensures that the Group is part of a global community of business leaders who drive business forward as a positive force for the common good. This achievement reflects the Jungle Group's strong commitment to sustainability, corporate responsibility and creating a positive impact on all aspects of our operation.

• 2. Results and evolution of the company

Growth in 2023 is primarily due to the following factors:

a. Consolidation of processes and implementation of commercial strategies employed to increase the financial and operating performance of the companies acquired before the start of 2023 (+61% Gross Margin between 2022 and 2023).

b. Consolidation and increased business from long-term clients, by cross-selling products, better identifying opportunities, positioning through competitive differentiation and offering services of higher value perceived by the customer.

Operating staff expenses (eliminating board expenses and redundancy payments) have increased +44% in line with our decision to increase employee knowledge and create recruitment processes to attract and retain top talent in key areas. Management believes that those investments will deliver long-term economic benefits by allowing it to better capitalise on market opportunities and distinguish itself from the competition.

Overhead operating expenses (eliminating extraordinary expenses) have increased by 41%, due to (i) an increase in the Group's overall operating activity, and (ii) higher inflation rates that have been reflected in the prices of certain suppliers.

Considering the operating EBITDA (EBIDTA without taking into account the amount of redundancy payments, extraordinary expenses and variable remunerations), has grown to €5,292,460 (€2,279,092 in 2022) and net profit has increased to €2,376,495 compared to €253,529 in 2022.

The profitability of EBITDA stands at 29% (20% in 2022) and the net result is 13% relative to net income (1% in 2022). In the net result, in addition to what has already been mentioned in the personnel expenses and general expenses that affect the result, it has been influenced by (i) an increase in amortisations for investments in fixed assets and M&As (goodwill amortised over 10 years), (ii) variation in the fair value of financial instruments and (iii) company tax payable.

On a Group level, the ambition is to continue to grow at the set pace and in 2024 continue to incorporate new lines of business for the Group, as well as to see our current clients grow.

The following tables show the summary operating account and the calculation of the recurring EBITDA for years 2022 and 2023:

BPE	2022	2023
Revenue (net MMFF)	16.136.614	24.717.552
Cost of good sales	4.912.841	6.612.307
Gross margin (net MMFF)	11.223.772	18.105.245
% / Revenue	70%	73%
Personal cost	7.380.143	10.613.549
Net margin	3.843.629	7.491.696
General Cost (net MMFF)	1.564.537	2.199.236
Total general, personel+general	8.944.680	12.812.785
EBITDA	2.279.092	5.292.460
% margin	20%	29%
Financial results	(651.393)	(143.576)
Extra results	(582.849)	(1.181.042)
PBTA	1.044.850	3.967.841
Amortizations	561.409	711.335
Tax	229.912	880.011
Net profit	253.529	2.376.495
ADJUSTED OPERATING EBITDA
Operation Profit and Loss	1.134.834	3.400.083
Amortisation on assets	561.409	711.335
Severance cost	48.830	144.181
Depreciation comercial	213.939	124.890
Tributes	14.591	15.456
Depreciation property, plant and equipment	97	25.351
Regularizations and others	(34.849)	(54.417)
Board expenses	123.314	185.413
Acquisition and set-up related expenses	216.927	740.167
Operating EBITDA	2.279.092	5.292.460
Pro-forma Adjustments	174.603	0
Operating EBITDA (pro-forma)	2.453.695	5.292.460

On the other hand, and understanding pro-forma as non-consolidated results prepared as if the Group and the acquired companies had existed in their entirety during the year and prepared in comparable terms without consolidation eliminations, the following tables show the reduced operating account and the calculation of recurrent EBITDA for the years 2022 and 2023, comparing the consolidated results with the pro-forma: