Lastminute com N : FY 2022 CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR’S OPINION

2022 Integrated Annual Report

A - About this report:

[A - Intro ]

NOTE ON PRESENTATION

The information disclosed in this annual report includes lastminute.com N.V. (hereinafter referred to as the "Company") and its subsidiaries (together referred to as "lastminute.com Group", the "Group" and individually as "Group entities").

The annual report, which ended 31 December 2022, was prepared following the International Financial Reporting Standards ('IFRS'), issued by the International Accounting Standards Board ('IASB'), as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code.

The designation IFRS also includes International Accounting Standards ('IAS') as well as all the interpretations of the International Financial Reporting Standards Interpretation Committee ('IFRS IC'), formerly the Standard Interpretations Committee ('SIC').

The Sustainability Report has been written following the GRI Sustainability Reporting Standards published in 2021 by the Global Reporting Initiative (GRI), "with reference to the GRI Standards". The choice of the GRI indicators disclosed in this document was made considering the importance of the various material topics that lastminute.com has identifed.

FORWARD-LOOKING STATEMENTS

The lastminute.com Group's annual report contains forward-looking statements that refect management's current view of future development. All statements other than statements of historical fact set forth in this annual report regarding lastminute.com Group's business strategy, such as future operations and businesses, management's plans and objectives, are forward-looking statements. In some cases, words such as 'may', 'will', 'expect', 'could', 'should', 'intend', 'estimate', 'anticipate', 'believe', 'outlook', 'continue', 'remain', 'on track', 'design', 'target', 'objective', 'goal', 'plan' and similar expressions are used to identify forward-looking statements that contain risks and uncertainties that are beyond the control of the Group and call for signifcant judgement. Should the underlying assumptions turn out to be incorrect or if the risks or opportunities described materialise, the actual results and developments may materially deviate (negatively or positively) from those expressed by such statements.

The outlook is based on estimates lastminute.com has made on the basis of all the information available at the time of completion of this annual report. Factors that could cause the actual results and developments to difer from those expressed or implied by the forward-looking statements are included in the section 'Risk management and Internal Control System' of this annual report. These factors may not be exhaustive and should be read in conjunction with the other cautionary statements included in this report. Forward-looking statements made in this annual report shall be evaluated in the context of these risks and uncertainties.

lastminute.com Group does not assume any obligations or liability in respect of any inaccuracies in the forward-looking statements made in this annual report or for any use by any third party of such forward-looking statements. lastminute.com Group does not assume any obligation to update any forward-looking statements made in this annual report beyond statutory disclosure requirements.

INFORMATION ON THE FIGURES PRESENTED

All references in this annual report are expressed in 'Euro', 'EUR' or '€'. For ease of reference, all the fgures in this annual report are expressed either in thousands or millions of Euros, whereas the original data is recorded and consolidated by the Group in Euro. Similarly, all percentages relating to changes between two periods or to percentages of net sales or other indicators are always calculated using the original data in Euro. The use of values expressed in thousands of Euros may therefore result in apparent discrepancies in both absolute values and data expressed as a percentage.

The language of this annual report is English. Certain legislative references and technical terms have been cited in their original language so that the correct technical meaning may be ascribed to them under applicable law.

[A1 - Chairman and CEO letter]

Dear all,

We are pleased to present the 2022 annual report for lastminute.com.

Following two years of Covid-related challenges, the industry is on its way to bouncing back to 2019 numbers. lastminute.com remains a strong European leader thanks to its superior technology, vast and exclusive product ofering and Dynamic Package focus. Our fexibility has allowed us to downsize in more difcult times. Now we are travelling on a trajectory of proftable growth.

Our key fgures show positive development, with revenues and adjusted EBITDA (EUR 37.7M) both doubling versus the previous year, with Gross Travel Value reaching an all-time high of EUR 3,215.7 million (up 145%). Our frm foundations again gave us a solid gross cash and net fnancial position.

What sets us apart

If the last few years have taught us anything, the human need to travel and experience new things is stronger than ever. lastminute.com remains the best place to take advantage of this pent-up travel demand as the European Travel Tech leader.

Our Digital DNA has allowed us to gradually build competitive advantages that separate us from other industry players: a data-fuelled technology platform, an extensive inventory for fights and accommodation and commercial relationships with suppliers that enable exclusive deals for our customers. Our dynamic packaging business, for example, drove growth from opening seven new markets in 2022.

Our diversifed risk profle across channels, clients and countries mean we operate in the sweet spot between the industry mega giants and niche start-ups. We are fully licensed to sell holiday packages with customer protection in the top fve European countries, perfectly positioned to capture market movements and trends there.

We also prioritised investment in people; we signifcantly increased the headcount in our core technology area to consolidate and extend our leadership. We also decided to grow our customer care area, furthering the support to our customers.

New Governance and corporate culture

While the fnancial results are testimony to the underlying strengths of lastminute.com, 2022 was marked by the investigation into the working hour reduction subsidies received by the Swiss subsidiaries. This did have a disruptive impact on the company's governance. Following the resignation of several members of the previous Board of Directors, including the Chief Executive Ofcer and Chief Operating Ofcer, a new Board of Directors and a new CEO were elected in December.

The administrative proceedings have ended, and a new and stronger Corporate Governance is now in place. The risk management function has been reinforced with the ad-hoc independent audit function reporting to the Board. Additional Committees have been created and we are working to develop a culture and governance, where ownership, empowerment, and autonomy are facilitated within a controlled framework.

Looking ahead

The future looks bright as we address a huge, fast-growing but very fragmented market with consumers embracing digital more than ever.

The cornerstone of our strategy will be based on the Group's competitive strengths, including the proprietary Dynamic Holiday Packages technology (see management report), our market-leading product.

Our capital allocation policy and approach to growth are being reviewed and refned with fnancial rigour applied to all investments. We will look at operating leverage from cost discipline and targeted tech investments, from cloud-based technology to increased AI/Chatbot automation, to smart cash fow generation.

We strongly believe in principles of environmental, social, and governance stewardship (ESG) with governance from the dedicated Board committee, which will embed sustainability principles across the business. Please read our frst ESG report to explore our ambition.

The forecast for 2023 begins with strong tailwinds thanks to good momentum in our core leisure market and the Company expects to grow signifcantly this year. Our laser focus will be on ensuring a proftable year.

We thank our stakeholders and network of business partners for their support during this extraordinarily challenging year. Our special thanks go to the employees who have shown dedication throughout.

We are in the right place to deliver proftable growth and we thank you for your continued support of lastminute.com.

Sincerely,
Yann Rousset	Luca Concone
Chairman	Chief Executive Ofcer

B - MANAGEMENT REPORT

[B1 - General Information]

B1.1 - Mission and Strategy

Our mission

To lead the travel industry by leveraging technology to simplify, personalise, and enhance our customers' travel experience.

Strategy

Over its history, lastminute.com has built an enviable position in the European travel space. We have been able to develop our organisation and become one of the leading players in the European travel tech arena.

Today, our Company provides solutions to thousands of customers every day leveraging on its unique data platform, extensive inventory, its cutting edge Dynamic Packaging engine, vast inventory and supply and the regulatory advantage of being a fully licensed player to act as a tour operator on a pan-European level.

Our proven results and strong partnerships mean we can distribute our products through the main B2C digital channels as well as through B2B agreements where we are reliable key partners for other small and large travel and non-travel industry players.

This unique positioning gives us a strong and healthy foundation from which to continue innovating in 2023 across all the companies' key strategic capabilities:

• Further developing our technology and data platform by a stronger leverage of AI technologies (e.g. in our pricing, recommendation and service chatbot engines) and a complete API tech stack enabling a mobile-frstapproach enabling a further extension of our B2B partnership landscape as well as a state-of-the-artCyber Security Framework.
• Continue to expand our supply optimising our modern and fexible connectivity technology while our market teams increase the sourcing of unique deals to enhance customer value.
• Leveraging our brand portfolio to tackle diferent audiences with diferent propositions.
• Enhancing product excellence in order to boost our customer-centric approach to secure customer satisfaction.

lastminute.com has developed a carefully diversifed risk profle across brands, distribution channels, clients and markets and follows a hybrid expansion strategy in terms of product investments and market coverage.

Applying a rigorous fnancial and investment discipline will allow us to accelerate our innovation cycle plans while increasing operating leverage and cash fow expansion. Our aim is to generate momentum in these areas by refocusing our investments and resources on our top priorities (e.g. Dynamic Packages), using a targeted and scalable investment approach into tech and automation improvements paired with a smart cash fow generation and management (e.g. driving pre-payments).