New Work : Fiscal Year 2023

Vienna

 1

     2

 3

To our shareholders  

01

4 Company profile

5 Letter to our shareholders

7 Report of the Supervisory Board

11 Management Board and Supervisory Board

12 The New Work SE share

Company profile

For the past 20 years, New Work SE has been committed to promoting a better working life with a wide range of brands, products and services. Founded as the OpenBC professional network, the Company offers the vast majority of professionals in German-speaking countries their own digital network.

The Company was renamed XING in 2006 and NEW WORK in 2019. Its commitment to a better world of work is now also reflected in its name, with New Work serving as the visible framework for all corporate activities with which New Work SE helps people and companies to succeed in a changing modern world of work.

The Company has been listed since 2006. The New Work SE Group is headquartered in Hamburg and employs a total of 1,816 1 staff at the following locations: Berlin, Munich, Vienna, Barcelona, Valencia and Porto. For more information →new-work.se

• Total number of active and passive employees of the New Work SE Group including trainees, students, interns, and Honeypot and InterNations
  as of December 31, 2023

HARBOUR FOR:

Strong brands

Four brands, one goal: to shape the future of work in the interests of people.

Letter to our shareholders

Dear shareholders,

The 2023 financial year was a highly challenging one for us. Germany is mired in recession, and hardly a day goes by without more news of planned job cuts and rationalization measures. These developments are also leaving their mark on our business, with conditions adversely affecting our financial key performance indicators during the past financial year.

Pro forma revenue was almost in line with the previous year's figure at just under €306 million (previous­ year: €313 million). At €97 million, pro forma EBITDA was only slightly below the prior-year figure of €104 million. This meant we comfortably achieved our guidance of €92 -100 million that we updated in May 2023. Pro forma consolidated net profit amounted to just under €39 million (previous year: around €47 million).

Our largest segment, HR Solutions & Talent Access, grew by 5 percent to just over €218 million. This meant that our largest business unit achieved its highest-ever revenue in the Company's history amid a challenging market environment. Revenue in the B2C business fell by 17 percent to just over €73 million as planned due to the strategic repositioning and transformation of XING into a job network.

As a result, we now focus on monetizing via our recruiting solutions. At just under €14 million, revenue in the B2B Marketing Solutions segment was also 17 percent down on the prior-year figure.

"With its more than 22 million members, we were able to increase its 'recruiter reply rate' by almost 50 percent year- on-year."

In 2023, we took several important steps to reposition our XING brand from a social network for professional contacts to becoming a job network.

We are already ­seeing the first fruits of our efforts. With its more than 22 million members, XING was able to increase its "recruiter reply rate" by almost 50 percent year-on-year. This rate is the number of responses that companies looking for staff actively receive via the ­platform. We were also able to increase the number of applications received on paid XING job advertisements by 179 percent.

In addition, we continued to successfully develop kununu and drive growth. Encouragingly, 2023 was kununu's best year to date, with the employer rating platform recording more website traffic than ever before, growing the number of company profiles by 14 percent, and increasing workplace insights by a ­formidable 28 percent to well over 10 million.

Positive signals from previous years have encouraged us to keep investing in our brands and XING's repositioning in particular. As new business for our B2B solutions suffered as a result of reluctance on the part of com­ panies due to the recession, the business is not in a position to offset the declines and investment to the extent we had planned.

As a result, we announced to the capital markets in January that we will be launching an investment and restructuring program and focus entirely on our two major brands, XING and kununu, going forward. kununu and XING will be marketplaces offering products and services for both jobseekers and companies. These plans are forcing us to cut around 400 jobs. It is extremely painful to have to bid farewell to so many ­outstanding and dedicated employees. At the same time, it is essential if we are to set a course for the future of New Work SE.

"Encouragingly, 2023 was kununu's best year to date."

To sum up, I would like to emphasize once again that setting New Work SE on a new course in a challenging environment was a major accomplishment in 2023 - one that we achieved with a blend of consistent cost management and ongoing process optimization. And even though the recession is not yet over and a significant economic upturn may still be some way off, at the start of this year we took steps to ensure that we are equipped for the future with a reduced yet effective team. As all of these measures will help us to achieve our goals, we can confirm the 2024 pro forma EBITDA guidance of €55 - 65 million (2023: €97.1 million) that we communicated in January. This significant year- on-year decline is primarily attributable to the drop in revenue caused by our transformation and increased investment in the repositioning of the XING platform. Our initial ­successes give us confidence that the resulting fall in earnings is only temporary and that we will return to our historic profitability levels from 2026 onwards.

Although New Work SE's revenue and EBITDA did not grow in 2023, it is important to us that you can continue to participate in the Company's development even in this challenging phase. As a result, we are proposing to distribute a dividend of €1.00 per share at the Annual General Meeting on June 4. After all - and I would really like to emphasize this - demographic change is a fact. It will give our business a fresh tailwind, which is why we are setting sail with the restructuring of New Work SE.

Thank you for placing your trust in us.

Kind regards,

Petra von Strombeck

Chief Executive Officer (CEO)

Dear Shareholders,

The past financial year was marked by many challenges. In 2023, the global economy had to deal with the aftermath of the pandemic, significant geopolitical tensions and ongoing economic policy challenges. The weak economy adversely affected the labor market in Germany and Austria and hit New Work SE in the midst of realigning the XING platform as a job network. The bleak market environment forced us to adjust our guidance for pro forma revenues and pro forma consolidated EBITDA in May 2023. We ultimately reached the updated forecasts with pro forma revenues of €305.6 million and pro forma EBITDA of €97.1 million.

Aside from its financial key performance indicators, New Work SE also took numerous important steps in the Company's ongoing development and consistently pursued its overarching strategic objective to become the leading recruiting partner for companies. We continue to see significant growth potential created by the employment consequences of the process of demographic change. As a result, the XING and kununu brands are the focus of our future corporate strategy. Both platforms are already leading players in their respective segments with more than 22 million members and hundreds of thousands of employers reviewed. We took the first steps to continue strengthening these brands during the past financial year and will keep investing in repositioning XING and developing kununu during 2024. This investment strategy is accompanied by an organizational restructuring of the Group.

Given the events of the past financial year and the challenges of the current year, and taking into account our current profitability level, we have decided to propose to distribute a reduced dividend of €1.00 per share this year. The Company is aiming to return to its previous level of profitability and dividend practice in the medium term.

As the Supervisory Board, we exercised with great diligence the duties we are required to perform in accordance with the law and the Articles of Incorporation. We continued to advise the Management Board in its management of the Company, and also diligently monitored the Management Board's written and oral reports and joint meetings. Anette Weber as the Chair of the Audit Committee and I also exchanged information with the Management Board by conducting telephone conferences regularly and visiting the XING premises.

The Management Board regularly informed us in good time with regard to its business policy and strategy, key corporate planning aspects (including financial, investment and HR planning), the course of business, current revenues, earnings and liquidity, the Company's and Group's economic situation (including the risk situation and risk management), Group-wide compliance and business transactions of importance to the Company and Group. The Management Board reported as and when needed and periodically as per the Rules of Pro­ cedure imposed upon the Management Board by the Supervisory Board.

Martin Weiss

Chairman of the Supervisory Board

When required, we also commissioned external consultants and employees from various departments to assist with our consultations in 2023. We were promptly involved by the Management Board in all major decisions that were of key importance to the Company. In accordance with its Rules of Procedure, the Management Board also presented transactions requiring consent to us Which, following their review and deliberation with the Management Board, were all unanimously approved by us.

Composition of the Supervisory Board

As of the reporting date, the Supervisory Board, which pursuant to Section 96 (1), Section 101 (1) sentence 1 of the German Stock Corporation Act (AktG) in conjunction with item 10.1 of the Articles of Incorporation has six members, consisted of Dr. Johannes Meier (Deputy Chairman), Dr. Katharina Herrmann, Dr. Jörg Lübcke, Jean-Paul Schmetz, Anette Weber and myself as Chairman.

In the reporting year, the Audit Committee, which pursuant to Section 96 (1), Section 101 (1) sentence 1 of the German Stock Corporation Act (AktG) in conjunction with item 10.1 of the Articles of Incorporation and Article 6

1. of the Rules of Procedure of the Supervisory Board has three members to be selected from amongst the Supervisory Board members, consisted of Anette Weber (Chairwoman), Dr. Jörg Lübcke and Dr. Johannes Meier.

The Product and Technical Committee, which was set up pursuant to Section 96 (1), Section 101 (1) sentence 1 AktG in conjunction with item 10.1 of the Articles of Incorporation and Article 7 (1) of the Rules of Procedure of the Supervisory Board, had the following members in the reporting year: Jean-Paul Schmetz (Chairman), Dr. Katharina Herrmann, Dr. Johannes Meier and myself. Its composition did not change compared to the previous year.

Supervisory Board meetings

During the financial year ended, the Supervisory Board came together for four regular meetings (one per quar- ter), one extraordinary meeting and one additional strategy meeting. In addition, one resolution was passed by circulating written motions for approval. Dr. Lübcke and Jean-Paul Schmetz were unable to attend the extra­ ordinary meeting and were therefore absent. Other than that, all serving members of the Supervisory Board participated in person or via video conference in all meetings and resolutions. Each meeting at which the members met in person involved thorough deliberations on the current state of the business, the Company's KPIs and product initiatives for the B2B and B2C businesses.

We dealt with the following key topics during the reporting period:

The Supervisory Board meeting held on March 22 exhaustively discussed the annual financial statements, management report, consolidated financial statements, Group management report and dependent company report for the 2022 financial year. As recommended by the Audit Committee and following in-depth deliberations by the auditors, the 2022 annual financial statements were adopted by the Supervisory Board. We approved the CSR Report submitted by the Management Board. Other key resolutions adopted by this meeting included the Supervisory Board's approval of the Management Board's recommendation on profit appropria- tion, and the recommendation by the Company's officers for the choice of annual auditor for the 2023 financial year, to be presented to the Annual General Meeting.

In doing so, we followed the recommendations provided by the Audit Committee and proposed to the Annual General Meeting to appoint KPMG to conduct the 2023 audit. We also approved the planned agenda items and proposed resolutions for the Annual General Meeting on May 24, 2023. We also decided to renew the Management Board contract with Frank Hassler.

In our meeting on May 23, 2023, we addressed updating our company logo in addition to the standard topics. We also decided to terminate the Management Board contract with Jens Pape. In addition, we discussed lease issues and approved restructuring measures under company law. Lastly, we made preparations for the Com­ pany's Annual General Meeting on the following day.

At our Supervisory Board meeting on September 21, 2023, we approved the termination of the Management Board contract with Dr. Peter Opdemom and the updating of the Supervisory Board efficiency review. In addition to the standard topics, we also addressed core strategic initiatives.

At an extraordinary meeting on November 13, 2023, we decided to prematurely terminate the lease for the Com- pany's current rented office space and concluded a new lease at the Company's headquarter.

At the meeting on November 30, 2023, we discussed the findings of the annual Supervisory Board efficiency review and unanimously concluded that the review was satisfied with the Supervisory Board's work. We then discussed internal Company risk management practices and engaged in our regular dialog with members of the Employee Committee (EC) about the EC's current acti­ vities. We also paid attention to core strategic initiatives and intensively discussed the 2024 budget proposed by the Management Board as well as the Management Board's proposal to reorganize the New Work Group. The Supervisory Board delayed making a decision on these topics in order to clarify additional issues.

As part of an extraordinary Supervisory Board meeting on January 11, 2024, we approved the budget proposal for 2024 and the reorganization program after another intense discussion with the Management Board. We also approved the termination of the Management Board ­contract with Frank Hassler.

The further strategic development of the Company was also discussed at a strategy meeting attended by the Management Board and Supervisory Board on Sep- tember 20, 2023.

Outside the face-to-face Supervisory Board meetings described, urgent decisions were made by circular reso- lution. On September 8, 2023, the Supervisory Board decided by circular resolution to conclude a sponsorship agreement for the XING brand for the Baller League newly founded in the fall of 2023, as well as various sports sponsorship agreements for the kununu brand.

Audit Committee meetings

Over the last year, the Audit Committee held four meet- ings, specifically on February 16, March 21, September 21 and November 29, 2023. All of its members were present at all meetings. The committee reviewed the financial statements and the consolidated financial statements, discussed auditing issues and general developments in financial reporting and auditing with the auditors, and dealt with internal audit and risk management. The resolutions to approve the annual financial statements and the consolidated financial statements were prepared for the Supervisory Board along with the profit appropriation proposal. The key points of the audit for the 2023 annual financial statements were also discussed and decided on with the auditor of the annual financial statements. In this year, too, the Company's future non-financial reporting requirements were a focus topic for the Audit Committee.

Other recurring topics at Audit Committee meetings included the monitoring of the existing risk management system, the preparation of accounts, the effectiveness of the internal control and compliance systems, and the audit activities of the auditor of the annual financial statements.

Apart from face-to-face meetings, conference calls on business developments were also held monthly between the Audit Committee and the Management Board. The Audit Committee was also available for ad hoc consul­ tation at any time outside face-to-face meetings.

Technical and Product Committee meetings

The Technical and Product Committee held two in- person meetings over the past financial year. The Committee and its members continually advised the Management Board on technology- and product-related topics outside of its in-person meetings as well. The members were also in regular contact with the members of the product and tech leadership team.

All of its members were present at the meetings. On March 21 and November 29, 2023, the Committee addressed topics relating to IT security and product technology. Product topics included the strategic direction of product development in the B2C business, with a focus being on AI topics and the use of large language models. At meetings, discussions also addressed the overall situation of the Company's tech and product organization.

Audit of the 2023 annual financial statements and consolidated financial statements

The annual financial statements, which were prepared by the Management Board in accordance with the rules of German commercial law and the management report of New Work SE for the 2023 financial year were audited by KPMG AG, Hamburg, and issued with an unqualified auditor's report. The consolidated financial statements and combined management report of New Work SE for the 2023 financial year, which were prepared in accordance with the International Financial Reporting Standards (IFRSs) pursuant to Section 315e German Commercial Code, were also issued with an unqualified auditor's report by the auditor. Pursuant to Section 312 AktG, the Management Board has prepared a report on

relations with affiliated companies to be prepared by the Management Board due to Burda Digital SE's majority shareholding in New Work SE. The auditors have examined this report and issued the following opinion: "In our opinion, based on the examination which we have carried out in accordance with professional standards,

• 1. the factual information contained in the report is correct and
• 2. the consideration given by the Company for the legal transactions referred to in the report was not unreasonably high."

The consolidiated financial statement and the annual financial statement, including the combined management report, the report on relations with affiliated companies as well as the audit reports of the auditor and the profit appropriation proposal of the Management Board were submitted to the Supervisory Board prior to the Audit Committee's meeting on March 20, 2024 and the Supervisory Board's meeting on March 21, 2024 for them to be reviewed and intensively discussed. The auditors

attended Audit Committee­ and Supervisory Board meetings concerning the submitted documents and reported on the main findings of their audits. They were available to the Supervisory Board at all times in order to answer questions and provide information. As part of auditing the financial statements, the Supervisory Board and Audit Committee also discussed the Management Board's accounting policy and financial planning. Other specific matters discussed with the Management Board and the auditor of the annual financial statements included ­findings from the audits conducted by the auditor on the agreed key audit matters.

Following the final result of its own review, the Super­ visory Board did not have any reservations with regard to the annual financial statements, the combined management report as well as the consolidated financial statements and the report on relations with affiliated companies and, following its own review, approved the results of the auditors concerning the audit of the financial statements and the consolidated financial statements as well as the combined management report of New Work SE and the report on relations with affiliated companies during its meeting on March 21, 2024. The Supervisory Board has approved the annual financial statements prepared by the Management Board and the consolidated financial statements of New Work SE. The annual financial statements of New Work SE have thus been adopted.

The Supervisory Board has conducted a thorough audit and considered all of the arguments in connection with the Management Board's profit appropriation proposal. As a result, a proposal will be submitted to the next Annual General Meeting on June 4, 2024 to distribute a dividend of around €5.6 million, or €1.00 per share.

Corporate Governance

Pursuant to the German Corporate Governance Code, the Management Board and the Supervisory Board provide information on Corporate Governance at New Work SE on the Investor Relations section of the New Work SE website. The Management Board and the Supervisory Board issued the annual Declaration of Conformity as required by law. The Declaration of Conformity and

other dis­ closures­ in accordance with Section 289a German ­Commercial Code are available on the XING website at

• https://www.new-work.se/en/investor-relations/corporate-­governance.New Work SE complies with almost all of the recommendations of the German

Corporate Governance Code and is committed to sound corporate governance as an integral part of management.

Conflicts of interest

No topics or transactions arose in the financial year ended that had the potential to cause conflicts of interest for members of the Management Board or Super­ visory Board.

Closing remarks

We would like to thank all of New Work's members and customers as well as its shareholders for the trust they have vested in the Company. We also thank the Management Board and all employees in the New Work Group for their work amid the extraordinary challenges posed by the tense political and macroeconomic environment.

Hamburg, March 21 2024

Martin Weiss

Chairman of the Supervisory Board